EX-10.2






Exhibit 10.2




			
	 	 	 
	Private & Confidential
	 	Execution Version






Dated
                    
15 September 2008




GENESIS PORTFOLIO FUNDING I LIMITED and others




arranged by




DVB BANK AG, HSH NORDBANK AG and KFW IPEX-BANK GMBH

as Arrangers and Underwriters




and




HSH NORDBANK AG

as Facility Agent and Security Trustee




DEED OF PROCEEDS AND PRIORITIES

relating to a facility agreement

for a $250,000,000 term facility in respect

of up to eleven (11) used aircraft





 









 








Contents




	 	 	 	 	 	 
	Clause	 	 	 	
          Page
	 	 
	 	 	 	 
	1	Definitions and Interpretation
	 	 		1
	 	 
	 	 	 	 
	2	Aircraft requirements
	 	 		5
	 	 
	 	 	 	 
	3	Operating Lease Requirements
	 	 		6
	 	 
	 	 	 	 
	4	Off-Lease Period
	 	 		7
	 	 
	 	 	 	 
	5	Change of ownership and/or leasing structure with respect to an Aircraft
	 	 		8
	 	 
	 	 	 	 
	6	Appraisals
	 	 		9
	 	 
	 	 	 	 
	7	Notifications, information, amendments and consents
	 	 		9
	 	 
	 	 	 	 
	8	Applications
	 	 		11
	 	 
	 	 	 	 
	9	Payments
	 	 		14
	 	 
	 	 	 	 
	10	Calculations and certificates
	 	 		15
	 	 
	 	 	 	 
	11	Operational indemnity
	 	 		15
	 	 
	 	 	 	 
	12	Mitigation
	 	 		16
	 	 
	 	 	 	 
	13	Consents and decisions of the Lenders
	 	 		17
	 	 
	 	 	 	 
	14	Transfer Certificates and Accession Deeds
	 	 		18
	 	 
	 	 	 	 
	15	Assignments and transfer by Obligors
	 	 		18
	 	 
	 	 	 	 
	16	Security Trustee
	 	 		18
	 	 
	 	 	 	 
	17	Conduct of business by the Finance Parties
	 	 		23
	 	 
	 	 	 	 
	18	Subordination
	 	 		23
	 	 
	 	 	 	 
	19	Limitation on recourse
	 	 		23
	 	 
	 	 	 	 
	20	Partial invalidity
	 	 		24
	 	 
	 	 	 	 
	21	Remedies and waivers
	 	 		25
	 	 
	 	 	 	 
	22	Notices
	 	 		25
	 	 
	 	 	 	 
	23	Counterparts
	 	 		27
	 	 
	 	 	 	 
	24	Governing law
	 	 		27
	 	 
	 	 	 	 
	25	Enforcement
	 	 		27
	 	 
	 	 	 	 
	26	Confidentiality
	 	 		28
	 
	Schedule 1 Operating Lease Requirements	 	 	29	 
	 	 	 
	 	 	 	 
	Schedule 2 Aircraft Requirements	 	 	31	 
	 	 	 
	 	 	 	 




 









 






	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	 	 	 
	 	 	 	 
	1	 	Registration, title and nameplates
	 	 	31	 
	 	 	 
	 	 	 	 
	2	 	Cape Town Convention
	 	 	32	 
	 	 	 
	 	 	 	 
	3	 	Prevention of arrest
	 	 	34	 
	 	 	 
	 	 	 	 
	4	 	Technical Records
	 	 	35	 
	 	 	 
	 	 	 	 
	5	 	Insurance Requirements
	 	 	35	 
	 	 	 
	 	 	 	 
	6	 	Maintenance and operational requirements
	 	 	35	 
	 	 	 
	 	 	 	 
	7	 	Inspections
	 	 	35	 
	 	 	 
	 	 	 	 
	Schedule 3 Insurance Requirements	 	 	36	 
	 	 	 
	 	 	 	 
	Schedule 4 Hedging Policy	 	 	41	 
	 	 	 
	 	 	 	 
	Schedule 5 Accession Deed	 	 	42	 
	 	 	 
	 	 	 	 
	Schedule 6 Initial Aircraft Documents	 	 	44	 







 









 








THIS DEED is dated 15 September 2008 and made BETWEEN:





	(1)	 	GENESIS PORTFOLIO FUNDING I LIMITED (the Borrower);
	 
	(2)	 	GENESIS LEASE LIMITED as principal guarantor (the Principal Guarantor) and as manager of the
Borrower, the Lessors and the Owners (the Manager);
	 
	(3)	 	THE COMPANIES listed in Part 3 and Part 4 of Schedule 1 to the Facility Agreement as Owners
and Lessors respectively with effect from the execution by the relevant company of an
Accession Deed;
	 
	(4)	 	DVB BANK AG, HSH NORDBANK AG and KFW IPEX-BANK GMBH as joint arrangers and underwriters
(together the Arrangers and individually an Arranger);
	 
	(5)	 	HSH NORDBANK AG as agent of the other Finance Parties (the Facility Agent);
	 
	(6)	 	HSH NORDBANK AG as security trustee (the Security Trustee);
	 
	(7)	 	THE FINANCIAL INSTITUTIONS listed in Schedule 2 to the Facility Agreement as lenders (the
Original Lenders); and
	 
	(8)	 	HSH NORDBANK AG as initial hedging provider (the Initial Hedging Provider).





THIS DEED WITNESSES AND IT IS HEREBY AGREED as follows:





	1	 	Definitions and Interpretation
	 
	1.1	 	Definitions
	 
	 	 	Words and expressions used in this Deed shall, unless otherwise defined in this Deed or the
context otherwise requires, bear the meanings given to them in the Facility Agreement, and in
this Deed:
	 
	 	 	Aircraft Proportion means in relation to an Aircraft the product of:






	 	(a)	 	the total principal outstanding amount of the Loan for that Aircraft;






	 	 	divided by






	 	(b)	 	the total principal outstanding amount of all of the Loans.






	 	 	Aircraft Requirements means in relation to an Aircraft the requirements set out in Schedule
2.
	 
	 	 	Additional Obligor has the meaning given to that expression in clause 5.5.1.
	 
	 	 	Approved Change in Structure means a Change in Structure which complies with all of the
requirements set out in clause 5.
	 
	 	 	Change in Structure has the meaning given to that expression in clause 5.1.
	 
	 	 	Damage Notification Threshold means in relation to an Aircraft two million Dollars
($2,000,000) or, for as long as the Initial Operating Lease remains in place for the relevant
Aircraft, such greater amount as may be specified in the Initial Operating Lease.
	 
	 	 	Expenses means all and any Losses other than Taxes including all reasonable expenses
referable to the cost of management time reasonably and properly incurred by any of the
Representatives or any Receiver or any agent or other person appointed by a Representative or
a Receiver which are due and payable pursuant to any express provision of the Facility
Documents in connection with the execution or exercise or bona fide purported execution or




 









 






	 	 	exercise of the trusts, rights, powers, authorities and duties created or conferred by or
pursuant to the Facility Documents together with any applicable VAT thereon.
	 
	 	 	Facility Agreement means the facility agreement in the Agreed Form between the parties to
this Deed other than the Initial Hedging Provider.
	 
	 	 	gross negligence means any intentional or conscious action or decision which is taken with
reckless disregard for the consequences of such action or decision.
	 
	 	 	Hedging Payments means in relation to a Hedging Provider together the Scheduled Hedging
Payments for that Hedging Provider and the Unscheduled Hedging Payments for that Hedging
Provider.
	 
	 	 	Indemnitees means together each of the Beneficiaries and their respective officers,
directors, agents, employees, successors and permitted assignees and transferees,
individually an Indemnitee.
	 
	 	 	Insurance Requirements means in relation to an Aircraft the requirements set out in Schedule
3 or as may otherwise be agreed by the Facility Agent.
	 
	 	 	Leasing Company Practice means the customary commercial practices of leading international
aircraft operating lessors including the Servicer.
	 
	 	 	Losses means together all losses, demands, liabilities, obligations, claims, actions,
proceedings, penalties, fines, damages, adverse judgments, orders or other sanctions, fees,
out-of-pocket costs and expenses (including the fees, out-of-pocket costs and expenses of any
legal counsel and other professional advisers), individually a Loss.
	 
	 	 	Majority Lenders means:






	 	(a)	 	if there are no Loans then outstanding, a Lender or Lenders whose Commitments
aggregate more than 662/3% of the Total Commitments (or, if the
Total Commitments have been reduced to zero, aggregated more than
662/3% of the Total Commitments immediately prior to the
reduction); or
	 
	 	(b)	 	at any other time, a Lender or Lenders whose participations in the Loans then
outstanding aggregate more than 662/3% of all of the Loans then
outstanding.






	 	 	Operating Lease Default means in relation to an Aircraft any event of default (howsoever
described) under the Operating Lease for that Aircraft.
	 
	 	 	Operating Lease Requirements means in relation to an Aircraft the requirements set out in
clause 3 and Schedule 1 or as may otherwise be agreed by the Facility Agent.
	 
	 	 	Qualified Operator means an Operator that complies with all of the requirements of clause
3.2.
	 
	 	 	Proceeds means:






	 	(a)	 	all proceeds of enforcement of the Facility Documents and all other amounts
received or recovered under or pursuant to the Facility Documents other than operational
indemnity amounts and third party liability insurance proceeds;
	 
	 	(b)	 	Total Loss Proceeds for any Aircraft;
	 
	 	(c)	 	all other proceeds of the hull Insurances for any Aircraft;
	 
	 	(d)	 	Requisition Proceeds for any Aircraft;
	 
	 	(e)	 	Sales Proceeds for any Aircraft.





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	 	 	Prohibited Country means each of the following countries: Abkhazia, Afghanistan, Azerbaijan,
Belarus, Belize, Benin, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad,
Comoros, Democratic Republic of Congo, Republic of Congo, Cote d’Ivoire, Cuba, Equatorial
Guinea, Eritrea, Gambia, Guinea-Bissau, Guyana, Haiti, Iran, Iraq, Kosovo, Kyrgyz Republic,
Laos, Liberia, Mayotte (French), Micronesia, Moldova, Montenegro, Myanmar (Burma),
Nagorno-Karabakh, Namibia, New Caledonia, Niger, North Korea, Palestine, Pridnestrovie,
Rwanda, São Tomé and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, Somaliland,
South Ossertia, Sudan, Syria, Togo, Turkmenistan, Uganda, Uzbekistan, Western Sahara, Yemen
and Zimbabwe.
	 
	 	 	Receiver means and includes any receiver and/or manager appointed under or pursuant to any
Facility Document whether acting as agent for any Beneficiary or otherwise.
	 
	 	 	Region means each region identified in the definition of Regional Concentration Limit.
	 
	 	 	Regional Concentration Limit means:






	 	(a)	 	in relation to Asia (excluding India), forty per cent. (40%);
	 
	 	(b)	 	in relation to India, twenty five per cent. (25%);
	 
	 	(c)	 	in relation to the Middle East, twenty per cent. (20%);
	 
	 	(d)	 	in relation to Africa, twenty five per cent. (25%);
	 
	 	(e)	 	in relation to the European Economic Area, fifty per cent. (50%);
	 
	 	(f)	 	in relation to Eastern Europe, thirty five per cent. (35%);
	 
	 	(g)	 	in relation to the United States of America and Canada, thirty per cent. (30%).
	 
	 	(h)	 	in relation to Central and South America, thirty five per cent. (35%),






		 	or, in each case, as may otherwise be agreed by the Facility Agent.
	 
	 	 	Representative Expenses means all Expenses incurred by any of the Representatives or any
Receiver in connection with the collection and/or recovery of any Proceeds including the
enforcement of any relevant Facility Document.
	 
	 	 	Required Insurance Value means in relation to an Aircraft one hundred and twenty per cent.
(120%) of the principal amount outstanding in respect of the Loan for that Aircraft.
	 
	 	 	Required Liability Limit means in relation to an Aircraft at any time:






	 	(a)	 	if at that time that Aircraft is operated under an Initial Operating Lease, the
amount of liability insurance coverage required pursuant to that Initial Operating
Lease;
	 
	 	(b)	 	in all other cases, the amount of six hundred million Dollars ($600,000,000).






	 	 	Requisition Proceeds means in relation to an Aircraft all amounts received from any
Government Entity whether de jure or de facto in connection with that Aircraft’s
confiscation, restraint, detention, forfeiture, seizure or requisition for hire other than
Total Loss Proceeds.
	 
	 	 	Restricted Region means each of Eastern Europe, Africa and the Middle East.
	 
	 	 	Sales Proceeds means in relation to an Aircraft the proceeds of any sale or other disposition
of that Aircraft or any interest in that Aircraft or the shares in the Owner for that
Aircraft, unless that sale or disposition is effected as part of an Approved Change in
Structure.




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	 	 	Scheduled Hedging Payments means in relation to a Hedging Provider all scheduled amounts
including termination payments from time to time payable by the Borrower to that Hedging
Provider under the Hedging Agreements to which that Hedging Provider is a party (for the
avoidance of doubt, without prejudice to and after giving effect to any contractual set-off
and/or netting provisions contained in those Hedging Agreements) other than amounts in the
nature of fees and/or indemnities.
	 
	 	 	Servicer Payments means all fees and other amounts from time to time payable by the Borrower
to the Servicer under the Servicing Agreement which have been notified by the Servicer to the
Facility Agent as being more than five (5) days overdue.
	 
	 	 	Servicer Report means each monthly report and each quarterly report to be produced by the
Servicer pursuant to section 9.1 and section 9.2 of schedule 2.02(a) of the Servicing
Agreement.
	 
	 	 	Trust Documents means together each of the Facility Documents to which the Security Trustee
is or becomes a party other than this Deed and the Facility Agreement, individually a Trust
Document.
	 
	 	 	Trust Property means together the Trust Documents, the security, powers, rights, title,
benefits and interests (both present and future) constituted by and conferred on the Security
Trustee under or pursuant to the Trust Documents and all monies, property and other assets
paid or transferred to or vested in the Security Trustee or received or recovered by the
Security Trustee under or pursuant to or in connection with any of the Trust Documents.
	 
	 	 	Unscheduled Hedging Payments means in relation to a Hedging Provider all amounts from time to
time payable by the Borrower to that Hedging Provider under the Hedging Agreements to which
that Hedging Provider is a party (for the avoidance of doubt, without prejudice to and after
giving effect to any contractual set-off and/or netting provisions contained in those Hedging
Agreements) other than the Scheduled Hedging Payments for that Hedging Provider.
	 
	1.2	 	Construction
	 
	1.2.1	 	Unless a contrary indication appears, any reference in this Deed to:






	 	(a)	 	any Party or any other person shall be construed so as to include its
successors in title, permitted assigns and permitted transferees;
	 
	 	(b)	 	assets includes present and future properties, revenues and rights of every
description;
	 
	 	(c)	 	a Facility Document or any other agreement or instrument is a reference to
that Facility Document or other agreement or instrument as amended, novated,
supplemented, extended or restated;
	 
	 	(d)	 	indebtedness includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(e)	 	a person includes any individual, firm, company, corporation, government,
state or agency of a state or any association, trust, joint venture, consortium or
partnership (whether or not having separate legal personality);
	 
	 	(f)	 	a regulation includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;
	 
	 	(g)	 	including means including without limitation;
	 
	 	(h)	 	a provision of law is a reference to that provision as amended or
re-enacted;





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	 	(i)	 	a time of day is a reference to London time; and
	 
	 	(j)	 	a provision of the Cape Town Convention will, unless it is specifically
stated to be a reference to a provision of the Convention or, as the case may be, the
Protocol, be a reference, whether stated or not, to the relevant provision of the
Consolidated Text, and reference to any provision of the Consolidated Text shall
include a reference to the provision(s) of the Convention and/or the Protocol from
which such provision(s) is/are derived.






	1.2.2	 	Section, clause and schedule headings are for ease of reference only.
	 
	1.2.3	 	Unless a contrary indication appears, a term used in any other Facility Document or in any
notice given under or in connection with any Facility Document has the same meaning in that
Facility Document or notice as in this Deed.
	 
	1.2.4	 	A Default (other than an Event of Default) is continuing if it has not been remedied or
waived and an Event of Default is continuing if it has not been remedied or waived.
	 
	1.3	 	Third party rights
	 
	 	 	A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce or enjoy the benefit of any term of this Deed other than the Servicer
(including in its capacity as Beneficiary) in relation to the rights expressly set out for
the Servicer’s benefit in clauses 7.6, 8, 10, 11, 15, 16, 17, 18, 19 to 26.
	 
	1.4	 	Facility Agreement
	 
	 	 	Each party to this Deed who is not a party to the Facility Agreement acknowledges receipt of
a copy of the Facility Agreement and confirms that it is familiar with all of the provisions
of the Facility Agreement.
	 
	2	 	Aircraft requirements
	 
	2.1	 	Aircraft Requirements
	 
	 	 	At all times from and after the Utilisation Date for the Loan for an Aircraft, the Borrower,
each Lessor and each Owner shall comply or procure compliance with all of the Aircraft
Requirements for that Aircraft.
	 
	2.2	 	Possession
	 
	 	 	At all times from and after the Utilisation Date for the Loan for an Aircraft, neither the
Lessor for that Aircraft nor the Owner for that Aircraft and/or the Owner Trustee for that
Aircraft (as applicable) shall sub-lease, charter or otherwise part with possession or
operational control of that Aircraft (nor shall it consent to the same) except:
	 
	2.2.1	 	in the case of that Owner, to that Lessor under the Intermediate Lease for that Aircraft;
	 
	2.2.2	 	in the case of that Lessor, to the Initial Operator for that Aircraft under the Initial
Operating Lease for that Aircraft;
	 
	2.2.3	 	in the case of that Lessor, to any other Operator for that Aircraft under another
Operating Lease for that Aircraft if the requirements of clause 3 are complied with in full;
	 
	2.2.4	 	during an Off-Lease Period for that Aircraft, for testing, service, overhaul work,
maintenance, repair, alterations, modifications or additions which are permitted by and
comply with the Servicing Agreement.





