Exhibit 2.23  Private & Confidential
  
  Execution
  Copy
   Dated 12 March 2009   THE BANKS AND
  FINANCIAL INSTITUTIONSNAMED HEREIN
  (1)as ECA LendersCALYON
  (2)as ECA AgentCALYON
  (3)as Security
  TrusteeCONSTELLATION
  AIRCRAFT LEASING LIMITED
  (4)as Principal
  BorrowerANDROMEDA
  AIRCRAFT LEASING LIMITED
  (5)andAQUARIUS
  AIRCRAFT LEASING LIMITEDas LesseesAERVENTURE
  LIMITED
  (6)andAERCAP
  HOLDINGS N.V.
  (7)   
  FACILITY AGREEMENT
in respect of up to twenty (20)
Airbus A320 Aircraft


Contents  Clause
  
  Page1
  Definitions
  12
  Availability - ECA
  Facility
  23
  Utilisation of the ECA
  Facility
  44
  Representations and
  warranties
  55
  Undertakings and covenants
  - general
  116
  Undertakings and covenants
  of Lessees - operational and sub-leasing
  167
  Change of ownership and/or
  leasing structure with respect to an Aircraft
  268
  Mitigation
  359
  Contest
  3610
  Covenants
  - ECA Finance Parties
  3811
  Enforcement of Trust
  Documents
  4212
  Proceeds Account
  4513
  Application of sums
  received
  4614
  Fees, Expenses and
  indemnities
  5715
  ECA Agent
  5916
  Appointment and powers of
  the Security Trustee
  6217
  Declaration of trust;
  supplemental provisions
  6318
  Restrictions and
  limitations on and exclusions of the duties and responsibilities of the
  Security Trustee
  6419
  No restriction on or
  liability to account for other transactions
  6620
  Common Agent and Security
  Trustee
  6621
  Change of Security Trustee
  6722
  Limited recourse
  obligations of Borrowers
  6823
  Set-off
  7024
  Notices
  71


25
  Confidentiality
  7326
  Joint and several
  liability
  7327
  Consents and related
  matters
  7428
  Subordination
  7429
  Miscellaneous
  7530
  Transfers
  7831
  Governing law and
  jurisdiction
  8032
  Contracts (Rights of Third
  Parties) Act 1999
  8133
  Export Credit Agency
  8134
  Parallel debt
  82Schedule 1
  Definitions
  84Schedule 2 The
  Lenders
  129Schedule 3 The
  Aircraft
  130Schedule 4 ECA
  Utilisation Notice
  131Schedule 5 - IDERA
  Form of Irrevocable De-registration and Export Request Authorisation
  133Schedule 6 ECA Loan
  Agreement
  135Schedule 7
  Operational Undertakings
  136Schedule 8 Sub-Lease
  requirements
  150Schedule 9 Quiet
  Enjoyment Undertaking
  155Schedule 10
  Part I : Conditions precedent - initial
  157Schedule 11 Transfer
  Certificate
  161Schedule 12 English
  Law Mortgage Letter
  165


THIS FACILITY AGREEMENTis made on 12 March 2009, as a deed  BETWEEN:  (1)THE
BANKS AND FINANCIAL INSTITUTIONSlisted in Schedule 2 as
ECA Lenders;  (2)CALYON, asociété anonyme established under the laws of France with a
capital social of 6,055,504,839 Euros,
whose registered office is at 9 Quai du President Paul Doumer, 92920 Paris La
Defense Cedex, France, in its capacity as agent of the ECA Lenders;  (3)CALYON, asociété anonyme established under the laws of France with a
capital social of 6,055,504,839 Euros,
whose registered office is at 9 Quai du President Paul Doumer, 92920 Paris La
Defense Cedex, France, in its capacity as Security Trustee for and on behalf of
the Secured Parties;  (4)CONSTELLATION
AIRCRAFT LEASING LIMITED, a company incorporated under the laws of
the Cayman Islands and having its registered office at Walkers SPV Limited,
Walker House, Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands
as Principal Borrower;  (5)ANDROMEDA AIRCRAFT LEASING LIMITED, a company incorporated
under the laws of Ireland, whose registered office is at AerCap House, Shannon,
Co. Clare, Ireland (the First Lessee);
and  AQUARIUSAIRCRAFT LEASINGLIMITED, a limited
liability company incorporated under the laws of Bermuda having its registered
office at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11 (the First Intermediate Lessee),  as Lessees.  (6)AERVENTURE LIMITEDa company incorporated under the laws of
Ireland and having its registered office at AerCap House, Shannon, Co. Clare,
Ireland; and  (7)AERCAP
HOLDINGS N.V.,a company
organised and existing under the laws of the Netherlands whose registered
office is at AerCap House, Stationsplein 965, 1117 CE Schiphol Airport,
Amsterdam, The Netherlands.  IT IS AGREEDas follows:  1Definitions  In
this Agreement (including schedules), except where the context otherwise
requires or there is express provision to the contrary, words and expressions
set out in Schedule 1 shall have the meanings ascribed thereto. The rules of
interpretation set out in Schedule 1 are also applicable to this
Agreement.  1


2Availability -
ECA Facility  2.1ECA Facility  Subject
to the terms and conditions of this Agreement and in reliance on the
representations and warranties of each Lessee and each Borrower set out in
clause 4, the ECA Lenders hereby grant and undertake to make available to the
Borrowers a loan facility in the principal amount of up to the ECA Facility
Amount as ECA Loans.  2.2ECA Availability Period  2.2.1The ECA
Facility shall be available for drawdown at any time during the ECA
Availability Period on the terms and subject to the conditions of this
Agreement.  2.2.2It is currently
contemplated that each of the Aircraft will be delivered during the Scheduled
Delivery Month for that Aircraft. AerVenture shall, as soon as reasonably
practicable following receipt of notice from or agreement with the Manufacturer
of a change to the Scheduled Delivery Month for an Aircraft, notify the ECA
Agent of that change. Upon receipt by the ECA Agent of that notice and provided
that the new scheduled delivery month falls (a) no later than six (6) months
after the original Scheduled Delivery Month for the relevant Aircraft specified
in Part 1 of Schedule 3, and (b) within the ECA Availability
Period, the Scheduled Delivery Month for that Aircraft shall, be amended
accordingly. If either (a) or (b) does not apply, then, unless the
ECA Agent otherwise agrees, that Aircraft shall thereupon cease to be an
Aircraft under and for the purposes of this Agreement and the ECA Commitments
for that Aircraft shall be reduced to zero.  2.3Number and composition of
ECA Loans  2.3.1The ECA
Facility shall be available as up to twenty (20) ECA Loans, constituting one
ECA Loan for each Aircraft.  2.3.2The maximum
amount of the ECA Loan for each Aircraft shall be the Maximum ECA Amount for
that Aircraft.  2.3.3Subject to the
terms and conditions of this Agreement and the ECA Loan Agreement for that ECA
Loan, each ECA Lender for an Aircraft shall participate in an ECA Loan for an
Aircraft through its Lending Office in an amount equal to its ECA Commitment
for that Aircraft.  2.3.4To the extent
that, pursuant to the Transaction Documents, the ECA Commitments for an
Aircraft, and/or the Unutilised ECA Facility are from time to time reduced:  2.3.5the Maximum ECA
Amount for an Aircraft shall from time to time be reduced by an amount equal to
all reductions in the ECA Commitments for that Aircraft;  2.3.6the ECA
Facility Amount shall from time to time be reduced by an amount equal to all
reductions in the ECA Commitments for any Aircraft and/or the Unutilised ECA
Facility (but without double counting); and  2.3.7the Unutilised
ECA Facility shall from time to time be reduced by an amount equal to all
reductions in the ECA Commitments for any Aircraft.  2


2.4Cancellation of the ECA
Facility  Upon
the expiry of the ECA Availability Period, the Unutilised ECA Facility (if any)
then remaining shall be cancelled.  2.5Currency  Each
ECA Loan shall be drawn down wholly in Dollars.  2.6Terms and conditions  Each
ECA Loan shall be documented by an ECA Loan Agreement.  2.7Several obligations  2.7.1The obligations
of each ECA Lender to make its ECA Commitment or any part thereof available and
to perform its obligations under this Agreement and the other Transaction
Documents are several and not joint. The failure of any ECA Lender to perform
its obligations under this Agreement or any other Transaction Document shall
not result in any of the other ECA Finance Parties assuming any additional
obligation or liability whatsoever.  2.7.2Nothing
contained in any Transaction Document shall constitute a partnership,
association, joint venture or other entity between any two or more of the ECA
Finance Parties.  2.8Repayment Schedules  2.8.1Each ECA Loan
shall be repaid on a quarterly instalment basis, one on each ECA Repayment Date
for that ECA Loan, in the amounts specified in Schedule 1 to the ECA Loan
Agreement for that ECA Loan, with the final repayment being due on the Final
ECA Repayment Date for that ECA Loan.  2.8.2The amounts of
the repayment instalments shown in Schedule 1 to the ECA Loan Agreement for an
ECA Loan shall be calculated on a mortgage style basis applying the Relevant
Rate plus the ECA Margin for that ECA Loan.  2.9ECA Premium  Each
Obligor hereby expressly agrees and acknowledges that the ECA Premium for an
ECA Loan is payable to COFACE in full, as a condition to, and prior to, the
issue by COFACE of the Support Agreement for that ECA Loan and is not
refundable in whole or in part in any circumstances or for any reason
whatsoever except if COFACE does not issue its Support Agreement for that ECA
Loan. The Borrower in relation to an Aircraft agrees with the Lessee of that
Aircraft that it will pay the ECA Premium for the ECA Loan for that Aircraft to
the ECA Agent as soon as reasonably practicable following the receipt by that
Borrower of the full amount of the Initial Rent under (and as defined in) the
Lease for that Aircraft.  3


3Utilisation of
the ECA Facility  3.1ECA Utilisation Notices  3.1.1In order to
effect an ECA Loan AerVenture must submit a notice to the ECA Agent substantially
in the form set out in Schedule 4 identifying:  (a)the proposed ECA Drawdown Date for that ECA Loan,
which shall be a Banking Day within the ECA Availability Period not less than
fifteen (15) Banking Days (or such shorter period as the ECA Agent which, in
turn, is acting on the instructions of all of the ECA Lenders) may agree after
the date of service of that notice;  (b)the proposed Final ECA Repayment Date for that ECA
Loan;  (c)the amount (which shall not exceed the maximum
amount calculated pursuant to clause 2.3.2) and currency (which shall be
Dollars) of the proposed ECA Loan;  (d)the relevant Aircraft (including its manufacturers
serial number, the proposed registration mark (if then known) and the
manufacturer, type and serial numbers (if then known) of its Engines);  (e)if known, the identity of and the principal place of
business of the proposed Sub-Lessee and any Sub-Sub-Lessee of that Aircraft;  (f)the jurisdiction in which that Aircraft shall be
registered and whether, taking into account the requirements of paragraph 1(c) of
Schedule 7, it is proposed that there will be a Mortgage in respect of the
Aircraft;  (g)the anticipated Aircraft Purchase Price for that
Aircraft;  (h)the identity of each Borrower and Lessee to be party
to the Transaction Documents for that Aircraft; and  (i)if that Aircraft is to be placed on lease to a
Sub-Lessee pursuant to a Sub-Lease on that ECA Drawdown Date, the notice shall
have attached thereto a Certified Copy of the latest draft (if any) or, if the
same is then available, the executed version of the proposed Sub-Lease.  3.1.2The ECA Agent
shall assist in the preparation of the ECA Utilisation Documentation for the
relevant ECA Loan, and as soon as reasonably practicable following receipt of
the same shall procure that that ECA Utilisation Documentation is circulated to
the relevant Borrower.  3.1.3The ECA Agent,
the relevant Borrower and each relevant Lessee shall, on or prior to the date
falling three (3) Banking Days prior to the proposed ECA Drawdown Date,
execute the ECA Utilisation Documentation for that ECA Loan and each ECA Lender
hereby authorises and instructs the ECA Agent to execute that ECA Utilisation
Documentation on its behalf.  4


3.2Conditions precedent  3.2.1The obligations
of each of the ECA Finance Parties under this Agreement and the relevant ECA
Loan Agreement in respect of the first ECA Loan shall be subject to the ECA
Agent having received (or (acting on the instructions of the Majority Lenders)
having waived receipt of) the documents and other evidence referred to in Part I
of Schedule 10, in each case, in form and substance satisfactory to the
ECA Agent (acting reasonably).  3.2.2The obligations
of each of the ECA Finance Parties under this Agreement and the relevant ECA
Loan Agreement in respect of each ECA Loan shall be subject to:  (a)the ECA Agent having received (or (acting on the
instructions of the Majority Lenders) having waived receipt of) the documents
and other evidence referred to in Part II of Schedule 10 in form and
substance satisfactory to the ECA Agent and, if the relevant Aircraft is to be
placed on lease to a Sub-Lessee pursuant to a Sub-Lease on the ECA Drawdown
Date for that ECA Loan, the Sub-Lease Requirements shall have been complied
with in full to the satisfaction of the ECA Agent (acting reasonably) in
respect of that Sub-Lease;  (b)no Relevant Event, Termination Event, ECA
Utilisation Block Event or Mandatory Prepayment Event in respect of that Aircraft
having occurred which is continuing;  (c)any requisite approvals of the competent authorities
of the French Republic shall have been obtained and COFACE shall have indicated
that it is willing to issue its Support Agreement (subject to satisfaction of
the relevant conditions precedent) in terms satisfactory to the ECA Agent on
that ECA Drawdown Date; and  (d)in the case of each Lender, that Lender having
received approval from its credit committee to enter into the transactions
contemplated by this Agreement and the relevant ECA Loan Agreement and to the
relevant Margin, and the relevant arrangement fee payable pursuant to the
relevant Fee Letter, having been agreed.  4Representations
and warranties  4.1Representations and
warranties of each Borrower  To
induce each of the ECA Finance Parties, the Lessees, AerVenture and the other
AerCap Obligors to enter into the Transaction Documents, each Borrower
represents and warrants (as to itself only) to the ECA Finance Parties, the
Lessees, AerVenture and each of the other AerCap Obligors that:  4.1.1it is duly
organised or, as the case may be, incorporated and validly existing under the
laws of its State of Incorporation, and has full power, authority and legal
right to own its property and carry on its business as presently conducted;  4.1.2it has the
power and capacity to execute and deliver, and to perform its obligations
under, the Borrower Documents and all necessary action has been or will prior
to the entering into of the same be taken to authorise the execution, delivery
and performance of the same;  5


4.1.3all necessary
legal action to authorise the person or persons who execute and deliver the
Borrower Documents to execute and deliver the same and thereby bind it to all
the terms and conditions hereof and thereof and to act for and on behalf of it
as contemplated hereby and thereby has been or will prior to the entering into
of the same be taken;  4.1.4the Borrower
Documents constitute or will when executed constitute its legal, valid and
binding obligations enforceable in accordance with their terms subject to
bankruptcy, insolvency and other laws affecting creditors rights generally,
subject to general principles of equity and subject to the qualifications set
out in the legal opinions to be provided to the ECA Finance Parties in
accordance with the provisions of this Agreement;  4.1.5the execution
and delivery by it of, the performance of its obligations under, and compliance
with the provisions of, the Borrower Documents will not (i) contravene any
existing Applicable Law of its State of Incorporation to which it is subject, (ii) conflict
with, or result in any breach of any of the terms of, or constitute a default
under, any document, instrument or agreement to which it is a party or is
subject or by which it or any of its assets may be bound, (iii) contravene
or conflict with any provision of its constitutional documents, or (iv) result
in the creation or imposition of, or oblige it to create, any Lien on or over
any of its assets other than any Lien created pursuant to or permitted by the
Transaction Documents;  4.1.6save in respect
of applicable Cayman Islands stamp duty, every consent, authorisation, licence
or approval of, or registration with or declaration to, any Government Entity
of its State of Incorporation in connection with the execution, delivery,
validity, enforceability or admissibility in evidence of the Borrower
Documents, or the performance by it of its obligations under the Borrower
Documents has been or will prior to the relevant ECA Drawdown Date be obtained
or made and is or will prior to the relevant ECA Drawdown Date be in full force
and effect and there has been no default in the observance of any of the
conditions or restrictions (if any) imposed in, or in connection with, any of
the same;  4.1.7no litigation,
arbitration or administrative proceeding is taking place, pending or, to its
knowledge or the knowledge of its officers, threatened against it or against
any of its assets;  4.1.8it has not
taken any action nor, to its knowledge or the knowledge of its officers, have
any steps been taken or legal proceedings been started for any Insolvency Event
in relation to it;  4.1.9the claims of
the ECA Finance Parties against it under this Agreement and the other Borrower
Documents rank at least pari passu with
the claims of all its other unsecured creditors save those whose claims are
preferred solely by any bankruptcy, insolvency, liquidation or other similar
laws of general application or otherwise mandatorily preferred by law;  4.1.10except as
otherwise permitted hereunder, there have been no amendments or supplements to
its constitutional documents from the form of those documents last supplied by
it to the ECA Agent and the constitutional documents in the form last supplied
by it to the ECA Agent remain in full force and effect;  6


4.1.11the board
resolutions and, if applicable, power of attorney supplied by it to the ECA
Agent pursuant to the provisions of this Agreement remain in full force and
effect and have not been amended, supplemented, varied or revoked, in whole or
in part, since they were entered into and the authority therein given to the
persons therein named to agree and execute on its behalf the Borrower Documents
remains in full force and effect and has not been revoked, amended,
supplemented or varied, in whole or in part;  4.1.12it has not,
prior to entering into the Borrower Documents, engaged in any business or
transaction or entered into any contract or agreement with any person or
otherwise created or incurred any liability to, or acquired any asset from, any
person, other than any such transactions, contracts, agreements or liabilities
or acquisitions of assets as (i) have been necessary solely in order for
it to establish itself as a company duly incorporated and validly existing
under the laws of its State of Incorporation, or (ii) have occurred
pursuant to or are contemplated by any of the Borrower Documents;  4.1.13no Borrower
Event has occurred and is continuing;  4.1.14it has
delivered all tax returns which, as of the date hereof, it is legally required
to deliver and has paid all payments which are due and payable, as of the date
hereof, to the tax authorities in its jurisdiction of incorporation;  4.1.15all amounts
payable by it under the Borrower Documents may be made without any deduction or
withholding for or on account of any Tax;  4.1.16no stamp,
registration or similar Tax is required to be paid in its jurisdiction of
incorporation on or in relation to the Borrower Documents or the transactions
contemplated by the Borrower Documents unless, in the case of Cayman Islands
stamp duty, the Borrower Documents are executed in, or brought into, the Cayman
Islands in original form;  4.1.17no value added
tax (or Tax of a similar nature) or import or export duty or tax is payable
under the laws of its jurisdiction of incorporation in respect of any Borrower
Document or the performance of the obligations under any Borrower Documents;  4.1.18[not used];  4.1.19none of its
directors is resident for tax purposes in France;  4.1.20its:  (a)irrevocable submission under the Borrower Documents
to the jurisdiction of the courts referred to therein;  (b)agreement that the Borrower Documents are each
governed by the law referred to therein; and  (c)agreement not to claim any immunity to which it or
its assets may be entitled,  are
legal, valid and binding under the laws of its jurisdiction of incorporation;  4.1.21any judgment
obtained in England, in relation to the Aircraft or this Agreement will be
recognised and be enforceable by the courts of its jurisdiction of
incorporation, subject  7


to
any and all qualifications as set out in the legal opinion provided to, inter alios, the ECA Finance Parties
pursuant to paragraph 5(b) of Schedule 10 Part I;  4.1.22the Borrower
has no Subsidiaries or employees; and  4.1.23the Borrowers
Centre of Main Interests, corporate management, centre of administration and
principal place of business is in the Cayman Islands and it does not have an
establishment or place of business in any other jurisdiction.  4.2Representations and
warranties of each Lessee  To
induce each of the ECA Finance Parties and each of the Borrowers to enter into
the Transaction Documents, each Lessee represents and warrants (as to itself
only) to the ECA Finance Parties and the Borrowers that:  4.2.1it is duly
incorporated and validly existing under the laws of its State of Incorporation
as a limited liability company and has power to carry on its business as it is
now being conducted and to own its property and other assets;  4.2.2it has the
power to execute and deliver and to perform its obligations under the Lessee
Documents and all necessary corporate, shareholder and other action has been or
will prior to the entering into of the same be taken to authorise the
execution, delivery and performance of the same;  4.2.3the Lessee
Documents constitute or will, when executed, constitute valid and legally
binding obligations of it enforceable in accordance with their respective terms
subject to applicable bankruptcy, insolvency and other laws affecting creditors
rights generally, subject to general principles of equity and subject to the
qualifications set out in the legal opinions to be provided to the ECA Finance
Parties in accordance with the provisions of this Agreement;  4.2.4the execution
and delivery of, the performance of its obligations under, and compliance by it
with the provisions of, the Lessee Documents will not (i) contravene any
existing Applicable Law of its State of Incorporation (ii) conflict with,
or result in any breach of any of the terms of, or constitute a default under,
any agreement or other instrument to which it is a party or is subject or by
which it or any of its property is bound, or (iii) contravene or conflict
with any provision of its constitutional documents;  4.2.5its obligations
under the Lessee Documents will rank at least pari passu with all other present
and future unsecured and unsubordinated obligations (including contingent
obligations) of it with the exception of any such obligations which are
mandatorily preferred by law and not by contract;  4.2.6it is subject
to civil and commercial law with respect to its obligations under the Lessee
Documents and the transactions contemplated thereby constitute private and
commercial acts done for private and commercial purposes and neither it nor any
of its assets is entitled to any immunity on the grounds of sovereignty or
otherwise from any legal action or proceeding (which shall include, without
limitation, suit, attachment prior to judgment, execution or other
enforcement);  4.2.7its only
business is that of leasing the Aircraft and the entering into of the Lessee
Documents and any and all agreements related thereto;  8


4.2.8every consent,
authorisation, licence or approval of, or registration with or declaration to,
any Government Entity of its State of Incorporation in connection with the
execution, delivery, validity, enforceability or admissibility in evidence of
the Lessee Documents, or the performance by it of its obligations under the
Lessee Documents to which it is or will be party has been or will prior to the
relevant ECA Drawdown Date be obtained or made and is or will prior to the
relevant ECA Drawdown Date be in full force and effect and there has been no
default in the observance of any of the conditions or restrictions (if any)
imposed in, or in connection with, any of the same;  4.2.9no litigation,
arbitration or administrative proceeding that could (by itself or together with
any other such proceedings or claims) reasonably be expected to have a material
adverse effect on its ability to observe or perform its obligations under the
Lessee Documents to which it is or will be a party or a material adverse effect
upon its financial condition, business, assets or operations is presently in
progress or, to its knowledge or the knowledge of its officers, pending or
threatened against it or any of its assets;  4.2.10it is not in
breach of or in default under any agreement relating to Financial Indebtedness
to which it is a party or by which it may be bound;  4.2.11no Lease Event
has occurred and is continuing;  4.2.12it has
delivered all tax returns which it is legally required to deliver as of the
date hereof and has paid all payments due and payable, as of the date hereof,
to the tax authorities in its jurisdiction of incorporation or, if different,
the jurisdiction in which it is tax resident;  4.2.13all amounts
payable by it under the Lessee Documents may be made without any deduction or
withholding for or on account of any Tax;  4.2.14no stamp, registration
or similar Tax is required to be paid in its jurisdiction of incorporation or,
if different, the jurisdiction in which it is tax resident on or in relation to
the Lessee Documents or the transactions contemplated by the Lessee Documents;  4.2.15no value added
tax (or Tax of a similar nature) or import or export duty or tax is payable
under the laws of its jurisdiction of incorporation or, if different, the
jurisdiction in which it is tax resident in respect of any Lessee Document or
the performance of the obligations under any Lessee Document;  4.2.16none of its
directors is resident for tax purposes in France;  4.2.17its:  (a)irrevocable submission under the Lessee Documents to
the jurisdiction of the courts referred to therein;  (b)agreement that the Lessee Documents are each
governed by the law referred to therein; and  (c)agreement not to claim any immunity to which it or
its assets may be entitled,  are
legal, valid and binding under the laws of its jurisdiction of incorporation;  9