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	2.3	 	Warranties
	 
	 	 	If the Lessor for an Aircraft and/or the Owner for that Aircraft and/or the Owner Trustee for
that Aircraft (as applicable) at any time receives the benefit of any airframe or engine
warranties in relation to that Aircraft (or any part of it) pursuant to an express agreement
or assignment, the Borrower shall:
	 
	2.3.1	 	promptly notify the Security Trustee; and
	 
	2.3.2	 	procure that those warranties be extended to the Security Trustee pursuant to such
documents as the Security Trustee may reasonably require.
	 
	3	 	Operating Lease Requirements
	 
	3.1	 	Operating Leases
	 
	3.1.1	 	All Operating Leases other than the Initial Operating Leases and all Permitted Subleases
must at all times comply with all of the Operating Lease Requirements. No Operating Lease
other than the Initial Operating Leases and no Permitted Sublease may at any time be amended
if as a consequence of that amendment one or more provisions cease to comply with any of the
Operating Lease Requirements.
	 
	3.1.2	 	No Initial Operating Lease may at any time be amended if as a consequence of that
amendment one or more provisions which prior to that amendment complied with any of the
Operating Lease Requirements cease to comply with any of the Operating Lease Requirements.
	 
	3.1.3	 	No provision of any other Aircraft Document other than the Initial Aircraft Documents
shall breach any of the Operating Lease Requirements. No provision of any other Aircraft
Document other than the Initial Aircraft Documents may at any time be amended if as a
consequence of that amendment that other Aircraft Document shall breach any of the Operating
Lease Requirements.
	 
	3.1.4	 	No provision of any Initial Aircraft Document may at any time be amended if as a
consequence of that amendment one or more provisions which prior to that amendment complied
with any of the Operating Lease Requirements cease to comply with any of the Operating Lease
Requirements.
	 
	3.2	 	Operators
	 
	3.2.1	 	All Operators other than the Initial Operators and all Permitted Sublessees must:






	 	(a)	 	be duly licensed under Applicable Law to carry passengers or cargo;
	 
	 	(b)	 	not be subject to an Insolvency Event when the relevant Operating Lease or
Permitted Sublease is entered into or when the relevant Aircraft is delivered
thereunder; and
	 
	 	(c)	 	not be incorporated or based in a Prohibited Country.






	3.2.2	 	No Lessor may lease an Aircraft to an Operator under an Operating Lease other than an
Initial Operating Lease if as a result the total amount of the Loans for those Aircraft then
leased to that Operator exceeds twenty five per cent. (25%) of the total amount of the Loans
for all of the Aircraft.
	 
	3.2.3	 	No Lessor may lease an Aircraft to an Operator under an Operating Lease other than an
Initial Operating Lease if as a result:




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	 	(a)	 	the sum of (i) the total amount of the Loans for those Aircraft then leased to
that Operator plus (ii) the total amount of the Loans for those Aircraft then leased to
any other Operator incorporated in or having its principal base in the same Region as
the first Operator;






	 	 	exceeds






	 	(b)	 	the Regional Concentration Limit for that Region multiplied by the Loans for all
of the Aircraft.






	3.2.4	 	No Lessor may lease an Aircraft to an Operator under an Operating Lease other than an
Initial Operating Lease if that Operator is incorporated in or has its principal base in a
Restricted Region and as a result:






	 	(a)	 	the sum of (i) the total amount of the Loans for those Aircraft then leased to
that Operator plus (ii) the total amount of the Loans for those Aircraft then leased to
any other Operator incorporated in or having its principal base in a Restricted Region;






	 	 	exceeds






	 	(b)	 	fifty per cent. (50%) of the total amount of the Loans for all of the Aircraft.






	3.2.5	 	None of the Finance Parties shall unreasonably withhold or delay its consent to any waiver
pursuant to any of clauses 3.2.2, 3.2.3 and/or 3.2.4 reasonably requested by a Lessor in
writing.
	 
	3.2.6	 	No Lessor may lease an Aircraft to an Operator under an Operating Lease and no Operator
may lease an Aircraft to a Permitted Sublessee under a Permitted Sublease if as a result
thereof that Aircraft or any part thereof, any Borrower Party, that Operator or any Finance
Party would be in breach of any Applicable Sanction.
	 
	3.3	 	State of Registration
	 
	3.3.1	 	No State of Registration may be a Prohibited Country.
	 
	3.3.2	 	No Aircraft may be registered in a State of Registration if as a result thereof that
Aircraft or any part thereof, any Borrower Party, that Operator or any Finance Party would be
in breach of any Applicable Sanction.
	 
	3.4	 	Permitted Subleases
	 
	3.4.1	 	Any Permitted Sublease for an Aircraft must be subject and subordinate to the Operating
Lease for that Aircraft in all respects and the rights of the Permitted Sublessee for that
Aircraft under that Permitted Sublease must be subject and subordinate in all respects to the
rights of the Operator for that Aircraft under that Operating Lease such that that Permitted
Sublessee’s rights to possession of that Aircraft under that Permitted Sublease will
terminate immediately and automatically upon the termination of that Operating Lease
(Effective Subordination). The Borrower shall deliver to the Facility Agent such legal
opinions, documents and other evidence as the Facility Agent may reasonably require to
evidence that Effective Subordination.
	 
	4	 	Off-Lease Period
	 
	 	 	During any Off-Lease Period for an Aircraft:
	 
	4.1	 	that Aircraft shall be registered with an aviation authority in a jurisdiction which is not
a Prohibited Country in the name of the Owner for that Aircraft and the registration of the
interests that Owner, the Lessor for that Aircraft, the Owner Trustee for that Aircraft (if
that Aircraft is subject to an owner trust structure) and the Finance Parties pursuant to the
Cape Town Convention shall be maintained in full force and effect;




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	4.2	 	the Borrower shall procure that the Servicer shall maintain and store that Aircraft in
accordance with the provisions of the Servicing Agreement; and
	 
	4.3	 	the Borrower shall procure that the Servicer shall insure that Aircraft in accordance with
the Insurance Requirements.
	 
	5	 	Change of ownership and/or leasing structure with respect to an Aircraft
	 
	5.1	 	Acknowledgment of need for changes
	 
	 	 	The Finance Parties acknowledge that it may be necessary from time to time to change the
ownership and/or leasing structure for an Aircraft including a change in the State of
Registration for that Aircraft (Change in Structure).
	 
	5.2	 	Notification of proposed Change in Structure
	 
	 	 	If the Borrower wishes to effect a Change in Structure, the Borrower shall, as soon as
practicable after any Obligor becomes aware of the proposed Change in Structure and in any
event no later than ten (10) Business Days before the proposed effective date of the Change
in Structure (Proposed Effective Date), have provided the following information to the
Facility Agent in writing:
	 
	5.2.1	 	The identity of the affected Aircraft.
	 
	5.2.2	 	Full details of the Change in Structure and the ownership and leasing structure for that
Aircraft following the Change in Structure including any new State of Registration (New
Structure).
	 
	5.2.3	 	The identity of and corporate details for each person that will play a role in the New
Structure.
	 
	5.3	 	Finance Parties’ security
	 
	 	 	The following conditions must be satisfied before any Change in Structure is effected:
	 
	5.3.1	 	All of the Lenders (acting reasonably) shall be satisfied that the Finance Parties will be
in no worse position than they would have been in the absence of the Change in Structure.
	 
	5.3.2	 	The Borrower shall at least ten (10) Business Days prior to the Proposed Effective Date
have agreed with the Facility Agent all documents, legal opinions and other evidence and
action (which shall include the accession of any Additional Obligor to this Deed and the
execution and perfection by any Additional Obligor or third party security provider of
security in favour of the Security trustee equivalent to the security granted by the
corresponding Obligors) that the Facility Agent shall reasonably require to ensure that the
requirement set out in clause 5.3.1 is satisfied.
	 
	5.3.3	 	Prior to the Proposed Effective Date, all of the documents, legal opinions and other
evidence and action agreed pursuant to clause 5.3.2 shall have been executed, registered,
delivered and/or taken (as applicable).
	 
	5.3.4	 	If the New Structure involves the introduction of a new Obligor, the requirements set out
in clause 5.5 shall have been satisfied.
	 
	5.3.5	 	If the Change in Structure involves a new, extended and/or amended Operating Lease or a
new Operator and/or State of Registration for any Aircraft, the requirements set out in the
relevant provisions of clause 3 shall have been satisfied.




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	5.4	 	Cooperation
	 
	 	 	Subject to the satisfaction of the requirements set out in clause 5.3, the Finance Parties
shall cooperate in a timely manner with the Borrower and the Lessor for the relevant Aircraft
to give effect to the Change in Structure.
	 
	5.5	 	New Obligor
	 
	5.5.1	 	The Borrower shall be entitled to request that a new Obligor (Additional Obligor) be
included in a New Structure.
	 
	5.5.2	 	Each Additional Obligor shall be capable of providing representations, warranties,
undertakings and covenants having substantially the same effect as those given by the
relevant Obligors in this Deed and the other Facility Documents and shall execute an
Accession Deed.
	 
	5.5.3	 	Each Additional Obligor shall be a direct and wholly-owned Subsidiary of the Borrower and
an indirect wholly-owned Subsidiary of the Principal Guarantor.
	 
	5.5.4	 	Each Additional Obligor which is an Owner shall have both its COMI and its Centre of
Administration in and shall be incorporated in a jurisdiction which is acceptable to all of
the Lenders (acting reasonably), and all references in the Facility Documents to an Owner’s
COMI, Centre of Administration or jurisdiction of incorporation shall be construed
accordingly.
	 
	5.6	 	Change in Structure costs
	 
	 	 	The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party all
costs and expenses (including legal fees) together with any applicable VAT reasonably incurred
by that Finance Party in assessing or implementing any of the matters referred to in this
clause 5.
	 
	5.7	 	Interpretation of other provisions
	 
	 	 	The Borrower shall be entitled to effect an Approved Change in Structure notwithstanding
anything to the contrary in any Facility Document.
	 
	5.8	 	Other financing arrangements
	 
	 	 	The Finance Parties shall consider in good faith any request by the Borrower that one or more
other persons should be permitted to provide financing to any member of the Group secured by a
share in the Security created under the Facility Documents as an additional beneficiary on a
fully subordinated basis (without rights to direct any of the Representatives). Any such
approval requested by the Borrower shall not be unreasonably withheld or delayed.
	 
	5.9	 	Quiet enjoyment
	 
	 	 	Provided that no Default has been occurred and is continuing, the Security Trustee agrees,
upon the written request of the Borrower, to provide a quiet enjoyment undertaking to any new
lessee or Operator of an Aircraft in the form required by the terms of the relevant Operating
Lease (provided that the Security Trustee shall not be required to provide an undertaking more
onerous than those provided by the Security Trustee to the Initial Operators pursuant to the
Quiet Enjoyment Undertakings dated on or about the date hereof).
	 
	6	 	Appraisals
	 
	 	 	The Borrower shall provide an Appraisal for each Aircraft to the Facility Agent at least
thirty (30) days before each LTVR Test Date.
	 
	7	 	Notifications, information, amendments and consents
	 
	7.1	 	Loss and damage




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	 	 	The Borrower shall as soon as reasonably practicable after becoming aware of the same notify
the Facility Agent of:
	 
	7.1.1	 	any Total Loss with respect to an Aircraft, its Airframe or any of its Engines;
	 
	7.1.2	 	any other accident or incident involving an Aircraft, its Airframe or any of its Engines
as a result of which the potential cost of repairs or replacement and/or the potential
liability of any Obligor or any Beneficiary could reasonably be expected to exceed the Damage
Notification Threshold or its equivalent in any other currency; and
	 
	7.1.3	 	any settlement offer in relation to an accident or incident of the nature described in
clause 7.1.2 in excess of ten million Dollars ($10,000,000).
	 
	7.2	 	Security
	 
	7.2.1	 	Without prejudice to clauses 7.2.3 and 7.2.4, if at any time from and after the
Utilisation Date for the Loan for an Aircraft any Obligor becomes aware that any Security
other than Permitted Security is created or otherwise arises over or in respect of that
Aircraft, the Borrower shall or shall procure that the Servicer shall as soon as reasonably
practicable notify the Facility Agent in writing of that Security which notice shall contain
reasonably sufficient detail of the nature of that Security, the circumstances giving rise to
it and the steps which any Obligor or the Operator for that Aircraft is taking in connection
with it.
	 
	7.2.2	 	Without prejudice to clauses 7.2.3 and 7.2.4, if at any time from and after the
Utilisation Date for the Loan for an Aircraft any Obligor becomes aware that steps are taken
by the holders of any Security including any Permitted Security over or in respect of that
Aircraft to exercise or enforce that Security or any rights in respect thereof, the Borrower
shall or shall procure that the Servicer shall as soon as reasonably practicable notify the
Facility Agent in writing of those steps which notice shall contain reasonably sufficient
detail of the nature of those steps, the circumstances giving rise to them and the steps
which any Obligor or the Operator for that Aircraft is taking in connection with them.
	 
	7.2.3	 	No Obligor shall create any Security other than Permitted Security over or with respect to
any Aircraft and/or any interest (legal or beneficial) in any Aircraft or over or with
respect to any of the other assets, interests and rights over which Security is created by
the Facility Documents. The Borrower shall immediately procure the release of any such
Security.
	 
	7.2.4	 	Without prejudice to clause 7.2.3, no Obligor shall permit to arise or subsist any
Security other than Permitted Security over or with respect to any Aircraft and/or any
interest (legal or beneficial) in any Aircraft or over or with respect to any of the other
assets, interests and rights over which Security is created by the Facility Documents unless
(i) that Security is created or arises by or through a person who is not a Borrower Party,
and (ii) that Security is released as soon as practicable and in any event within thirty (30)
days after it arises or is created.
	 
	7.3	 	Reporting
	 
	 	 	The Borrower shall provide to the Facility Agent:
	 
	7.3.1	 	a copy of each Servicer Report at the same time as that Servicer Report is received or
issued (as applicable) by it;
	 
	7.3.2	 	a copy of each other notice issued by or to any Borrower Party in relation to the Aircraft
or any part thereof, the Servicing Agreement and/or the Aircraft Documents or any of them at
the same time as that notice is received or issued (as applicable) by that Borrower Party;
	 
	7.3.3	 	the financial statements of the Operator for an Aircraft most recently received by any
Obligor whenever requested by the Facility Agent (acting reasonably); and




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	7.3.4	 	any other information, documents, records and/or reports in connection with any of the
Aircraft, any of the Aircraft Documents, any Operator and/or any Borrower Party that the
Facility Agent may from time to time request (acting reasonably).
	 
	7.4	 	Amendments
	 
	 	 	No Obligor shall consent to any amendment, alteration, waiver, novation, substitution or
termination of the Servicing Agreement other than with the prior written consent of the
Security Trustee.
	 
	7.5	 	Consents under Servicing Agreement
	 
	 	 	No Obligor shall at any time (including for the avoidance of doubt during any Off-Lease
Period) without the prior written consent of the Security Trustee consent to or acquiesce in:
	 
	7.5.1	 	any modification of any Aircraft which would or would reasonably be expected to diminish
or result in the dimunition of the value and/or marketability of that Aircraft in any
material respect; and/or
	 
	7.5.2	 	the conversion of any Aircraft from a passenger aircraft into a freighter aircraft or vice
versa,
	 
	 	 	including any such consent or acquiescence, whether express or implied and/or pursuant to an
Approved Budget (as defined in the Servicing Agreement), under or pursuant to the Servicing
Agreement.
	 
	7.6	 	Certain Rights of the Servicer
	 
	7.6.1	 	The Servicer is an express third party beneficiary of the terms and provisions of this
Deed applicable to it or its obligations, rights or remedies. No amendments, waivers,
supplements or modifications of any of the Facility Documents shall be agreed or effected by
either the Security Trustee, the Finance Parties, or any Obligor without the prior written
consent of the Servicer where such amendments, waivers, supplements or modifications may be
reasonably expected to adversely affect the rights, remedies or obligations of the Servicer
under the Servicing Agreement or the Facility Documents (but only to the extent relating to
the rights or obligations of the Servicer or the performance by the Servicer of the Services
(as defined in the Servicing Agreement)).
	 
	7.6.2	 	The Security Trustee shall notify the Servicer of the discharge of any security interests
and/or the reassignment to the Borrower of any rights expressed to be assigned or charged
under the Servicing Assignment.
	 
	8	 	Applications
	 
	8.1	 	Applications by the Facility Agent
	 
	 	 	All amounts received by the Facility Agent under any provision of the Facility Documents
including the following provisions of this clause 8 shall be applied by the Facility Agent as
follows:
	 
	8.1.1	 	first, in payment on a pro rata and pari passu basis to:






	 	(a)	 	the Representatives on a pro rata and pari passu basis for all unpaid
Representative Expenses; and
	 
	 	(b)	 	(only following written notification by the Servicer to the Security Trustee and
Facility Agent) the Servicer for all Servicer Payments which have been notified in
writing as being then due and payable to the Servicer;




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	8.1.2	 	secondly, in or towards payment to the Finance Parties on a pro rata and pari passu basis
of all other unpaid costs, expenses and Losses for which they are entitled to be paid,
reimbursed or indemnified under the Facility Documents other than operational indemnity
amounts and any amounts payable to the Facility Agent under clause 24.15 of the Facility
Agreement;
	 
	8.1.3	 	thirdly, in or towards payment to the Lenders on a pro rata and pari passu basis of any
interest including default interest or commitment commission then due and payable to or for
the account of any of the Lenders under the Facility Documents;
	 
	8.1.4	 	fourthly, in or towards repayment to the Lenders on a pro rata and pari passu basis of all
principal amounts then due and payable to or for the account of any of the Lenders under the
Facility Documents;
	 
	8.1.5	 	fifthly, in or towards payment on a pro rata and pari passu basis of any other amount
which shall have become due to any of the Finance Parties under the Facility Documents but
remains unpaid including any amounts payable to the Facility Agent under clause 24.15 of the
Facility Agreement; and
	 
	8.1.6	 	finally, any balance shall be paid as directed by the Borrower.
	 
	8.2	 	Application of Proceeds
	 
	 	 	All Proceeds received by any party at any time when an Event of Default has occurred and is
continuing shall be paid to the Security Trustee and shall be applied by the Security Trustee
as follows:
	 
	8.2.1	 	first, in payment on a pro rata and pari passu basis to:






	 	(a)	 	the Representatives and any Receiver on a pro rata and pari passu basis for all
unpaid Representative Expenses; and
	 
	 	(b)	 	the Servicer for all Servicer Payments then due and payable to the Servicer;






	8.2.2	 	secondly, in payment on a pro rata and pari passu basis to each Hedging Provider of an
amount equal to the Hedging Payments then due and payable to that Hedging Provider;
	 
	8.2.3	 	thirdly, in payment on a pro rata and pari passu basis to the Facility Agent for the
account of the Finance Parties of an amount equal to all amounts from time to time payable by
any Obligor to or for the account of any of the Finance Parties under the Facility Agreement
for further payment and application in accordance with clause 8.1; and
	 
	8.2.4	 	finally, any balance shall be paid as directed by the Borrower.
	 
	8.3	 	Prepayments under the Facility Agreement
	 
	 	 	For the purposes of clause 8.1.4 (but subject to clauses 8.1.1 to 8.1.3), at all times when
no Event of Default has occurred and is continuing, all amounts payable by the Borrower under
clause 7.4.1, clause 7.4.2 or clause 7.5 of the Facility Agreement when it prepays the Loan
for an Aircraft (the Relevant Aircraft) shall be applied first in effecting the corresponding
prepayment under clause 7.4.1, clause 7.4.2 or clause 7.5 of the Facility Agreement (as
applicable) and the balance shall then be applied in prepayment of the Loans for the Aircraft
other than the Relevant Aircraft (together the Other Aircraft) as follows:






	 	(a)	 	first, in or towards prepayment on a pro rata and pari passu basis of the Loan or
Loans for the Other Aircraft that has or have the highest Aircraft Proportion up to an
amount such that that Other Aircraft or those Other Aircraft (as applicable) will after
such prepayment have the same Aircraft Proportion as the Other Aircraft that has or have
the second highest Aircraft Proportion;




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	 	(b)	 	secondly, in accordance with paragraph (a) above but so that that paragraph shall
be construed as referring to the highest Aircraft Proportion and the second highest
Aircraft Proportion respectively after the prepayments effected under paragraph (a)
above;
	 
	 	(c)	 	thirdly, in accordance with the procedure set forth in paragraphs (a) and (b)
above until all of the Aircraft Proportions are equal;
	 
	 	(d)	 	fourthly, in or towards prepayment on a pro rata and pari passu basis of all of
the Loans; and
	 
	 	(e)	 	finally, any balance shall be paid as directed by the Borrower.






	8.4	 	Insurances and operational indemnity payments
	 
	8.4.1	 	At all times when no Event of Default has occurred and is continuing, all proceeds of the
hull Insurances for an Aircraft in respect of claims not exceeding the Damage Notification
Threshold and all Requisition Proceeds for an Aircraft not exceeding the Damage Notification
Threshold shall be paid to the Lessor for that Aircraft or as it may direct.
	 
	8.4.2	 	At all times when no Event of Default has occurred and is continuing, all proceeds of the
hull Insurances for an Aircraft in respect of claims equal to or exceeding the Damage
Notification Threshold and all Requisition Proceeds for an Aircraft equal to or exceeding the
Damage Notification Threshold shall be paid to the Facility Agent for application in
accordance with clause 8.1.
	 
	8.4.3	 	All proceeds of the liability Insurances and all operational indemnity payments shall be
paid to the person who incurred the corresponding liability or suffered the corresponding
damage or to the person who satisfied that liability or paid for that damage.
	 
	8.5	 	Limitations on applications
	 
	8.5.1	 	Notwithstanding the other provisions of this clause 8, neither the Security Trustee nor
the Account Bank shall be obliged to make any payment or to act in any manner which is
contrary to Applicable Law.
	 
	8.5.2	 	All Proceeds received by the Security Trustee other than in Dollars shall promptly be
applied by the Security Trustee in the purchase of Dollars and the Dollars so purchased shall
promptly be applied by the Security Trustee in accordance with the relevant provisions of
this clause 8.
	 
	8.6	 	Pro rata sharing
	 
	8.6.1	 	If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an
Obligor other than in accordance with this clause 8 and applies that amount to a payment due
under the Facility Documents then:






	 	(a)	 	the Recovering Finance Party shall within three (3) Business Days notify
details of the receipt or recovery to the Facility Agent;
	 
	 	(b)	 	the Facility Agent shall determine whether the receipt or recovery is in
excess of the amount the Recovering Finance Party would have been paid had the
receipt or recovery been received or made by the Facility Agent and distributed in
accordance with the relevant provisions of this clause 8, without taking account of
any Tax which would be imposed on the Facility Agent in relation to the receipt,
recovery or distribution; and
	 
	 	(c)	 	the Recovering Finance Party shall within three (3) Business Days of demand
by the Facility Agent pay to the Facility Agent an amount (the Sharing Payment) equal
to such receipt or recovery less any amount which the Facility Agent determines may
be retained by the Recovering Finance Party as its share of any payment to be made in
accordance with the relevant provisions of this clause 8.




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	8.6.2	 	The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant
Obligor and distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with the relevant provisions of this clause 8.
	 
	8.6.3	 	On a distribution by the Facility Agent under clause 8.6.2, the Recovering Finance Party
will be subrogated to the rights of the Finance Parties which have shared in the
redistribution.
	 
	8.6.4	 	If and to the extent that the Recovering Finance Party is not able to rely on its rights
under clause 8.6.3, the relevant Obligor shall be liable to the Recovering Finance Party for
a debt equal to the Sharing Payment which is immediately due and payable.
	 
	8.6.5	 	If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party then:






	 	(a)	 	each Finance Party which has received a share of the relevant Sharing
Payment pursuant to clause 8.6.2 shall upon the request of the Facility Agent pay to
the Facility Agent for the account of that Recovering Finance Party an amount equal
to the appropriate part of its share of the Sharing Payment (together with such
amount as is necessary to reimburse that Recovering Finance Party for its proportion
of any interest on the Sharing Payment which that Recovering Finance Party is
required to pay); and
	 
	 	(b)	 	that Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Obligor will be liable to the
reimbursing Finance Party for the amount so reimbursed.






	8.6.6	 	This clause 8.6 shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this clause 8.6, have a valid and enforceable claim
against the relevant Obligor.
	 
	8.6.7	 	A Recovering Finance Party is not obliged to share with any other Finance Party any amount
which the Recovering Finance Party has received or recovered as a result of taking legal or
arbitration proceedings if:






	 	(a)	 	it notified that other Finance Party of the legal or arbitration
proceedings; and
	 
	 	(b)	 	that other Finance Party had an opportunity to participate in those legal
or arbitration proceedings but did not do so as soon as reasonably practicable having
received notice and did not take separate legal or arbitration proceedings.






	8.7	 	Set off
	 
	8.7.1	 	The Security Trustee in its capacity as Account Bank may (and it is hereby authorised and
instructed to) set off any amount from time to time standing to the credit of the Liquidity
Reserve Account or the Collection Account against any amount then due and payable by any
Obligor to any of the Beneficiaries pursuant to the Facility Documents (including any amount
due and payable pursuant to clause 2 of the Accounts Pledge), regardless of the place of
payment, booking branch or currency of either obligation.
	 
	8.7.2	 	Any amount set off pursuant to clause 8.7.1 shall be applied in accordance with the
relevant provisions of this clause 8.
	 
	8.8	 	Obligation to apply
	 
	 	 	Each party to this Deed agrees that it will pay and apply all and any Proceeds received by it
in accordance with the provisions of this clause 8.
	 
	9	 	Payments
	 
	9.1	 	Payments to the Security Trustee




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	9.1.1	 	On each date on which an Obligor or a Finance Party is required to make a payment to the
Security Trustee or the Facility Agent, that Obligor or Finance Party shall make the same
available to the Security Trustee or the Facility Agent (as applicable) (unless a contrary
indication appears in a Facility Document) for value on the due date at the time and in such
funds specified by the Security Trustee or the Facility Agent (as applicable) as being
customary at the time for settlement of transactions in the relevant currency in the place of
payment.
	 
	9.1.2	 	Payment shall be made to such account in the principal financial centre of the country of
that currency with such bank as the Security Trustee or the Facility Agent (as applicable)
specifies.
	 
	9.2	 	Distributions by the Security Trustee and the Facility Agent
	 
	 	 	Each payment received by the Security Trustee or the Facility Agent under any of the Facility
Documents for another person shall be made available by the Security Trustee or the Facility
Agent (as applicable) as soon as practicable after receipt to the person entitled to receive
payment in accordance with that Facility Document (in the case of a Lender, for the account
of its Facility Office) to such account as that person may notify to the Security Trustee or
the Facility Agent (as applicable) by not less than five (5) Business Days’ notice with a
bank in the principal financial centre of the country of that currency.
	 
	9.3	 	Clawback
	 
	9.3.1	 	Where a sum is paid to the Security Trustee or the Facility Agent under the Facility
Documents for the account of another person, the Security Trustee or the Facility Agent (as
applicable) is not obliged to pay that sum to that other person (or to enter into or perform
any related exchange contract) until it has been able to establish to its satisfaction that
it has actually received that sum.
	 
	9.3.2	 	If the Security Trustee or the Facility Agent pays an amount to another person and it
proves to be the case that the Security Trustee or the Facility Agent (as applicable) had not
actually received that amount, then the person to whom that amount (or the proceeds of any
related exchange contract) was paid by the Security Trustee or the Facility Agent (as
applicable) shall on demand refund the same to the Security Trustee or the Facility Agent (as
applicable) together with interest on that amount from the date of payment to the date of
receipt by the Security Trustee or the Facility Agent (as applicable), calculated by the
Security Trustee or the Facility Agent (as applicable) to reflect its cost of funds.
	 
	10	 	Calculations and certificates
	 
	10.1	 	Accounts
	 
	 	 	In any litigation or arbitration proceedings arising out of or in connection with a Facility
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate and in any litigation or arbitration proceedings
arising out of or in connection with the Servicing Agreement, the entries made in the
accounts maintained by the Servicer are prima facie evidence of the matters to which they
relate.
	 
	10.2	 	Certificates and determinations
	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under any Facility
Document is, in the absence of manifest error, conclusive evidence of the matters to which it
relates and any certification or determination by the Servicer under the Servicing Agreement
is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
	 
	11	 	Operational indemnity
	 
	11.1	 	Subject to clause 11.2, the Borrower agrees to defend, indemnify and hold harmless each of
the Indemnitees on demand from and against any and all Losses as a result of claims by third
parties (regardless of when the same are made or incurred) which:




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	11.1.1	 	may at any time be suffered or incurred directly or indirectly as a result of or connected
with the possession, delivery, performance, transportation, replacement, exchange, removal,
pooling, interchange, sub-leasing, wet leasing, chartering, importation, exportation,
storage, presence, management, ownership, registration, control, maintenance, condition,
service, repair, overhaul, leasing, use, operation or redelivery of any Aircraft (or any part
thereof) (either in the air or on the ground) whether or not those Losses may be attributable
to any defect in any Aircraft (or any part thereof) or to its design, testing or use or
otherwise, and regardless of when the same arises or whether it arises out of or is
attributable to any act or omission, negligent or otherwise, of any Indemnitee;
	 
	11.1.2	 	arise out of any act or omission which invalidates or which renders voidable any of the
Insurances;
	 
	11.1.3	 	arise in relation to preventing or attempting to prevent the arrest, confiscation, seizure,
taking in execution, impounding, forfeiture or detention of any Aircraft (or any part
thereof), or in securing its release; or
	 
	11.1.4	 	may at any time be suffered or incurred as a consequence of any design, article or material
in any Aircraft (or any part thereof) or its operation or use constituting an infringement of
patent, copyright, trademark, design or other proprietary right or a breach of any obligation
of confidentiality owed to any person in respect of any of the matters referred to in this
clause 11.1.
	 
	11.2	 	The Borrower shall not be required to defend, indemnify and/or hold harmless any Indemnitee
from or against any Loss referred to in clause 11.1 to the extent that that Loss:
	 
	11.2.1	 	arises solely as a result of the gross negligence or wilful misconduct of that Indemnitee;
	 
	11.2.2	 	constitutes the ordinary and usual operating and overhead expenses of that Indemnitee;
	 
	11.2.3	 	is indemnified pursuant to clause 12 or clause 13 of the Facility Agreement;
	 
	11.2.4	 	has been recovered and retained by that Indemnitee pursuant to another indemnity provision
of the Facility Documents;
	 
	11.2.5	 	would not have been incurred or suffered or otherwise would not have arisen but for any
breach by that Indemnitee of any of its express representations, warranties or obligations
under any Facility Document (but excluding any breach in consequence of a failure by any
Obligor to perform any of its obligations under any Facility Document); or
	 
	11.2.6	 	arises as a result of the existence of any Security created by or through that Indemnitee.
	 
	11.3	 	The indemnities contained in this clause 11 will continue in full force after the Termination Date.
	 
	12	 	Mitigation
	 
	12.1	 	Mitigation
	 
	12.1.1	 	Subject to clause 12.2, each Finance Party shall in consultation with the Borrower take all
reasonable steps to mitigate any circumstances which arise and which would result in any
amount becoming payable under clause 11 including transferring its rights and obligations
under the Facility Documents to another Affiliate or Facility Office.
	 
	12.1.2	 	Clause 12.1.1 does not in any way limit the obligations of any Obligor under the Facility
Documents.
	 
	12.2	 	Limitation of liability




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	12.2.1	 	The Borrower shall indemnify each Finance Party for all costs and expenses (including legal
fees) together with any applicable VAT reasonably incurred by that Finance Party as a result
of any steps taken by it under clause 12.1.
	 
	12.2.2	 	No Finance Party is obliged to take any steps under clause 12.1 if in the opinion of that
Finance Party (acting reasonably) to do so might be prejudicial to it.
	 
	13	 	Consents and decisions of the Lenders
	 
	13.1	 	Required consents
	 
	13.1.1	 	Subject to clause 13.2, any term of any Facility Document other than the Hedging Agreements
may be amended or waived only with the consent of the Majority Lenders and the Obligor or
Obligors who are party to that Facility Document and any such amendment or waiver will be
binding on all parties.
	 
	13.1.2	 	The Facility Agent may effect on behalf of any Finance Party any amendment or waiver
permitted by this clause 13.1.
	 
	13.2	 	Exceptions
	 
	13.2.1	 	An amendment or waiver that has the effect of changing or which relates to:






	 	(a)	 	the definition of Majority Lenders in clause 1.1 of the Facility Agreement;
	 
	 	(b)	 	an extension to the date of payment of any amount under the Facility
Documents;
	 
	 	(c)	 	a reduction in the Margin or a reduction in the amount of any payment of
principal, interest, fees or commission payable;
	 
	 	(d)	 	an increase in or an extension of any Commitment and/or the Total
Commitments;
	 
	 	(e)	 	a change to any Borrower Party other than pursuant to an Approved Change in
Structure;
	 
	 	(f)	 	any provision which expressly requires the consent of all the Lenders; or
	 
	 	(g)	 	clause 2.2 or clause 22 of the Facility Agreement,






	 	 	shall not be made without the prior consent of all the Lenders.
	 
	13.2.2	 	An amendment or waiver which relates to the rights or obligations of any Representative may
not be effected without the consent of that Representative.
	 
	13.3	 	Majority Lenders’ instructions
	 
	13.3.1	 	Unless a contrary indication appears in a Facility Document:






	 	(a)	 	each Representative shall exercise any right, power, authority or discretion
vested in it in accordance with any instructions given to it by the Majority Lenders
(or, if so instructed by the Majority Lenders, refrain from exercising any such right,
power, authority or discretion);
	 
	 	(b)	 	no Representative shall be liable for any act (or omission) if it acts (or
refrains from taking any action) in accordance with an instruction of the Majority
Lenders; and
	 
	 	(c)	 	any instructions given by the Majority Lenders will be binding on all of the
Beneficiaries.





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	13.3.2	 	Any Representative may refrain from acting in accordance with the instructions of the
Majority Lenders (or all of the Lenders, as applicable) until it has received such security
as it may require for any Losses which it may incur in complying with those instructions.
	 
	13.3.3	 	In the absence of instructions from the Majority Lenders (or all of the Lenders, as
applicable), each Representative may act (or refrain from taking action) as it considers to
be in the best interest of the Finance Parties.
	 
	13.3.4	 	No Representative is authorised to act on behalf of a Finance Party in any legal or
arbitration proceedings relating to any Facility Document without first obtaining that
Finance Party’s consent.
	 