4.2.18any judgment
obtained in England, in relation to the Aircraft or this Agreement will be
recognised and be enforceable by the courts of its jurisdiction of
incorporation, subject to any and all qualifications as set out in the legal
opinion provided to, inter alios,
the ECA Finance Parties pursuant to clause 7.3.4(j) of this Agreement; and  4.2.19the Lessees
Centre of Main Interests, corporate management, centre of administration and
principal place of business is the jurisdiction in which its registered office
is located or, as the case may be, in the case of any Lessee which is tax
resident in a jurisdiction other than the jurisdiction in which its registered
office is located, the jurisdiction in which such Lessee is tax-resident and it
does not have an establishment or place of business in any other jurisdiction
other than any other jurisdiction in which the Lessee is deemed to be tax
resident.  4.3Repetition  4.3.1The
representations and warranties set out in clause 4.1 are made by the Principal
Borrower on the Signing Date and, in the case of any Borrower which enters into
an Accession Deed after the date of this Agreement, will be deemed to be made
by that Borrower on the date it executes that Accession Deed. The
representations and warranties made by each Borrower in clauses 4.1.1, 4.1.2,
4.1.3, 4.1.4, 4.1.11 and 4.1.12 shall be repeated by each Borrower on each ECA
Repayment Date.  4.3.2The
representations and warranties set out in clause 4.2 are made by each Lessee on
the date on which it executes an Accession Deed and thereby accedes to this
Agreement. The representations and warranties made by each Lessee in clauses
4.2.1, 4.2.2, 4.2.3 and 4.2.4 shall be repeated by each Lessee on each ECA
Repayment Date.  4.4English Law Mortgage  Notwithstanding
any provision of any Transaction Document (including clause 4.1 or clause 4.2),
where the State of Registration of an Aircraft is not the United Kingdom, no
Lessee or Borrower shall be obliged to or be deemed to have represented that
the English Law Mortgage for that Aircraft is valid and enforceable in the
State of Registration or in any other jurisdiction if that English Law Mortgage
is not recognised as valid and enforceable in such jurisdiction, and the
representations and warranties of each Borrower and each Lessee under any
Transaction Document as they relate to any English Law Mortgage shall be
construed accordingly.  10


5Undertakings
and covenants - general  5.1Undertakings and covenants
of each Borrower  Until
all of the Secured Obligations have been satisfied in full each Borrower hereby
undertakes and covenants with each ECA Finance Party, each Lessee, AerVenture
and AerCap Holdings (severally as to itself only) that from the date of this
Agreement:  5.1.1it shall remain
duly incorporated and validly existing under the laws of its State of
Incorporation;  5.1.2its Centre of
Main Interests shall be, and remain, the jurisdiction in which its registered
office is located;  5.1.3it will limit
its business exclusively to the purchase, financing, leasing and disposal of
the Aircraft and the transactions contemplated by the Transaction Documents and
matters reasonably incidental thereto;  5.1.4it will not,
without the prior written consent of the ECA Agent and AerVenture, enter into
any contract or agreement with any person, and will not, without the prior
written approval of the ECA Agent and AerVenture, otherwise create or incur any
liability to any person, in each case, other than as provided for in, or
permitted by, the Transaction Documents or other than such liabilities with
respect to Taxes, ordinary costs and overhead expenses as have arisen or may
arise in the ordinary course of its business as referred to in the immediately
preceding paragraph;  5.1.5to the extent
possible pursuant to Applicable Law of its State of Incorporation, it will
obtain or cause to be obtained, maintain in full force and effect and comply in
all material respects with the conditions and restrictions (if any) imposed in,
or in connection with, every consent, authorisation, licence or approval of
governmental or public bodies or authorities or courts and do, or cause to be
done, all other acts and things, in each case, which may from time to time be
necessary or advisable under Applicable Law of its State of Incorporation for
the continued due performance of all its obligations under the Transaction
Documents and shall promptly supply to the ECA Agent certified copies of any
authorisation required under Applicable Law of its State of Incorporation to
enable it to perform its obligations under, or for the validity or
enforceability or admissibility in evidence of, any Transaction Document;  5.1.6subject to
indemnification in respect of such Taxes (other than those in respect of which
it is personally liable) pursuant to the terms of this Agreement, it will as
soon as reasonably practicable discharge or procure the discharge of all or any
Taxes which are payable by it from time to time;  5.1.7in the case of
the Principal Borrower and each other Borrower incorporated in the Cayman
Islands, it will not take any action, nor permit any action to be taken, which
would result in it ceasing to be an exempted company incorporated with limited
liability in the Cayman Islands;  5.1.8to the extent
possible pursuant to Applicable Law and subject to the provisions of clause 22
it will duly observe and perform all the covenants, obligations and conditions
which are required to be observed and performed by it under the Transaction
Documents;  11


5.1.9it will not
exercise any right, power or discretion vested in it pursuant to any
Transaction Document otherwise than in a manner consistent with the provisions
thereof, it being acknowledged and agreed that, subject to no Termination Event
or Mandatory Prepayment Event having occurred and continuing (as determined by
the ECA Agent, acting in its sole discretion), any right, consent (including
consent to waiver) or approval that a Borrower has under the terms of a ECA
Loan Agreement (including any right to deliver a Conversion Confirmation under
clause 4.2 (Fixed rate option) of the ECA Loan
Agreement or right to prepay any ECA Loan under clause 4.4 (Voluntary prepayment) of the relevant ECA Loan Agreement)
shall be subject to the prior consent of, or shall be exercised upon the
instruction of, the relevant Lessee;  5.1.10it will not
without the prior written consent of the ECA Agent and AerVenture create or
permit to subsist any Lien over all or any of its present and future revenues
and assets other than Permitted Liens;  5.1.11it will take
such action as the Security Trustee and (subject to no Lease Termination Event
having occurred and being continuing) AerVenture shall reasonably require to
maintain the rights granted to the Secured Parties and AerVenture under the
Transaction Documents and, after the occurrence of a Lease Termination Event
which is continuing, to take such action as the Security Trustee may reasonably
require in relation to the exercise of the rights of that Borrower under the
Transaction Documents;  5.1.12it shall comply
in all respects with all Applicable Laws to which it is subject;  5.1.13it shall not
and shall not agree to:  (a)amend or waive; or  (b)terminate, suspend or abandon,  all or any part of any Borrower Document, except in
accordance with the provisions of this Agreement;  5.1.14it shall not
(otherwise than as expressly contemplated by the Transaction Documents) do
anything or take any action or knowingly omit to take any action which has or
may have the effect of prejudicing the first priority nature of the security
interests expressed to be created by the Security Documents;  5.1.15it shall not do
or permit to be done anything which may prejudice any right which the ECA
Finance Parties (or any of them) may have (actually or contingently) against
the Manufacturer, the Engine Manufacturer or any other supplier of parts or
services relating to the Aircraft; and  5.1.16it shall
provide all such documentation and information as reasonably requested by the
Security Trustee and/or each ECA Lender from time to time in respect of its Know
Your Customer checks, anti-money laundering checks and similar requirements.  5.2Undertakings and covenants
of each Lessee  Until
all of the Secured Loan Obligations have been satisfied in full, each Lessee
hereby undertakes and covenants with each ECA Finance Party and each Borrower
(severally as to itself only) that from the date of this Agreement:  12


5.2.1to the extent
possible pursuant to Applicable Law it shall obtain (within any applicable time
limits) and maintain in full force and effect and comply with the terms of all
authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters for the time being required by
all Applicable Laws of its State of Incorporation to enable it to perform its obligations
under, or for the validity or enforceability of, the Transaction Documents to
which it is or will be a party;  5.2.2it shall as
soon as reasonably practicable notify the Security Trustee if it becomes aware
of the occurrence of a Lease Termination Event which is continuing or of any
other event or circumstance which will adversely affect in any material respect
its ability to perform its obligations under the Transaction Documents to which
it is or will be a party and shall provide the Security Trustee with reasonable
details of any steps which the Lessee is taking, or proposes to take, to remedy
or mitigate the effect of any such Lease Termination Event or such other event
or circumstance;  5.2.3it shall
deliver or cause to be delivered to the Security Trustee as soon as reasonably
practicable after the same are available:  (a)and in any event within one hundred and eighty (180)
days after the end of AerCap Holdings financial year, a copy of AerCap
Holdings audited consolidated financial accounts for the relevant financial
year;  (b)and in any event within the lesser of one hundred
and eighty (180) days after the end of AerCap Holdings financial year and
thirty (30) days after AerCap Holdings audited consolidated financial accounts
have been adopted by the shareholders of AerCap Holdings at the annual general
meeting of shareholders, a CFO Certificate in relation thereto;  (c)and in any event within one hundred and eighty (180)
days after the end of AerVentures financial year, a copy of AerVentures
audited consolidated financial accounts for the relevant year;  (d)and in any event within ninety (90) days after the
end of each semi-annual accounting period of AerVenture and AerCap Holdings, a
copy of AerVentures and AerCap Holdings unaudited consolidated management
accounts for the relevant semi-annual period, together with, in the case of
AerCap Holdings, a CFO Certificate in relation thereto;  (e)if so requested by the Security Trustee at any time
because the Security Trustee and/or any other ECA Finance Party has reasonable
grounds to believe that a Trigger Event may have occurred and be continuing, a
copy of AerVenture and AerCap Holdings most recent monthly management reports,
together with, in the case of AerCap Holdings, a CFO Certificate in relation
thereto,  in
each case, prepared in accordance with US or Dutch GAAP;  5.2.4it shall ensure
that each set of financial statements supplied by it under this Agreement gives
(if audited) a true and fair view of, or (if unaudited) fairly represents, its
financial condition (consolidated or otherwise) as at the date to which those
financial statements were drawn up;  13


5.2.5it shall notify
the Security Trustee of any change to the manner in which the audited
consolidated financial statements of AerVenture or AerCap Holdings are
prepared;  5.2.6if requested by
the Security Trustee it shall supply to the Security Trustee sufficient
information reasonably requested to enable the ECA Finance Parties to make a
proper comparison between the financial position shown by the set of financial
statements prepared on the changed basis and its most recent audited
consolidated financial statements delivered to the Security Trustee under this
Agreement prepared on the previous basis;  5.2.7if so requested
by the Security Trustee at any time, because the Security Trustee and/or any
other ECA Finance Party has reasonable grounds to believe that the contents of
any CFO Certificate may not be true and correct, it shall procure that AerCap
Holdings auditors confirm in writing to the Security Trustee that the contents
of that CFO Certificate are true and correct;  5.2.8it shall as
soon as reasonably practicable provide the Security Trustee with such
information as is available to it concerning its financial condition, business,
assets and operations (subject to Applicable Laws and confidentiality
restrictions), and/or concerning any of the Aircraft, including the
maintenance, operation, usage and location thereof, as the Security Trustee may
from time to time reasonably request in the context of the Transaction
Documents and the transactions contemplated thereby;  5.2.9it shall as
soon as reasonably practicable provide the Security Trustee with such
information as is available to it concerning a Sub-Lease or a Sub-Sub-Lease as
the Security Trustee may from time to time reasonably request, subject always
to any Applicable Laws and confidentiality restrictions to which it is subject
in relation thereto;  5.2.10it will duly
and punctually perform its obligations under and comply with the terms of the
Transaction Documents to which it is or will be a party and, except if it is
contesting the same in good faith and in accordance with Applicable Law, settle
all Taxes imposed upon it within the time period allowed for such settlement;  5.2.11it will ensure
that its obligations under the Transaction Documents to which it is or will be
a party are, or will upon execution thereof by it rank, at least pari passu
with all other present and future unsecured and unsubordinated obligations
(including contingent obligations) of it save for obligations mandatorily
preferred by law;  5.2.12it shall
preserve its corporate existence (but, for the avoidance of doubt, it shall not
be prevented from concluding any solvent reconstruction, reorganisation,
merger, amalgamation or securitisation) and its Centre of Main Interests shall
be and remain the jurisdiction in which its registered office is located
provided that, if it is tax resident in a different jurisdiction to its
jurisdiction in which its registered office is situated its Centre of Main
Interests will be either its jurisdiction of incorporation or the jurisdiction
in which it is considered to be tax-resident; and  5.2.13its only
business shall be that of leasing the Aircraft and entering into the
Transaction Documents to which it is or will be a party and any and all
agreements related thereto and it will not undertake any other business other
than the purchase and sale of Aircraft as and when it becomes entitled to do so
under the terms of the Transaction Documents.  14


5.3Change of control  5.3.1If at any time
AerCap Holdings ceases to be listed on the New York Stock Exchange then AerCap
Holdings shall as soon as reasonably practicable give written notice to the ECA
Agent. If, at any time following such de-listing, at least sixty-six point six
six per cent. (66.66%) of the issued shares and voting rights of AerCap
Holdings are not owned by shareholder(s) which are rated investment grade
(currently BBB- or above) by Standard & Poors and/or the equivalent
thereof by Moodys Investors Service, then AerCap Holdings shall as soon as
reasonably practicable give further written notice to the ECA Agent.  5.3.2As soon as
reasonably practicable after receipt of any notice issued pursuant to clause
5.3.1, the ECA Agent (if so instructed by the ECA Lenders) shall enter into
good faith discussions with AerCap Holdings with a view to agreeing alternative
arrangements and conditions (including, without limitation, as to the provision
of additional security) acceptable to the ECA Agent (acting on the instructions
of all of the ECA Lenders, acting reasonably) for the continuation of the transactions
contemplated by the Transaction Documents.  5.3.3If no such
arrangements and conditions acceptable to the ECA Agent (acting on the
instructions of the ECA Lenders) have been agreed and implemented in full on or
prior to the date (Final Date)
falling sixty (60) days after the date of the commencement of the discussions
referred to in clause 5.3.2, a Mandatory Prepayment Event shall be deemed to
have occurred in respect of all of the Aircraft on the Final Date.  5.3.4If at any time:  (a)AerCap Holdings ceases to own and control directly
or indirectly one hundred per cent (100%) of the shares in the Servicer;  (b)AerCap Holdings ceases to own and control one
hundred per cent (100%) of the shares in any AerVenture Intermediate Ownership
Company;  (c)any AerVenture Intermediate Ownership Company ceases
to own and control at least fifty per cent (50%) of the shares in AerVenture;
and/or  (d)AerVenture ceases to directly or indirectly own and
control at least one hundred per cent (100%) of the shares in any Principal
Lessee or directly or indirectly own and control at least one hundred per cent
(100%) of the shares in any Alternative Lessee.  a
Mandatory Prepayment Event shall be deemed to have occurred in respect of all
of the Aircraft.  5.4Equity Capitalisation  5.4.1In this clause
5.4:  AerVenture Shareholder
Funds means, at any time, the sum of AerVentures share
capital plus retained earnings (or, as applicable, accumulated deficit) minus
AerVentures OCL or, as applicable, plus AerVentures OCI  15


Total Assets
for the purpose of this clause shall be determined in accordance with generally
accepted accounting principles consistently applied.  5.4.2AerVenture
hereby undertakes with each of the ECA Finance Parties that it will ensure that
for each of its financial years ending on the dates set out in column (1) of
the table below (each a Financial Year)
the ratio of AerVenture Shareholder Funds to Total Assets will exceed the
percentage specified in column (2) of the following table  (1)
  
  (2)Relevant Financial Year
  
  Minimum ratio of AerVenture
  Shareholder Funds to
  Total AssetsFinancial
  Year ending on 31st December 2009
  
  10%Financial Year ending on
  31st December 2010
  
  12%Financial
  Year ending on 31st December 2011 and each Financial Year ending on the
  31st December thereafter up to and including the Financial Year which
  ends on 31 December 2016
  
  14%
  5.4.3The financial
covenant specified in clause 5.4.2 above shall be tested by reference to the
audited consolidated accounts of AerVenture for the relevant Financial Year, as
delivered by AerVenture to the Security Trustee pursuant to clause 5.2.3(c) and,
if the Security Trustee so requests, a director of AerVenture shall confirm, by
way of written certification addressed to the Security Trustee, whether at the
end of the relevant Financial Year the financial covenant contained in clause
5.4.2 was satisfied.  5.4.4Failure by
AerVenture to comply with the financial covenant contained in clause 5.4.2
shall constitute a Mandatory Prepayment Event in respect of all of the
Aircraft.  6Undertakings
and covenants of Lessees - operational and sub-leasing  6.1General - operational  Until
all of the Secured Loan Obligations have been paid in full, each Lessee hereby
undertakes and covenants with each of the ECA Finance Parties separately and
severally from the date of this Agreement or, if it is not a party to this
Agreement on the date of this Agreement, from the date upon which that Lessee
accedes to this Agreement that, subject to clause 6.4 and save as may be agreed
from time to time with the ECA Agent, it shall at its own cost and expense, in
respect of each Aircraft of which it is the Lessee, comply or procure
compliance with the Operational Undertakings.  16


6.2Sub-leasing  Until
all of the Secured Loan Obligations have been paid in full, each Lessee hereby
undertakes and covenants with each of the ECA Finance Parties separately and
severally from the date of this Agreement or, if it is not a party to this
Agreement on the date of this Agreement, from the date upon which that Lessee
accedes to this Agreement that, save as may be agreed from time to time with
the ECA Agent, it shall not sub-lease, charter or otherwise part with
possession or operational control of any Aircraft except:  6.2.1for testing,
service, overhaul work, maintenance or repair or alterations, modifications or
additions in accordance with this Agreement or any other Transaction Document
or which is permitted or not prohibited by the Operational Undertakings; or  6.2.2pursuant to a
Sub-Lease or a Sub-Sub-Lease which complies in all respects with the Sub-Lease
Requirements (provided however that, if a Lessee enters into a Sub-Lease which
does not comply with the Sub-Lease Requirements in breach of this clause 6.2,
that breach shall not result in a Lease Termination Event but shall, unless the
relevant deviation is approved by the Security Trustee pursuant to clause 6.7,
result in a Mandatory Prepayment Event with respect to the relevant Aircraft if
that breach is not remedied within thirty (30) days after notice thereof from
the Security Trustee).  Notwithstanding
any such parting with possession or operational control permitted by this
clause 6.2, each Lessee shall, subject only to clause 6.4, remain primarily
liable and responsible for performing, and procuring observance of and
compliance with, all of its obligations under this Agreement and the other
Transaction Documents, provided that performance by a Sub-Lessee or a
Sub-Sub-Lessee of any obligation under a Sub-Lease or a Sub-Sub-Lease shall
without further act to the same extent constitute performance by the relevant
Lessee of any corresponding obligation hereunder or under any other Transaction
Document.  In
addition to the provisions of this clause 6 and the Sub-Lease Requirements, the
ECA Agent may require that that Aircraft is owned by a new Alternative
Borrower, if the State of Registration for that Aircraft, the Habitual Base for
that Aircraft as at the time at which the leasing of that Aircraft under the
relevant Sub-Lease commences and/or the State of Incorporation of any
Sub-Lessee of that Aircraft is a jurisdiction which imposes strict liability on
the relevant Borrower as the owner of the Aircraft. If such a requirement
arises, and the same is demonstrated, by an appropriate legal opinion from
reputable and experienced counsel in the relevant jurisdiction, the ECA Agent
shall consult with AerVenture in good faith in order to agree on the
Alternative Borrower and the ownership and leasing structure for that Aircraft,
and the provisions of clause 7 shall apply.  6.3Home Country restriction  6.3.1If at any time
a lessee proposes to permit an Aircraft to be delivered under a sub-lease to a
sub-lessee (if it is a technical operator of aircraft) or under a sub-sub-lease
to a sub-sub-lessee (if the sub-lessee is not a technical operator of aircraft
and the sub-sub-lessee is a technical operator of aircraft) (Operator Lessee) directly under a sub-lease or indirectly
under a sub-sub-lease if that delivery is to an Operator Lessee which is either
(i) the first Operator Lessee of that Aircraft, or (ii) the second or
subsequent Operator Lessee of that Aircraft or that Relevant Aircraft (as
applicable) if the sub-lease or sub-  17


sub-lease
to that Operator Lessee commences prior to the second anniversary of the
Delivery Date for that Aircraft, and:  (a)as a result of the delivery of that Aircraft to that
Operator Lessee, more than twenty five per cent (25%) of the total number of
the Aircraft (determined by number and not by value) financed under this
Agreement and approved by COFACE for that financing would be Home Country
Aircraft; or  (b)that Operator Lessee has its State of Incorporation
in the United States of America,  then,
unless the delivery to the relevant Operator Lessee follows the bona fide
repossession of that Aircraft, or the delivery or redelivery of that Aircraft,
as a result of the termination of the leasing of that Aircraft under a previous
sub-lease prior to its scheduled expiry date as a result of a default or other
early termination of that sub-lease, AerVenture shall as soon as reasonably
practicable give notice thereof to the Security Trustee.  6.3.2Following the
giving of any such notice, or if any ECA Finance Party otherwise becomes aware
of the proposed delivery of an Aircraft of the nature referred to in clause
6.3.1:  (a)if the delivery would result in the circumstances
set out in clause 6.3.1(a), the ECA Agent may, unless COFACE shall have
approved the delivery, at the direction of the ECA Lenders serve a notice on
the relevant Lessee requiring the prepayment of Loans for Home Country Aircraft
so that the circumstances set out in clause 6.3.1(a) no longer apply. The
ECA Agent shall consult with that Lessee as to the identity of the Loans which
shall be prepaid; or  (b)if the delivery would result in the circumstances
set out in clause 6.3.1(b), the ECA Agent may, unless COFACE shall have
approved the delivery, at the direction of COFACE serve a notice on the
relevant Lessee requiring the prepayment of the Loans for the relevant
Aircraft.  6.3.3If any of the
circumstances referred to in clause 6.3.1 arise, the ECA Agent will, if
requested by AerVenture, consult with AerVenture and COFACE with a view to
determining whether a waiver may be available in relation to the relevant
circumstances.  6.4Effect of Sub-Leases and
Sub-Sub-Leases  6.4.1No Lessee shall
be in breach of its Operational Undertakings, nor shall a Relevant Event or
Termination Event occur or be considered to have occurred (nor, for the
avoidance of doubt, shall a Lessee be or be deemed to be in breach of any
obligation to procure any matter by any Sub-Lessee, Sub-Sub-Lessee or other
person):  (a)as a result of any act or omission of any Sub-Lessee
or Sub-Sub-Lessee or the occurrence of an event of default (howsoever defined)
under any Sub-Lease or Sub-Sub-Lease, if and for so long as the obligations of
that Lessee under the following provisions of this clause 6.4 are being
complied with, and subject always to clause 6.4.3; or  18