	14	 	Transfer Certificates and Accession Deeds
	 
	14.1	 	Transfer Certificates
	 
	 	 	Each party to this Deed who is not a party to the Facility Agreement irrevocably authorises
the Facility Agent to execute any Transfer Certificate on its behalf, without any
consultation with it, and acknowledges and agrees to the provisions of clause 22.5 of the
Facility Agreement as if those provisions were incorporated in full herein and as if all
references therein to the Obligors included a reference to each such party.
	 
	14.2	 	Accession Deeds
	 
	 	 	Each party to this Deed irrevocably authorises the Security Trustee to execute any Accession
Deed on its behalf, without any consultation with it.
	 
	15	 	Assignments and transfer by Obligors
	 
	 	 	No Obligor may assign any of its rights or transfer any of its rights or obligations under
the Facility Documents other than pursuant to an Approved Change in Structure.
	 
	16	 	Security Trustee
	 
	16.1	 	Trust
	 
	 	 	Each of the Beneficiaries appoints the Security Trustee to act as its security agent and
trustee to hold the Trust Property for the purposes of this Deed and the other Facility
Documents on the terms set out in this Deed and the other Trust Documents.
	 
	16.2	 	Declaration of trust
	 
	 	 	The Security Trustee hereby accepts its appointment under clause 16.1 and acknowledges and
declares that it holds the Trust Property on trust for the Beneficiaries and shall apply and
deal with the Trust Property in accordance with the provisions of this Deed.
	 
	16.3	 	Perpetuities
	 
	 	 	The trusts constituted or evidenced by this Deed shall remain in full force and effect until
whichever is the earlier of the expiration of a period of eighty (80) years from the date of
this Deed and receipt by the Security Trustee of written confirmation from the Beneficiaries
that all the obligations and liabilities for which such Trust Documents are constituted as
security have been discharged in full. The parties to this Deed declare that the perpetuity
period applicable to this Deed shall for the purposes of the Perpetuities and Accumulations
Act 1964 be a period of eighty (80) years from the date of this Deed.
	 
	16.4	 	Implicit powers




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	 	 	In its capacity as trustee in relation to the Trust Documents, the Security Trustee shall
without prejudice to any of the powers and immunities conferred upon trustees by law (and to
the extent not inconsistent with the provisions of this Deed or any of the other Trust
Documents) have all the same powers as a natural person acting as the beneficial owner of
that property and/or as are conferred upon the Security Trustee by this Deed and/or any of
the Trust Documents.
	 
	16.5	 	Determination of issues
	 
	 	 	The Beneficiaries agree that, in its capacity as trustee in relation to the Trust Documents,
the Security Trustee shall have full power to determine all questions and doubts arising in
relation to the interpretation or application of any of the provisions of this Deed or any of
the Trust Documents as it affects the Security Trustee and every such determination (whether
made upon a question actually raised or implied in the acts or proceedings of the Security
Trustee) shall be conclusive and shall bind each of the Beneficiaries.
	 
	16.6	 	Effect of Agreement
	 
	 	 	It is agreed between all parties to this Deed that in relation to any jurisdiction the courts
of which would not recognise or give effect to the trusts expressed to be constituted by this
Deed, the relationship of the Beneficiaries to the Security Trustee shall in the case of each
of the trusts constituted hereby be construed simply as one of principal and agent but, to
the fullest extent permissible under the laws of each and every such jurisdiction, this Deed
shall have full force and effect as between the parties.
	 
	16.7	 	Delegation of powers
	 
	 	 	Each other Beneficiary authorises the Security Trustee to exercise the rights, powers,
authorities and discretions specifically given to the Security Trustee under or in connection
with the Facility Documents together with any other incidental rights, powers, authorities
and discretions.
	 
	16.8	 	Limitation of liability
	 
	 	 	The Security Trustee shall have no duties, obligations or liabilities to any of the
Beneficiaries beyond those expressly stated in this Deed and the other Facility Documents and
specifically (but without prejudice to the generality of the foregoing) the Security Trustee
shall not be obliged to take any action or exercise any rights, remedies or powers under or
pursuant to this Deed or any of the other Facility Documents beyond those which it is
specifically instructed in writing to take or exercise as provided in clause 16.3 and then
only to the extent stated in such specific written instructions.
	 
	16.9	 	No liability to account
	 
	 	 	The Security Trustee shall not be bound to account to any Beneficiary for any sum or the
profit element of any sum received by it for its own account.
	 
	16.10	 	Business with the Group
	 
	 	 	The Security Trustee may accept deposits from, lend money to and generally engage in any kind
of banking or other business with any member of the Group.
	 
	16.11	 	Rights and discretions of the Security Trustee
	 
	16.11.1	 	The Security Trustee may rely on:






	 	(a)	 	any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and




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	 	(b)	 	any statement made by a director, authorised signatory or employee of any
person regarding any matters which may reasonably be assumed to be within his
knowledge or within his power to verify.






	16.11.2	 	The Security Trustee may assume (unless it has received notice to the contrary in its
capacity as trustee for the Beneficiaries) that:






	 	(a)	 	no Default has occurred (unless it has actual knowledge of a Default
arising under clause 18.1 of the Facility Agreement);
	 
	 	(b)	 	any right, power, authority or discretion vested in any party or the
Majority Lenders has not been exercised; and
	 
	 	(c)	 	any notice or request made by the Borrower is made on behalf of and with
the consent and knowledge of all the Obligors.






	16.11.3	 	The Security Trustee may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts.
	 
	16.11.4	 	The Security Trustee may act in relation to the Facility Documents through its personnel
and agents.
	 
	16.11.5	 	The Security Trustee may disclose to any other party any information it reasonably
believes it has received as trustee under this Deed.
	 
	16.11.6	 	Notwithstanding any other provision of any Facility Document to the contrary, the Security
Trustee is not obliged to do or omit to do anything if it would or might in its reasonable
opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty
of confidentiality.
	 
	16.12	 	Responsibility for documentation
	 
	 	 	The Security Trustee is not responsible:
	 
	16.12.1	 	for the adequacy, accuracy and/or completeness of any information (whether oral or
written) supplied by a Representative, an Obligor or any other person in or in connection
with any Facility Document; or
	 
	16.12.2	 	for the legality, validity, effectiveness, adequacy or enforceability of any Facility
Document or any other agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Facility Document; or
	 
	16.12.3	 	for the application of any Basel 2 Regulation to the transactions contemplated by the
Facility Documents.
	 
	16.13	 	Exclusion of liability
	 
	16.13.1	 	Without limiting clause 16.13.2, the Security Trustee will not be liable for any action
taken by it under or in connection with any Facility Document, unless directly caused by its
gross negligence or wilful misconduct.
	 
	16.13.2	 	No party (other than the Security Trustee) may take any proceedings against any officer,
employee or agent of the Security Trustee in respect of any claim it might have against the
Security Trustee or in respect of any act or omission of any kind by that officer, employee
or agent in relation to any Facility Document.
	 
	16.13.3	 	The Security Trustee will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Facility Documents to be paid by the
Security Trustee if the Security Trustee has taken all necessary
steps as soon as reasonably practicable 




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	 	 	to comply with the regulations or operating procedures of any recognised clearing
or settlement system used by the Security Trustee for that purpose.






	16.13.4	 	Nothing in this Deed shall oblige the Security Trustee to carry out any know your customer
or other checks in relation to any person on behalf of any Beneficiary and each Beneficiary
confirms to the Security Trustee that it is solely responsible for any such checks it is
required to carry out and that it may not rely on any statement in relation to such checks
made by the Security Trustee.
	 
	16.14	 	Indemnities to the Security Trustee
	 
	16.14.1	 	Without prejudice to any right to indemnity arising under Applicable Law or any other
provision of the Facility Documents, the Security Trustee and every agent or other person
appointed by it in connection with its appointment under this Deed shall be entitled to be
indemnified out of the proceeds of enforcement of the Trust Documents in respect of all
Expenses and Losses in respect of which the Security Trustee is entitled to be indemnified by
any Obligor pursuant to any other provision of this Deed or any other Facility Document but
which is not received by the Security Trustee when due, subject always to clause 8.
	 
	16.14.2	 	Each Lender shall indemnify the Security Trustee, in accordance with the proportion which
its participation in the Loans then outstanding bears to the participations of all of the
Lenders in the Loans then outstanding, within three (3) Business Days of demand, against all
Expenses and Losses incurred by the Security Trustee (otherwise than by reason of the
Security Trustee’s gross negligence or wilful misconduct) in acting as the Security Trustee
under the Facility Documents (unless the Security Trustee has been reimbursed by an Obligor
pursuant to a Facility Document).
	 
	16.15	 	Resignation of the Security Trustee
	 
	16.15.1	 	The Security Trustee may resign and appoint one of its Affiliates as successor by giving
notice to the other Beneficiaries.
	 
	16.15.2	 	Alternatively the Security Trustee may resign by giving notice to the other Beneficiaries,
in which case the Majority Lenders (after consultation with the Borrower) may appoint a
successor Security Trustee.
	 
	16.15.3	 	If the Majority Lenders have not appointed a successor Security Trustee in accordance with
clause 16.15.2 within thirty (30) days after notice of resignation was given, the Security
Trustee (after consultation with the Borrower) may appoint a successor Security Trustee.
	 
	16.15.4	 	The retiring Security Trustee shall, at its own cost, make available to the successor
Security Trustee such documents and records and provide such assistance as the successor
Security Trustee may reasonably request for the purposes of performing its functions as
Security Trustee under the Facility Documents.
	 
	16.15.5	 	The Security Trustee’s resignation notice shall only take effect upon the appointment of a
successor.
	 
	16.15.6	 	Upon the appointment of a successor, the retiring Security Trustee shall be discharged
from any further obligation in respect of the Facility Documents but shall remain entitled to
the benefit of this clause 16. Its successor and each of the other parties shall have the
same rights and obligations amongst themselves as they would have had if such successor had
been an original party.
	 
	16.15.7	 	After consultation with the Borrower, the Majority Lenders may, by notice to the Security
Trustee, require it to resign in accordance with clause 16.15.2. In this event, the Security
Trustee shall resign in accordance with clause 16.15.2.
	 
	16.16	 	Confidentiality




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	16.16.1	 	In acting as trustee for the Beneficiaries, the Security Trustee shall be regarded as
acting through its agency division which shall be treated as a separate entity from any other
of its divisions or departments.
	 
	16.16.2	 	If information is received by another division or department of the Security Trustee, it
may be treated as confidential to that division or department and the Security Trustee shall
not be deemed to have notice of it.
	 
	16.17	 	Relationship with the Lenders
	 
	 	 	The Security Trustee may treat each Lender as a Lender, entitled to payments under this Deed
and acting through its Facility Office unless it has received not less than five (5) Business
Days prior notice from that Lender to the contrary in accordance with the terms of this Deed.
	 
	16.18	 	Credit appraisal by the Beneficiaries
	 
	 	 	Without affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Facility Document, each Beneficiary confirms to the Security
Trustee that it has been, and will continue to be, solely responsible for making its own
independent appraisal and investigation of all risks arising under or in connection with any
Facility Document including but not limited to:






	16.18.1	 	the financial condition, status and nature of each member of the Group and each Obligor;
	 
	16.18.2	 	the legality, validity, effectiveness, adequacy or enforceability of any Facility Document
and any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Facility Document;
	 
	16.18.3	 	the application of any Basel 2 Regulation to the transactions contemplated by the Facility
Documents;
	 
	16.18.4	 	whether that Beneficiary has recourse, and the nature and extent of that recourse, against
any party or any of its respective assets under or in connection with any Facility Document,
the transactions contemplated by the Facility Documents or any other agreement, arrangement
or document entered into, made or executed in anticipation of, under or in connection with
any Facility Document; and
	 
	16.18.5	 	the adequacy, accuracy and/or completeness of any information provided by the Security
Trustee, any party or by any other person under or in connection with any Facility Document,
the transactions contemplated by the Facility Documents or any other agreement, arrangement
or document entered into, made or executed in anticipation of, under or in connection with
any Facility Document.






	16.19	 	Safekeeping of Trust Documents
	 
	 	 	The Security Trustee shall be entitled to place all deeds, certificates and other documents
relating to the Trust Property deposited with it under or pursuant to the Trust Documents or
any of them in any safe deposit, safe or receptacle selected by the Security Trustee or with
any solicitor or firm of solicitors and may make any such arrangements as it thinks fit for
allowing each Beneficiary access to, or its solicitors or auditors possession of, such
documents when necessary or convenient, and the Security Trustee shall not be responsible for
any Loss incurred in connection with any such deposit, access or possession.
	 
	16.20	 	Deduction from amounts payable by the Security Trustee
	 
	 	 	If any party owes an amount to the Security Trustee under the Facility Documents, the
Security Trustee may, after giving notice to that party, deduct an amount not exceeding that
amount from any payment to that party which the Security Trustee would otherwise be obliged
to make under the Facility Documents and apply the amount deducted in or towards satisfaction
of the amount




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	 	 	owed. For the purposes of the Facility Documents that party shall be regarded as having
received any amount so deducted.
	 
	16.21	 	Servicer as Beneficiary
	 
	16.21.1	 	The Servicer shall have no rights whatsoever to instruct or give directions to the
Security Trustee, to require that the Security Trustee take any action or exercise any right,
remedy or power or to determine any question or doubt, in each case, in relation to the Trust
Property, the Trust Documents or any other matter, except to the extent specifically provided
for by this Deed or the Servicing Agreement..
	 
	16.21.2	 	The Security Trustee shall not be required to consult with or have regard to the interests
of the Servicer when taking any action (including any enforcement action) or when exercising
any right, remedy or power, in each case, in relation to the Trust Property, the Trust
Documents or any other matter.






	17	 	Conduct of business by the Finance Parties
	 
	 	 	No provision of this Deed or any other Facility Document will:
	 
	17.1	 	interfere with the right of any Finance Party or the Servicer to arrange its affairs (Tax
or otherwise) in whatever manner it thinks fit;
	 
	17.2	 	oblige any Finance Party or the Servicer to investigate or claim any credit, relief,
remission or repayment available to it or the extent, order and manner of any claim; or
	 
	17.3	 	oblige any Finance Party or the Servicer to disclose any information relating to its
affairs (Tax or otherwise) or any computations in respect of Tax.
	 
	18	 	Subordination
	 
	18.1	 	No Obligor and, in the case of clause 18.1.3 below, no Finance Party shall:






	18.1.1	 	accept or demand any Security from the Borrower, any Lessor or any Owner;
	 
	18.1.2	 	take any step to enforce any right against the Borrower, any Lessor or any Owner;
	 
	18.1.3	 	initiate or take any action which would result in any Insolvency Event in relation to the
Borrower, any Lessor or any Owner; or
	 
	18.1.4	 	claim or prove in any Insolvency Event in relation to the Borrower, any Lessor or any Owner
except pursuant to clause 18.2.






	18.2	 	Each Obligor will, if so directed by the Security Trustee, prove in any Insolvency Event in
relation to the Borrower, any Lessor or any Owner.
	 
	18.3	 	Without prejudice to the provisions of clause 18.1, if an Obligor proves in any Insolvency
Event in relation to the Borrower, any Lessor or any Owner, that Obligor shall direct that
all dividends and other distributions in respect of its claim be paid to the Security Trustee
for application in accordance with the provisions of clause 8 and, to the extent that any
such dividend or other distribution is actually paid to that Obligor, that Obligor shall pay
that amount over to the Security Trustee as soon as it is received.
	 
	19	 	Limitation on recourse
	 
	19.1	 	General




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	19.1.1	 	Notwithstanding any provision of the Facility Documents to the contrary, but subject to
clause 19.2 and clause 19.3, the recourse of all parties (Restricted Parties) to the
Borrower, the Owners and the Lessors is limited to the assets of the Borrower, the Owners and
the Lessors respectively, after the discharge of any claims which as a matter of Applicable
Law rank ahead, and neither the Borrower nor any Owner nor any Lessor shall be personally
liable to any of the Restricted Parties.
	 
	19.1.2	 	Each of the Restricted Parties agrees that it will look solely to those assets (save as
provided in clause 19.2 and clause 19.3) and that it will not otherwise take any judicial or
other steps or proceedings or exercise any other right or remedy that it might otherwise have
against the Borrower, any Owner or any Lessor save that a Finance Party (but not any of the
other Restricted Parties other than the Servicer in respect of (b) and (c) only) and may:






	 	(a)	 	exercise its rights under the Facility Documents including by the issue or taking
of proceedings and/or (in the case of the Security Trustee only) the enforcement of the
security created thereunder;
	 
	 	(b)	 	claim or prove in any Insolvency Event in relation to the Borrower, any Owner or
any Lessor; or
	 
	 	(c)	 	issue or take proceedings to obtain a declaration or similar judgment order as to
the obligations or liabilities of the Borrower, any Owner or any Lessor.






	19.2	 	Continuing obligations
	 
	19.2.1	 	Notwithstanding clause 19.1 but subject always to clause 19.2.2, none of the obligations of
the Borrower, any Owner or any Lessor under the Facility Documents will be extinguished and
each will remain due to be performed on the date on which it is expressed to become due to be
performed and interest will continue to accrue on any unpaid amount in accordance with the
Facility Documents.
	 
	19.2.2	 	If, following the final distribution of all Proceeds and all other assets of the Borrower,
each Owner and each Lessor, whether pursuant to the enforcement of the Facility Documents or
otherwise, and provided that there is no prospect of any additional Proceeds and/or assets
being or becoming available, the Security Trustee determines in its absolute discretion that
the Borrower, any Owner or any Lessor is unable to pay and discharge in full all of its
obligations and liabilities under and pursuant to the Facility Documents, the Security
Trustee may (but shall not be obliged to) declare that none of the Beneficiaries shall have
any further claim against the Borrower, that Owner or that Lessor (as applicable) in respect
of those obligations and liabilities all of which shall be deemed to be discharged and
extinguished.
	 