(b)as a result of any confiscation, restraint,
detention, forfeiture, compulsory acquisition, requisition for title or
requisition for hire of an Aircraft by or under the order of any Government
Entity.  6.4.2The relevant
Lessee shall as soon as reasonably practicable and diligently take all steps in
accordance with the Standard to:  (a)prevent the condition of the Aircraft from being
materially adversely affected as a result of the relevant matter referred to in
clause 6.4.1;  (b)compel the Sub-Lessee to remedy the relevant matter
referred to in clause 6.4.1 and/or to repossess the Aircraft.  6.4.3Notwithstanding
anything to the contrary in this clause 6.4 or in any other provision of the
Transaction Documents:  (a)clause 6.4.1 shall not apply and shall not be deemed
to apply to any payment, reimbursement and/or indemnity obligation or liability
of any Lessee under the Transaction Documents, to any Lease Termination Event
(other than any referred to in paragraphs (c) and (d) of the
definition thereof) or corresponding Lease Event, to any obligations of any
Lessee of the nature or in respect of any of the matters referred to in
paragraph 2.2 of Schedule 8 or to the obligations of any Lessee under
paragraph 10 of Schedule 7; and  (b)the provisions of clause 6.4.1 are without prejudice
to:  (i)the provisions of the Transaction Documents in
relation to Mandatory Prepayment Events and Total Loss respectively; and  (ii)the obligations of the Lessees pursuant to clause
6.2.2.  6.5Off-Lease Period  During
any Off-Lease Period for an Aircraft:  6.5.1unless the
Security Trustee (acting on the instructions of the ECA Agent which, in turn,
is acting on the instructions of all of the ECA Lenders) otherwise agrees, that
Aircraft shall be registered in the United States, Ireland, the Netherlands,
the United Kingdom or such other jurisdiction as the Security Trustee (acting
on the instructions of the ECA Agent which, in turn, is acting on the
instructions of all of the ECA Lenders) may consent to in writing (such consent
not to be unreasonably withheld or delayed), to the extent possible under
Applicable Law in the name of the relevant Borrower or the relevant Lessee (as
the case may be) and a Mortgage for that Aircraft shall, to the extent possible
under Applicable Law, be registered in the aircraft mortgage register with the
relevant Aviation Authority;  6.5.2the relevant
Lessee shall at all times carry out the Operational Undertakings in relation to
that Aircraft but so that they shall be deemed to be modified to reflect the
fact that that Aircraft is not being operated but is instead grounded and being
stored, insured and maintained by that Lessee and, in particular:  19


(a)the insurance requirements shall be modified so that
that Lessee shall be required to obtain and maintain only insurance against
ground risks (if and for so long as that Aircraft is not flown); and  (b)that Lessee shall procure that the Aircraft is
safely stored;  6.5.3the relevant
Borrower and each of the ECA Finance Parties:  (a)acknowledge and agree that, subject always to the
compliance in full with all relevant requirements set out in clause 7, in the
case of registration of the Aircraft with the FAA, an owner-trustee structure
may be utilised; and  (b)shall, at the request of the relevant Lessee and at
the cost of  the Borrowers, take such
action as that Lessee may reasonably request in connection with the foregoing
matters; and  6.5.4to the extent that that Aircraft will be registered in The Netherlands in
accordance with clause 6.5.1:  6.5.5no lease interest will be registered in the Dutch register pursuant to
the Geneva Convention (Register voor de
teboekstelling van luchtvaartuigen); and  6.5.6the Mortgage over that Aircraft will include (i) an irrevocable
notarial power of attorney granted by the relevant Borrower to the Security
Trustee to deregister that Mortgage, (ii) a right of pledge on Parts as
described in Article XVI of the Geneva Convention whether or not in
advance, and (iii) a right of pledge in advance (bij voorbaat)
on that Aircraft to the extent that it will be deregistered from the register
pursuant to the Geneva Convention.  6.6Sub-Leases - management and
notification requirements  Until
all of the Secured Loan Obligations have been paid in full, each Lessee and
AerVenture hereby undertakes and covenants with each of the ECA Finance Parties
and each of the Borrowers separately and severally from the date of this
Agreement or, if it is not a party to this Agreement on the date of this
Agreement, from the date upon which that Lessee accedes to this Agreement that,
save as may be agreed from time to time with the ECA Agent shall, in relation
to each Aircraft:  6.6.1manage that
Aircraft and each Sub-Lease pursuant to which it is leased at any time and
monitor each Sub-Lessees performance of its obligations under the relevant
Sub-Lease in a manner consistent with the highest level of management provided
by AerVenture with respect to any leased and/or owned aircraft within its
portfolio and will not adversely discriminate against that Aircraft in any
material respect when compared to other aircraft within that portfolio, being
any commercial passenger aircraft that are owned and/or leased by AerCap Group
Companies;  6.6.2notify the ECA
Agent in writing, as soon as reasonably practicable after it becomes aware of
the same, of:  (a)the occurrence of any Notifiable Sub-Lease Event of
Default under any Sub-Lease for that Aircraft which is then continuing (which
notice shall contain reasonably sufficient detail of the nature of that
Notifiable Sub-Lease Event of  20


Default,
the circumstances giving rise to it (if known) and the steps which the relevant
Lessee is taking in connection with it); and  (b)of that Notifiable Sub-Lease Event of Default ceasing
to occur,  and
that Lessee shall, for so long as any such Notifiable Sub-Lease Event of
Default is continuing, as soon as reasonably practicable provide to the ECA
Agent in writing any information in connection therewith, which is available to
it and subject to any confidentiality restrictions, which the ECA Agent (acting
on the instructions of all of the ECA Lenders) may from time to time reasonably
request;  6.6.3following the
occurrence of a Trigger Event and for so long as the relevant Trigger Event is
continuing, notify the ECA Agent in writing, as soon as reasonably practicable
after it becomes aware thereof, of:  (a)any sub-lessee furnished equipment installed on that
Aircraft at the time at which it is delivered under a Sub-Lease; and  (b)the installation on that Aircraft at any time of any
other leased equipment to which the relevant Borrower shall not take title,  and
which (in either such case) has a value greater than the Damage Notification
Threshold;  6.6.4procure that,
as at the redelivery date under any Sub-Lease or Sub-Sub-Lease of that
Aircraft, either:  (a)any sub-lessee furnished equipment is removed from
that Aircraft and that Aircraft is restored to the condition it was in
immediately prior to the installation of that equipment; or  (b)title to that sub-lessee furnished equipment is
transferred to the relevant Borrower free of all Liens (other than Permitted
Liens);  6.6.5inform the ECA
Agent if it is repossessing that Aircraft from a Sub-Lessee or Sub-Sub-Lessee
and, upon receipt of any request from the ECA Agent, respond as soon as
reasonably practicable to such issues as the ECA Agent may reasonably request
further information on in respect of that repossession;  6.6.6inform the ECA
Agent as soon as reasonably practicable after it becomes aware of any:  (a)Lien which has arisen over or in respect of that
Aircraft or any part thereof other than any Permitted Lien; or  (b)steps being taken by the holders of any Lien
(including any Permitted Lien referred to in paragraph (b), (c), (d) or (e) of
the definition thereof) to exercise or enforce that Lien or any rights in
respect thereof;  6.6.7at no time
(other than as directed or consented to in writing by the Security Trustee)
consent to any amendment, alteration, waiver, novation or substitution of any
Sub-Lease, Sub-Sub-Lease, Assignment of Insurances, IDERA, Deregistration Power
of Attorney, Sub-Lease Credit Document or Subordination Acknowledgement, or
give any  21


approval
or consent or permission or make any determination or election provided for in
any Sub-Lease, Sub-Sub-Lease, Assignment of Insurances, IDERA, Deregistration
Power of Attorney, Sub-Lease Credit Document or Subordination Acknowledgement,
in each case, to the extent that that waiver, consent, amendment, alteration,
novation, substitution, approval or permission:  (a)in the case of any Sub-Lease Credit Document, is not
in accordance with the Standard:  (b)in the case of any Sub-Lease or Sub-Sub-Lease, will
result in the relevant Sub-Lease or Sub-Sub-Lease not complying with the
Sub-Lease Requirements;  (c)in the case of any Deregistration Power of Attorney,
IDERA or Subordination Acknowledgement, would or might reasonably be expected
to result in the rights, title and interests of the ECA Finance Parties and the
Borrowers (or any of them) in and to the Aircraft and/or under any Transaction
Document being materially adversely affected, based on advice received by the
Security Trustee and shared with AerVenture from reputable legal counsel in the
relevant jurisdictions; and/or  (d)is of or relates to an Assignment of Insurances
and/or any provision of any Sub-Lease which relates to Insurances; and  6.6.8  (a)open a Sub-Lease Account for that Aircraft and
execute a Sub-Lease Account Charge over that Sub-Lease Account. The relevant
Lessee will deposit, and direct the Sub-Lessee of that Aircraft to deposit, in
the relevant Sub-Lease Account, all cash deposits, Maintenance Reserves and any
other Sub-Lessee Security in the form of cash which (A) are paid by the
relevant Sub-Lessee under the proposed Sub-Lease for that Aircraft or (B) are
otherwise at any time received by or paid for the account of that Lessee by,
from or on behalf of any Sub-Lessee of that Aircraft; and  (b)deposit with the Security Trustee the originals of
all letters of credit and other Sub-Lease Credit Documents which may at any
time have been or be provided to or for the account of that Lessee (or any
other person on its behalf) by a Sub-Lessee of that Aircraft and execute or
procure the execution in favour of the Security Trustee of an irrevocable power
of attorney with respect to such letters of credit and other Sub-Lease Credit
Documents,  and/or
such other documents as the Security Trustee (acting reasonably) may require in
order to ensure that the Security Trustee is able to draw amounts under such
letters of credit and other Sub-Lease Credit Documents.  6.6.9Each Sub-Lease
Account Charge will provide for (without limitation):  (a)the provision to the Security Trustee by the
Sub-Lease Account Bank, upon request, of statements of all deposits, transfers
and withdrawals and such other information concerning the Sub-Lease Account as
the Security Trustee may from time to time reasonably request (acting on the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders). In  22


addition,
AerVenture shall provide to the Security Trustee, upon request, an explanation
in reasonable detail of the nature of all deposits, transfers and withdrawals
identified in any account statement provided by the relevant Sub-Lease Account
Bank and such other information concerning the Sub-Lease Account as the
Security Trustee may from time to time reasonably request. The Security Trustee
shall be entitled to rely on all such information provided to it by the
relevant Sub-Lease Account Bank and/or AerVenture without further enquiry and
shall have no liability to any party hereto if any such information proves not
to have been correct;  (b)the receipt by the Security Trustee of an
acknowledgement (in form and substance satisfactory to the Security Trustee)
from the Sub-Lease Account Bank in which the Sub-Lease Account Bank acknowledges
and agrees that, following the receipt by it of a notice from the Security
Trustee stating that a Trigger Event has occurred, the Sub-Lease Account Bank
will thereafter not recognise any direction, or honour any request, from the
relevant Lessee or AerVenture to withdraw, transfer or otherwise deal in any
way with the monies then standing to the credit of the relevant Sub-Lease
Account and shall deal solely with the Security Trustee in connection with the
relevant Sub-Lease Account and the monies standing to the credit thereof; and  (c)the assignment of the rights of the relevant
beneficiary under the Sub-Lease Account Charge (being the party described in
sub-paragraphs (a) and (b) of the definition of Sub-Lease Account
Charge in favour of the Security Trustee.  6.6.10In the event
that that Lessee is entitled to make a claim under any letter of credit or
other Sub-Lease Credit Document, which is deposited with the Security Trustee
pursuant to clause 6.6.8(b), it shall as soon as reasonably practicable notify
the Security Trustee. Subject always to no Trigger Event having occurred, the
Security Trustee shall, as soon as reasonably practicable, take such action, at
the request of that Lessee and at the cost of the Borrowers, as shall be
necessary to enable that Lessee to make the relevant claim. Such action shall
include, to the extent that the relevant Lessee demonstrates to the reasonable
satisfaction of the Security Trustee that it is necessary, or to the extent
that the relevant letter of credit expressly requires the physical possession
and presentment of the letter of credit in order to drawdown any amount
thereunder, returning the original of any letter of credit and/or Sub-Lease
Credit Document to the Lessee for the purposes of allowing it to make a claim
thereunder provided that that Lessee shall ensure that any amounts paid under
any such letters of credit or other Sub-Lease Credit Documents shall be paid to
the relevant Sub-Lease Account for application in accordance with this clause
6.6.10. If the Security Trustee is to return any letter of credit and/or
Sub-Lease Credit Document to a Lessee pursuant to this clause 6.6.10 then the
Security Trustee will use its best endeavours to return the relevant letter of
credit to the relevant Lessee as soon as possible and, to the extent possible,
by overnight courier.  In
the event that the Lessee of that Aircraft becomes obliged, pursuant to the
terms of the relevant Sub-Lease of that Aircraft, to return any cash deposits,
any other Sub-Lessee Security, any Maintenance Reserves or any Sub-Lease Credit
Documents paid to the relevant Sub-Lease Account for that Aircraft or deposited
with the Security Trustee pursuant to clause 6.6.8(a), or make any payment
determined on the basis of the amount of such cash deposits, other Sub-Lessee
Security, Maintenance Reserves or Sub-Lease Credit Documents, to a Sub-Lessee,
or that Lessee itself incurs expenditure in respect of  23


the
Aircraft in circumstances where that Lessee would be entitled, in the absence
of the provisions of clause 6.6.8(a), to use such cash deposits, other
Sub-Lessee Security, Maintenance Reserves or Sub-Lease Credit Documents in
reimbursement of or application towards that expenditure, the Security Trustee
shall, subject always to no Trigger Event having occurred, to such extent and
as soon as reasonably practicable:  (A)return such cash deposits, other Sub-Lessee
Security, Maintenance Reserves or Sub-Lease Credit Documents to that Sub-Lessee
or direct the Sub-Lease Account Bank to do so; or  (B)reimburse the same to that Lessee or direct the
Sub-Lease Account Bank to do so,  subject
to that Lessee having certified in writing to the Security Trustee that that
Lessee has become so obliged (in the case of (A)) or has incurred that
expenditure (in the case of (B)).  In
addition, if the relevant Sub-Lessee shall have defaulted in the payment of
rent under the relevant Sub-Lease, the Security Trustee shall, subject always
to no Trigger Event having occurred, at the written request from time to time
of the relevant Lessee (which written request may be given at any time after
such default), release and pay to that Lessee or direct the Sub-Lease Account
Bank to do so, from any cash deposits and/or other Sub-Lessee Security paid to
or deposited with the Security Trustee pursuant to the foregoing provisions of
clause 6.6.8(a), an amount equal to the lesser of (A) the total amount of
all such defaulted rent payments attributable to any period prior to the ECA
Repayment Date immediately preceding that written request (as certified by that
Lessee in that written request), (B) such lesser amount as may be
requested by that Lessee in that written request, and (C) the amount of
rent paid by that Lessee to the relevant Borrower under the Lease for that
Aircraft on the ECA Repayment Date immediately preceding that written request.
Each Lessee shall have no right to submit a request under this paragraph if, at
the time at which the relevant Lessee wishes to make such a request, a Trigger
Event has occurred. There shall be no limit to the number of requests which may
be submitted by a Lessee under this paragraph and the maximum referred to in (C) of
this paragraph shall not prevent the relevant Lessee from including in any subsequent
written request under this paragraph any amount of unpaid rent under the
relevant Sub-Lease attributable to any prior period in respect of which it has
not already received payment from or at the direction of the Security Trustee.  For
the avoidance of doubt, the Security Trustee shall in no circumstances be
obliged at any time to pay or direct the Sub-Lease Account Bank to pay any
amount to any person pursuant to the foregoing provisions of this clause 6.6.10
if a Trigger Event has occurred or to the extent that such amount exceeds the
amount of cash deposits, other Sub-Lessee Security and (if applicable)
Maintenance Reserves in relation to the relevant Aircraft received by the
Security Trustee and/or in the relevant Sub-Lease Account prior to that time
under this clause 6.6.10 and not prior to that time paid or reimbursed by or at
the direction of the Security Trustee to any person under this clause 6.6.10.  6.6.11Following the
occurrence of a Trigger Event, each Lessee and AerVenture shall cease to have
any rights whatsoever to withdraw or transfer funds from each Sub-Lease Account
or to deal, in any way, with each Sub-lease Account and the monies standing to
the credit thereof without the prior consent of the Security Trustee. Within
five (5) Banking Days of the occurrence of a Trigger Event AerVenture
will, (A) open a Cash Collateral  24


Account
and execute a Cash Collateral Account Charge over that Cash Collateral Account
and (B) deposit in the Cash Collateral Account an amount equal to three
per cent. (3%) of the Aircraft Purchase Price of each Aircraft (such amount to
be held as security for the Secured Obligations in respect of which an ECA Loan
has, at such time, been made under this Facility). Upon the cessation of the
relevant Trigger Event, the provisions of this clause 6.6.11 shall no longer
apply and the Security Trustee will as soon as reasonably practicable pay or
direct the Cash Collateral Account Bank to pay to the Lessee, to such account
as it may direct, the balance then standing to the credit of the Cash
Collateral Account.  6.7Further provisions relating
to Sub-Leases  6.7.1The ECA Finance
Parties acknowledge that AerVenture and/or any Lessee may, in relation to a
particular Aircraft, from time to time, request the approval, consent, waiver
or agreement of the ECA Agent in respect of any of the matters referred to in
this clause 6, including any request for a deviation from the requirements of
the Sub-Lease Requirements. Any such request shall be addressed to the Security
Trustee and shall be dealt with by the Security Trustee (on behalf of and in
conjunction with the ECA Agent acting on the instructions of all of the ECA
Lenders). AerVenture, the Security Trustee and the relevant ECA Finance Parties
agree to consult each other and COFACE in good faith, each acting reasonably,
in relation to any such request.  6.7.2If AerVenture
and/or any Lessee makes any request pursuant to clause 6.7.1 for a deviation
from the Sub-Lease Requirements, the consultation period referred to in clause
6.7.1 shall be ten (10) Banking Days or such longer period as AerVenture
and/or the relevant Lessee may request (each acting reasonably).  6.7.3For the
avoidance of doubt, nothing in this clause 6 shall prevent any Lessee or
AerVenture from entering into any contract and/or documentation with a proposed
Sub-Lessee in relation to a proposed Sub-Lease which does not comply with the
Sub-Lease Requirements (but not, for the avoidance of doubt, actually leasing an
Aircraft to a Sub-Lessee pursuant to that contract and/or documentation or
otherwise) if the parties rights and obligations under that contract and/or
documentation are expressed to be subject to the consent of the Security
Trustee to the relevant deviation from the Sub-Lease Requirements.  6.8Matters relating to Notices
and Acknowledgements  6.8.1A Lessee shall
be entitled to deviate from the terms of any notice or acknowledgement attached
to any Security Document in order to accommodate the reasonable requests of any
Sub-Lessee, Sub-Sub-Lessee or Insurer or any other person (other than an
Obligor) to whom such notice is addressed or who is to execute such
acknowledgement, provided always that no such deviation:  6.8.2is inconsistent
with the Standard; and  6.8.3would or might
reasonably be expected to result in the rights, title and interests of the ECA
Finance Parties and the Borrowers (or any of them) in and to the Aircraft
and/or under any Transaction Document being materially adversely affected.  25


6.9Insurances  The
Lessee of an Aircraft shall, prior to the delivery of that Aircraft under any
Sub-Lease or Sub-Sub-Lease, provide the Security Trustee with (in each case, in
English or accompanied by a certified translation into English) certificates of
insurance and a brokers or insurers letter of undertaking that evidence to
the satisfaction of the Security Trustee that the insurances required by this
Agreement will continue in full force after the delivery of that Aircraft to
the Sub-Lessee or Sub-Sub-Lessee (as applicable).  7Change of
ownership and/or leasing structure with respect to an Aircraft  7.1Acknowledgement of need for
changes  The
ECA Finance Parties hereby acknowledge that it may be necessary, from time to
time during the Security Period, to change the ownership and/or leasing
structure with respect to any Aircraft. Each Obligor which is a party hereto
hereby acknowledges that, pursuant to clause 6.2, the ECA Agent may require a
change in the Borrower for an Aircraft in the circumstances referred to in
clause 6.2. In any such case, the following provisions of this clause 7 shall
apply.  7.2Consent  The
ECA Finance Parties hereby agree to consent to any change of ownership and/or
leasing structure with respect to any Aircraft, including without limitation a
transfer of the relevant Lease to another Lessee or the transfer of the shares
of the relevant Lessee to another Lessee or to AerVenture, as the case may be
(provided that, in the case of any change of Sub-Lessee, the provisions of clause
6.2 instead shall apply), and co-operate in a timely manner with the relevant
Lessee to give effect to that change, provided that the following conditions
are satisfied:  7.2.1AerVenture
shall have given to the ECA Agent thirty (30) Banking Days written notice
prior to the proposed effective date of the proposed change (Proposed Effective Date) details of the following:  (a)the affected Aircraft;  (b)the proposed change in the ownership and/or leasing
structure, each affected Borrower, each affected Lessee and each other person
that will play a role in the proposed ownership and/or leasing structure with
respect to that Aircraft (including, without limitation, each proposed new
Borrower and/or new Lessee);  (c)if the change involves a change of, or a new,
Borrower and/or Lessee:  (i)the identity and ownership structure of the new
Borrower and/or Lessee; and  (ii)its proposed State of Incorporation;  7.2.2AerVenture
shall have agreed the following with the Security Trustee (acting on the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders) at least ten (10) Banking Days prior to the
Proposed Effective Date:  26


(a)if the change involves a change in ownership of the
affected Aircraft, the documentation pursuant to which title to the affected
Aircraft will be transferred from one Borrower to another Borrower;  (b)all Borrower Novations and Lessee Novations (if any)
required in connection with the change;  (c)if the change involves a change of, or a new,
Borrower and/or Lessee:  (i)such other documents as the Security Trustee (acting
on the instructions of the ECA Agent which, in turn, is acting on the
instructions of the ECA Lenders) shall reasonably require to ensure that the
ECA Finance Parties and, in the case of any change in, or new, Lessee, the
relevant Borrower will be in no worse position than they would have been in the
absence of that change; and  (ii)such legal opinion or opinions as the Security
Trustee (acting on the instructions of the ECA Agent which, in turn, is acting
on the instructions of all of the ECA Lenders) shall reasonably require to
demonstrate that the ECA Finance Parties and, in the case of any change in, or
new, Lessee, the relevant Borrower will be in no worse position than they would
have been in the absence of that change;  (d)if the change involves the introduction of any
Alternative Obligor into such ownership and/or leasing structure, the
requirements set out in clause 7.3 shall have been satisfied;  7.2.3the Borrower in
respect of that Aircraft shall have paid:  (a)to the Security Trustee in full on or prior to the
Proposed Effective Date such fees in connection with that proposed change as
are agreed from time to time pursuant to the Fees Letters; and  (b)to COFACE in full on or prior to the Proposed
Effective Date all reasonable fees charged by COFACE in connection with, and
notified by them to AerVenture in advance of, that proposed change;  7.2.4if the change
involves the introduction of a tax lease structure in respect of that Aircraft,
the revised structure shall (subject always to clause 7.2.5) reflect any
absence of cross-default or cross-collateralisation, as between that Aircraft
and the other Aircraft; and  7.2.5COFACE shall
have consented in writing to the change.  Any
change in ownership and/or leasing structure satisfying the requirements of
this clause 7.2 is referred to as a Permitted Change.  27


7.3Alternative
Obligors/Principal Lessees  7.3.1AerVenture
shall be entitled to request that an Alternative Obligor be incorporated into
the ownership and/or leasing structure in respect of an Aircraft.  Any
such request shall be made by AerVenture by written notice to the Security
Trustee (an Alternative Obligor Request). The Alternative Obligor Request shall
identify the following:  (a)its proposed State of Incorporation;  (b)in the case of an Alternative Borrower, the identity
of the Alternative Borrower Manager and the Alternative Borrower Trustee; and  (c)in the case of an Alternative Lessee, the role which
that party is intended to take in the leasing structure with respect to that
Aircraft.  The
Security Trustee (acting on the instructions of the ECA Agent which, in turn,
is acting on the instructions of all of the ECA Lenders) shall consider that
request in good faith taking into account the matters referred to above. The
Security Trustee (acting on the instructions of the ECA Agent which, in turn,
is acting on the instructions of all of the ECA Lenders) shall inform the
relevant Principal Obligor within fifteen (15) Banking Days of receipt of an
Alternative Obligor Request in respect of an Alternative Lessee and within
thirty (30) Banking Days of receipt of an Alternative Obligor Request in
respect of an Alternative Borrower as to whether the Alternative Obligor
Request has been approved by the ECA Lenders.  7.3.2Each
Alternative Obligor shall be capable of providing representations, warranties, undertakings
and covenants having substantially the same effect as those given by the
relevant Obligors in clauses 4 and 5.  7.3.3Each
Alternative Borrower shall be a company whose shares are held by (a) the
Trustee or another trustee approved by the Security Trustee (acting on the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders) on trust for charitable purposes, or (b) the
Principal Borrower. Each Alternative Borrower shall be managed by the Initial
Manager or another established and recognised management company acceptable to
the Security Trustee (acting on the instructions of the ECA Agent which, in
turn, is acting on the instructions of all of the ECA Lenders) and on terms
either pursuant to the Initial Administration Agreement (where the manager is
the Initial Manager) or otherwise on terms substantially similar to the Initial
Administration Agreement.  7.3.4AerVenture
shall procure that the Security Trustee is provided with the following
documents and evidence, in form and substance satisfactory to the Security
Trustee (acting on the instructions of the ECA Agent which, in turn, is acting
on the instructions of all of the ECA Lenders) no later than fifteen (15)
Banking Days prior to the Proposed Effective Date (or such later date as the
Security Trustee (acting on the instructions of the ECA Agent which, in turn,
is acting on the instructions of all of the ECA Lenders) and AerVenture may
agree:  (a)an Accession Deed duly executed by the parties thereto;  28


(b)an Alternative Lessee Share Charge or, as
applicable, an Alternative Borrower Share Charge duly executed by the parties
thereto over the entire issued share capital of the Alternative Obligor together
with certified copies of the minute books and the share register (if any) of
the Alternative Obligor and the originals of the share certificates of the
Alternative Obligor referred to therein and duly executed originals of the
letters of resignation, irrevocable proxies and undated share transfer forms
referred to therein;  (c)in the case of an Alternative Borrower;  (i)an Alternative Borrower Floating Charge together
with any documents deliverable therewith;  (ii)a Security Assignment duly executed by the parties
thereto, together with duly executed notices and acknowledgements referred to
therein, in each case, duly perfected and (if applicable) registered in all
applicable jurisdictions;  (iii)an English Law Mortgage, an English Law Mortgage Letter
and (subject to clause 14.6) a Mortgage, each duly executed by the parties
thereto and, in the case of the Mortgage (if any), duly perfected and
registered in the State of Registration; and  (iv)either an accession deed whereby the Alternative
Borrower accedes to the Initial Administration Agreement (where the Alternative
Borrower is managed by the Initial Manager) or an Alternative Borrower
Administration Agreement duly executed by the Alternative Borrower Manager and
the other parties thereto, on the terms required by clause 7.3.3 (in all other
circumstances), (except where the shares in the Alternative Borrower are held
by the Principal Borrower) an Alternative Declaration of Trust duly executed by
the Alternative Borrower Trustee and an Alternative Borrower Comfort Letter
duly executed by the Alternative Borrower Manager;  (d)in the case of an Alternative Lessee, a Lessee
Assignment duly executed by the parties thereto, together with duly executed
notices and acknowledgements referred to therein, in each case, duly perfected
and (if applicable) registered in all applicable jurisdictions;  (e)if any Intermediate Lease will be entered into:  (i)an Intermediate Lessee Assignment duly executed by
the parties thereto, together with duly executed notices and acknowledgements
referred to therein, in each case, duly perfected and (if applicable)
registered in all applicable jurisdictions;  (ii)a draft of that Intermediate Lease evidencing that (A) that
Intermediate Lease is made between two Lessees, and (B) that Intermediate
Lease is expressly subject and subordinate to the Lease for that Aircraft; and  (iii)a legal opinion from legal counsel reasonably
acceptable to the Security Trustee (acting on the instructions of the ECA Agent
which, in turn, is  29


acting
on the instructions of all of the ECA Lenders) in all relevant jurisdictions
addressed to the Security Trustee (in form and substance reasonably
satisfactory to the Security Trustee acting on the instructions of the ECA
Agent which, in turn, is acting on the instructions of all of the ECA Lenders)
confirming that that Intermediate Lease shall be recognised as being subject
and subordinate to the Lease for that Aircraft pursuant to the Applicable Laws of
that jurisdiction;  (f)any such novations, assignments or other documents
as may be required in order to make the Alternative Obligor a party to the
Airframe Warranties Agreement and the Engine Warranties Agreement, in each
case, for that Aircraft;  (g)a certificate signed by a director of the
Alternative Obligor and, in the case of an Alternative Borrower, the relevant
Alternative Borrower Trustee, setting out, in each case, the specimen signature
of those persons authorised to sign the Transaction Documents to which the
Alternative Obligor is or is to be a party and attaching, in each case,
Certified Copies of the following (or their equivalent):  (i)the certificate of incorporation of the Alternative
Obligor together with its constitutional documents;  (i)the resolutions of the board of directors and
shareholders of the Alternative Obligor approving the execution and performance
by it of each Transaction Document to which it is or is to be a party;  (ii)the resolutions of the owner of the entire issued
share capital of the Alternative Obligor approving the execution and
performance by that person of each Transaction Document to which it is or is to
be a party; and  (iii)a power of attorney appointing those persons
authorised to sign on behalf of the Alternative Obligor each Transaction
Document to which it is, or is to be, a party;  (h)if the Alternative Obligor is to be incorporated in
the Cayman Islands, a certificate of exemption in respect of the Alternative
Obligor from the appropriate Cayman Islands authorities;  (i)a legal opinion from in-house counsel to AerVenture
or AerCap Holdings as to the due execution by AerVenture of the Accession Deed,
in form and substance reasonably acceptable to the Security Trustee;  (j)a legal and tax opinion from reputable counsel
acceptable to the Security Trustee in the State of Incorporation of the
Alternative Obligor and, if the Alternative Obligor is deemed to be tax
resident in a jurisdiction other than its jurisdiction of incorporation, a
legal opinion from independent counsel in such jurisdiction, in each case in
form and substance reasonably acceptable to the Security Trustee; and  (k)a legal opinion from Norton Rose LLP, counsel to the
Lenders, as to English law, in form and substance reasonably acceptable to the
Security Trustee.  30


7.3.5Each AerCap
Obligor other than the Alternative Obligor hereby irrevocably authorises
AerVenture to execute any duly completed Accession Deed on its behalf. Each ECA
Finance Party and each Borrower other than the Alternative Obligor hereby
irrevocably authorises the Security Trustee to execute any duly completed
Accession Deed on its behalf. Upon receipt by the Security Trustee of the
Accession Deed signed by AerVenture and the Alternative Obligor, the Security
Trustee shall sign the same for itself and on behalf of the other ECA Finance
Parties and the Borrowers other than the Alternative Obligor and shall as soon
as reasonably practicable give notice of that execution to all of the parties
to the Accession Deed. Upon execution of any such Accession Deed, it shall take
effect in accordance with, but subject to, the terms hereof and thereof.  7.3.6AerVenture
shall procure that the Security Trustee is provided with the following
documents and evidence, in form and substance satisfactory to the Security
Trustee (acting on the instructions of the ECA Agent which, in turn, is acting
on the instructions of all of the ECA Lenders) no later than fifteen (15)
Banking Days prior to the date on which the accession of any Principal Lessee
to this Agreement is to become effective (or such later date as the Security
Trustee (acting on the instructions of the ECA Agent which, in turn, is acting
on the instructions of all of the ECA Lenders and AerVenture may agree):  (a)an Accession Deed duly executed by the parties
thereto;  (b)a Principal Lessee Share Charge duly executed by the
parties thereto over the entire issued share capital of the relevant Principal
Lessee together with certified copies of the minute books and the share
register (if any) of the relevant Principal Lessee and the originals of the
share certificates of the relevant Principal Lessee referred to therein and
duly executed originals of the letters of resignation, irrevocable proxies and
undated share transfer forms referred to therein;  (c)a Lessee Assignment duly executed by the parties
thereto, together with duly executed notices and acknowledgements referred to
therein, in each case, duly perfected and (if applicable) registered in all
applicable jurisdictions;  (d)any such novations, assignments or other documents
as may be required in order to make the relevant Principal Lessee a party to
the Airframe Warranties Agreement and the Engine Warranties Agreement, in each
case, for that Aircraft;  (e)a certificate signed by a director of the relevant
Principal Lessee setting out, in each case, the specimen signature of those
persons authorised to sign the Transaction Documents to which such Principal
Lessee is or is to be a party and attaching, in each case, Certified Copies of
the following (or their equivalent):  (ii)the certificate of incorporation of the relevant
Principal Lessee together with its constitutional documents;  (i)the resolutions of the board of directors and
shareholders of the relevant Principal Lessee approving the execution and
performance by it of each Transaction Document to which it is or is to be a
party;  31


(ii)the resolutions of the owner of the entire issued
share capital of the relevant Principal Lessee approving the execution and
performance by that person of each Transaction Document to which it is or is to
be a party; and  (iii)a power of attorney appointing those persons
authorised to sign on behalf of the relevant Principal Lessee each Transaction
Document to which it is, or is to be, a party,  (f)a legal opinion from in-house counsel to AerVenture
or AerCap Holdings as to the due execution by the relevant Principal Lessee of
the Accession Deed, in form and substance reasonably acceptable to the Security
Trustee;  (g)a legal and tax opinion from reputable counsel
acceptable to the Security Trustee (acting on the instructions of the ECA Agent
which, in turn, is acting on the instructions of all of the ECA Lenders) in the
State of Incorporation of the relevant Principal Lessee and, if the relevant
Principal Lessee is deemed to be tax resident in a jurisdiction other than its
jurisdiction of incorporation, a legal opinion from independent counsel in such
jurisdiction, in each case in form and substance reasonably acceptable to the
Security Trustee; and  (h)a legal opinion from Norton Rose LLP, counsel to the
Lenders, as to English law, in form and substance reasonably acceptable to the
Security Trustee.  7.3.7It is agreed that where an Aircraft is to be registered with the FAA,
title to the relevant Aircraft may be held by a professional US owner trustee
pursuant to a US ownership trust arrangement under which the relevant Borrower
shall be the owner participant (such owner trustee and ownership trust
arrangement to be satisfactory to the Security Trustee,acting on the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders acting reasonably).
The provisions of clause 7.3.1 relating to the submission, consideration and
approval of an Alternative Obligor Request shall apply in relation to any
written request by AerVenture  to
utilise such an arrangement and the provisions of the Transaction Documents
relating to ownership and registration of that Aircraft and the taking of
security over that Aircraft shall be construed accordingly. The parties
hereto agree and acknowledge that the use of such an ownership trust arrangement may result in a need for security alternative
and/or additional to that contemplated by the relevant foregoing provisions of
this clause 7.  7.4Consummation of Permitted
Change  Provided
that all of the documents and opinions referred to in clauses 7.2.2 and, if
relevant, 7.3 relating to a Permitted Change have been agreed with all relevant
parties in accordance with such clauses and the fees payable pursuant to clause
7.2.3 have been paid, the affected Obligors may and, at the request of the
relevant Lessee and at the cost of the Borrowers, the affected Obligors and the
ECA Finance Parties shall consummate that Permitted Change on the date
specified by AerVenture (which shall be a Banking Day occurring no earlier than
the Proposed Effective Date and no later than the date falling forty five (45)
days after the Proposed Effective Date) and, simultaneously therewith,
AerVenture will deliver to the Security Trustee originals or Certified Copies
of all such documents and opinions.  32


7.5Co-operation  Each
of the ECA Finance Parties agrees, at the request of AerVenture and at the cost
of the Borrowers, to do such acts and things and execute such documents as may
reasonably be required to complete any Permitted Change, subject to and in accordance
with the provisions of this clause 7.  7.6Matters relating to the
Borrower Trustee and the Manager  7.6.1If:  (a)any Borrower Trustee or Manager defaults in the
performance of any of its material obligations under any Transaction Document
to which it is a party and such default is not remedied within thirty (30) days
of notice thereof from the Security Trustee (with a copy to the relevant
Principal Obligor); or  (b)a Winding Up (as defined in clause 3.2 of the
Initial Administration Agreement) occurs and is continuing with respect to any
Borrower Trustee or Manager; or  (c)the ultimate beneficial owner of any Borrower
Trustee or Manager (being the person who issues the relevant Comfort Letter in
respect of any Borrower Trustee or Manager) notifies any party hereto that it
proposes to dispose of all or any of its shares in the relevant Borrower
Trustee or Manager,  each
of the ECA Finance Parties and AerVenture agrees as follows:  (i)as soon as reasonably practicable upon becoming
aware of such default, Insolvency Event or disposal, it will notify each other
of the same and thereafter consult with each other in good faith for a period
of up to sixty (60) days or, in the case of paragraph (c) above, six (6) weeks
(or, in either such case, such longer period as AerVenture and the Security
Trustee (acting on the instructions of the ECA Agent which, in turn, is acting
on the instructions of all of the ECA Lenders) may agree) as to the most
appropriate course of action with regard to such default, Insolvency Event or
disposal and will take such steps as are reasonable and open to them, at the
cost of the Borrowers, to mitigate the effect of such default, Insolvency Event
or disposal subject always to the proviso to clause 8.1.4 and the conditions set
forth in clause 8.2. Without limiting the foregoing (but subject always to the
proviso to clause 8.1.4 and clause 8.2), AerVenture and the ECA Finance Parties
will consider whether action should be taken to:  (A)terminate any applicable Administration Agreement or
the appointment of the Manager thereunder or replace the defaulting Manager and
defaulted Administration Agreement with an alternative manager and
administration agreement acceptable to AerVenture and the Security Trustee
(both acting reasonably and, in the case of the Security Trustee, on the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders); and/or  33


(B)preserve or enforce the rights of the Security
Trustee under any Borrower Share Charge, including action to have the shares in
the relevant Borrower which are subject to such Borrower Share Charge
transferred to another person acceptable to AerVenture and the Security Trustee
(both acting reasonably and, in the case of the Security Trustee, on the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders), to be held on trust on terms substantially the same as
the Declaration of Trust for the relevant Borrower and subject to a further
share charge on terms substantially the same as the related Borrower Share
Charge; and  and if such action is considered appropriate by
AerVenture and agreed to by the Security Trustee, then AerVenture and/or the
Security Trustee shall take such steps as are open to them, at the cost of the
relevant Borrower(s), to effect such termination, replacement, preservation,
enforcement and/or transfer; and  (ii)if at the end of the consultation period referred to
above the relevant default, Insolvency Event or disposal is still subsisting
and the same has not been mitigated as contemplated by the foregoing provision,
the Security Trustee shall, if the ECA Agent, acting on the instructions of the
ECA Lenders, considers that the same would or might reasonably be expected to
result in the rights, title and interests of the ECA Finance Parties and the
Borrowers (or any of them) in and to the Aircraft and/or under any Transaction
Document being materially adversely affected, based on advice received by the
Security Trustee and shared with AerVenture from reputable legal counsel in the
relevant jurisdictions, be entitled to declare a Mandatory Prepayment Event
with respect to the relevant Aircraft.  7.6.2Notwithstanding
any provision of any Transaction Document to the contrary, the ECA Finance
Parties and AerVenture agree that if AerVenture considers it appropriate that
action is taken to:  (a)terminate any Administration Agreement and replace
that Administration Agreement with an alternative manager and/or administration
agreement acceptable to the Security Trustee (acting on the instructions of the
ECA Agent which, in turn, is acting on the instructions of all of the ECA
Lenders (acting reasonably)) or terminate the appointment of any Manager and
replace that Manager with an alternative manager acceptable to the Security
Trustee (acting on the instructions of the ECA Agent which, in turn, is acting
on the instructions of all of the ECA Lenders (acting reasonably)); and/or  (b)preserve or enforce the rights of the Security
Trustee under any Borrower Share Charge, including action to have the shares in
the relevant Borrower which are subject to that Borrower Share Charge
transferred to another person acceptable to AerVenture and the Security Trustee
(both acting reasonably and, in the case of the Security Trustee, on the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders (acting reasonably)), to be held on trust on terms
substantially the same as the Principal Declaration of  34


Trust
and subject to a further share charge on terms substantially the same as that
Borrower Share Charge,  in
each case, at a time when no Lease Termination Event has occurred and is
continuing and as a result of concerns that the relevant Principal Obligor may
have in relation to the continuation of the participation of a particular
Manager or Borrower Trustee in the transactions contemplated by the Transaction
Documents, AerVenture shall be entitled to take, or direct the Security Trustee
to take, such action, and the Security Trustee shall take such action as is
available to it as soon as reasonably practicable after being required to do so
by AerVenture. The relevant Borrower(s) agrees to indemnify the Security
Trustee in respect of all Losses and Expenses suffered or incurred as a result
of the Security Trustee taking any such action.  7.6.3Each of the
parties hereto agrees, at the cost of the relevant Borrower(s), to enter into
or approve the execution of such documentation (including amendments to any of
the Transaction Documents) as may be required in order to implement the
arrangements contemplated by clause 7.6.1 or 7.6.2.  7.6.4At all times
when no Lease Termination Event has occurred and is continuing, the consent of
AerVenture shall be required for the appointment of any new Manager or new
Borrower Trustee.  8Mitigation  8.1General  If:  8.1.1a Borrower
Termination Event occurs in relation to an Aircraft; or  8.1.2as a result of
a Change in Law, any of the Security Documents for an Aircraft, at any time and
for any reason, ceases to be valid or enforceable in accordance with its terms;
or  8.1.3any Obligor
becomes obliged to make any payment or any increased payment under any of
clauses 4.8, 9.1, 9.7 or 10.1 of a Loan Agreement for an Aircraft or any of
clauses 8.8, 13.1 or 13.2 of the Lease for an Aircraft; or  8.1.4clause 10.2 or
clause 10.3 of the Loan Agreement for an Aircraft applies; or  (each
a Relevant Circumstance) then, without in
any way limiting, reducing or otherwise qualifying the rights and obligations
of the ECA Finance Parties under any provision of the Transaction Documents,
any party hereto who is aware of the same will, upon becoming aware of the
same, notify the other parties hereto thereof and, for a period of up to sixty
(60) days, and subject as provided in clause 10.2, the ECA Finance Parties
agree that they will not take any action which will result in the acceleration
of any Loan, and that the provisions of clauses 11.5 and 11.6 (except to the
extent that such clauses relate to Notices of Reservation of Rights) shall not
apply, by reason of the Relevant Circumstance and that they will take such
steps as are reasonable and as may be open to them to mitigate the effects of
that circumstance (including the restructuring of the transactions hereby
contemplated in a manner which will avoid the circumstance in question (which
may include a change in the identity of one or more of the Lenders)  35


and
on terms which the ECA Finance Parties and AerVenture consider reasonable),
provided that (and the following proviso shall also apply to clause 7.6):  (a)no party shall be under any obligation to take any
such action if to do so would have a material adverse effect on its business,
operations or financial condition or the financial basis under which the
Transaction Documents have been entered into or would entail any cost, Loss,
Expense or Tax to that party (unless, in the case of an adverse effect on that
financial basis, or cost, Loss, Expense or Tax, the relevant party shall have
been indemnified or otherwise secured to its satisfaction by the Borrowers, who
shall have received a counter-indemnity from the Lessees which shall have been
guaranteed under the Guarantees); and  (b)the parties shall not be under any obligation to
achieve any particular result nor shall any of them incur any liability to any
Obligor by virtue of the steps taken or such steps resulting in less than
complete mitigation.  8.2Conditions - general  The
agreement of the parties set forth in clauses 7.6 and 8.1 is subject to the
conditions that:  8.2.1at the relevant
time, no Lease Termination Event, Mandatory Prepayment Event for that Aircraft
(other than a Mandatory Prepayment Event of the nature referred to in paragraph
(c) or (d) of the definition thereof) or Total Loss of that Aircraft
shall have occurred and be continuing;  8.2.2no action to be
taken under, or any delay in any action as a result of the operation of, clause
7.6 or 8.1 (as applicable) would or might reasonably be expected to result in
the rights, title and interests of the ECA Finance Parties and the Borrowers
(or any of them) in and to the Aircraft and/or under any Transaction Document
being materially adversely affected, based on advice received by the Security
Trustee and shared with AerVenture from reputable legal counsel in the relevant
jurisdictions;  8.2.3all amounts due
and payable, or expressed to be due and payable, to each party pursuant to the
Transaction Documents at the relevant time shall have been paid to them; and  8.2.4no Applicable
Law shall prevent any party from performing its obligations under clause 7.6 or
8.1 (as applicable).  9Contest  9.1Each of the ECA
Finance Parties hereby agrees that, if any Obligor is required to indemnify
such ECA Finance Party for any Loss under clause 9.1 of any Loan Agreement
and/or clause 13.2 of any Lease, so long as no Lease Termination Event has
occurred and is continuing, any Lessee and any Sub-Lessee shall have the right
to investigate and the right in its sole discretion and its own name to defend
or compromise any such Loss and such ECA Finance Party shall co-operate, at the
Borrowers expense, with all reasonable requests of such Lessee in connection
therewith. Such co-operation will include, without limitation, the relevant ECA
Finance Party providing such details as are available to it (free from
confidentiality restrictions) of the relevant events and circumstances, the
relevant ECA Finance Party notifying the relevant Lessee of its proposed course
of action in relation to the claim which forms the basis of the Loss and  36


the
relevant ECA Finance Party reviewing any representations from any Lessee or any
Sub-Lessee (or their respective counsel) as to the legal basis of such claim
and responding to all reasonable questions from any Lessee or any Sub-Lessee
generally in relation to such claim. Each of the ECA Finance Parties agrees
that, if it is not possible under Applicable law for a Lessee and/or Sub-Lessee
to defend or compromise any Loss of the nature indemnified under clause 9.1 of
any Loan Agreement and/or clause 13.2 of any Lease in its own name, the
relevant Lessee will consult with, consider representations from and discuss
with such ECA Finance Party, in each case in good faith, with a view to
determining whether and, if so, on what basis such ECA Finance Party may be
prepared to defend or compromise such Loss in it own name and if, following
such good faith consultation, such ECA Finance Party determines that it is not
prepared to defend or compromise such Loss in its own name then such ECA
Finance Party shall be under no obligation to defend or compromise such Loss in
its own name.  9.2No ECA Finance
Party shall be obliged to provide any co-operation pursuant to clause 9.1
unless (i) the relevant Lessee shall indemnify such ECA Finance Party to
its reasonable satisfaction against all Losses which the ECA Finance Party may
incur in connection with, or as a result of, contesting such Loss or taking
such action, including, without limitation, all legal and accountancy fees and
disbursements, and the amount of any interest payments or penalties which may
be payable or any other loss or damage whatsoever which may be incurred as a
result of contesting such claim or taking such action and (ii) if such
contest is to be initiated by the payment of, and the claiming of a refund for,
such Losses, the relevant Lessee shall have advanced to such ECA Finance Party
sufficient funds (on an interest free basis and if such advance results in
taxable income to such ECA Finance Party on an after Tax basis) to make such
payment. Nothing herein shall require such ECA Finance Party to take or refrain
from taking any action or do anything pursuant to clause 9.1 (i) which
would (or might), in the reasonable opinion of such ECA Finance Party, entail
any material risk of civil or criminal liability to any Obligor or any ECA
Finance Party or (ii) if, judged by reference to the generally accepted
practice in the aviation finance market at such time, it would be materially
prejudicial to such ECA Finance Partys interests. If such ECA Finance Party
shall obtain a refund of all or any part of any such Losses which any Obligor
shall have paid, such ECA Finance Party shall as soon as reasonably practicable
pay to the relevant Lessee an amount which such ECA Finance Party determines
will leave such ECA Finance Party in no better or worse position than it would
have been had there been no claim against such ECA Finance Party for such
Losses.  9.3Each ECA
Finance Party shall take such action as it may, in good faith, deem reasonable
under the circumstances to mitigate any indemnification obligation of the
Obligors under clause 9.1 of any Loan Agreement and/or clause 13.2 of any
Lease, provided that the failure of such ECA Finance Party to take any such
mitigation action shall not reduce, diminish or otherwise affect the obligation
of the relevant Obligors to indemnify such ECA Finance Party pursuant to clause
9.1 of the relevant Loan Agreement and/or clause 13.2 of any Lease.  9.4The provisions
of clause 9 shall not apply to COFACE in the event that COFACE becomes a party
to this Agreement.  9.5Each Borrower
agrees to extend the same contest and mitigation rights, mutatis mutandis, to
each Lessee and Sub-Lessee as those set out in clauses 9.1 and 9.3, as if all
references therein to the ECA Finance Parties were references to that Borrower.  37