	19.3	 	Exceptions to limited recourse
	 
	 	 	Notwithstanding clause 19.1 and clause 19.2, if any Specified Event occurs:






	19.3.1	 	the Borrower, the relevant Owner or the relevant Lessor will be personally liable to the
Finance Parties (but not to any of the other Restricted Parties) for any Losses incurred by
any Finance Party as a result of that Specified Event if that Specified Event is caused by
the Borrower or that Lessee (as applicable); and
	 
	19.3.2	 	each Finance Party (but not any of the other Restricted Parties) will be at liberty to
pursue all of its rights and remedies against the Borrower, each Owner and each Lessor and
all of their respective assets without restriction.






	20	 	Partial invalidity
	 
	 	 	If, at any time, any provision of the Facility Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or




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






	21	 	Remedies and waivers
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Facility Documents shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Deed are
cumulative and not exclusive of any rights or remedies provided by law.
	 
	22	 	Notices
	 
	22.1	 	Communications in writing
	 
	 	 	Any communication to be made under or in connection with the Facility Documents shall be made
in writing and, unless otherwise stated, may be made by fax or letter.
	 
	22.2	 	Addresses
	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each party for any communication or document to be made or
delivered under or in connection with the Facility Documents is:






	22.2.1	 	in the case of each of the Borrower and the Principal Guarantor, that identified with its
name below;
	 
	22.2.2	 	in the case of each Lender, each Arranger or any other Obligor, that notified in writing to
the Facility Agent on or prior to the date on which it becomes a party to this Deed; and
	 
	22.2.3	 	in the case of each of the Facility Agent and the Security Trustee, that identified with
its name below,




Borrower



Genesis Portfolio Funding I Limited

4450 Atlantic Avenue

Westpark, Shannon

County Claire

Ireland



Fax:           +353 61 364 642

Attention:      CEO or Director



Principal Guarantor



Genesis Lease Limited

4450 Atlantic Avenue

Westpark, Shannon

County Claire

Ireland



Fax:            +353 61 364 642

Attention:     CEO or Director



Facility Agent



HSH Nordbank AG


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Martensdamm 6

D-24103 Kiel

Germany



Fax:           +49 431 900 34250 with a copy to +49 431 900 612705

Attention:      Transport/Aviation Europe



Security Trustee



HSH Nordbank AG

Martensdamm 6

D-24103 Kiel



Germany

Fax:           +49 431 900 34250 with a copy to +49 431 900 612705

Attention:       Transport/Aviation Europe





	 	 	or any substitute address or fax number or department or officer as the party may notify to
the Facility Agent (or the Facility Agent may notify to the other parties, if a change is
made by the Facility Agent) by not less than five (5) Business Days’ notice.
	 
	22.3	 	Delivery
	 
	22.3.1	 	Any communication or document made or delivered by one person to another under or in
connection with the Facility Documents will only be effective:






	 	(a)	 	if by way of fax, when received in legible form; or
	 
	 	(b)	 	if by way of letter, when it has been left at the relevant address or five
(5) Business Days after being deposited in the post postage prepaid in an envelope
addressed to it at that address,






	 	 	and, if a particular department or officer is specified as part of its address details
provided under clause 22.2, if addressed to that department or officer.
	 
	22.3.2	 	Any communication or document to be made or delivered to the Facility Agent or the Security
Trustee will be effective only when actually received by the Facility Agent or the Security
Trustee (as applicable) and then only if it is expressly marked for the attention of the
department or officer identified with the Facility Agent’s signature or the Security
Trustee’s signature (as applicable) below (or any substitute department or officer as the
Facility Agent or the Security Trustee (as applicable) shall specify for this purpose).
	 
	22.3.3	 	All notices from or to a Borrower Party shall be sent through the Facility Agent.
	 
	22.3.4	 	Any communication or document made or delivered to the Borrower in accordance with this
clause 22 will be deemed to have been made or delivered to each of the Borrower Parties.
	 
	22.4	 	Notification of address, fax number and telex number
	 
	 	 	Promptly upon receipt of notification of an address or fax number or change of address, or
fax number pursuant to clause 22.2 or changing its own address, fax number or telex number,
the Facility Agent shall notify the other parties.
	 
	22.5	 	Electronic communication
	 
	22.5.1	 	Any communication to be made between the Finance Parties under or in connection with the
Facility Documents may be made by electronic mail or other electronic means, if the Finance
Parties:




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	 	(a)	 	agree that, unless and until notified to the contrary, this is to be an
accepted form of communication;
	 
	 	(b)	 	notify each other in writing of their electronic mail address and/or any
other information required to enable the sending and receipt of information by that
means; and
	 
	 	(c)	 	notify each other of any change to their address or any other such
information supplied by them.






	22.5.2	 	Any electronic communication made between the Finance Parties will be effective only when
actually received in readable form and only if it is addressed in such a manner as the
relevant Finance Party shall specify for this purpose.
	 
	22.6	 	English language
	 
	22.6.1	 	Any notice given under or in connection with any Facility Document must be in English.
	 
	22.6.2	 	All other documents provided under or in connection with any Facility Document must be:






	 	(a)	 	in English; or
	 
	 	(b)	 	if not in English, and if so required by the Facility Agent or the Security
Trustee, accompanied by a certified English translation and, in this case, the
English translation will prevail unless the document is a constitutional, statutory
or other official document.






	23	 	Counterparts
	 
	 	 	Each Facility Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Facility
Document.
	 
	24	 	Governing law
	 
	 	 	This Deed is governed by English law.
	 
	25	 	Enforcement
	 
	25.1	 	Jurisdiction
	 
	25.1.1	 	The courts of England have exclusive jurisdiction to settle any dispute arising out of or
in connection with this Deed (including a dispute regarding the existence, validity or
termination of this Deed) (a Dispute).
	 
	25.1.2	 	The parties agree that the courts of England are the most appropriate and convenient courts
to settle Disputes and accordingly no party will argue to the contrary.
	 
	25.1.3	 	This clause 25.1 is for the benefit of the Finance Parties only. As a result, no Finance
Party shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent
proceedings in any number of jurisdictions.
	 
	25.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, each Obligor:






	25.2.1	 	irrevocably appoints Freshfields Bruckhaus Deringer LLP at its registered office for the
time being (presently of 65 Fleet Street, London EC4Y 1HS, England) as its agent for service
of process in relation to any proceedings before the English courts in connection with any
Facility Document; and




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	25.2.2	 	agrees that failure by a process agent to notify the relevant Obligor of the process will
not invalidate the proceedings concerned.
	 
	26	 	Confidentiality
	 
	 	 	Each of the parties hereto acknowledges that the existence of, and the terms and conditions
of, the Transaction Documents and the documents and information provided to it pursuant to
the Transaction Documents and the commercial and financial arrangements evidenced by the
Transaction Documents and the documents and information provided to it pursuant to the
Transaction Documents are considered by the parties hereto as confidential information and
commercially sensitive information. Accordingly, each of the parties hereto agrees that it
shall treat such information as confidential and personal to it and will not, without the
prior written consent of each of the other parties hereto, disclose such information to any
parties except that any party may disclose the terms of the Transaction Documents and/or the
documents and information provided to it pursuant to the Transaction Documents:
	 
	26.1	 	to any Government Entity to whom it is obliged to disclose such information;
	 
	26.2	 	to its auditors, legal, tax and other professional advisors (who are bound by their own
professional rules of confidentiality or recognised or published etiquette);
	 
	26.3	 	to the other parties hereto and to their auditors, tax and legal advisors;
	 
	26.4	 	to each process agent appointed by a party hereto for the purposes of the Transaction
Documents;
	 
	26.5	 	to potential transferees of, or participants with, any party hereto (subject to the
signature by such potential transferee or participant of a confidentiality undertaking in
similar terms to this clause 26);
	 
	26.6	 	to any person entitled pursuant to an order or relevant request of any court, legal, taxing
authority or regulatory body having jurisdiction over any party hereto;
	 
	26.7	 	in accordance with any obligation to disclose imposed by any Applicable Law in connection
with any legal proceedings arising out of or in connection with the Transaction Documents;
and
	 
	26.8	 	as it may consider (acting reasonably) necessary or advisable in connection with the
enforcement of any of its rights under or in respect of the Transaction Documents.






IN WITNESS WHEREOF this Deed has been duly executed as a deed and delivered the day and year first
above written.


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Schedule 1

Operating Lease Requirements





	1	 	Each Operating Lease for an Aircraft must be in the English language and contain the
following provisions:






	 	(a)	 	Representations and warranties or a legal opinion or such other comfort
acceptable to the Lessor for that Aircraft as to, without limitation, the due execution
of that Operating Lease by the Operator for that Aircraft and the validity of that
Operator’s obligations thereunder, due authorisation of that Operating Lease and
procurement of relevant licenses and permits in connection therewith.
	 
	 	(b)	 	Permission to sublease only if that Operator remains obligated to make payments
under that Operating Lease.
	 
	 	(c)	 	Provisions requiring that Operator not to create any Security in respect of that
Aircraft or the Engines for that Aircraft, except for exceptions thereto consistent with
Leasing Company Practice, including Security not affecting the use or operation of that
Aircraft arising in the ordinary course of that Operator’s business.
	 
	 	(d)	 	Provisions stipulating that that Operating Lease will terminate if there is a
Total Loss of that Aircraft.
	 
	 	(e)	 	Provisions for redelivery of that Aircraft, including, if applicable, replacement
engines and parts, on expiry or termination of that Operating Lease, specifying the
required return condition and any obligation of that Operator to remedy or compensate
the Lessor for that Aircraft, directly or indirectly, for any material deviations from
such return condition, in each case, considering the other terms of that Operating Lease
and to the extent consistent with Leasing Company Practice.
	 
	 	(f)	 	Provisions setting forth the conditions under which that Lessor may terminate
that Operating Lease and repossess that Aircraft, at any time after the expiration of
any agreed grace period or remedy period, in each case, consistent with Leasing Company
Practice.
	 
	 	(g)	 	Provisions prohibiting the assignment of any benefits or obligations under that
Operating Lease to any person, subject to exceptions consistent with Leasing Company
Practice.
	 
	 	(h)	 	Provisions acknowledging that when that Operator gives formal notice of
acceptance of that Aircraft, it takes delivery of that Aircraft with no condition,
warranty or representation of any kind having been given by or on behalf of that Lessor
in respect of that Aircraft, except as to matters expressly set forth in that Operating
Lease or in connection with the acceptance of that Aircraft.
	 
	 	(i)	 	Provisions stating that that Operator’s obligation to make rental payments is
absolute and unconditional under any and all circumstances and regardless of other
events or similar provisions, subject to exceptions consistent with Leasing Company
Practice.
	 
	 	(j)	 	Maintenance provisions consistent with Leasing Company Practice.
	 
	 	(k)	 	That Operating Lease shall not confer any ownership right, title or interest to
or in that Aircraft including by means of a purchase option.
	 
	 	(l)	 	That Operator must comply with all Applicable Law for the time being in force in
any country to, from, in or over which that Aircraft is flown and must not operate that
Aircraft in violation of Applicable Law or any insurance coverage required to be
maintained by that Operator.




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	 	(m)	 	That Operator must maintain insurance with respect to that Aircraft which
complies with the Insurance Requirements in full.
	 
	 	(n)	 	That Operator must indemnify that Lessor, the Owner for that Aircraft and the
Indemnitees from and against all liabilities incurred as a result of the operation of
that Aircraft, such indemnity to be on terms and subject to exceptions consistent with
Leasing Company Practice.






	2	 	All provisions of each Operating Lease must otherwise be consistent with Leasing Company
Practice.
	 
	3	 	The Operating Lease for that Aircraft, any other Aircraft Documents for that Aircraft and the
Aircraft Security Documents for that Aircraft are executed and delivered by each of the
parties thereto.
	 
	4	 	The Security Trustee shall have received such legal opinions, documents and other evidence
for that Aircraft as it may reasonably require in relation to the Aircraft Security Documents
for that Aircraft.
	 
	5	 	The requirements for that Aircraft set out in sections 1 and 2 of Schedule 2 shall be
complied with in full.
	 
	6	 	Any ancillary documents entered into by an Operator shall not contain any provisions which
conflict with or qualify the provisions of this Schedule 1.




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Schedule 2

Aircraft Requirements





	1	 	Registration, title and nameplates






	 	(a)	 	Title to each Aircraft shall be and remain vested in the Owner for that
Aircraft or the Owner Trustee for that Aircraft (as applicable) subject to the
Aircraft Mortgage for that Aircraft and Permitted Security.
	 
	 	(b)	 	The Borrower, the Owner for an Aircraft and the Lessor for that Aircraft
shall procure that:






	 	(i)	 	that Aircraft is registered with the Aviation Authority for that
Aircraft in the State of Registration for that Aircraft;
	 
	 	(ii)	 	the ownership interest of that Owner in that Aircraft is
registered, recorded and noted in the register maintained by that Aviation
Authority to the fullest extent possible in accordance with Applicable Law of
that State of Registration.






	 	(c)	 	No Obligor shall do or knowingly permit to be done anything that would
prejudice or cancel any registration required by this Deed.
	 
	 	(d)	 	No Obligor shall do or knowingly permit to be done anything that would
jeopardise the rights of the Owner for that Aircraft or the Owner Trustee for that
Aircraft (as applicable) as owner of that Aircraft or the rights of the Security
Trustee as mortgagee of that Aircraft or the rights of any of the Finance Parties in
relation to the Security created under the Facility Documents.
	 
	 	(e)	 	Each Obligor shall cause to be taken all actions necessary or reasonably
requested by the Facility Agent to maintain and protect the interests of the Finance
Parties, the Lessor for that Aircraft and the Owner for that Aircraft under the
Aircraft Security Documents for that Aircraft and to prevent the rights of that Owner
as owner of that Aircraft or the rights of the Security Trustee as mortgagee of that
Aircraft or the rights of any of the Finance Parties in relation to the Security
created under the Facility Documents from being jeopardised and no Borrower Party
shall take any action which might reasonably be expected to jeopardise any such
rights.
	 
	 	(f)	 	The Borrower shall within sixty (60) days after the Utilisation Date for
the Loan for that Aircraft or by such later date as the Facility Agent may agree
cause to be affixed and maintained and not cover up or permit to be covered up a
fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent
position on the flight-deck or cockpit of that Aircraft and in a prominent position
on each of the Engines for that Aircraft stating:
	 
	 	 	 	THIS AIRCRAFT IS OWNED BY [INSERT DETAILS OF RELEVANT OWNER], IS LEASED TO [INSERT
DETAILS OF RELEVANT LESSOR], IS SUBLEASED TO [INSERT DETAILS OF RELEVANT OPERATOR]
AND IS MORTGAGED TO HSH NORDBANK AG AS SECURITY TRUSTEE.
	 
	 	(g)	 	No Obligor other than the Owner for that Aircraft shall hold itself out to
any person as owner of that Aircraft or any part of it, and when any person enquires
as to the ownership of that Aircraft or any part of it, each Obligor will make clear
to that person that title to the same is held by the Owner for that Aircraft subject
to the Aircraft Mortgage for that Aircraft.
	 
	 	(h)	 	No Obligor shall attempt or hold itself out as having any power to sell,
charge, lease or otherwise dispose of or encumber that Aircraft or any of its Engines
or Parts other than as permitted under this Deed or any other Facility Document other
than in the context of




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	 	 	 	an Approved Change in Structure or in anticipation of the prepayment of the whole of
the Loan for that Aircraft pursuant to clause 7.5 of the Facility Agreement.
	 
	 	(i)	 	No Obligor shall at any time represent or hold out any Beneficiary as
carrying goods or passengers on that Aircraft or as being in any way connected or
associated with any operation of carriage (whether for hire or reward, or
gratuitously) that may be undertaken in relation to that Aircraft.
	 
	 	(j)	 	No Obligor has any authority to pledge and no Obligor shall pledge the
credit of any Beneficiary for any fees, costs or expenses connected with any
maintenance, overhaul, repairs, replacements or modifications to that Aircraft or any
part thereof or otherwise connected with the use or operation of that Aircraft or any
part thereof.
	 
	 	(k)	 	If at any time the Geneva Convention and/or the Cape Town Convention is or
becomes ratified by, or recognised or made applicable in, the State of Registration
for that Aircraft and/or the jurisdiction of incorporation and/or Centre of
Administration of the Owner for that Aircraft and/or the Owner Trustee for that
Aircraft (as applicable) and/or (if different) the Lessor for that Aircraft, the
Borrower shall, at its own cost, do all such acts and things, and provide, execute
and deliver any documents, requested by the Security Trustee and which are necessary
or advisable in order to register any interest under the Transaction Documents or any
interest in that Aircraft or any part thereof permitted by the Geneva Convention
and/or the Cape Town Convention.






	2	 	Cape Town Convention
	 
	2.1	 	The Convention and the Protocol shall be read and interpreted together as a single
instrument as required by Article 6(1) of the Convention. In this section 2 the following
expressions have the respective meanings given to them in Article 1 of the Consolidated Text:




aircraft engines



aircraft object



assignment



associated rights



contract of sale



creditor



international interest



leasing agreement



prospective international interest



prospective sale



registry authority



sale



security agreement



buyer



State of registry


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	2.2	 	With respect to each Aircraft, the Lessor for that Aircraft and the Owner for that Aircraft
agree that:






	 	(a)	 	that Aircraft shall initially be registered on the aircraft register of the
Initial State of Registration, which is the State of registry for the purposes of the
Cape Town Convention;
	 
	 	(b)	 	the Airframe for that Aircraft is an airframe and accordingly is an aircraft
object to which this Deed relates for the purposes of the Cape Town Convention and its
manufacturer, aircraft type, manufacturer’s serial number and registration mark are
those indicated in Schedule 7 to the Facility Agreement; the Engines for that Aircraft
are aircraft engines and accordingly aircraft objects for the purposes of the Cape
Town Convention and their manufacturer, engine type and manufacturer’s serial numbers
are those indicated in Schedule 7 to the Facility Agreement;
	 
	 	(c)	 	the prospective international interests of each of that Lessor and that Owner
and/or the Owner Trustee for that Aircraft (as applicable) as a creditor in that
Airframe and each of those Engines, each being a lessor under a leasing agreement of
an aircraft object, shall on or prior to the Utilisation Date for the Loan for that
Aircraft have been registered as prospective international interests under the Cape
Town Convention in that Airframe and those Engines, and each such registration may be
amended or extended prior to its expiry by either that Lessor or that Owner or that
Owner Trustee (as applicable) with the consent in writing of the Facility Agent and
shall be so amended or extended if the Facility Agent so requires;
	 
	 	(d)	 	the events which are referred to in clause 18 of the Facility Agreement as
Events of Default are events that constitute a default or otherwise give rise to the
rights and remedies specified in Articles 12 to 15 and 20 of the Consolidated Text;
	 
	 	(e)	 	the Security Trustee shall have the remedies referred to in Articles 15(1)
and 20(1) of the Consolidated Text;
	 
	 	(f)	 	the Owner for that Aircraft and/or the Owner Trustee for that Aircraft (as
applicable) has power to dispose of that Airframe and those Engines for the purpose of
Article 10(b) of the Consolidated Text;
	 
	 	(g)	 	the Lessor for that Aircraft and the Owner for that Aircraft and/or the Owner
Trustee for that Aircraft (as applicable) may assign the associated rights (as defined
in Article 1 of the Consolidated Text) under the Obligor Assignment for that Aircraft
and the Owner Trustee Assignment for that Aircraft (if any) respectively, which
associated rights consist of all rights to payment or other performance by that Lessor
and that Owner and/or that Owner Trustee (as applicable) respectively (as debtor)
under this Deed including the performance by that Lessor and that Owner and/or that
Owner Trustee (as applicable) respectively of clause 21.9 of the Facility Agreement
and are associated with that Airframe and those Engines being aircraft objects for the
purposes of the Cape Town Convention. Any such assignment shall transfer to the
Security Trustee the related international interests of that Lessor or that Owner
and/or that Owner Trustee (as applicable);
	 
	 	(h)	 	the Lessor for that Aircraft and the Owner for that Aircraft and/or the Owner
Trustee for that Aircraft (as applicable) shall cooperate with the Security Trustee at
the Borrower’s expense in order to effect registration pursuant to the Cape Town
Convention of the international interests of the Security Trustee as creditor in
respect of the security agreement and the assignments constituted by the Aircraft
Mortgage for that Aircraft, that Obligor Assignment and that Owner Trustee Assignment
and of any associated agreement related to the ranking of priority between the various
international interests and/or the interests of the Security Trustee, that Lessor,
that Owner and/or that Owner Trustee and/or that Operator.




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	2.3	 	With respect to each Aircraft, if at any time the Cape Town Convention becomes Applicable
Law in the State of Registration for that Aircraft and/or in relation to the Lessor for that
Aircraft and/or the Owner for that Aircraft and/or the Owner Trustee for that Aircraft and/or
the Operator for that Aircraft including if that Lessor’s and/or that Owner’s and/or that
Owner Trustee’s and/or that Operator’s jurisdiction of incorporation and/or Centre of
Administration is or becomes a jurisdiction that has ratified the Cape Town Convention, the
Borrower shall do or cause to be done any and all acts which may be required or desirable in
connection with the terms of the Cape Town Convention to register, perfect, preserve and/or
enhance any international interests of that Lessor, that Owner, that Operator, that Owner
Trustee and/or any of the Finance Parties with respect to aircraft objects to which the
Aircraft Security Documents for that Aircraft relate.
	 
	2.4	 	With respect to each Aircraft, if any of the Engines for that Aircraft is at any time
replaced by a replacement engine, the Lessor for that Aircraft and the Owner for that
Aircraft and/or the Owner Trustee for that Aircraft (as applicable) shall and that Lessor
shall procure that the Operator for that Aircraft shall, at the Borrower’s expense and on or
prior to title to the replacement engine being vested in the Owner for that Aircraft and/or
the Owner Trustee for that Aircraft (as applicable), take such steps as shall be available to
them under the terms of the Cape Town Convention and as are necessary:






	 	(a)	 	to constitute in favour of each of that Lessor and that Owner and/or that
Owner Trustee (as applicable) as a creditor (each being a lessor under a leasing
agreement of an aircraft object) an international interest in the replacement engine,
including for this purpose entering into one or more supplements to this Deed, the
Intermediate Lease for that Aircraft (if any) and the Operating Lease for that
Aircraft in such form or forms as the Facility Agent shall reasonably require
providing that the replacement engine (which shall be identified in such supplement in
the same manner as is provided in Schedule 7 to the Facility Agreement) shall be
leased by that Lessor and that Owner and/or that Owner Trustee (as applicable) to that
Operator with effect from title to the same vesting in the Owner for that Aircraft
and/or the Owner Trustee for that Aircraft (as applicable) under the bill of sale
referred to in paragraph (c) below and that the replacement engine shall be an Engine
for that Aircraft for the purposes of this Deed;
	 
	 	(b)	 	to register such international interests in accordance with Chapter V of the
Consolidated Text;
	 
	 	(c)	 	to enter into a bill of sale with respect to the replacement engine which
complies with the formalities of Article 11 of the Consolidated Text;
	 
	 	(d)	 	to register the bill of sale with respect to the replacement engine in
accordance with Chapter V of the Consolidated Text; and
	 
	 	(e)	 	to subject the relevant replacement engine to the security constituted by the
Aircraft Mortgage for that Aircraft, and to register the international interest of the
Security Trustee under that Aircraft Mortgage in respect of such replacement engine in
accordance with Chapter V of the Consolidated Text.






	3	 	Prevention of arrest
	 
	 	 	No Obligor will take, and each Obligor will use all reasonable endeavours to prevent, any
action which could reasonably be expected to result in an Aircraft or any of its Engines
being arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in
exercise or purported exercise of any possessory Security or other claim or otherwise taken
from the possession of the Owner for that Aircraft and/or the Owner Trustee for that Aircraft
(as applicable), the Lessor for that Aircraft and/or the Operator for that Aircraft and, if
any such arrest, confiscation, seizure, taking, impounding, forfeiture or detention occurs,
the Borrower will give the Facility Agent written notice thereof as soon as it becomes aware
of the same, and will make all reasonable efforts to procure the prompt release of that
Aircraft and each of its Engines.




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	4	 	Technical Records
	 
	 	 	The Borrower shall keep or procure that there are kept the Technical Records for each
Aircraft and shall keep as part thereof accurate, complete and current records of all flights
made by that Aircraft, each of its Engines and each of its Parts, and of all maintenance and
repairs carried out on that Aircraft, each of its Engines and each of its Parts, in
accordance with Leasing Company Practice. During any Off-Lease Period for that Aircraft,
those Technical Records shall be kept and maintained in English. In addition, if, upon the
expiry or other termination of any Operating Lease for that Aircraft, those Technical Records
are then not wholly in English, the Borrower shall procure that they are as soon as
reasonably practicable translated into English. Except as required by Applicable Law, those
Technical Records shall be the property of the Owner for that Aircraft and/or the Owner
Trustee for that Aircraft (as applicable) and shall be subject to the Aircraft Mortgage for
that Aircraft.
	 
	5	 	Insurance Requirements
	 
	 	 	The Borrower shall procure that the Insurance Requirements are complied with in full.

	 
	6	 	 Maintenance and operational requirements
	 
	 	 	The Borrower shall procure that each Aircraft is maintained and operated in accordance with
Applicable Law and the requirements of Leasing Company Practice.
	 
	7	 	Inspections






	 	(a)	 	At the commencement of each Operating Lease for an Aircraft, the Borrower
shall inform the Facility Agent of the inspection intervals for that Aircraft.
	 
	 	(b)	 	Upon completion of each inspection of that Aircraft by any Borrower Party
or any other person (other than the Operator for that Aircraft or a Finance Party),
the Borrower shall provide a copy of the inspection report to the Facility Agent.
	 
	 	(c)	 	During any Off-Lease Period for that Aircraft, the Facility Agent or its
nominee shall be entitled to inspect/survey that Aircraft by not less than five (5)
Business Days’ notice (or immediately at any time when an Event of Default has
occurred and is continuing) no more than once during each calendar year (unless an
Event of Default has occurred and is continuing).
	 
	 	(d)	 	All costs of an inspection/survey referred to in section 7(c) above shall
be for the account of the Borrower.




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Schedule 3

Insurance Requirements





	1	 	General






	 	(a)	 	The Borrower shall effect and maintain or cause to be effected and maintained in
full force and effect insurances on and with respect to each Aircraft that comply with
the provisions of this Deed with insurers and reinsurers and/or through brokers, in each
case, of recognised standing in the London, Paris or New York market or otherwise
reasonably satisfactory in all respects to the Facility Agent.
	 
	 	(b)	 	The insurances will be effected either:






	 	(1)	 	on a direct basis with insurers of recognised standing who normally
participate in aviation insurances in the leading international insurance markets
and led by internationally recognised and reputable underwriter(s); or
	 
	 	(2)	 	with a single internationally recognised and reputable insurer or
group of internationally recognised and reputable insurers who does not retain the
risk but effects substantial reinsurance with reinsurers in the leading
international insurance markets and through brokers each of internationally
recognised standing in the international aviation insurance markets for a
percentage which is consistent with prudent market practice (the Reinsurances).






	2	 	Hull insurance
	 
	 	 	The Borrower shall obtain and maintain or cause to be obtained and maintained with respect to
each Aircraft the following insurance coverage:






	 	(a)	 	Hull All-Risks of loss or damage while flying and on the ground with respect to
that Aircraft on an agreed value basis for an amount (net of any deductible) not less
than the Required Insurance Value;
	 
	 	(b)	 	All-Risks (including War and Allied Risk except when on the ground or in transit
other than by air) property insurance on all Engines for that Aircraft and Parts for
that Aircraft when not installed on that Aircraft on an agreed value basis for their
full replacement value and including engine test and running risks; and
	 
	 	(c)	 	Hull War and Allied Perils which shall include the risks of confiscation,
requisition (including by the State of Registration for that Aircraft), hijacking,
strikes, riots, malicious damage and civil commotion and any other risks excluded from
the All-Risks insurance described in paragraph (b) above by any exclusion therein of
these and/or similar risks on an agreed value basis for an amount (net of any
deductible) not less than the Required Insurance Value,






	 	 	and all such insurance coverage shall be in Dollars and shall be subject to deductibles
negotiated in accordance with Leasing Company Practice.
	 
	3	 	Terms specific to hull insurance
	 
	 	 	The Insurances required under section 2 above for an Aircraft shall be provided on an agreed
value basis and the policies shall, to the extent not in conflict with AVN 67B or any
replacement or equivalent thereof:






	 	(a)	 	include the Lessor for that Aircraft, the Owner for that Aircraft and the
Security Trustee as additional insureds for their respective rights and interests (the
Hull Additional Insureds);




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	 	(b)	 	include a loss payable section that provides that all insurance proceeds in
respect of a Total Loss of that Aircraft shall be settled in Dollars and paid to the
Security Trustee or its designee;
	 
	 	(c)	 	be subject to such exclusions as are consistent with prudent market practice;
	 
	 	(d)	 	not contain any right on the part of the insurers to replace that Aircraft,






	 	 	and the certificate of insurance will show all aggregate or overall limits applicable to war
risks and spares insurance.
	 
	 	 	In the event that separate insurances are arranged to cover the Hull All-Risks insurance and
the Hull War-Risks and related insurances, the underwriters subscribing to that insurance
agree that, in the event of any dispute as to whether a claim is covered by the Hull
All-Risks or Hull War-Risks policies, that claim be settled on a 50/50 claim funding basis in
accordance with AVS103 (or similar).
	 
	4	 	Liability insurance
	 
	 	 	The Borrower shall obtain and maintain or cause to be obtained and maintained a policy or
policies of comprehensive insurance for each Aircraft covering third party legal liability,
bodily injury and property damage, passenger legal liability, baggage, cargo and mail for a
combined single limit (net of any deductible) of not less than the Required Liability Limit
for any one accident, that policy or policies to cover war risks and allied perils in
accordance with extended coverage endorsement AVN.52(D) with an extended aggregate coverage
limit (net of any deductible) of not less than the Required Liability Limit any one
occurrence and in the annual aggregate. All such insurance coverage shall be in Dollars and
shall be subject to deductibles negotiated in accordance with Leasing Company Practice.
	 
	5	 	Terms specific to liability insurance
	 
	 	 	The policies evidencing the Insurances required under section 4 above for an Aircraft shall,
to the extent not in conflict with AVN 67B or any replacement or equivalent thereof:






	 	(a)	 	include each of the Indemnitees for that Aircraft as additional insureds (the
Liability Additional Insureds) for their respective rights and interests;
	 
	 	(b)	 	provide that all the provisions thereof, except the limits of liability, shall
operate to give each of the Liability Additional Insureds the same protection as if
there were a separate policy issued to, and covering, each of the Liability Additional
Insureds; and
	 
	 	(c)	 	be primary and without right of contribution from other insurance that may be
available to any of the other Liability Additional Insureds.






	6	 	Provisions relating to all Insurances
	 
	 	 	The policies evidencing any of the Insurances for an Aircraft required under this Deed shall,
to the extent not in conflict with AVN 67B or any replacement or equivalent thereof:






	 	(a)	 	provide that those Insurances shall not be invalidated, so far as concerns any of
the Hull Additional Insureds and the Liability Additional Insureds (collectively the
Additional Insureds and each an Additional Insured), by any action or inaction or
omission (including misrepresentation and nondisclosure) by any Obligor, any Operator or
any other person that results in a breach of any term, condition or warranty of that
policy, provided that the Additional Insured so protected has not caused, contributed to
or knowingly condoned the action, inaction or omission, as the case may be;
	 
	 	(b)	 	specifically reference this Deed and the Aircraft Security Documents for that
Aircraft;




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	 	(c)	 	provide for worldwide coverage (subject only to such exceptions as are customary
in insurance coverage carried by the Operator for that Aircraft);
	 
	 	(d)	 	provide that, upon payment of any loss or claim to or on behalf of any Additional
Insured, the respective insurer shall to the extent and in respect of that payment be
thereupon subrogated to all legal and equitable rights of that Additional Insured
indemnified hereby (but not against any other Additional Insured), provided that that
insurer shall not exercise such rights without the consent of the indemnified Additional
Insured;
	 
	 	(e)	 	provide that none of the Additional Insureds shall be liable for any premiums in
respect thereof and that the insurers shall waive any right of set-off or counterclaim
against the Additional Insureds except in respect of unpaid premiums in respect of that
Aircraft;
	 
	 	(f)	 	provide that the insurers shall as soon as reasonably practicable notify the
Security Trustee in the event of cancellation of, or any material change in, those
Insurances or any act, omission or event that might invalidate or render unenforceable
those Insurances, or in the event that any premium or instalment of premium shall not
have been paid when due, and that those Insurances shall continue unaltered for the
benefit of each Additional Insured for at least thirty (30) days after written notice by
registered mail of that cancellation, change, act, omission, event or non-payment of
premium or instalment thereof shall have been sent by the Insurers for that Aircraft to
the Security Trustee except in the case of War Risks for which seven (7) days notice (or
such period as may be customarily available in respect of War Risks or Allied Perils)
will be given; and
	 
	 	(g)	 	provide coverage with respect to losses and claims in connection with any change
of year, date or time to the fullest extent as customary in the worldwide aviation
insurance market, including date recognition limited coverage clauses AVN 2001 and AVN
2002.






	7	 	Information
	 
	 	 	On or before the Utilisation Date for the Loan for an Aircraft and as soon as reasonably
practicable after each renewal of the Insurances for that Aircraft, the Borrower shall
provide the Security Trustee with (in each case, in English or accompanied by a certified
translation into English) certificates of insurance and a broker’s or insurer’s letter of
undertaking that:






	 	(a)	 	evidence to the satisfaction of the Security Trustee that those Insurances are
and will continue in full force after that Utilisation Date or the renewal date (as the
case may be) for such period as shall then be stipulated; and
	 
	 	(b)	 	contain such other certifications and undertakings as are customarily provided to
lessors and secured financiers by the relevant insurance brokers.






	8	 	Other insurance; no Security






	 	(a)	 	The Borrower shall not and shall procure that no Borrower Party, no Operator and
no other person shall, without the prior written consent of the Security Trustee,
maintain insurances with respect to any Aircraft or any of the Engines for any Aircraft
other than as required under this Deed if the maintenance thereof would adversely affect
any interests of any Indemnitee for that Aircraft hereunder or under any of the
Insurances for that Aircraft in any material respect. The parties acknowledge that (i)
the Principal Guarantor will maintain a contingent insurance policy for the benefit of
certain of the Obligors which will apply if any Operator fails to maintain any of the
Insurances required by this Deed, and (ii) if and for so long as that policy satisfies
all of the Insurance Requirements and is in full force and effect the Insurance
Requirements shall be deemed to be satisfied.
	 