10Covenants - ECA
Finance Parties  10.1Quiet enjoyment - Lessee  So
long as no Lease Termination Event has occurred and is continuing, each ECA
Finance Party agrees that neither it, nor any person lawfully claiming through
that ECA Finance Party, will interfere with the quiet use, possession and
enjoyment of an Aircraft which is then subject to the security constituted by
the Security Documents by any Lessee, any Sub-Lessee or any Sub-Sub-Lessee of
that Aircraft.  10.2Quiet enjoyment -
Sub-Lessees  The
ECA Finance Parties and the Borrowers acknowledge that a Sub-Lessee of an
Aircraft which is then the subject of an ECA Loan may request the Lessee of
that Aircraft to procure the execution and delivery of a quiet enjoyment
undertaking by the ECA Finance Parties, or by the Security Trustee on their
behalf, and by the relevant Borrower. The ECA Finance Parties and the Borrowers
agree that they shall, as soon as reasonably practicable following a request by
that Lessee, grant, or (in the case of the ECA Finance Parties only) shall
instruct the Security Trustee to grant, a quiet enjoyment undertaking to that
Sub-Lessee, in the same terms mutatis mutandis as the Quiet Enjoyment
Undertaking, provided that all provisions of the Sub-Lease Requirements in
relation to the sub-leasing of that Aircraft to that Sub-Lessee are satisfied
in full or waived in accordance with clause 6.7. The ECA Finance Parties and
the Borrowers agree that they shall perform their respective obligations under
each Quiet Enjoyment Undertaking.  10.3Non-receipt of Borrower
amounts  If
any Agent shall not receive on its due date any amount due or expressed to be
due from a Borrower to that Agent (on its own behalf or on behalf of the
relevant Lenders or any of them) under the Transaction Documents, that Agent
shall as soon as reasonably practicable notify AerVenture in writing of that
non-receipt.  10.4Finance Party Liens  Each
ECA Finance Party agrees for the benefit of AerVenture and each Lessee as
follows:  10.4.1  (a)it shall not create or permit to arise or subsist
any Finance Party Lien (other than any Permitted Finance Party Lien) over or
with respect to any Aircraft which is then the subject of an ECA Loan and shall
as soon as reasonably practicable, at its own expense, discharge or procure the
discharge of any such Finance Party Lien if the same shall exist at any time;
and  (b)it will not do, and will use all reasonable
endeavours to prevent, any act which could reasonably be expected to result in
any Aircraft which is then the subject of an ECA Loan being arrested,
confiscated, seized, taken in execution, impounded, forfeited, detained in
exercise or purported exercise of any possessory Finance Party Lien and, if any
such arrest, confiscation, seizure, taking, impounding, forfeiture or detention
occurs, it will give AerVenture  38


immediate
written notice thereof, and will procure the prompt release of that Aircraft;
and  10.4.2it will comply
with the obligations expressed to be assumed by it under the Transaction
Documents.  10.5Direct payments  In
circumstances where a payment obligation by a Lessee to a Borrower under the
Lease for an Aircraft is matched by a corresponding payment obligation by that
Borrower to the ECA Finance Parties under the Loan Agreements for that Aircraft
or any other Transaction Document for that Aircraft, payment of that amount by
that Lessee direct to the relevant Agent shall (upon receipt thereof by the
relevant Agent) be deemed to constitute payment of that amount by that Lessee
to that Borrower under that Lease and payment of that amount by that Borrower
to the relevant ECA Finance Parties under those Loan Agreements or other
Transaction Document (as applicable).  10.6Release of security  10.6.1Upon irrevocable
receipt in full by the Security Trustee and/or the ECA Agent of all amounts of
principal and interest owing in respect of each Loan for an Aircraft, so that
each such Loan shall have been repaid in full, together with all other amounts
due but unpaid at that time in respect of each such Loan in accordance with the
terms of the Loan Agreements for those Loans, then:  (a)the rights of the Secured Parties (other than the
related Lessee) in respect of any Mortgage, any English Law Mortgage, the Security
Assignment and the other Security Documents (in each case, to the extent solely
relating to the relevant Aircraft) shall thereupon be deemed to be released,
terminated and, as the case may be, reassigned; and  (b)the Security Trustee shall (acting on the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders,) confirm in writing to the Lessee for that Aircraft
that all such amounts have been paid in full, at which time title to that
Aircraft shall be transferred by the relevant Borrower in accordance with the
Lease for that Aircraft.  Upon
title so transferring, if so requested by that Lessee, the Security Trustee
shall, (acting on the instructions of the ECA Agent which, in turn, is acting
on the instructions of all of the ECA Lenders,) at the cost of the Borrowers,
as soon as reasonably practicable release, terminate and, as the case may be,
reassign any English Law Mortgage, any Mortgage, each Security Assignment and
the other Security Documents (in each case, to the extent solely relating to
the relevant Aircraft), and take such other action which that Lessee may
reasonably request in order to effect those releases, terminations and
reassignments. If the Borrower is the beneficiary of any security constituted
by the Security Documents, the Borrower will also thereupon take such other
action which that Lessee may reasonably request in order to effect the release,
termination and reassignment of the Borrowers interests under the Security
Documents, to the extent solely relating to that Aircraft.  39


10.6.2Upon an
Aircraft ceasing to be leased by the Lessee for that Aircraft to a particular
Sub-Lessee under a Sub-Lease and where that Sub-Lessee has returned that
Aircraft to that Lessee in accordance with that Sub-Lease:  (a)the Security Trustee and the relevant Borrower agree
(at the cost and expense of the Borrowers), if so requested by that Lessee, as
soon as reasonably practicable to release and reassign that Sub-Lease, the
relevant Assignment of Insurances, the relevant IDERA and the relevant
Deregistration Power of Attorney from the security created pursuant to the
Lessee Assignment(s) which relates to that Aircraft and the Security
Assignment which relates to that Aircraft and to take such further action as
that Lessee may reasonably request in order to effect such releases and
reassignments; and  (b)the Security Trustee agrees (at the cost and expense
of the Borrowers), if so requested by that Lessee, as soon as reasonably
practicable to release any Mortgage for that Aircraft granted to it in
connection with the leasing of that Aircraft to that Sub-Lessee and as soon as
reasonably practicable to take such further action as that Lessee may
reasonably request in order to give effect to that release, provided that the
Borrower has, if it is required to do so pursuant to paragraph 1 of
Schedule 7, granted a new Mortgage for that Aircraft in favour of the
Security Trustee in accordance with the provisions of this Agreement and the
other Transaction Documents. The foregoing undertakings shall also apply,
subject to the related proviso, in circumstances where there is a change of the
State of Registration permitted under this Agreement.  10.6.3Upon title to
an Engine or Part transferring to a Lessee pursuant to clause 11.5 of the
relevant Lease, if so requested by that Lessee, the Security Trustee shall, at
the cost of the Borrowers, as soon as reasonably practicable release, terminate
and, as the case may be, reassign the English Law Mortgage and any Mortgage (in
each case, to the extent solely relating to the relevant Engine or Part, and
subject always to equivalent security having first been created and perfected
over the replacement Engine or Part), and take such other action which that
Lessee may reasonably request in order to effect those releases, terminations
and reassignments.  10.7Substitution of Aircraft  10.7.1If a Total Loss
of an Aircraft occurs or the relevant Lessee otherwise wishes to substitute an
Aircraft for the purposes of the Transaction Documents (in each case, the Existing Aircraft), that Lessee may, by notice to the ECA
Agent, request permission to substitute for the Existing Aircraft another
Airbus aircraft of the same type or in the same family of aircraft as the
Existing Aircraft (the Replacement Aircraft).
The notice shall provide details of the age from delivery by the Manufacturer
and number of block hours since the last Heavy Maintenance Check of the
proposed Replacement Aircraft. The ECA Agent (acting on the instructions of all
of the ECA Lenders) shall consider any such request in good faith, in
accordance with the then current practice of COFACE in relation to the
substitution of aircraft, and shall inform that Lessee within twenty one (21)
Banking Days of the receipt of that notice as to whether the proposed
substitution has been approved and, if approved, the terms upon which that
Replacement Aircraft shall be substituted for the Existing Aircraft. The
parties to this Agreement acknowledge that the current practice of COFACE is
that COFACE-supported Airbus aircraft may only be substituted in
COFACE-supported facilities by new Airbus aircraft of the same  40


type
or in the same family of aircraft as the Existing Aircraft and that any such
substitution is, in any event, subject to COFACE approval.  10.7.2Following a
request by the relevant Lessee for the substitution of an Aircraft in
accordance with clause 10.7.1 following a Total Loss of that Aircraft and if
the Total Loss Proceeds for that Total Loss have been paid to the Security
Trustee either:  (a)prior to the ECA Agent (acting on the instructions
of all of the ECA Lenders) informing that Lessee of the decision of the ECA
Lenders as to that substitution; or  (b)if the ECA Agent (acting on the instructions of all
of the ECA Lenders) has approved the substitution of the Existing Aircraft,
prior to the actual substitution of the Existing Aircraft by a Replacement
Aircraft,  an
amount of the Total Loss Proceeds for that Total Loss equal to the Required
Insurance Value (Retained Proceeds) shall remain in
the relevant Proceeds Account pending completion of the substitution (and
assuming, in the case of 10.7.2(a), that the substitution will be approved) for
up to one hundred and eighty (180) days or such other period of time as shall
then reflect the then current practice of COFACE as notified by COFACE to the
ECA Lenders. If the Existing Aircraft is then substituted by the Replacement Aircraft
in accordance with the approval and terms given or specified pursuant to clause
10.7.1, the Retained Proceeds (together with accrued interest thereon for the
period whilst held in the relevant Proceeds Account at the rate agreed between
the Security Trustee (acting on the instructions of the ECA Agent which, in
turn, is acting on the instructions of all of the ECA Lenders) and that Lessee)
shall, subject to the proviso to this clause 10.7.2, be returned to that
Lessee. Notwithstanding anything to the contrary herein or in any other
Transaction Document, the Obligors agree and acknowledge that the relevant
Lessee shall continue to be obliged to pay Rent under and in accordance with
the relevant Lease and the relevant Borrower shall continue to be obliged to
make all payments of principal and interest falling due under the relevant Loan
Agreements, in each case, for the Existing Aircraft, unless and until either (i) the
substitution has been completed, from which time the relevant Lessee shall be
obliged to pay Rent under and in accordance with the relevant Lease and the
relevant Borrower shall be obliged to make all payments of principal and
interest falling due under the relevant Loan Agreements, in each case, for the
Replacement Aircraft in place of the Existing Aircraft, or (ii) the
Retained Proceeds have pursuant thereto been applied in accordance with clause
13.4.  Provided
however that, if at any time prior to the actual substitution of the Existing
Aircraft by a Replacement Aircraft, a Lease Termination Event shall occur and
be continuing, the foregoing provisions of this clause 10.7 shall cease to be
of any further application and the Retained Proceeds shall be applied in
accordance with clause 13.7.  10.7.3If at any time
the relevant Lessee withdraws its request for substitution following a Total
Loss or such request is rejected or such substitution has not been completed
within one hundred and eighty (180) days of the submission of the relevant
request (or such other period as the parties may agree), then, as soon as
reasonably practicable thereafter, the Retained Proceeds (together with accrued
interest thereon for the period whilst held in the relevant Proceeds Account at
the rate agreed between the Security Trustee and that Lessee) shall be applied
in accordance with clause 13.4, and the other provisions of  41


this
Agreement and the Transaction Documents relating to a Total Loss shall be
implemented, disregarding for this purpose any reference therein to any such
substitution.  10.8Borrower matters  Each
ECA Finance Party agrees with AerVenture that, prior to the exercise of any
rights, discretions or powers conferred on it under any of the Administration
Agreements and/or pursuant to the Declarations of Trust, it shall, if no Lease
Termination Event has then occurred which is continuing, consult in good faith
with AerVenture as to the manner and nature of such exercise, provided however
that the relevant ECA Finance Party shall nevertheless, subject to clause 8, be
entitled to exercise such discretion without reference (or, as the case may be,
without further reference) to AerVenture if at any time it believes (acting
reasonably) that failure to do so would or might reasonably be expected to result
in the rights, title and interests of the ECA Finance Parties and the Borrowers
(or any of them) in and to any Aircraft and/or under any Transaction Document
being materially adversely affected, based on advice received by the Security
Trustee and shared with AerVenture from reputable legal counsel in the relevant
jurisdictions. The foregoing provisions of this clause 10.8 are subject always
to the requirements of clause 7.6.  10.9Transaction Documents  Subject
always to the provisions of clause 30.6.2, each of the parties hereto agrees
for the benefit of each of the other parties hereto that it will not, other
than in accordance with the express terms of the Transaction Documents,
terminate, or acquiesce in the termination of, or alter or amend the provisions
of, the Transaction Documents or any of them without the prior written consent
of each of the other parties hereto.  11Enforcement of
Trust Documents  11.1No enforcement by Secured
Parties  None
of the Secured Parties shall have any independent power to enforce any of the
Trust Documents, to exercise any rights and/or powers or to grant any consents
or releases under or pursuant to any of the Trust Documents or otherwise have
direct recourse to the security constituted by any of the Trust Documents.
Notwithstanding the foregoing or any other provision of this Agreement or any
other Transaction Document, it is hereby acknowledged and agreed that the ECA
Agent shall be entitled to send an ECA Acceleration Notice under any ECA Loan
Agreement.  11.2Acceleration of Loans  Save
as expressly provided in this clause 11 none of the ECA Finance Parties shall
have any independent power to take any steps to accelerate or demand repayment
of any Loan pursuant to any Loan Agreement, or to exercise, save to the extent
provided above, any rights or powers or to grant any consents or releases
relating to or in connection with the occurrence or existence of any
Termination Event.  42


11.3Action under Trust Documents  At
all times before the Secured Loan Obligations have been fully repaid and
discharged, subject to the Security Trustee being indemnified to its
satisfaction in accordance with clause 14 and without prejudice to clause 11.5,
the Security Trustee shall take such action (including, without limitation, the
exercise of all rights and/or powers and the granting of consents or releases)
or, as the case may be, refrain from taking such action under or pursuant to
the Trust Documents as all of the ECA Lenders or, where specified in this
Agreement, the Majority Lenders shall specifically direct the Security Trustee
(that direction being given in writing through the ECA Agent).  Each of the parties to this Agreement
acknowledges and agrees that wherever in this Agreement the Security Trustee is
expressed to take any action, or make any determination, it shall take such
action and make such determination at the direction of the ECA Agent acting on
the instructions of all of the ECA Lenders or, where specified the Majority
Lenders.  At all times after the Secured
Loan Obligations have been fully repaid and discharged, subject to the Security
Trustee being indemnified to its satisfaction, the Security Trustee shall take
such action (including, without limitation, the exercise of all rights and/or
powers and the granting of consents or releases) or, as the case may be,
refrain from taking such action under or pursuant to the Trust Documents as the
relevant Lessee may direct. Unless and until the Security Trustee shall have received
such directions or instructions, the Security Trustee shall not be required to
take any action under any of the Trust Documents.  11.4Instructions of Majority
Lenders  The
Security Trustee shall be entitled (and bound) to assume that any directions
received by it from the ECA Agent (or, once the Secured Loan Obligations have
been fully repaid and discharged, the relevant Lessee) under or pursuant to
this Agreement or any of the other Transaction Documents are the directions of
all of the ECA Lenders or, where specified, of the Majority Lenders (or, once
the Secured Loan Obligations have been fully repaid and discharged, of the
relevant Lessee) acting pursuant to the provisions of the Transaction
Documents. The Security Trustee shall not be liable to the Secured Parties or
any of them for any action taken or omitted under or in connection with this
Agreement or any of the other Transaction Documents in accordance with any such
directions.  11.5Action following Termination
Event  Subject
always to clause 8, if at any time before the Secured Loan Obligations have
been fully repaid and discharged any party hereto becomes aware that a
Termination Event has occurred and is continuing, that party shall as soon as
practicable after becoming aware thereof give written notice (a Notice of Applicable Event) to the relevant Borrower, the
ECA Agent and the Security Trustee and if:  11.5.1within a period
of thirty (30) days following the giving of the Notice of Applicable Event or
the expiry of any period specified in any Notice of Reservation of Rights
issued by the Security Trustee pursuant to clause 11.6, the ECA Agent (acting
on the instructions of all of the ECA Lenders) shall not have given either (i) notice
(a Notice for Inaction) to the Security
Trustee requiring that action not to be taken, or (ii) notice to the
Security Trustee requiring the issue of a Notice of Reservation of Rights, or a
further Notice of Reservation of Rights, pursuant to clause 11.6; or  43


11.5.2the ECA Agent
(acting on the instructions of all of the ECA Lenders) gives notice (a Notice for Action) in writing to the Security Trustee
requiring that action to be taken,  then,
upon the expiry of the thirty (30) period referred to in clause 11.5.1 or upon
the giving of notice by the ECA Agent (acting on the instructions of all of the
ECA Lenders) pursuant to clause 11.5.2 (or, if any Notice(s) of
Reservation of Rights have been delivered by the Security Trustee pursuant to
clause 11.6, upon the expiry of the period specified in the last Notice of
Reservation of Rights so delivered by the Security Trustee), to the extent
permitted by the Transaction Documents and Applicable Law (and provided that,
at the relevant time, that Termination Event is continuing and subject always
to clause 8):  (a)an ECA Acceleration Notice shall be deemed to have
been given pursuant to and for all purposes of each ECA Loan Agreement and the
Loans shall become due and payable pursuant to and in accordance with the terms
of the Loan Agreements; and/or  (b)the Security Trustee shall ensure that such steps as
may be available and as may be prudent are taken to enforce the security
constituted, and/or the rights contained, in the relevant Trust Documents.  11.6Reservation of rights  Subject
to clause 8, if within thirty (30) days of the issue of a Notice of Applicable
Event, the ECA Agent (acting on the instructions of all of the ECA Lenders) has
given to the Security Trustee a notice in writing requiring it to do so (provided
that the Security Trustee does not receive a Notice for Action pursuant to
clause 11.5.2 within that period), the Security Trustee shall by notice in
writing to the Lessees and AerVenture (a Notice of Reservation of
Rights) reserve all of its rights under the Transaction Documents
arising as a consequence of the occurrence of the Termination Event in question
and take any such other action as specified in that notice, which notice may (inter alia) require the relevant Lessee, or as the case may
be, AerVenture (in the case of a Lease Termination Event) or the relevant
Borrower (in the case of a Borrower Termination Event) to remedy that
Termination Event within a period of thirty (30) days after the date on which
the Notice of Reservation of Rights is given or such other period as the
Security Trustee may agree and specify in that notice. Upon the expiry of the
period specified in any Notice of Reservation of Rights, the Security Trustee
shall, if it is instructed in writing to do so by the ECA Agent (at the request
of all of the ECA Lenders) prior to the expiry of that period (provided the
Security Trustee does not receive a Notice for Action pursuant to clause 11.5.2
within that period), give to the relevant Lessee and any other relevant person
a further Notice of Reservation of Rights.  11.7Demands under the Guarantees  11.7.1Notwithstanding
anything in this Agreement or any of the other Transaction Documents to the
contrary, each of the ECA Finance Parties agrees and acknowledges in connection
with the Guarantees that the ECA Agent, acting on the instructions of all of
the ECA Lenders, shall be entitled to instruct the Security Trustee to send a
Notice of Demand in respect of any amounts outstanding from a Lessee to a
Borrower for the ultimate  44


account
of any ECA Finance Party or in respect of any obligations owed by a Lessee to a
Borrower for the ultimate account of any ECA Finance Party, in each case in
accordance with and subject to the provisions of the relevant Guarantee.  11.7.2So long as no
Lease Termination Event and no ECA Utilisation Block Event has occurred and is
continuing at that time any amounts received by the Security Trustee under any
Guarantee as a result of any Notice of Demand sent in accordance with the
instructions of the ECA Agent, acting on the instructions of all of the ECA
Lenders, shall be applied in accordance with clause 13.8.1.  11.7.3If any amounts
are received by the Security Trustee under a Guarantee:  (a)and at that time a Lease Termination Event has
occurred and is continuing, such amounts shall be applied in accordance with
clause 13.7;  (b)and at that time an ECA Utilisation Block Event has
occurred and is continuing, such amounts shall be held in the relevant Proceeds
Account until such time as clause 11.7.2 or clause 11.7.3(a) shall become
applicable, at which time such amounts shall be applied in accordance with
clause 11.7.2 or clause 11.7.3(a) (as applicable).  12Proceeds
Account  12.1Proceeds Account  On
or before the occurrence of any event which will result in the payment of any
Proceeds in relation to an Aircraft or as soon as reasonably practicable
thereafter, the Security Trustee shall open the Proceeds Account for that
Aircraft and shall as soon as reasonably practicable notify all parties to this
Agreement of such details of that account as they may require in order to
comply with their obligations under clause 12.3.  12.2Proceeds to be held on trust  Any
sum received or recovered by any party hereto which is required by any
provision hereof to be paid to the Security Trustee for credit to the
applicable Proceeds Account shall be received by that party on trust for the
Security Trustee and that party shall as soon as reasonably practicable pay
that sum to the Security Trustee for credit to the applicable Proceeds Account.  12.3Payments to Proceeds Account  Each
party shall from time to time pay any Proceeds (other than any such amounts as
may be received by way of distribution from any Proceeds Account) to the
Security Trustee as soon as reasonably practicable upon receipt thereof for
application in accordance with the terms of this Agreement.  45