	 	(b)	 	The Borrower shall not and shall procure that no Borrower Party, no Operator and
no other person shall sell, assign, dispose of or create or permit to exist any Security
over the Insurances for any Aircraft, or its interest therein, save as may be
constituted by this Deed and the other Facility Documents.




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	9	 	Failure to insure
	 
	 	 	If at any time the Insurances for an Aircraft are not in full force and effect in compliance
with all provisions of this Deed, the Security Trustee shall be entitled but not bound
(without prejudice to any other rights that it may have or acquire under this Deed by reason
of that failure):






	 	(a)	 	to pay any premiums due or to effect or maintain insurances satisfactory to the
Security Trustee, or otherwise remedy that failure in such manner as the Security
Trustee consider appropriate, and the Borrower shall as soon as reasonably practicable
reimburse the Security Trustee in full for any amount so expended by the Security
Trustee; and/or
	 
	 	(b)	 	at any time while that failure is continuing, to require that Aircraft to remain
at any airport, or to proceed to and remain at any airport, designated by the Security
Trustee until that failure is remedied.






	10	 	Settlement of claims
	 
	 	 	Where AVN67B or any replacement or equivalent thereof does not apply, the Borrower will not
settle or permit settlement of any claims arising under any of the Insurances in excess of an
amount in any currency equal to the Damage Notification Threshold or make or permit any
payment in connection therewith without the prior written consent of the Security Trustee.
Subject to AVN67B or any replacement or equivalent thereof, the proceeds of insurances in
respect of a Total Loss of an Aircraft or an Airframe shall be paid to the Security Trustee
for application in accordance with this Deed. The proceeds of insurances in respect of any
loss other than a Total Loss of an Aircraft or an Airframe shall (i) if that loss is less
than the Damage Notification Threshold be paid to such parties as may be necessary to repair
that Aircraft or to the Lessor for that Aircraft in reimbursement of the cost of repair of
that Aircraft, or (ii) if that loss is greater than the Damage Notification Threshold be paid
to such parties as may be necessary to repair that Aircraft or to the Security Trustee for
application in accordance with this Deed.






	11	 	Aggregate limit
	 
	 	 	If any of the Insurances are subject to an annual aggregate limit and, by reason of any
claims made thereunder during the course of any policy year in respect of any property
subject to such policy, the aggregate amount of coverage available under those Insurances in
respect of the balance of such policy year shall have been reduced:






	 	(a)	 	the Borrower shall forthwith notify the Facility Agent of the amount of any such
claim; and
	 
	 	(b)	 	the Facility Agent shall be entitled to require the Borrower to increase
forthwith the remaining aggregate limit under the relevant policy to such amount as the
Facility Agent may reasonably require (such amount not being in excess of the original
aggregate limit).






	12	 	Post-termination
	 
	 	 	With respect to each Aircraft, the Borrower shall with effect from the Termination Date for a
period ending on the earlier of (i) the second anniversary of the Termination Date, and (ii)
the date of completion of the first heavy maintenance check for that Aircraft after the
Termination Date, effect and maintain (or procure) for the benefit of each Finance Party and
each other Indemnitee for that Aircraft, as additional named insureds, the Insurances for
that Aircraft required by this Deed. The obligation of the Borrower to effect and maintain
(or procure) those Insurances shall continue notwithstanding that the Borrower is not or
ceases to be a user, operator and/or owner of that Aircraft.






	13	 	Reinsurance
	 
	 	 	If and for so long as any of the Insurances required by this Deed are effected through
reinsurances, such reinsurances will be on the same terms as the original insurances.




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	14	 	Cut-through clause
	 
	 	 	If and for so long as any of the Insurances required by this Deed are effected through
reinsurances, such reinsurances shall contain a cut-through clause in a form consistent with
prudent market practice and, if the same is customarily required and/or obtained by the
Servicer from the relevant Insurer, the Borrower shall procure that that Insurer shall
execute, for the ultimate benefit of the Security Trustee, an assignment of reinsurances for
the Aircraft in form and substance satisfactory to the Security Trustee.
	 
	15	 	Change in insurance practice






	 	(c)	 	If there is a material change in the generally accepted industry-wide practice
with regard to the insurance of aircraft or any material change with respect to the
insurance of aircraft based or operated in any jurisdiction in which any Aircraft may
then be based or operated such that the Security Trustee shall be of the reasonable
opinion (based on the advice (the Advice) of reputable international insurance advisers
of good standing and repute, experienced in the field of commercial aviation insurances
and (as applicable) experienced and reputable legal advisers qualified in the relevant
jurisdictions to opine on matters related to commercial aviation, in each case as
appointed by the Security Trustee with the Borrower being responsible for the cost of
that Advice) that any of the Insurances required pursuant to this Deed are insufficient
(bearing in mind the interests of the Additional Insureds and generally adopted practice
in the aviation industry), the insurance requirements set forth in this Deed shall be
amended so as to include such additional or varied requirements as may be agreed between
the Borrower and the Security Trustee, each acting reasonably.
	 
	 	(d)	 	If at any time any of the Insurances required under this Deed in relation to
third party war and allied perils liability risks cease or will cease to be available in
the leading aviation insurance market on a per occurrence basis, then if there occurs
any event that gives rise to a claim under those Insurances for an Aircraft or any other
aircraft operated by the Operator for that Aircraft which reduces the remaining
aggregate cover applicable to those Insurances below the required liability coverage
amount of not less than the Required Liability Limit, the Borrower shall if requested by
the Security Trustee either (i) cause to be reinstated in an amount at least equal to
the required liability coverage amount of not less than the Required Liability Limit the
coverage in relation to those Insurances, or (ii) procure that that Aircraft is grounded
and covered by such ground risk coverage as is customary in accordance with normal
industry practice in an amount at least equal to that required under this Deed.





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Schedule 4

Hedging Policy




Hedging Methods/Objectives





	•	 	The Borrower will use interest rate derivatives to hedge the interest rate risk (Exposure)
arising from the mismatch between interest on the Loans and interest generated by the
Operating Leases. Interest rate derivatives may include interest rate swaps, caps or collars.






	•	 	The Borrower will hedge the currency exposure of all Operating Leases the rental payments
under which are denominated in a currency other than Dollars.





Strategy





	•	 	The Exposure will be calculated based on the current and projected outstanding principal
balances of the Loans, the Borrower’s existing interest rate derivatives portfolio, and the
existing and future expected rental payments under the Operating Leases.






	•	 	The specific policy is that the Borrower will never be greater than 15% under/overhedged.
This is assessed by comparing the Dollar sensitivity of a 1 basis point change in interest
rates (DV01) of future lease cashflows to the DV01 of existing interest rate hedges in place
(permitted interest rate caps would be treated as swaps for purposes of this assessment).






	•	 	If any Approved Hedging Agreement constituting interest rate caps is used, the spread above
the then “at-the-money” strike rate shall not exceed 1.0%






	•	 	The Borrower will evaluate monthly whether it is in compliance with the Hedging Policy and,
if its determination concludes that it is not in compliance, the Borrower will promptly make
adjustments to its portfolio of Approved Hedging Agreements to restore compliance.





Modification





	•	 	If the Borrower desires to amend the Hedging Policy, it may present the proposed change to
or replacement of the Hedging Policy to the Facility Agent for approval (which shall require
the consent of all of the Lenders).






	•	 	If a replacement or new Operating Lease is entered into or the rental payment or
calculation basis of an existing Operating Lease is changed, the Borrower shall promptly
consult with the Facility Agent to provide for the continued compliance with the requirements
above and shall enter into such amendments to the Initial Hedging Agreement or such
supplemental Hedging Agreements as are required in order to ensure continued compliance with
the requirements above.




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Schedule 5

Accession Deed




THIS ACCESSION DEED is dated      and made BETWEEN:





	(1)	 	[                     ], a company incorporated under the laws of [                    ], whose registered office is at [                    ] and registration number is
[                     ] (the New Obligor); and
	 
	(2)	 	HSH NORDBANK AG (the Security Trustee).





WHEREAS:





	(A)	 	Reference is made to the deed of proceeds and priorities dated [                            ]
2008 between amongst others the Security Trustee and Genesis Portfolio Funding I Limited (the
DPP).
	 
	(B)	 	It has been agreed that the New Obligor is to become a party to the DPP and the Facility
Agreement (as defined in the DPP) by its execution of this Deed.





THIS DEED WITNESSES AND IT IS HEREBY AGREED as follows:





	1	 	Definitions
	 
	 	 	Words and expressions used in this Deed shall, unless otherwise defined in this Deed or the
context otherwise requires, bear the meanings given to them in the DPP or the Facility
Agreement (as defined in the DPP).
	 
	2	 	Authority
	 
	 	 	Pursuant to clause 14.2 of the DPP, the Security Trustee is a party to this Deed on behalf of
itself and each of the other parties to the DPP.
	 
	3	 	Representations, warranties, covenants, guarantees, undertakings and agreements of New
Obligor
	 
	 	 	The New Obligor hereby:






	 	(a)	 	represents, warrants, covenants, guarantees, undertakes and agrees to, with and
for the benefit of each of the parties to the DPP in the terms of the DPP in its
capacities as [Owner,] [Lessor,] Borrower Party, Obligor and Guarantor as if all of the
provisions of the DPP were incorporated by reference herein;
	 
	 	(b)	 	represents, warrants, covenants, guarantees, undertakes and agrees to, with and
for the benefit of each of the parties to the Facility Agreement in the terms of the
Facility Agreement in its capacities as [Owner,] [Lessor,] Borrower Party, Obligor and
Guarantor as if all of the provisions of the Facility Agreement were incorporated by
reference herein;
	 
	 	(c)	 	agrees to be bound by each of the provisions of the DPP as if it had been an
original party thereto in its capacities as [Owner,] [Lessor,] Borrower Party, Obligor
and Guarantor; and
	 
	 	(d)	 	agrees to be bound by each of the provisions of the Facility Agreement as if it
had been an original party thereto in its capacities as [Owner,] [Lessor,] Borrower
Party, Obligor and Guarantor.




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	4	 	Notices
	 
	 	 	For the purposes of clause 22.2 of the DPP, the notice details for the New Obligor are as follows:
	 
	 	 	[                   ]
	 
	 	 	Fax:           [                            ]
	 
	 	 	Attention: [                            ].
	 
	5	 	Law
	 
	 	 	This Deed is governed by English law.




IN WITNESS WHEREOF this Deed has been duly executed as a deed and delivered the day and year first
above written.




New Obligor




SIGNED as a Deed by

for and on behalf of

[                          ]

in the presence of:




Security Trustee




SIGNED as a Deed by

for and on behalf of

HSH NORDBANK AG

in the presence of:



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Schedule 6




Initial Aircraft Documents




	 	 	 	 	 	 	 	 	 	 	 
	No	 	Description	 	Date	 	Parties
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-232 aircraft with manufacturer’s serial number 3183 and Indian registration mark VT-DNX	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Ross Leasing Limited	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: Deccan Aviation Limited	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms Agreement
	 	20/04/07
	 	 	(1	)	 	Genesis Acquisition Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Deccan Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	As of
	 	 	(1	)	 	Ross Leasing Limited
	 

	 	 	 	15/06/07
	 	 	(2	)	 	Deccan Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Purchase Agreement Assignment
	 	11/07/07
	 	 	(1	)	 	Ross Leasing Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Deccan Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Engine Warranty Assignment
	 	11/07/07
	 	 	(1	)	 	Ross Leasing Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Deccan Aviation Limited
	 
	 

	 	 	 	 	 	 	(3	)	 	IAE International Aero Engines AG
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-232 aircraft with manufacturer’s serial number 3192 and Indian registration mark VT-INK
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Lare Leasing Limited	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: InterGlobe Aviation Limited	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms Agreement
	 	14/06/07
	 	 	(1	)	 	Genesis Acquisition Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	InterGlobe Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	As of
	 	 	(1	)	 	InterGlobe Aviation Limited
	 

	 	 	 	04/07/07
	 	 	(2	)	 	Lare Leasing Limited






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	No	 	Description	 	Date	 	Parties
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Purchase Agreement Assignment
	 	23/07/07
	 	 	(1	)	 	InterGlobe Aviation Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Lare Leasing Limited
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Engine Warranty Assignment
	 	23/07/07
	 	 	(1	)	 	InterGlobe Aviation Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Lare Leasing Limited
	 
	 

	 	 	 	 	 	 	(3	)	 	IAE International Aero Engines AG
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-232 aircraft with manufacturer’s serial number 3227 and Indian registration mark VT-INL
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Lare Leasing Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: InterGlobe Aviation Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms Agreement
	 	14/06/07
	 	 	(1	)	 	Genesis Acquisition Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	InterGlobe Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	As of
	 	 	(1	)	 	InterGlobe Aviation Limited
	 
	 

	 	 	 	04/07/07
	 	 	(2	)	 	Lare Leasing Limited
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Purchase Agreement Assignment
	 	11/09/07
	 	 	(1	)	 	InterGlobe Aviation Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Lare Leasing Limited
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Engine Warranty Assignment
	 	11/09/07
	 	 	(1	)	 	InterGlobe Aviation Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Lare Leasing Limited
	 
	 

	 	 	 	 	 	 	(3	)	 	IAE International Aero Engines AG
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing B737-700 aircraft with manufacturer’s serial number 30050 and Brazilian registration mark PR-VBV
	 
	 	 	 	 	 	 	 	 	 	 
	Owner: Wells Fargo Bank Northwest, National Association as owner trustee
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Castletroy Leasing Limited	 	 






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	No	 	Description	 	Date	 	Parties
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: VRG Linhas Aereas S.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms Agreement
	 	As of
	 	 	(1	)	 	Genesis Acquisition Limited
	 

	 	 	 	June 6 2008
	 	 	(2	)	 	VRG Linhas Aereas S.A.
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Head Lease Agreement
	 	29/07/08
	 	 	(1	)	 	Wells Fargo Bank Northwest,

National Association
	 
	 

	 	 	 	 	 	 	(2	)	 	Castletroy Leasing Limited
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Aircraft Lease Agreement
	 	As of
	 	 	(1	)	 	Castletroy Leasing Limited
	 

	 	 	 	June 6 2008
	 	 	(2	)	 	VRG Linhas Aereas S.A.
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Lease Amendment Agreement
	 	29/07/08
	 	 	(1	)	 	Castletroy Leasing Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	VRG Linhas Aereas S.A.
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Trust Agreement (Aircraft MSN 30050)
	 	As of
	 	 	(1	)	 	Roselawn Leasing Limited
	 

	 	 	 	19/11/07
	 	 	(2	)	 	Wells Fargo Bank Northwest,

National Association
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Lessee Guaranty
	 	06/06/08
	 	 	(1	)	 	GOL-Linhas Inteligentes Aereas S.A.
	 
	 

	 	 	 	 	 	 	(2	)	 	Genesis Acquisition Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-200 aircraft with manufacturer’s serial number 1965 and UK registration mark G-DHJZ
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Wells Fargo Bank Northwest, National Association as owner trustee
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: Thomas Cook Airlines Limited (formerly MyTravel Airways Limited)






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	No	 	Description	 	Date	 	Parties
	1

	 	Aircraft Lease Common Terms Agreement
	 	14/03/01
	 	 	(1	)	 	General Electric Capital Corporation
	 
	 

	 	 	 	 	 	 	(2	)	 	Airtours International Airways

Limited
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Letter (Amendment No. 1) (change to Fixed Rent)
	 	28/02/02
	 	 	(1	)	 	Airtours International Airways

Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	General Electric Capital Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Aircraft Specific Lease Agreement
	 	14/03/01
	 	 	(1	)	 	General Electric Capital Corporation
	 
	 

	 	 	 	 	 	 	(2	)	 	Airtours International Airways

Limited
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Letter (election to convert deposit to Letter
of Credit)
	 	22/03/03
	 	 	(1

(2	)

)	 	MyTravel Airways Limited

General Electric Capital Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Letter (conversion of Maintenance Guarantees
into Maintenance Letters of Credit)
	 	01/03/05
	 	 	(1

(2

(3	)

)

)	 	MyTravel Airways Limited

General Electric Capital Corporation

MyTravel Group Plc
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Aircraft Lease Novation and Amendment Agreement
	 	01/06/05
	 	 	(1	)	 	General Electric Capital Corporation
	 
	 

	 	 	 	 	 	 	(2	)	 	MyTravel Airways Limited
	 

	 	 	 	 	 	 	(3	)	 	Celestial Aviation Trading 44

Limited
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Letter (restructuring)
	 	23/11/04
	 	 	(1	)	 	MyTravel Airways Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	General Electric Capital Corporation
	 

	 	 	 	 	 	 	(3	)	 	AFS Investments XXV, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	8

	 	Aircraft Lease Novation and Amendment Agreement
	 	26/09/07
	 	 	(1	)	 	Celestial Aviation Trading 44

Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	MyTravel Airways Limited
	 

	 	 	 	 	 	 	(3	)	 	Wells Fargo Bank Northwest,

National Association (as Owner Trustee)






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	No	 	Description	 	Date	 	Parties
	9

	 	Trust Agreement (Aircraft MSN 1965)
	 	As of
	 	 	(1	)	 	Roselawn Leasing Limited
	 

	 	 	 	26/09/07
	 	 	(2	)	 	Wells Fargo Bank Northwest,

National Association
	 
	 	 	 	 	 	 	 	 	 	 
	10

	 	Notification of Adjustment of Maintenance
Payment Rates
	 	23/07/07
	 	 	(1	)	 	GE Commercial Aviation Services
Limited
	 

	 	 	 	 	 	 	(2	)	 	MyTravel Airways Limited
	 
	 	 	 	 	 	 	 	 	 	 
	11

	 	Aircraft Lease Novation and Amendment
Agreement (together with an Effective Time
Notice)
	 	26/09/07
	 	 	(1

(2

(3	)

)

)	 	Celestial Aviation Trading 44
Limited

MyTravel Airways Limited

Wells Fargo Bank Northwest, NA
	 
	 	 	 	 	 	 	 	 	 	 
	12

	 	Owner Participant Undertaking
	 	26/09/07
	 	 	(1	)	 	Roselawn Leasing Limited
	 

	 	 	 	 	 	 	(2	)	 	MyTravel Airways Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-200 aircraft with manufacturer’s serial number 1493 and German registration mark D-ALTD
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Aircraft MSN 1493 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: LTU Lufttransport-Unternehmen GmbH
	1

	 	Aircraft Lease Common Terms Agreement
	 	11/05/00
	 	 	(1	)	 	GECAS Technical Services Limited
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	11/05/00
	 	 	(1	)	 	GECAS Technical Services Limited
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Head Lease Agreement
	 	08/06/01
	 	 	(1	)	 	Aviation Financial Services, Inc.
	 