12.4Proceeds received  All
Proceeds received or recovered by the Security Trustee (otherwise than by way
of distribution from any Proceeds Account) shall as soon as reasonably
practicable be credited to the applicable Proceeds Account.  12.5Currency conversion  If
any Proceeds in respect of an Aircraft are received or recovered by the
Security Trustee (otherwise than by way of distribution from any Proceeds
Account) in any currency other than Dollars, such Proceeds shall be applied in
the purchase of Dollars at the spot rate of exchange available to the Security
Trustee (in the ordinary course of business) on the date of receipt or, if it
is not practicable to effect that purchase on that date, the immediately
following day on which banks are generally open for the transaction of that
foreign exchange business in the jurisdiction through which the Security
Trustee is acting for the purposes of this Agreement, and the net amount of
Dollars so purchased (after the deduction by the Security Trustee of any reasonable
costs incurred by it in connection with that purchase) shall be credited to the
applicable Proceeds Account.  12.6No set-off or counterclaim  Each
party agrees that any sums which it pays in accordance with clause 12.3 shall
be made without any set-off or counterclaim and free and clear of and without
any withholding or deduction whatsoever (except as required by law and, in the
case of each Obligor, subject to clause 4.7 of the relevant Loan Agreement or,
as applicable, clause 13.1 of the relevant Lease) to the Security Trustee, in
the currency of receipt, in accordance with the terms of this Agreement (but if
any such deduction or withholding is required by law then the party affected by
that requirement (the affected party) agrees that it shall consult in good
faith with the parties to this Agreement who may be affected thereby with a
view to mitigating the effect of any such deduction or withholding provided
that the affected party shall not be obliged (subject, in the case of each
Obligor to clause 4.7 of the relevant Loan Agreement or, as applicable, clause
13.1 of the relevant Lease) to incur any additional expense, nor to take any
course of action other than it would do in relation to any counterparty to any
of its similar contracts who would be affected by the same or any similar legal
requirement).  12.7Interest  Interest
shall accrue from day to day on the amounts of all Proceeds received by the
Security Trustee and from time to time standing to the credit of any Proceeds
Account at the best rate available to the Security Trustee for such interest
periods as the Security Trustee shall reasonably select from time to time. Any
such interest shall be credited to the relevant Proceeds Account at the end of
each such interest period.  13Application of
sums received  13.1Application of principal and
interest prior to the occurrence of a Lease Termination Event  13.1.1Upon receipt by
the ECA Agent of any amount referred to in clause 4.10.1 of an ECA Loan
Agreement prior to the occurrence of a Lease Termination Event which is  46


continuing,
the ECA Agent shall make the same available in accordance with the provisions
of clause 4.10.2 of that ECA Loan Agreement for application in or towards the payment
of amounts due to the relevant ECA Lenders, that application to be in
accordance with the terms agreed between the ECA Agent, the relevant ECA
Lenders and COFACE.  13.2Application of amounts
received in respect of indemnity obligations  13.2.1Notwithstanding
any provision of the Transaction Documents to the contrary, any amounts payable
to any ECA Finance Party in respect of any indemnity obligations owed by any
Obligor pursuant to the Transaction Documents shall be paid by the relevant
Obligor to the ECA Agent.  13.2.2Any and all
monies received by the ECA Agent (whether as a result of the provisions of
clause 13.2.1 or otherwise) or (as the case may be) the Security Trustee from
any Obligor in respect of any indemnity obligations of that Obligor prior to
the occurrence of a Lease Termination Event which is continuing shall be paid
by the ECA Agent or (as the case may be) the Security Trustee, as soon as
reasonably practicable following receipt thereof, to the relevant ECA Finance
Party in respect of whom the indemnity claim was made up to the total amount
owing to that ECA Finance Party in respect of that indemnity claim.  13.3Application of insurance
proceeds (other than in respect of a Total Loss of an Aircraft)  13.3.1At any time
when no Lease Termination Event has occurred and is continuing, any insurance
proceeds in respect of any loss of or damage to an Aircraft not amounting to a
Total Loss of that Aircraft or any of its Engines which are received by any
party to this Agreement, other than any such proceeds which are received by a
Lessee pursuant to and as permitted by paragraph 10(i) of Schedule 7,
together with such amount of interest as may have accrued thereon whilst held
by that party, shall be paid to either:  (a)the repairers against presentation of their
invoices; or  (b)the relevant Lessee against presentation of receipts
or other evidence of the repairers evidencing the payment in full of the
repairers invoices,  and,
pending that payment, such insurance proceeds (together with accrued interest
thereon) shall be held by that party (if not the Security Trustee) on trust for
and to the order of the Security Trustee (as trustee for the Secured Parties
pursuant to the terms hereof).  13.3.2At any time
when no Lease Termination Event has occurred and is continuing, any insurance
proceeds in respect of a Total Loss of an Engine not amounting to a Total Loss
of an Aircraft (including where the Engine has been detached from the relevant
Airframe and is installed on another airframe), other than any such proceeds
which are received by a Lessee pursuant to and as permitted by paragraph 10(i) of
Schedule 7, which are received by any party to this Agreement, together
with that amount of interest as may have accrued thereon whilst held by that
party, shall be paid to either:  (a)the vendor of a replacement Engine; or  47


(b)the relevant Lessee against presentation of receipts
or other evidence of the vendor evidencing the payment in full of the purchase
price for the replacement Engine, provided that (and, in the case of (b) above,
as a condition to payment to the relevant Lessee):  (i)title to that replacement Engine shall vest with the
relevant Borrower free and clear of all Liens (other than Permitted Liens)
pursuant to a full warranty bill of sale in form and substance reasonably
satisfactory to the Security Trustee; and  (ii)all steps as the Security Trustee may reasonably
require are taken to render that replacement Engine subject to this Agreement,
the Loan Agreements, the Security Documents and the other applicable
Transaction Documents so that the rights of the ECA Finance Parties and the
relevant Borrower in respect of the replacement Engine are the same as they
were in respect of the Engine that suffered a Total Loss save that they are in
respect of the replacement Engine.  Pending
that payment, such insurance proceeds (together with accrued interest thereon)
shall be held by that party (if not the Security Trustee) on trust for and to
the order of the Security Trustee (as trustee for the Secured Parties pursuant
to the terms hereof).  13.3.3Notwithstanding
the provisions of clauses 13.3.1 or 13.3.2, if and to the extent that AVN67B
(or any replacement or equivalent thereof) shall be in effect in relation to
the Insurances, and if any provision of clause 13.3.1 or clause 13.3.2 shall
conflict with AVN67B (or any replacement or equivalent thereof), the terms of
AVN67B (or any replacement or equivalent thereof) shall apply.  13.3.4Notwithstanding
any provision of this clause 13 to the contrary, any monies paid under
liability insurances shall be paid to the person, firm or company by whom the
liability (or alleged liability) covered by such insurances was incurred, or,
if the liability (or alleged liability) has previously been discharged or
indemnified, such monies shall be paid to the person who has discharged or
indemnified that liability (or alleged liability) in reimbursement of the
monies so expended by it in satisfaction of that liability (or alleged
liability) or indemnity.  13.4Application of Total Loss
Proceeds  13.4.1Subject to
clause 10.7, if any Total Loss Proceeds in respect of a Total Loss of an
Aircraft are received by the Security Trustee at a time when no Lease Termination
Event has occurred and is continuing, an amount of those Total Loss Proceeds
equal to the Required Insurance Value, together with such amount of interest as
may have accrued thereon whilst held in the relevant Proceeds Account, shall be
applied as soon as reasonably practicable following that receipt in the
following order:  (a)first, in reimbursement of the ECA Finance Parties
and/or COFACE of any and all Qualifying Expenses due and payable to any of the
ECA Finance Parties and/or COFACE pursuant to any of the Transaction Documents;  (b)secondly, in payment on a pro rataand
pari passubasis of an amount of up to
the total amount of interest then due in respect of the ECA Loan for that
Aircraft  48


to
be applied to the ECA Agent in the proportions specified in the ECA Loan
Agreement for that Aircraft for application by the ECA Agent in or towards
payment of interest outstanding to the relevant ECA Lenders under that ECA Loan
Agreement;  (c)thirdly, in payment on a pro rataand
pari passubasis of an amount of up to
the total amount of principal then outstanding in respect of the ECA Loan for
that Aircraft to be applied to the ECA Agent in the proportions specified in
the ECA Loan Agreement for that Aircraft for application by the ECA Agent in or
towards payment of principal outstanding to the relevant ECA Lenders under that
ECA Loan Agreement;  (d)fourthly, in payment to each ECA Finance Party
and/or COFACE on a pro rata and pari passu basis of all other amounts owing to that ECA
Finance Party and/or COFACE under this Agreement, the ECA Loan Agreement for
that Aircraft and any other Transaction Document which remain unpaid (which
shall include, for the avoidance of doubt, any Expenses other than Qualifying
Expenses which are owing at that time and any amounts due and payable under
clause 9.2.1 or clause 9.2.2 of that ECA Loan Agreement), in each case, to the
extent relating to the ECA Loan for that Aircraft;  (e)fifthly, in payment to the Borrower for that
Aircraft of all amounts owing by the relevant Lessee and/or AerVenture to that
Borrower under this Agreement or any other Transaction Document which remain
unpaid, to the extent relating to that Aircraft;  (f)finally, any balance shall be paid as directed by
the relevant Lessee.  13.4.2If the amount
of Total Loss Proceeds to be applied in or towards payment of sums due pursuant
to any of sub-clauses 13.4.1(a) to 13.4.1(d) is insufficient to pay
in full all sums referred to in the relevant sub-clause, the amount so
available shall be paid to each party entitled to receive such sums pursuant to
that sub-clause on a pari passu and pro tanto basis to its respective interest in the total
amount due and payable pursuant to that sub-clause.  13.4.3If any Total
Loss Proceeds are received after the occurrence of a Lease Termination Event
which is continuing, an amount of those Total Loss Proceeds equal to the
Required Insurance Value, together with such amount of interest as may have
accrued thereon whilst held in the relevant Proceeds Account, shall be applied
in accordance with clause 13.7.1.  13.4.4To the extent
that the Total Loss Proceeds for an Aircraft which are received by the Security
Trustee exceed the Required Insurance Value, the amount of the excess shall be
paid as soon as reasonably practicable following receipt to the Lessee of that
Aircraft or as it may direct, notwithstanding any provision hereof to the
contrary.  13.5Application of Requisition
Proceeds  13.5.1If any
Requisition Proceeds (other than Total Loss Proceeds) or similar proceeds are
received by the Security Trustee, such Requisition Proceeds, together with such
amount of interest as may have accrued thereon whilst held in the relevant
Proceeds Account,  49


shall
as soon as reasonably practicable be paid by the Security Trustee to the
relevant Lessee (or as it may direct) unless a Lease Termination Event has
occurred and is continuing in which case they shall be applied in accordance
with clause 13.7 and subject always to the rights of any Sub-Lessee under any
Assignment of Insurances and/or Sub-Lease.  13.6Application of
Proceeds received as a result of a prepayment made pursuant to clauses 4.4, 4.6
or 10.3 of any ECA Loan Agreement  13.6.1If any Proceeds
are received by the Security Trustee as a result of a prepayment made pursuant
to clauses 4.4, 4.6 or 10.3 of any ECA Loan Agreement (in this clause 13.6, ECA Prepayment Proceeds) prior to the occurrence of a Lease
Termination Event which is continuing, such ECA Prepayment Proceeds, together
with such amount of interest as may have accrued thereon whilst held in the
relevant Proceeds Account, shall be applied as soon as reasonably practicable
following that receipt in the following order:  (a)first, in reimbursement of the ECA Finance Parties
and/or COFACE of any and all Qualifying Expenses due and payable to any of the
ECA Finance Parties and/or COFACE pursuant to any of the Transaction Documents
for the Aircraft to which that ECA Loan relates;  (b)secondly, in payment of an amount of up to the total
amount of interest in respect of the ECA Loan which is being prepaid to the
relevant ECA Lenders in the proportion specified in the ECA Loan Agreement for
that ECA Loan for application by the ECA Agent in or towards payment of
interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement;  (c)thirdly, in payment of an amount of up to the total
amount of principal outstanding in respect of the ECA Loan which is being
prepaid to the relevant ECA Lenders in the proportions specified in the ECA
Loan Agreement for that ECA Loan for application by the ECA Agent in or towards
payment of principal outstanding to the relevant ECA Lenders under that ECA
Loan Agreement;  (d)fourthly, in or towards payment to the ECA Agent
(for the account of the relevant ECA Lenders or COFACE) and to the ECA Agent
for its own account, pro rata, of
any Break Costs to the extent covered by COFACE;  (e)fifthly, in payment to the ECA Finance Parties and/or
COFACE on a pro rata and pari passu
basis of all amounts owing to the ECA Finance Parties and/or COFACE under this
Agreement, that ECA Loan Agreement or any other Transaction Document which
remain unpaid (which shall include, for the avoidance of doubt, any Expenses
other than Qualifying Expenses which are owing at that time and any amounts due
and payable under clause 9.2.1 or clause 9.2.2 of that ECA Loan Agreement), in
each case, to the extent relating to that ECA Loan;  (f)sixthly, in payment to the Borrower under that ECA
Loan Agreement of all amounts owing by the relevant Lessee and/or AerVenture to
that Borrower under this Agreement or any other Transaction Document which
remain unpaid, to the extent relating to that ECA Loan;  50


(g)finally, any balance shall be paid as directed by
the relevant Lessee.  13.6.2If the amount
of any ECA Prepayment Proceeds to be applied in or towards payment of sums due
pursuant to any of sub-clauses 13.6.1(a) to 13.6.1(e), as the case may be,
is insufficient to pay in full all sums referred to in the relevant sub-clause,
the amount so available shall be paid to each party entitled to receive such
sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total
amount due and payable pursuant to that sub-clause.  13.6.3If any ECA
Prepayment Proceeds are received after the occurrence of a Lease Termination
Event which is continuing, such ECA Prepayment Proceeds together with such
amount of interest as may have accrued thereon whilst held in the relevant
Proceeds Account, shall be applied in accordance with clause 13.7.1.  13.7Application of Proceeds
following a Lease Termination Event  13.7.1Subject to
clause 13.4.4, any Proceeds in respect of an Aircraft or otherwise in relation
to the ECA Loan for that Aircraft which are held in a Proceeds Account or
received by the Security Trustee at any time when a Lease Termination Event has
occurred and is continuing (and any other amounts which are, pursuant to this
clause 13, to be applied in accordance with this clause 13.7.1), together with
such amount of interest as may have accrued thereon whilst held in the relevant
Proceeds Account, shall be applied by the Security Trustee as soon as
reasonably practicable following receipt by the Security Trustee as follows:  (a)first, in or towards reimbursing each of the ECA
Representatives and/or any Receiver for any and all Qualifying Expenses due and
payable pursuant to any of the Transaction Documents and in or towards payment
of any debts or claims which are by Applicable Law payable in preference to the
amounts due to the ECA Representatives and/or the ECA Lenders (but only to the
extent such debts or claims have such preference);  (b)secondly, in payment on a pro rataand
pari passubasis of an amount of up to
the total interest outstanding in respect of the ECA Loan for that Aircraft to
the ECA Agent to be applied by the ECA Agent in or towards the payment of
interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement
in the proportions specified in that ECA Loan Agreement;  (c)thirdly, in payment on a pro rataand
pari passubasis of an amount of up to
the total principal outstanding in respect of the ECA Loan for that Aircraft to
the ECA Agent to be applied by the ECA Agent in or towards the payment of
principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement
in the proportions specified in that ECA Loan Agreement;  (d)fourthly, in or towards payment to the ECA Agent
(for the account of the relevant ECA Lenders or COFACE) and to each relevant
ECA Agent for its own account, pro rata,
of any Break Costs to the extent covered by COFACE;  (e)fifthly, to the persons, in the order and in respect
of the matters referred to in paragraphs (a) to (d) inclusive above,
in relation to each of the ECA Loans for the Aircraft other than that Aircraft;  51


(f)sixthly, to the relevant ECA Finance Party and/or
COFACE on a pro rata and pari passu
basis in respect of all other amounts owing to that ECA Finance Party and/or
COFACE under this Agreement or any other Transaction Document which remain
unpaid (which shall include, for the avoidance of doubt, any Expenses other
than Qualifying Expenses which are owing at that time and any amounts due and
payable under clause 9.2.1 or clause 9.2.2 of any ECA Loan Agreement for an
Aircraft), in each case, to the extent relating to the Aircraft;  (g)seventhly, to the extent that, at such time, an
AerCap Termination Event has occurred, in or towards payment to the AerCap
Security Trustee of amounts due but unpaid under the relevant AerCap Facility
for application in accordance with the terms of the A320 AerCap Facility
Agreement, or, as the case may be, the A330 AerCap Facility Agreement;  (h)eighthly, in or towards payment to the applicable
security trustee or security agent of amounts due but unpaid under any loan or
other agreements supported by the Export Credit Agencies in respect of Other
ECA Indebtedness (other than the AerCap Facility Agreements) for application in
accordance with the terms of the relevant documentation in respect of Other ECA
Indebtedness (other than the AerCap Facilities) and in such order or proportions
as are applicable under the relevant documents or as directed by the Export
Credit Agencies, as applicable;  (i)ninthly, in payment to each Borrower which is the
owner of an Aircraft of all amounts owing by any Lessee and/or AerVenture to
that Borrower under this Agreement or any other Transaction Document which
remain unpaid, to the extent relating to an Aircraft; and  (j)finally, once all the amounts referred to in
paragraphs (a) to (i) inclusive above have been satisfied and
discharged in full and the Secured Loan Obligations have been satisfied and
discharged in full, any balance shall be paid as directed by the relevant
Lessee.  If
the amount of any Proceeds to be applied in or towards payment of sums due
pursuant to any of paragraphs (a) to (i) inclusive above is
insufficient to pay in full all sums referred to in the relevant sub-clause,
the amount so available shall be paid to each party entitled to receive such
sums pursuant to that sub-clause on a pari passu and pro tanto basis to its
respective interest in the total amount due and payable pursuant to that
sub-clause.  13.8Application of Proceeds
received pursuant to the Guarantees  13.8.1If any Proceeds
are received by the Security Trustee pursuant to a Guarantee as a result of any
demand or notice given by the Security Trustee under that Guarantee at the
request of the ECA Agent in accordance with clause 11.7.1 (in this clause 13.8,
Guarantee Proceeds) and clause 11.7.2
applies, such Guarantee Proceeds, together with such amount of interest as may
have accrued thereon whilst held in the relevant Proceeds Account, shall be
applied as soon as reasonably practicable following  that receipt in the following order:  (a)first, in or towards reimbursing each of the ECA
Representatives and/or any Receiver for any and all Qualifying Expenses due and
payable pursuant to any of  52


the
Transaction Documents and in or towards payment of any debts or claims which
are by Applicable Law payable in preference to the amounts due to the ECA
Representatives and/or the ECA Lenders (but only to the extent such debts or
claims have such preference);  (b)secondly, in payment of an amount of up to the total
amount of interest outstanding in respect of the ECA Loans to the ECA Agent for
application by the ECA Agent in or towards payment of interest outstanding to
the relevant ECA Lenders under the ECA Loan Agreements in the respective
proportions specified in the ECA Loan Agreement;  (c)thirdly, in payment of an amount of up to the total
amount of principal outstanding in respect of the ECA Loans to the ECA Agent
for application by the ECA Agent in or towards payment of principal outstanding
to the relevant ECA Lenders under the ECA Loan Agreements in the respective proportions
specified in the ECA Loan Agreements;  (d)fourthly, in or towards payment to the ECA Agent
(for the account of the relevant ECA Lenders or COFACE) and to each relevant
ECA Agent for its own account, pro rata,
of any Break Costs to the extent covered by COFACE;  (e)fifthly, in payment to the ECA Finance Parties
and/or COFACE on a pro rata and pari passu basis of all amounts owing to the ECA Finance
Parties and/or the COFACE under this Agreement, the ECA Loan Agreements or any
other Transaction Document which remain unpaid (which shall include, for the
avoidance of doubt, any Expenses other than Qualifying Expenses which are owing
at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2
of that ECA Loan Agreement);  (f)sixthly, to the extent that, at such time, an AerCap
Termination Event has occurred, in or towards payment to the relevant AerCap
Security Trustee of amounts due but unpaid under the relevant AerCap Facility
for application in accordance with the terms of the A320 AerCap Facility
Agreement, or, as the case may be, the A330 AerCap Facility Agreement;  (g)seventhly, in or towards payment to the applicable
security trustee or security agent of amounts due but unpaid under any loan or
other agreements supported by the Export Credit Agencies in respect of Other
ECA Indebtedness (other than the AerCap Facilities) for application in
accordance with the terms of the said loan or other agreements and in such
order or proportions as are applicable under the relevant documents or as
directed by the Export Credit Agencies, as applicable;  (h)eighthly, in payment to each Borrower under the ECA
Loan Agreements of all amounts owing by any Lessee and/or AerVenture to that
Borrower under this Agreement or any other Transaction Document which remain
unpaid; and  (i)finally, any balance shall be paid as directed by
the relevant Lessee.  13.8.2If the amount
of any Guarantee Proceeds to be applied in or towards payment of sums due
pursuant to any of sub-clauses 13.8.1(a) to 13.8.1(f) is insufficient
to pay in full all  53


sums
referred to in the relevant sub-clause, the amount so available shall be paid
to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis
to its respective interest in the total amount due and payable pursuant to that
sub-clause.  13.9Application by ECA Agent  13.9.1Any application
by the ECA Agent of funds received from the Security Trustee by way of
distribution from a Proceeds Account pursuant to any provision of this clause
13 shall be effected in accordance with the terms agreed between the ECA Agent,
the relevant ECA Lenders and COFACE, and the ECA Agent shall inform each other
party hereto, upon that partys request, of the effect of that application on
the remaining principal and interest due on the relevant national portion of
the relevant ECA Loan.  13.9.2If any Proceeds
in one currency (as applicable, the Recovered Currency)
are required to be exchanged into another currency (as applicable, the Required Currency) in order that such Proceeds can be
applied in accordance with the order of application of proceeds set out in this
clause 13, then the Security Trustee shall sell the relevant amount in the
Recovered Currency and purchase an equivalent amount in the Required Currency
at the spot rate of exchange available to the Security Trustee (in the ordinary
course of business) on the date of receipt or, if it is not practicable to
effect that purchase on that date, the immediately following day on which banks
are generally open for the transaction of that foreign exchange business in the
jurisdiction through which the Security Trustee is acting for the purposes of
this Agreement. The new amount of the Required Currency so purchased (after the
deduction by the Security Trustee of any reasonable costs of exchange incurred
by it in connection with that purchase) shall be applied in accordance with
this clause 13.  13.9.3Following the
occurrence of a Lease Termination Event and for as long thereafter as the same
is continuing, the Security Trustee shall be entitled, at the discretion of the
ECA Agent (acting on the instructions of all of the ECA Lenders), to retain any
Proceeds received or recovered in a Proceeds Account until all of the ECA
Lenders shall direct all or part of such Proceeds to be applied in accordance
with clause 13.7.  13.10Identity of ECA Finance Parties  In
considering at any time (and from time to time) the persons entitled to the
benefit of any or all of the Proceeds or the Trust Property, each
Representative may:  13.10.1(without
prejudice to clause 18.4) rely and act in reliance upon any Transfer
Certificate or notice of assignment unless and until the same is superseded by
a further Transfer Certificate or notice so that no Representative shall have
any liability or responsibility to any party as a consequence of placing
reliance on and acting in reliance upon any Transfer Certificate or notice of
assignment (including if any notice of assignment or Transfer Certificate was
not, or proves not to have been, authentic or duly authorised); and  13.10.2(without
prejudice to clause 18.4) to the extent that any such information is not
inconsistent with information on which any Representative is entitled to rely
under this clause 13, rely and act in reliance upon any information provided to
any Representative by any party to the Transaction Documents so that no
Representative shall have any  54


liability
or responsibility to any party as a consequence of placing reliance on and
acting in reliance upon any such information unless the relevant Representative
has actual knowledge that that information is inaccurate or incorrect (for
which purpose no Representative shall be treated as having actual knowledge of
any matter of which the corporate finance, corporate lending, loan
administration or any other department or division outside the Transportation
Group/Middle Office of that Representative (or equivalent department of the
person for the time being acting as that Representative) may become aware in
the context of corporate finance, advisory, lending or loan administration
activities from time to time undertaken by that Representative for any Obligor
or any other person).  13.11Information to Security Trustee  Each
of the ECA Finance Parties (whether directly or through its relevant Agent)
shall provide the Security Trustee and each other Representative with such
written information as the Security Trustee or such other Representative may
reasonably require for the purpose of carrying out its duties and obligations
under this Agreement and/or the Trust Documents and, in particular, with such
directions in writing as may reasonably be required so as to enable the
Security Trustee and each other Representative to apply the proceeds of
realisation of the Trust Documents and the Trust Property, in each case, as
contemplated by this clause 13.  13.12Recoveries by Lenders  13.12.1General  If:  (a)an ECA Lender receives or recovers any amount in
respect of sums due from a Borrower under any Loan Agreement (whether by
set-off or otherwise) which is greater than the amount it should have received
in accordance with the terms of that Loan Agreement on or before the date of
that receipt or recovery; or  (b)an ECA Lender receives or recovers any amount in
respect of sums due from a Borrower under any Loan Agreement (whether by
set-off or otherwise) at any time after such Lender has notified the ECA Agent
that it has not received all amounts then due to have been paid to it for the
account of the relevant ECA Lenders in its National Syndicate,  that
ECA Lender shall as soon as reasonably practicable notify the ECA Agent of the
amount and the manner of its receipt or recovery.  13.12.2Redistribution
of receipts  Following:  (a)receipt of notice from an ECA Lender under clause
13.12.1; or  (b)the ECA Agent notifying the ECA Lenders that not all
ECA Lenders have received all sums then due to have been received by them pursuant
to the Loan Agreements,  55


the
ECA Agent shall, as soon as practicable, having regard to the circumstances,
consult with the Lenders to establish the aggregate amount of sums received or
recovered by the Lenders participating in the relevant Loans and what payments
are necessary amongst the Lenders for (in the first instance) that aggregate
amount to be divided amongst the Lenders in proportion to their respective
Contributions in order to, and in such manner as will, accord with the
application provisions and order of priority of payment set out in the
foregoing provisions of this clause 13.  13.12.3Payments by
Lenders  The
Lenders shall as soon as reasonably practicable make such payments to each other,
through the ECA Agent, as the ECA Agent shall direct to effect the
proportionate divisions referred to in clause 13.12.2.  13.12.4Deemed
payments by relevant Obligor  If
a Lender makes a payment or payments pursuant to clause 13.12.3, any payment previously
received by that Lender as described in clause 13.12.1 shall, subject to clause
13.12.6, be deemed to have been made by the relevant Obligor on the
understanding that it was received by that Lender as agent for the Lenders and
that the payments described in clause 13.12.5 would be made and the liabilities
of the relevant Obligor to each of the Lenders shall accordingly be determined
on the basis that such payment or payments pursuant to clause 13.12.5 would be
made.  13.12.5No
discharge of indebtedness  If
a Lender makes a payment or payments pursuant to clause 13.12.3, clause 13.12.4
shall not apply if the relevant indebtedness of the relevant Obligor to that
Lender has been extinguished, discharged or satisfied by the amount received or
recovered (for example, because of set-off). In this event, for the purpose
only of determining the liabilities of the relevant Obligor to the Lenders
(other than the relevant Lender making the said payment or payments) and the
liabilities of the Lenders to each other, the said payment or payments by the
relevant Lender shall be deemed to have been made on behalf of the relevant
Obligor in respect of its obligations under the relevant Loan Agreement.  13.12.6Adjustment
upon rebate  The
parties shall make such payments and take such steps as may be just and
equitable to re-adjust the position of the parties if a Lender, having followed
the procedures required above, is obliged to return any sum (referred to in
clause 13.12.1) to the relevant Obligor or any person claiming by or through
the relevant Obligor.  13.12.7Consents
for payments  Each
ECA Finance Party agrees to take all steps required of it pursuant to clause
13.12.1 to use all reasonable endeavours to obtain any consents or
authorisations which may at any relevant time be required for any payment by it
pursuant to clause 13.12.3.  56


13.12.8No charge
created  The
provisions contained in this clause 13.12 shall not and shall not be construed
so as to constitute a charge by any Lender over all or any part of a sum
received or recovered by it in the circumstances mentioned in this clause
13.12.  13.13Aircraft  The
foregoing provisions of this clause 13 apply to Aircraft which, at the relevant
time, are subject to the security constituted by the Security Documents.  14Fees, Expenses
and indemnities  14.1Indemnification from Trust
Property - Security Trustee  Without
prejudice to any right to indemnity arising under Applicable Law, clause 14.2
or any other provision of the Transaction Documents, the Security Trustee and
every agent or other person appointed by it in connection with its appointment
under this Agreement shall be entitled to be indemnified out of the proceeds of
enforcement of the Trust Documents in respect of all Expenses, Losses and
Taxes, in respect of which the Security Trustee is entitled to be indemnified
by any Obligor pursuant to any other provision of this Agreement or any other
Transaction Document but which is not received by the Security Trustee when
due, provided always that the foregoing provisions of this clause 14.1 shall be
in all respects subject to clause 13.  14.2Indemnification of Expenses
- ECA Finance Parties and COFACE  14.2.1Each Borrower
shall pay to the relevant Agent for the account of the relevant ECA Finance
Party (which, in the case of the Security Trustee, shall for the purposes of
this clause 14.2 include each agent or other person appointed by it in
connection with its appointment under this Agreement) or COFACE (as applicable),
within ten (10) days of demand (which demand shall be accompanied by
reasonable evidence of the amount demanded), whether or not any ECA Utilisation
Documentation is entered into and/or any amount is disbursed under the Loan
Agreements, all Expenses incurred by the ECA Finance Parties and COFACE (or any
of them).  14.2.2Each Lender
(other than, to the extent relevant, COFACE) shall reimburse the Security
Trustee, rateably in accordance with its Liability, for any amount which is due
and payable to the Security Trustee (or, as the case may be, the relevant agent
or other person appointed by it in connection with its appointment under this
Agreement) pursuant to clause 14.2.1 but is not received by the Security
Trustee.  14.2.3Each ECA Lender
(other than, to the extent relevant, COFACE) shall reimburse the ECA Agent,
rateably in accordance with its Liability, for any amount which is due and
payable to the ECA Agent pursuant to clause 14.2.1 but is not received by the
ECA Agent.  14.3Borrower fees  Each
Borrower shall:  14.3.1procure that
all fees payable to the relevant Manager from time to time are paid as soon as
reasonably practicable when due in accordance with the relevant Administration
Agreement; and  57


14.3.2pay or procure
that there are paid all other fees, costs and expenses in connection with the
incorporation, administration and management of that Borrower and its related
trust and/or other ownership arrangements including, without limitation, all
fees, costs and expenses in connection with the preparation and approval of
accounts for that Borrower by auditors approved by the Security Trustee and
AerVenture.  14.4Stamp and other duties  Subject
to clause 14.6 and to the proviso to this clause 14.4, each Borrower shall pay
any stamp, documentary, transaction, registration or other like duties or Taxes
(including any duties or Taxes payable by any ECA Finance Party, but excluding
Excluded Taxes) imposed on any Transaction Document for an Aircraft which is
owned by that Borrower and shall indemnify the ECA Finance Parties against any
liability arising by reason of any delay or omission by that Borrower to pay
such duties or Taxes (other than Excluded Taxes). Provided however that no Borrower
shall be liable to indemnify any ECA Finance Party under this clause 14.4 in
respect of any duties or Taxes which are imposed in a jurisdiction as a result
of that ECA Finance Party taking or sending the relevant Transaction Document
into that jurisdiction unless that ECA Finance Party was required to do so by
Applicable Law or in order to take enforcement action in that jurisdiction
following the occurrence of a Lease Termination Event which is then continuing.
The other parties hereto agree to co-operate in good faith with each other with
a view to avoiding or minimising liability for stamp, documentary, transaction,
registration or other like duties of Taxes which may be imposed in connection
with any Transaction Document in any jurisdiction.  14.5Recordation and registration
expenses  Subject
to clause 14.6, the Borrowers shall pay and indemnify the ECA Finance Parties
and the Lessees shall pay and indemnify the Borrowers against all fees, costs
and expenses associated with:  14.5.1the filing or
recording of this Agreement or any other Transaction Document for an Aircraft
which is leased to that Lessee or the relevant Borrowers ownership interest in
the State of Registration for that Aircraft, any State of Incorporation for a
person which is party to the ownership and/or leasing arrangements for that
Aircraft or the Habitual Base for that Aircraft including (but not limited to)
the provision of translations, registrations, notarisations or legalisations,
if required by Applicable Law; and  14.5.2the registration
of that Aircraft and integration of that Aircraft into that Lessees, any
Sub-Lessees and/or any Sub-Sub-Lessees fleet.  14.6Mortgage cost  No
Borrower shall be liable to pay and/or indemnify any ECA Finance Party and no
Lessee shall be liable to pay and/or indemnify any Borrower against any of the
Taxes, fees, costs and expenses referred to in clauses 14.4 and 14.5 to the
extent that, in relation to any individual Mortgage for an Aircraft, such
Taxes, fees, costs and expenses together exceed twenty thousand Dollars
($20,000) and, pursuant to paragraph 1(c) of Schedule 7, no Mortgage
for that Aircraft is required.  58


15ECA Agent  15.1Appointment of ECA Agent  Each
ECA Lender irrevocably appoints the ECA Agent as its agent for the purposes of
each ECA Loan and the Transaction Documents on the following terms and further
authorises the ECA Agent (whether or not by or through employees or agents) to
take such action on its behalf and to exercise such rights, remedies, powers
and discretions as are specifically delegated to the ECA Agent by this
Agreement and the other Transaction Documents, together with such powers and
discretions as are reasonably incidental thereto. The ECA Agent shall not,
however, have any duties, obligations or liabilities to the ECA Lenders beyond
those expressly stated in this Agreement and the other Transaction Documents.  15.2Rights of ECA Agent  With
respect to its own Contribution (if any) in any ECA Loan, the ECA Agent shall
have the same rights and powers under this Agreement and the other Transaction
Documents as any other ECA Lender and may exercise the same as though it were
not performing the duties and functions delegated to it (as agent) under this
Agreement or, as the case may be, the Transaction Documents, and the term ECA
Lender shall, unless the context otherwise indicates, include the ECA Agent.
Neither this Agreement nor any of the other Transaction Documents shall (nor
shall the same be construed so as to) constitute a partnership between the
parties or any of them or so as to establish a fiduciary relationship between
the ECA Agent (in any capacity) and any other person.  15.3No obligations to other
parties  The
ECA Agent shall not:  15.3.1be obliged to
make any enquiry as to any default by any Borrower, any Lessee, AerVenture or
any other person in the performance or observance of any of the provisions of
any of the Transaction Documents or as to the existence of a default, a
Relevant Event or a Termination Event unless the ECA Agent has actual knowledge
thereof, or has been notified in writing thereof by any ECA Lender, in which
case the ECA Agent shall as soon as reasonably practicable notify the ECA
Lenders of the relevant event or circumstances;  15.3.2be liable to
any ECA Lender for any action taken or omitted under or in connection with this
Agreement or any of the other Transaction Documents or any ECA Loan except in
the case of the gross negligence or wilful misconduct of the ECA Agent.  15.3.3for the
purposes of this clause 15, the ECA Agent shall not be treated as having actual
knowledge of any matter of which the corporate finance or leasing or any other
division outside the Transportation Group/Middle Office of the ECA Agent (or
equivalent department of the person for the time being acting as the ECA Agent)
may become aware in the context of corporate finance or advisory activities
from time to time undertaken by the ECA Agent for any Borrower, any Lessee,
AerVenture or any other person.  59


15.4Communications  The
ECA Agent shall as soon as reasonably practicable notify each ECA Lender of the
contents of each notice, certificate, document or other communication received
by it in its capacity as ECA Agent from any Obligor under or pursuant to any of
the Transaction Documents.  15.5Identity of ECA Lenders  The
ECA Agent may deem and treat (a) each relevant ECA Lender as the person
entitled to the benefit of the Contribution with respect to an ECA Loan of that
ECA Lender for all purposes of the Transaction Documents unless and until a
notice of assignment of that ECA Lenders Contribution (with respect to that
ECA Loan) or any part thereof, or a Transfer Certificate in respect thereof,
shall have been filed with the ECA Agent, and (b) the office set opposite
the name of each ECA Lender in Schedule 2 or, as the case may be, in any
relevant Transfer Certificate as that ECA Lenders facility office unless and
until a written notice of change of facility office shall have been received by
the ECA Agent and the ECA Agent may act upon any such notice unless and until
the same is superseded by a further such notice.  15.6No reliance on ECA Agent  Each
ECA Lender acknowledges that it has not relied on any statement, opinion,
forecast or other representation made by the ECA Agent to induce it to enter
into any of the Transaction Documents and that it has made and will continue to
make, without reliance on the ECA Agent and based on such documents as it
considers appropriate, its own appraisal of the creditworthiness of each
Obligor and each other party to the Transaction Documents and its own
independent investigation of the financial condition and affairs of each
Obligor and each other party to the Transaction Documents in connection with
the making and continuation of any ECA Loan. The ECA Agent shall not have any
duty or responsibility, either initially or on a continuing basis, to provide
the ECA Lenders with any credit or other information with respect to any
Obligor or any other party to the Transaction Documents whether coming into its
possession before the making of the relevant ECA Loan or at any time or times
thereafter, other than as provided in clauses 15.3.1 and 15.4. The ECA Agent
shall not have any duty or responsibility for the completeness or accuracy of
any information given by any Obligor or any other person in connection with or
pursuant to any of the Transaction Documents, whether the same is given to the
ECA Agent and passed on by it to the ECA Lenders or otherwise.  15.7No responsibility for other
parties  The
ECA Agent shall not have any responsibility to any ECA Lender:  15.7.1on account of
the failure of any Obligor, any other party to the Transaction Documents or any
other person to perform their obligations under any of the Transaction
Documents; or  15.7.2for the
financial condition of any Obligor, any other party to the Transaction
Documents, or any other person; or  60


15.7.3for the
completeness or accuracy of any statements, representations or warranties in
any of the Transaction Documents or any document delivered under this Agreement
or any of the other Transaction Documents; or  15.7.4for the
execution, effectiveness, adequacy, genuineness, validity, enforceability or
admissibility in evidence of this Agreement or any of the other Transaction
Documents, of any certificate, report or other document executed or delivered
under this Agreement or any of the Transaction Documents and/or of all or any
part of the ownership, leasing, security and/or financing structure
contemplated by the Transaction Documents (or any of them); or  15.7.5otherwise in
connection with any ECA Loan or the negotiation of this Agreement or any of the
other Transaction Documents; or  15.7.6for acting (or,
as the case may be, refraining from acting) in accordance with the instructions
of the Majority Lenders and/or in accordance with any provision of any
Transaction Document.  The
ECA Agent shall be entitled to rely on any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person and shall be entitled to rely as to legal or other
professional matters on opinions and statements of any legal or other
professional advisers selected or approved by it.  15.8No restriction on other
business  The
ECA Agent may, without any liability to account to any ECA Lender, accept
deposits from, lend money to, and generally engage in any kind of banking or
trust business with, any Obligor, any other party to the Transaction Documents,
any AerCap Group Company or any of their respective Subsidiaries or Affiliates
or any other ECA Finance Party as if it were not the ECA Agent.  15.9Retirement of ECA Agent  15.9.1The ECA Agent
may retire from its appointment as ECA Agent under this Agreement and the other
Transaction Documents having given to AerVenture and each ECA Lender not less
than thirty (30) days notice of its intention to do so, provided thatno such retirement shall take effect unless there has been
appointed by the Majority Lenders as a successor:  (a)an ECA Lender nominated by the Majority Lenders; or  (b)failing such a nomination, any reputable and
experienced bank or financial institution nominated by the retiring ECA Agent
after consultation with the Secured Parties,  and
that successor ECA Agent shall have accepted that appointment in writing.  15.9.2Upon any such
successor as aforesaid being appointed, the retiring ECA Agent shall be
discharged from any further obligation under this Agreement and the other
Transaction Documents and its successor and each of the other parties to this
Agreement and the other Transaction Documents shall have the same rights and
obligations among  61


themselves
as they would have had if that successor had been a party to this Agreement in
place of the retiring ECA Agent.  15.10Removal of ECA Agent  The
Majority Lenders may at any time require the ECA Agent to retire from its
appointment as ECA Agent under this Agreement and the other Transaction
Documents without giving any reason upon giving to the ECA Agent, each
Borrower, each Lessee and AerVenture not less than thirty (30) days prior
written notice to that effect. The ECA Agent agrees to co-operate in giving
effect to that resignation in accordance with any such notice duly received by
it and, in that connection, shall execute all such deeds and documents as the
Majority Lenders may reasonably require in order to provide for:  (a)that resignation;  (b)the appointment of a successor ECA Agent in
compliance with clause 15.9 but so that, for this purpose, the reference in
clause (b) to the retiring ECA Agent shall be deemed to be a reference to
the Majority Lenders; and  (c)the transfer of the rights and obligations of the
ECA Agent under this Agreement and the other Transaction Documents to that
successor,  in
each case in a legal, valid and binding manner. The retiring ECA Agent shall
not be responsible for any costs occasioned by that retirement (including in
relation to any such deeds or documents referred to in this clause 15.10).  15.11Service of notice on ECA Agent  Any
party to this Agreement may validly effect service of any notice required under
this Agreement or otherwise in respect of any ECA Loan on any ECA Lender by
delivering that notice to the ECA Agent for onward transmission to the relevant
ECA Lender.  15.12Information relating to notices  The
ECA Agent shall, as soon as reasonably practicable, notify each ECA Lender of
the contents of each notice, certificate, document or other communication
received by it from any other party under or pursuant to any Transaction Document.  16Appointment and
powers of the Security Trustee  16.1The trust  Each
of the Secured Parties irrevocably appoints the Security Trustee as its
security agent and trustee to hold the Trust Property for the purposes of this
Agreement and the other Transaction Documents on the terms set out in this
Agreement and in the other Trust Documents.  16.2Delegation of powers  By
virtue of the appointment set out in clause 16.1, each of the Secured Parties
hereby authorises the Security Trustee (whether or not by or through its
employees as agents) to take such action on its behalf and to exercise such
rights, remedies and powers as are  62


specifically
delegated to the Security Trustee by this Agreement and/or any of the other
Transaction Documents together with such powers and rights as are reasonably
incidental thereto.  16.3Obligations of Security
Trustee  The
Security Trustee shall have no duties, obligations or liabilities to any of the
parties by whom it has been appointed beyond those expressly stated in this
Agreement and/or the other Transaction Documents and specifically (but without
prejudice to the generality of the foregoing) the Security Trustee shall not be
obliged to take any action or exercise any rights, remedies or powers under or
pursuant to this Agreement or any of the other Transaction Documents beyond
those which it is specifically instructed in writing to take or exercise as
provided in clause 11 and then only to the extent stated in such specific
written instructions.  17Declaration of
trust; supplemental provisions  17.1Declaration of trust  The
Security Trustee hereby accepts its appointment under clause 16.1 as trustee in
relation to the Trust Property and the Transaction Documents with effect from
the date of this Agreement and irrevocably acknowledges and declares that from
that date it holds the same on trust for the Secured Parties and that it shall
apply, and deal with, the Trust Property (including without limitation any moneys
received by the Security Trustee under the Trust Documents) in accordance with
the provisions of this Agreement.  17.2Perpetuities  The
trusts constituted or evidenced by this Agreement shall remain in full force
and effect until whichever is the earlier of the expiration of a period of
eighty (80) years from the date of this Agreement and receipt by the Security
Trustee of written confirmation from the Agents and the Lessees that all the
obligations and liabilities for which such Trust Documents areconstitutedas security have been
discharged in full. The parties to this Agreement declare that the perpetuity
period applicable to this Agreement shall, for the purposes of the Perpetuities
and Accumulations Act 1964 be a period of eighty (80) years from the date of
this Agreement.  17.3Implicit powers  In
its capacity as trustee in relation to the Trust Documents, the Security
Trustee shall, without prejudice to any of the powers and immunities conferred
upon trustees by law (and to the extent not inconsistent with the provisions of
this Agreement or any of the other Trust Documents) have all the same powers as
a person acting as the beneficial owner of that property and/or as are
conferred upon the Security Trustee by this Agreement and/or any of the other
Trust Documents.  17.4Determination of issues  The
ECA Finance Parties agree that, in its capacity as trustee in relation to the
Trust Documents, the Security Trustee shall have full power to determine all
questions and doubts arising in relation to the interpretation or application
of any of the provisions of  63


this
Agreement or any of the other Trust Documents as it affects the Security
Trustee and every such determination (whether made upon a question actually
raised or implied in the acts or proceedings of the Security Trustee) shall be
conclusive and shall bind each of the ECA Finance Parties (save in the case of
manifest error or the wilful misconduct or gross negligence of the Security
Trustee).  17.5Use of agents  The
Security Trustee may, in the conduct of any trusts constituted by this
Agreement and in the conduct of its obligations under and in respect of the
Trust Documents or any of them (otherwise than in relation to its right to make
any declaration, determination or decision), instead of acting personally,
employ and pay any agent (whether being a lawyer, chartered accountant or any
other person) to transact or concur in transacting any business and to do or
concur in doing any acts required to be done by the Security Trustee (including
the receipt and payment of money). Any such agent shall be reputable and
experienced and, unless at the time of appointment a Lease Termination Event
shall have occurred and be continuing, not a competitor of AerCap Holdings as
an aircraft operating lessor and, if engaged in any profession or business,
such agent shall be entitled to be paid all usual professional and other
charges for business transacted and acts done by him or any partner or employee
of his in connection with such trusts. The Security Trustee shall not be bound
to supervise, or be responsible for any loss incurred by reason of any act or
omission of, any such agent if the Security Trustee shall have exercised
reasonable care in the selection of that agent.  17.6Effect of Agreement  It
is agreed between all parties to this Agreement that in relation to any
jurisdiction the courts of which would not recognise or give effect to the
trusts expressed to be constituted by this Agreement, the relationship of the
Secured Parties to the Security Trustee shall in the case of each of the trusts
constituted hereby be construed simply as one of principal and agent but, to
the fullest extent permissible under the laws of each and every such
jurisdiction, this Agreement shall have full force and effect as between the
parties.  18Restrictions
and limitations on and exclusions of the duties and responsibilities of the
Security Trustee  18.1No obligation to act  The
Security Trustee shall not be obliged:  18.1.1to request any
certificate or opinion under any Transaction Document unless so required in
writing by an Agent or, if the Secured Loan Obligations have been paid and
discharged in full, the relevant Lessee, in which case the Security Trustee
shall as soon as reasonably practicable make the appropriate request of the
relevant party; or  18.1.2to make any
enquiry as to any default by any party in the performance or observance of any
provision of any of the Trust Documents or as to whether any event or circumstance
has occurred as a result of which the security constituted by any of the Trust
Documents shall have or may become enforceable.  64


18.2No responsibility to provide
information  The
Security Trustee shall not have any duty or responsibility, either initially or
on a continuing basis:  18.2.1subject to
clause 18.7, to provide any of the Secured Parties with any information with
respect to any Borrower, any Lessee, AerVenture or any other person whenever
coming into its possession; or  18.2.2to investigate
or make any enquiry into the title of any party to the Trust Property or any
part thereof.  18.3No responsibility for other
parties  The
Security Trustee shall not have any responsibility to any of the Secured
Parties (a) on account of the failure of any party to perform any of its
or their obligations under any of the Transaction Documents, (b) for the
financial condition of any Obligor, the Manufacturer, the Engine Manufacturer,
any Sub-Lessee, any Sub-Sub-Lessee, any Insurer or any other person, (c) for
the completeness or accuracy of any statements, representations or warranties
in any of the Transaction Documents or any document delivered under any of the
Transaction Documents, (d) for the execution, effectiveness, adequacy,
genuineness, validity, enforceability or admissibility in evidence of this
Agreement or any of the other Transaction Documents, of any certificate, report
or other document executed or delivered under this Agreement or any of the
Transaction Documents and/or of all or any part of the ownership, leasing,
security and/or financing structure contemplated by the Transaction Documents
(or any of them), (e) to investigate or make any enquiry into the title of
any party to the Trust Property or any part thereof, (f) for the failure
to register any of the Transaction Documents on any register with any
Government Entity, (g) for the failure to take or require any Obligor, the
Manufacturer, the Engine Manufacturer, any Sub-Lessee, any Sub-Sub-Lessee, any
Insurer or any other person to take any steps to render any of the Trust
Property effective or to secure the creation of any ancillary charge under the
laws of the jurisdiction concerned, or (h) otherwise in connection with
the Transaction Documents or their negotiation or for acting (or, as the case
may be, refraining from acting) in accordance with the directions of any of the
Secured Parties given pursuant to clause 11 or in reliance upon information
provided by any of the Secured Parties pursuant to clause 11 or otherwise other
than to the extent of its own wilful misconduct or gross negligence.  18.4Reliance on communications  The
Security Trustee shall be entitled to rely on any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person and shall be entitled to rely as to legal or other
professional matters on opinions and statements of any legal or other
professional advisers selected or approved by it.  18.5Safekeeping 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  65