	 	 	 	 	 	 	(2	)	 	GECAS Technical Services Limited






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	No	 	Description	 	Date	 	Parties
	 
	 	 	 	 	 	 	 	 	 	 
	4
	 	Aircraft Lease Amendment Agreement
	 	18/01/02
	 	 	(1	)	 	GECAS Technical Services Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Aircraft Head Lease Novation and Amendment
Agreement
	 	28/02/05
	 	 	(1

(2

(3	)

)

)	 	Aviation Financial Services, Inc.


GECAS Technical Services Limited


Celestial Aviation Trading 42 Limited
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Aircraft Lease Amendment Agreement
	 	14/11/06
	 	 	(1	)	 	GECAS Technical Services Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Amendment No. 22 to Letter Agreement No. 1
	 	As of
12/06/2001
	 	 	(1

(2

(3	)

)

)	 	General Electric Capital Corporation


CFM International, Inc.


Aviation Financial Services, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	8

	 	Letter relating to Supplemental Rent Adjustment
	 	11/07/07
	 	 	(1

(2	)

)	 	GE Commercial Aviation Services
Limited

LTU Lufttransport-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	9

	 	Aircraft Lease Novation and Amendment Agreement
	 	28/09/07
	 	 	(1	)	 	GECAS Technical Services Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport-Unternehmen GmbH
	 
	 

	 	 	 	 	 	 	(3	)	 	Aircraft MSN 1493 Statutory Trust

(a Connecticut Statutory Trust

administered by Wells Fargo Bank

Northwest, National Association as

owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	10

	 	Trust Agreement (MSN 1493)
	 	As of
	 	 	(1	)	 	Roselawn Leasing Limited






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	No	 	Description	 	Date	 	Parties
	 

	 	 	 	20/09/07
	 	 	(2	)	 	Wells Fargo Bank Northwest,

National Association
	 
	 	 	 	 	 	 	 	 	 	 
	11

	 	Trust Agreement Supplement No. 1
	 	28/09/2007
	 	 	(1	)	 	Roselawn Leasing Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Wells Fargo Bank Northwest,

National Association
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing 737-700 aircraft with manufacturer’s serial number 32582 and German registration mark D-ABBT
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Aircraft MSN 32582 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms Agreement
	 	08/10/03
	 	 	(1	)	 	Aviation Financial Services Inc.
	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	08/09/05
	 	 	(1	)	 	Celestial Aviation Trading 71
Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Adjustment of Supplemental Rent Rates Letter
	 	18/05/07
	 	 	(1	)	 	GE Commercial Aviation Services

Limited
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Aircraft Lease Novation and Amendment Agreement
	 	29/09/07
	 	 	(1	)	 	Celestial Aviation Trading 71
Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 

	 	 	 	 	 	 	(3	)	 	Aircraft MSN 32582 Statutory Trust

(a Connecticut Statutory Trust

administered by Wells Fargo Bank

Northwest, National Association as

owner trustee)






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	No	 	Description	 	Date	 	Parties
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Trust Agreement (MSN 32582)
	 	As of
	 	 	(1	)	 	Roselawn Leasing Limited
	 
	 

	 	 	 	20/09/07
	 	 	(2	)	 	Wells Fargo Bank Northwest,

National Association
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Trust Agreement Supplement No. 1
	 	29/09/07
	 	 	(1



(2	)



)	 	Roselawn Leasing Limited



Wells Fargo Bank Northwest,

National Association
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Consent and Subordination Agreement
	 	18/03/08
	 	 	(1	)	 	Aircraft MSN 32582 Statutory Trust

(a Connecticut Statutory Trust

administered by Wells Fargo Bank

Northwest, National Association as

owner trustee)
	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 

	 	 	 	 	 	 	(3	)	 	dba Luftfahrtgesellschaft mbH
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing 737-700 aircraft with manufacturer’s serial number 28654 and German registration mark D-ABBS
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Aircraft MSN 28654 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms Agreement
	 	08/10/03
	 	 	(1	)	 	Aviation Financial Services Inc.
	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	08/09/05
	 	 	(1	)	 	Celestial Aviation Trading 71
Limited
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG






DPP – Execution Version





51









 








	 	 	 	 	 	 	 	 	 	 	 
	No	 	Description	 	Date	 	Parties
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Adjustment of Supplemental Rent Rates Letter
	 	18/05/07
	 	 	(1	)	 	GE Commercial Aviation Services

Limited
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Aircraft Lease Novation and Amendment Agreement
	 	28/09/07
	 	 	(1	)	 	Celestial Aviation Trading 71
Limited
	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 

	 	 	 	 	 	 	(3	)	 	Aircraft MSN 28654 Statutory Trust

(a Connecticut Statutory Trust

administered by Wells Fargo Bank

Northwest, National Association as

owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Trust Agreement (MSN 32582)
	 	As of
	 	 	(1	)	 	Roselawn Leasing Limited
	 
	 

	 	 	 	20/09/07
	 	 	(2	)	 	Wells Fargo Bank Northwest,

National Association
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Trust Agreement Supplement No. 1
	 	28/09/07
	 	 	(1



(2	)



)	 	Roselawn Leasing Limited



Wells Fargo Bank Northwest,

National Association
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Consent and Subordination Agreement
	 	06/03/08
	 	 	(1	)	 	Aircraft MSN 28654 Statutory Trust

(a Connecticut Statutory Trust

administered by Wells Fargo Bank

Northwest, National Association as

owner trustee)
	 
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co. Luftverkehrs KG
	 
	 

	 	 	 	 	 	 	(3	)	 	dba Luftfahrtgesellschaft mbH
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A319-100 aircraft with manufacturer’s serial number 1136 and German registration mark D-AKNN






DPP – Execution Version





52











 





	 	 	 	 	 	 	 
	No	 	Description	 	Date	 	Parties
	Lessor: Aircraft MSN 1136 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
	 
	 	 	 	 	 	 
	Lessee: Germanwings GmbH
	 
	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms Agreement
	 	22/12/04
	 	(1)      GE Commercial Aviation Services, Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	2

	 	Aircraft Lease Common Terms Agreement
	 	17/05/05
	 	(1)      GE Commercial Aviation Services, Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	3

	 	Aircraft Specific Lease Agreement
	 	As of 22/12/04
	 	 (1)      Celestial Aviation Trading 24 Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	4

	 	Aircraft Lease Amendment Agreement
	 	17/05/05
	 	(1)      GE Commercial Aviation Services, Limited


(2)      Celestial Aviation Trading 24 Limited,

Celestial Aviation Trading 25 Limited, Celestial
Aviation Trading 26 Limited, Celestial Aviation
Trading 27 Limited, Celestial Aviation Trading 28
Limited


(3)      Germanwings GmbH

	 
	 	 	 	 	 	 
	5

	 	Side Letter Agreement
	 	23/05/05
	 	(1)      Celestial Aviation Trading 24 Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	6

	 	Letter (Rental Period calculation)
	 	22/06/05
	 	(1)      Celestial Aviation Trading 24 Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	7

	 	Adjustment of Supplemental Rent Rates Letter
	 	22/06/06
	 	(1)      GE Commercial Finance Aviation Services


(2)      Germanwings GmbH






 DPP — Execution Version




53









 






	 	 	 	 	 	 	 
	No	 	Description	 	Date	 	Parties
	8

	 	Aircraft Lease Novation and Amendment Agreement
	 	28/09/07
	 	(1)      Celestial Aviation Trading 24 Limited


(2)      Germanwings GmbH


(3)      Aircraft MSN 1136 Statutory Trust (a

Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as

owner trustee)

	 
	 	 	 	 	 	 
	9

	 	Trust Agreement (MSN 1136)
	 	As of
20/09/07
	 	(1)      Roselawn Leasing Limited


(2)      Wells Fargo Bank Northwest, National

Association

	 
	 	 	 	 	 	 
	10

	 	Trust Agreement Supplement No. 1
	 	28/09/07
	 	(1)      Roselawn Leasing Limited


(2)      Wells Fargo Bank Northwest, National

Association

	 
	 	 	 	 	 	 
	Airbus A319-100 aircraft with manufacturer’s serial number 1155 and German registration mark D-AKNP
	 
	 	 	 	 	 	 
	Lessor: Aircraft MSN 1155 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
	 
	 	 	 	 	 	 
	Lessee: Germanwings GmbH
	 
	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms Agreement
	 	22/12/04
	 	(1)      GE Commercial Aviation Services, Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	2

	 	Aircraft Lease Common Terms Agreement
	 	17/05/05
	 	(1)      GE Commercial Aviation Services, Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	3

	 	Aircraft Specific Lease Agreement
	 	As of 22/12/04
	 	(1)      Celestial Aviation Trading 25 Limited


(2)      Germanwings GmbH






 DPP — Execution Version




54









 






	 	 	 	 	 	 	 
	No	 	Description	 	Date	 	Parties
	4

	 	Aircraft Lease Amendment Agreement
	 	17/05/05
	 	(1)      GE Commercial Aviation Services, Limited


(2)      Celestial Aviation Trading 24 Limited,
Celestial Aviation Trading 25 Limited, Celestial
Aviation Trading 26 Limited, Celestial Aviation
Trading 27 Limited, Celestial Aviation Trading 28
Limited


(3)      Germanwings GmbH

	 
	 	 	 	 	 	 
	5

	 	Side Letter Agreement
	 	27/06/05
	 	(1)      Celestial Aviation Trading 25 Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	6

	 	Letter (Rental Period calculation)
	 	22/06/05
	 	(1)      Celestial Aviation Trading 25 Limited


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	7

	 	Adjustment of Supplemental Rent Rates
	 	31/07/06
	 	(1)      GE Commercial Finance Aviation Services


(2)      Germanwings GmbH

	 
	 	 	 	 	 	 
	8

	 	Aircraft Lease Novation and Amendment Agreement
	 	28/09/07
	 	(1)      Celestial Aviation Trading 25 Limited


(2)      Germanwings GmbH


(3)      Aircraft MSN 1155 Statutory Trust (a

Connecticut Statutory Trust administered by Wells
Fargo Bank Northwest, National Association as
owner trustee)

	 
	 	 	 	 	 	 
	9

	 	Trust Agreement (MSN 1155)
	 	As of 20/09/07
	 	(1)      Roselawn Leasing Limited


(2)      Wells Fargo Bank Northwest, National

Association

	 
	 	 	 	 	 	 
	10

	 	Trust Agreement Supplement No. 1
	 	28/09/07
	 	(1)      Roselawn Leasing Limited


(2)      Wells Fargo Bank Northwest, National

Association





DPP — Execution Version





55









 






	 	 	 	 	 	 	 
	No	 	Description	 	Date	 	Parties
	Airbus A320-232 aircraft with manufacturer’s serial number 1609 and FAA registration mark N484UA
	 
	 	 	 	 	 	 
	Lessor: Wells Fargo Bank Northwest, National Association as owner trustee
	 
	 	 	 	 	 	 
	Lessee: United Air Lines, Inc.
	 
	 	 	 	 	 	 
	1

	 	Lease Agreement (2002 A320 D)
	 	As of 06/09/02
	 	(1)      Wells Fargo Bank Northwest, National
Association


(2)      United Air Lines, Inc.

	 
	 	 	 	 	 	 
	2

	 	Lease Supplement No. 1
	 	06/09/02
	 	(1)      Wells Fargo Bank Northwest, National
Association


(2)      United Air Lines, Inc.

	 
	 	 	 	 	 	 
	3

	 	Letter Agreement (insurance matters)
	 	06/09/02
	 	(1)      AFS Investments XIX LLC


(2)      United Air Lines, Inc.

	 
	 	 	 	 	 	 
	4

	 	First Amendment to Lease Agreement (2002 A320 D)
	 	As of 22/11/05
	 	(1)      Wells Fargo Bank Northwest, National
Association


(2)      United Air Lines, Inc.

	 
	 	 	 	 	 	 
	5

	 	Global Restructuring Settlement Agreement
	 	AS of 13/06/03
	 	(1)      United Air Lines, Inc.


(2)      General Electric Capital Corporation


(3)      PK Airfinance US, Inc.

	 
	 	 	 	 	 	 
	6

	 	Trust Agreement
	 	06/09/02
	 	(1)      AFS Investments XIX LLC


(2)      Wells Fargo Bank Northwest, National

Association

	 
	 	 	 	 	 	 
	7

	 	Amended and Restated Trust Agreement (2002 A320 D)
	 	Dated
06/09/02 and amended and restated on
27/09/07
	 	(1)      AFS Investments XIX LLC


(2)      Wells Fargo Bank Northwest, National

Association






 DPP — Execution Version




56









 






	 	 	 	 	 	 	 
	No	 	Description	 	Date	 	Parties
	8

	 	Participation Agreement (2002 A320 D)
	 	As of
06/09/02
	 	(1)      United Air Lines, Inc.


(2)      AFS Investments XIX LLC


(3)      Wells Fargo Bank Northwest, National
Association

	 
	 	 	 	 	 	 
	9

	 	Tax Indemnity Agreement (2002 A320 D)
	 	As of
06/09/02
	 	(1)      United Air Lines, Inc.


(2)      AFS Investments XIX LLC

	 
	 	 	 	 	 	 
	10

	 	Purchase Agreement Assignment (2002 A320 D)
	 	06/09/02
	 	(1)      Wells Fargo Bank Northwest, National
Association


(2)      United Air Lines, Inc.

	 
	 	 	 	 	 	 
	11

	 	Engine Warranty Assignment (2002 A320 D)
	 	06/09/02
	 	(1)      Wells Fargo Bank Northwest, National
Association


(2)      United Air Lines, Inc.

	 
	 	 	 	 	 	 
	12

	 	Assignment and Assumption Agreement (2002 A320 D)
	 	As of 27/09/07
	 	(1)      AFS Investments XIX LLC


(2)      Roselawn Leasing Limited






 DPP — Execution Version




57









 






EXECUTION PAGE — DPP




Borrower





	 	 	 
	
SIGNED as a Deed by

for and on behalf of

GENESIS PORTFOLIO FUNDING I LIMITED

	 	/s/  Brian Marks
	
in the presence of:
	 	
/s/  Guy Espitalier-Noel

	
Principal Guarantor



	
SIGNED as a Deed by

for and on behalf of

GENESIS LEASE LIMITED

	 	
/s/  Alan Jenkins

	
in the presence of:
	 	/s/  Guy Espitalier-Noel

	
Manager



	
SIGNED as a Deed by

for and on behalf of

GENESIS LEASE LIMITED

	 	/s/  Alan Jenkins
	
in the presence of:
	 	/s/  Guy Espitalier-Noel

	

Arrangers



	
SIGNED as a Deed by

for and on behalf of

DVB BANK AG

	 	/s/  Illegible /s/  Illegible

	
in the presence of:
	 	/s/  Ying Lin

	 
	
SIGNED as a Deed by

for and on behalf of

HSH NORDBANK AG

	 	/s/  Ronald Cymara   /s/  Verheijen

	
in the presence of:
	 	
	 
	
SIGNED as a Deed by

for and on behalf of

KFW IPEX-BANK GMBH

	 	/s/  Thomas
Brehler   /s/  Hilke Vareil
	
in the presence of:
	 	
/s/  Anne Heshagen
	
Facility Agent



	

SIGNED as a Deed by

for and on behalf of

HSH NORDBANK AG
	 	
/s/  Ronald Cymara   /s/  Verheijen

	
in the presence of:
	 	
/s/  I. Friedman



DPP — Execution Version




58









 







	 	 	 
	Security Trustee	 	 
	 	 	 
	SIGNED as a Deed by
for and on behalf of

HSH NORDBANK AG

in the presence of:	/s/ Verheijen	/s/ Ronald Cymara
	 	 	 
	Original Lenders	 	 
	 	 	 
	SIGNED as a Deed by

for and on behalf of

DVB BANK AG

in the presence of:	/s/ Illegible


/s/ Ying Liu	/s/ Illegible
	 	 	 
	SIGNED as a Deed by

for and on behalf of

HSH NORDBANK AG

in the presence of:	/s/ Verheijen	/s/ Ronald Cymara
	 	 	 
	SIGNED as a Deed by

for and on behalf of

KFW IPEX-BANK GMBH

in the presence of:	/s/ Thomas Brehler


/s/ Anne Hashagen	/s/ Hilke Vareil
	 	 	 
	Initial Hedging Provider	 	 
	 	 	 
	SIGNED as a Deed by

for and on behalf of

HSH NORDBANK AG

in the presence of:	/s/ Verbeijen


/s/ I. Friedman	/s/ Ronald Cymara
	 	 	 
	DPP — Execution Version	 	 
	 	 	 






59