Documents
or any of them in any safe deposit, safe or receptacle selected by the Security
Trustee or with any solicitor or firm of solicitors and may make any such
arrangements as it thinks fit for allowing each Secured Party access to, or its
solicitors or auditors possession of, such documents when necessary or
convenient, and the Security Trustee shall not be responsible for any Loss
incurred in connection with any such deposit, access or possession.  18.6No obligation to act in
breach of Applicable Law  The
Security Trustee may refrain from doing anything which would, or might in its
opinion, be contrary to any Applicable Law or which would or might render it
liable to any person and may do anything which is, in its opinion, necessary to
comply with any such law, directive, regulation or regulatory requirement.  18.7Communications  The
Security Trustee shall, as soon as practicable, notify the ECA Agent of the
contents of any communication received by it from any Obligor, any Sub-Lessee
or any Sub-Sub-Lessee pursuant to any Transaction Document.  19No restriction
on or liability to account for other transactions  19.1No restriction on other
business  The
Security Trustee may, without any liability to account to any of the ECA
Finance Parties or any Lessee, accept deposits from, lend money to, and
generally engage in any kind of trust or banking business with, or be the owner
or holder of any shares or other securities of, any Obligor, any Sub-Lessee,
any Sub-Sub-Lessee or any AerCap Group Company or any Subsidiary or Affiliate
of any Obligor, any Sub-Lessee, any Sub-Sub-Lessee or any AerCap Group Company
or any of the ECA Finance Parties or any other person as if it were not the
Security Trustee.  19.2Rights of Security Trustee  With
respect to its own participation in the Transaction Documents, the Security
Trustee shall have the same rights and powers thereunder and under the Trust
Documents as any other Lender and may exercise the same as though it were not
performing the duties and functions delegated to it under this Agreement.  20Common Agent
and Security Trustee  Notwithstanding
that the ECA Agent and the Security Trustee, may from time to time be the same
entity, the ECA Agent and the Security Trustee have entered into this Agreement
in their separate capacities as agent for the ECA Lenders and as security agent
and trustee for the Secured Parties, provides for the ECA Agent or the Security
Trustee, to communicate with or provide instructions to each other while the
ECA Agent and the Security Trustee, are the same entity, it will not be
necessary for there to be any such formal communication or instructions
notwithstanding that this Agreement provides in certain cases for the same to
be in writing.  66


21Change of
Security Trustee  21.1Retirement of Security
Trustee  The
Security Trustee may retire from its appointment as Security Trustee under this
Agreement and the other Transaction Documents without giving any reason having
given to the ECA Finance Parties, each Borrower, each Lessee and AerVenture not
less than thirty (30) days notice of its intention to do so, provided that no
such retirement shall take effect unless there has been appointed as a
successor security agent and trustee by instrument in writing signed by the
Security Trustee and accepted in writing by the successor:  21.1.1a bank or
financial institution nominated by the Majority Lenders; or  21.1.2failing such a
nomination, any bank or financial institution nominated by the Security Trustee
after consultation with the Secured Parties,  21.1.3and, in either
case, that successor security trustee shall have duly accepted that appointment
by delivering to each Agent written confirmation (in a form acceptable to each
Agent) of that acceptance agreeing to be bound by this Agreement in the
capacity of Security Trustee as if it had been an original party to this
Agreement and the other Transaction Documents.  21.2Removal of Security Trustee  The
Majority Lenders (or, if the Secured Loan Obligations have been paid and
discharged in full, the Lessees) may at any time require the Security Trustee
to retire from its appointment as Security Trustee with respect to the Trust
Property under this Agreement and the other Transaction Documents without
giving any reason upon giving to the Security Trustee, each Borrower, each
Lessee and AerVenture not less than thirty (30) days prior written notice to
that effect. The Security Trustee agrees to co-operate in giving effect to that
retirement in accordance with any such notice duly received by it and, in that
connection, shall execute all such deeds and documents as either Agent may
reasonably require in order to provide for:  (a)that resignation;  (b)the appointment of a successor security agent and
trustee in compliance with clause 21.1 but so that, for this purpose, the
reference in clause 21.1.2 to the Security Trustee shall be deemed to be a
reference to the Majority Lenders; and  (c)the transfer of the rights and obligations of the
Security Trustee under this Agreement to that successor,  in
each case, in a legal, valid and binding manner. The retiring Security Trustee
shall not be responsible for any costs occasioned by that retirement (including
in relation to any such deeds or documents referred to in this clause 21.2).  21.3Discharge of retiring
Security Trustee  Upon
any successor to the Security Trustee being appointed pursuant to clause 21.1
or 21.2, the retiring Security Trustee shall be discharged from any further
obligation under  67


this
Agreement and the other Trust Documents with respect to the Trust Property and
its successor and each of the other parties to this Agreement shall have the
same rights and obligations among themselves as they would have had if that
successor had been a party to this Agreement and the other Trust Documents in
place of the retiring Security Trustee. If the Security Trustee should retire
pursuant to clause 21.1 or be removed pursuant to clause 21.2, the ECA Finance
Parties and the Lessees agree to consult in good faith in selecting and
appointing a new Security Trustee.  21.4Retirement after discharge
of Secured Loan Obligations  Notwithstanding
clauses 21.1 and 21.2, the Security Trustee shall be entitled to retire from
its appointment as Security Trustee under this Agreement upon giving five (5) days
written notice to AerVenture at any time when the Secured Loan Obligations have
been fully repaid and discharged. A Lessee selected by AerVenture shall, at its
own cost, at that time assume the role of Security Trustee under this Agreement
and the other Trust Documents.  21.5Cost of change in Security
Trustee  In
relation to any change of Security Trustee, other than a change at the request
or direction of COFACE, the costs and expenses thereby incurred by each of the
other parties hereto shall be for the account of the retiring Security Trustee
and the incoming Security Trustee (as they may agree between themselves), in
the case of a resignation, or the Lenders (as they may agree between
themselves), in the case of a removal. If that change is at the request or
direction of COFACE, the costs and expenses thereby incurred by each of the
other parties hereto shall be for the account of the Borrowers.  22Limited
recourse obligations of Borrowers  22.1  22.1.1Subject to
clause 22.2 but otherwise notwithstanding the provisions of this Agreement or
any of the other Transaction Documents to the contrary, all amounts payable or
expressed to be payable by any Borrower for, in respect of or in connection
with its obligations, covenants, representations, warranties, indemnities or
other contractual assurances which are owed to the Security Trustee, the
Agents, the Lenders, AerVenture, any other AerCap Obligor or any other person
under, pursuant to or in connection with this Agreement and the other
Transaction Documents, together with any liability of any Borrower for any
breach by that Borrower of its obligations, covenants, representations,
warranties, indemnities or other contractual assurances which are owed to the
Security Trustee, the Agents, the Lenders, AerVenture, any other AerCap Obligor
or any other person under, pursuant to or in connection with this Agreement and
the other Transaction Documents, shall be limited to and only be made or
payable from:  22.1.2the recovery
from that Borrower of all sums that are paid to or recovered by that Borrower
(or any person lawfully claiming through or on behalf of that Borrower to the
extent that that Borrower recovers the same from that person) pursuant to any
provision of any Transaction Document, any Sub-Lease, any Sub-Lessee Security
or any Sub-Sub-Lease or any sale or disposal of the relevant Aircraft or any
part thereof or as a result of the enforcement of the Security Documents and/or
in respect of Proceeds  68


and/or
in respect of any proceeds from Insurances (other than third party liability
insurance proceeds); and  22.1.3the realisation
of any proceeds from the enforcement of any security granted to the Security
Trustee, the Agents and/or any of the Lenders under the Security Documents
(except to the extent that the Borrower is not entitled to retain such sums as
against any third party by virtue of Applicable Law),  and
each of the Security Trustee, the Agents, Lenders, AerVenture and the other
AerCap Obligors irrevocably and unconditionally agrees that it shall look
solely to such rights and sums for payments to be made by that Borrower under
this Agreement and the other Transaction Documents and that it shall not
otherwise take or pursue any judicial or other steps or proceedings or exercise
any other right or remedy that it might otherwise have against that Borrower or
any of its other assets except:  (a)to the extent that judgment or similar order is a
necessary procedural step to enable the realisation of the full benefit of the
security and rights granted by and under the Transaction Documents to obtain
(but not enforce) a declaratory judgment or similar order as to the obligations
of that Borrower expressed to be assumed under this Agreement or under any
other Transaction Documents; or  (b)to the extent that claim or proof is a necessary
procedural step to enable the realisation of the full benefit of the security
and rights granted by and under the Transaction Documents, to make or file a
claim or proof in any Insolvency Event in relation to that Borrower, but not to
take proceedings to instigate that Insolvency Event.  22.2Clause 22.1
shall be of no application in respect of a Borrower and that Borrower shall be
fully liable and the Secured Parties shall be at liberty to prove all their
respective rights and remedies against that Borrower and its assets for any
Loss (including, without limitation, legal fees and expenses) sustained or
incurred by any Secured Party as a consequence of:  22.2.1the wilful
misconduct or gross negligence of that Borrower; or  22.2.2a
representation or warranty as to a matter of fact (and not, for the avoidance
of doubt, as to a matter of law) made by that Borrower in any Transaction
Document being untrue, incorrect or misleading; or  22.2.3fraud on the
part of that Borrower.  22.2.4The provisions
of this clause 22 shall only limit the personal liability of each Borrower for
the discharge of its obligations under this Agreement and the other Transaction
Documents and shall not:  22.2.5limit or
restrict in any way the accrual of interest on any unpaid amount (although the
limitations as to the personal liabilities of each Borrower shall apply to the
actual payment of that interest); or  22.2.6derogate from
or otherwise limit the right of recovery, realisation or application by the
Secured Parties under or pursuant to any of the Security Documents or anything  69


assigned,
mortgaged, charged, pledged or secured under or pursuant to any of the Security
Documents.  22.3  22.3.1AerVenture and
each other AerCap Obligor each hereby agrees that it shall not petition for any
Insolvency Event in relation to any Borrower until after all of the Secured
Loan Obligations have been paid and discharged in full.  22.3.2Each of the ECA
Finance Parties hereby agrees that it shall not petition for any Insolvency
Event in relation to any Borrower, unless failure to do so would or might
reasonably be expected to result in the rights, title and interests of the ECA
Finance Parties and the Borrowers (or any of them) in and to the Aircraft
and/or under any Transaction Document being materially adversely affected,
based on advice received by the Security Trustee and shared with AerVenture
from reputable legal counsel in the relevant jurisdictions.  22.4Each of the
Security Trustee, the Agents, the Lenders, AerVenture and the other AerCap
Obligors agrees not to seek before any court or governmental agency to have any
shareholder, director or officer of any Borrower held liable for any actions or
inactions of that Borrower or any obligations of that Borrower under the
Transaction Documents, except if such actions or inactions are the result of
the fraud or wilful default of that shareholder, director or officer.  23Set-off  23.1Set-off  23.1.1Subject to
clause 23.1.4, at any time during the continuance of a Lease Termination Event:  (a)each Borrower may set off from any sum payable by it
to any one or more of the AerCap Obligors any sum due and unpaid by the
relevant AerCap Obligor to that Borrower, in each case, under or in relation to
any of the Transaction Documents; and  (b)each ECA Finance Party may set off from any sum
payable by it to any one or more of the Obligors any sum due and unpaid by the
relevant Obligor to that ECA Finance Party, in each case, under or in relation
to any of the Transaction Documents.  23.1.2No Obligor
shall be entitled to deduct any sum which may be due to it from the ECA Finance
Parties and the Borrowers (or any of them) howsoever arising from any sum
payable by that Obligor under or in connection with any of the Transaction
Documents.  23.1.3No Obligor
shall be entitled to refuse or postpone performance of any payment or other
obligation under any of the Transaction Documents by reason of any claim which
it may have or may consider that it has against;  (a)the ECA Finance Parties and the Borrowers (or any of
them) under or in connection with any of the Transaction Documents or any other
agreement with any of the ECA Finance Parties and/or any of the Borrowers;
and/or  70


(b)any other party under or in connection with any of the
Transaction Documents.  23.1.4Each ECA
Finance Party irrevocably and unconditionally waives any rights of set off that
it may have at law or under clause 23.1.1 in relation to any amount due to any
Sub-Lessee or Lessee under clause 6.6.8(a).  23.2Set-off not mandatory  No
ECA Finance Party shall be obliged to exercise any of its rights under clause
23.1.  24Notices  24.1Unless
otherwise expressly provided herein, all notices, requests, demands or other
communications to or upon the respective parties hereto in connection with this
Agreement shall:  24.1.1in order to be
valid be in English and in writing;  24.1.2be deemed to
have been duly served on, given to or made in relation to a party if it is:  (a)left at the address of that party set out herein or
at such other address as that party has specified by fifteen (15) days written
notice to the other parties hereto;  (b)posted by first class airmail postage prepaid or
sent with an internationally recognised courier service in each case in an envelope
addressed to that party at that address; or  (c)sent by facsimile to the facsimile number of that
party set out herein or to such other facsimile number as that party has
specified by fifteen (15) days written notice to the other parties hereto;  24.1.3be sufficient
if:  (a)executed under the seal of the party giving, serving
or making the same; or  (b)signed or sent on behalf of the party giving,
serving or making the same by any attorney, director, secretary, agent or other
duly authorised officer or representative of that party;  24.1.4be effective:  (a)in the case of a letter, when left at the address
referred to in clause 24.1.2(a) after being deposited in the post first
class airmail postage prepaid or deposited with an internationally recognised
courier service and in each case in an envelope addressed to the addressee at
the address referred to in clause 24.1.2(a); and  (b)in the case of a facsimile transmission, upon
receipt of a facsimile transmission slip indicating that the correct number of pages have
been sent to the correct facsimile number.  24.2For the
purposes of this clause 24, all notices, requests, demands or other
communications shall be given or made by being addressed as follows:  71


24.2.1if to the
Principal Borrower, to:  c/o
Walkers SPV Limited Walker
House 87
Mary Street George
Town Grand
Cayman, KY1-9002 Cayman
Islands  FacsimileNo:
  +1
  345 945 4757Attention:
  TheDirectors  with
copies to AerVenture and each Agent at the addresses detailed below;  24.2.2if to any
AerCap Obligor, to:  AerCap
Holdings N.V. AerCap
House Stationsplein
965 1117CE  Schiphol Airport The
Netherlands  Facsimile:
  +3120
  655 9100Attention:
  Chief Legal Officer  with a copy to:  AerVenture Limited c/o AerCap Ireland Limited AerCap House Shannon Industrial Estate Shannon County Clare Ireland  FacsimileNo:
  + 353 61723850Attention:
  Company
  Secretary  with
a copy to each Agent at the address detailed below;  24.2.3if to an Agent
or the Security Trustee, to:  Calyon 9 Quai du Président Paul Doumer 92920 Paris La Défense Cedex France  Facsimile:
  +33 (0)1 41 89 85 75Attention:
  DFS / Middle Office
  Aviation Group  72


with,
except in relation to notices from one ECA Finance Party to another ECA Finance
Party, a copy to AerVenture at the address detailed above; and  24.2.4if to a Lender,
to that Lender care of the ECA Agent.  25Confidentiality  At
all times during the Security Period and after the termination thereof, each
party hereto shall and shall procure that each of its respective officers,
directors, employees and agents shall keep secret and confidential and not,
without the prior written consent of AerVenture , the Agents and the Security Trustee,
disclose to any third party the terms of any of the Transaction Documents, any
Sub-Lease, any Sub-Sub-Lease, the Insurances or any Purchase Document or any of
the information, reports, invoices or documents supplied by or on behalf of any
of the other parties hereto, save that any such party shall be entitled to
disclose any such terms, information, reports or documents:  25.1.1in connection
with any proceedings arising out of or in connection with any of the
Transaction Documents to the extent that that party may consider necessary to
protect its interest; or  25.1.2to any
potential permitted assignee or transferee of all or any of that partys rights
under any of the Transaction Documents or any other permitted person proposing
to enter into contractual arrangements with that party in relation to or in
connection with the transactions contemplated by any of the Transaction
Documents, subject to it obtaining an undertaking from that potential permitted
assignee or permitted other person in the terms similar to this clause 25; or  25.1.3if required to
do so by an order of a court of competent jurisdiction whether in pursuance of
any procedure for discovering documents or otherwise; or  25.1.4pursuant to any
Applicable Law; or  25.1.5to any fiscal,
monetary, Tax, governmental or other competent authority; or  25.1.6to its
auditors, bankers, legal or other professional advisers (which are under an
ethical obligation to or agree to hold that information confidential); or  25.1.7to any of the
Export Credit Agencies; or  25.1.8in any manner
contemplated by any of the Transaction Documents; or  25.1.9to AerVenture,
AerCap Holdings or any other AerCap Group Company.  26Joint and
several liability  For
the purpose of any provision of the Transaction Documents, it is hereby
acknowledged and agreed that:  26.1where the same
obligations are expressed as being owed by more than one Lessee, each of such
Lessees shall be jointly and severally liable for such obligations;  73


26.2where the same
obligations are expressed as being owed by more than one AerCap Obligor, each
of such AerCap Obligors shall be jointly and severally liable for such
obligations; and  26.3where the same
obligations are expressed as being owed by more than one Borrower, each of such
Borrowers shall be jointly and severally liable for such obligations (but
without prejudice to, and subject to, clause 22).  27Consents and
related matters  27.1Each Lessee and
AerVenture shall be entitled to deal exclusively with the Security Trustee and
rely on communications that it receives from the Security Trustee in relation
to any request for approval, consent, waiver, agreement or exercise of another
discretion that the Lessees or AerVenture may, from time to time, make under or
in connection with any Transaction Document or the transactions contemplated
thereby.  27.2Where any
approval, consent, waiver, agreement or exercise of other discretion is
requested by any Lessee or AerVenture from the Security Trustee pursuant to
this Agreement or any other Transaction Document, the Security Trustee and the
relevant ECA Finance Parties at whose direction the Security Trustee is
required (pursuant to the terms of the Transaction Documents) to act in
relation to the particular matter each agree to consider the same and respond
to the relevant Lessee or AerVenture in a timely manner.  28Subordination  28.1Each of the ECA
Finance Parties and the Lessees hereby agrees to regulate their claims, as to
subordination and priority, in respect of any Proceeds in the manner set out in
this clause 28.  28.2The ECA Finance
Parties and the Lessees hereby agree that the Secured Loan Obligations shall
for all purposes whatsoever rank in priority to the Subordinated Secured Obligations
and that such Subordinated Secured Obligations shall at all times be subject
and subordinate to such Secured Loan Obligations.  28.3Without
prejudice to the provisions of clause 28.2, if, for any reason, a Lessee claims
or is required to claim in the liquidation, winding-up, dissolution or
analogous proceedings in relation to any Borrower, then that Lessee shall
direct that all dividends and other distributions in respect of its claim be
paid to the Security Trustee for application in accordance with the provisions
of clause 13 and, to the extent that any such dividend or other distribution is
actually paid to that Lessee, that Lessee shall hold any amount received by it
on trust for the Secured Parties and shall pay that amount over to the Security
Trustee as soon as it is received.  28.4For so long as
any of the Secured Loan Obligations remain outstanding, each Lessee hereby
agrees that it shall have no rights whatsoever, save in respect of the express
obligations of the Security Trustee as set out in this Agreement and the other
Transaction Documents, to instruct, or give directions to, the Security
Trustee, to require that the Security Trustee take any action or exercise any
right, remedy or power or to determine any question or doubt, in each case in
relation to any matter including, without limitation, the Trust, the Trust
Property and/or the Trust Documents.  74


28.5For so long as
any of the Secured Loan Obligations remain outstanding, each Lessee hereby
agrees that the Security Trustee shall not, other than as expressly required by
the terms of the Transaction Documents, be required to consult with, or have
regard to the interests of, any Lessee when taking any action (including,
without limitation, any enforcement action) or when exercising any right,
remedy or power, in each case in relation to any matter including, without
limitation, the Trust, the Trust Property and/or the Trust Documents.  28.6For so long as
any of the Secured Loan Obligations remain outstanding, each Lessee hereby
agrees that it shall not appoint any receiver in respect of any of the Trust
Property.  28.7Each Lessee
shall be entitled, at any time following the full and final discharge of the
Secured Loan Obligations:  28.7.1to require that
the relevant Borrower discharge the Subordinated Secured Obligations by
transferring title to any Aircraft to such person as is nominated by that Lessee
(who shall not be a Borrower or a Lessee); and  28.7.2to exercise all
of the rights of the ECA Finance Parties under the Trust.  28.8To the extent
required under Dutch law, the subordination set forth in this clause 28 is
being accepted by the Security Trustee as agent (zaakwaarnemer)
on behalf of the ECA Finance Parties.  29Miscellaneous  29.1Cumulative rights  The
respective rights of the ECA Finance Parties and the Borrowers pursuant to this
Agreement and the other Transaction Documents:  29.1.1are cumulative,
may be exercised as often as they consider appropriate and are in addition to
their respective rights under Applicable Law; and  29.1.2shall not be
capable of being waived or varied otherwise than by an express waiver or
variation in writing.  29.2Waivers  Any
failure to exercise, or any delay in exercising, on the part of any ECA Finance
Party or any Borrower any right under any Transaction Document shall not
operate as a waiver or variation of that or any other right and any defective
or partial exercise of any such right shall not preclude any other or further
exercise of that or any other right, and no act or course of conduct or
negotiation shall in any way preclude any party hereto from exercising any such
right or constitute a suspension or any variation of any such right.  29.3Severability  If
at any time any provision of any Transaction Document is or becomes illegal,
invalid or unenforceable in any respect under any Applicable Law, neither the
legality, validity  75


nor
the enforceability of the remaining provisions hereof nor the legality,
validity or enforceability of that provision under the law of any other
jurisdiction shall in any way be affected or impaired.  29.4Further assurance  Except
to the extent inconsistent with the express terms of the Transaction Documents,
each Obligor shall from time to time and at its own cost, to the extent that it
is permitted to do so under Applicable Law, as soon as reasonably practicable sign,
seal, execute, acknowledge, deliver, file and register all such additional
documents, instruments, agreements, certificates, consents and assurances and
do all such other acts and things as may be required by Applicable Law or
reasonably requested by any Representative from time to time in order to give
full effect to each Transaction Document or to establish, maintain, protect or
preserve the rights of the ECA Finance Parties and the Borrowers under the
Transaction Documents or to enable any of them to obtain the full benefit of
each Transaction Document and to exercise and enforce their respective rights
and remedies under the Transaction Documents.  29.5Certificates  A
certificate given by any ECA Finance Party as to the amount of any sum required
to be paid to it under any provisions of any of the Transaction Documents
shall, save in the case of manifest error, be prima facie evidence of the
amounts therein stated for all purposes of the Transaction Documents.  29.6Amendments  29.6.1Unless a Lease
Termination Event has occurred any term of any Transaction Document other than
the Lease and the Guarantee may be amended or waived with the agreement in
writing of all the parties to it so long as such amendment does not adversely
affect the right or obligations of COFACE or is made with its consent.  29.6.2  (a)Subject to clause 30.6.2(b), the ECA Finance Parties
(or any of them) may also agree an amendment to a Transaction Document without
the agreement of any other party or parties to that Transaction Document (or
otherwise) if the amendment is in writing and does not affect the rights,
interests or obligations of that other party or parties, COFACE or any ECA
Finance Party, and the other parties to that Transaction Document shall (at no
cost to such other parties) take such action and execute such documents as the
relevant ECA Finance Party may require in order to offset such amendment;  (b)Each of the parties hereto agrees that any
Transaction Document to which an AerCap Obligor is a party may not be amended
other than in accordance with the express terms of the relevant Transaction
Document and with the prior written consent of the relevant AerCap Obligor.  29.6.3The Lease and
the Guarantee may only be amended with the consent of the Majority Lenders.  76


29.6.4Each of the
parties hereto agrees that no amendments, variations, supplements or
modifications may be made to any Transaction Document other than by an
instrument in writing executed by AerVenture (on behalf of each AerCap Obligor)
and the Security Trustee (on behalf of each ECA Finance Party and each
Borrower). Each AerCap Obligor hereby irrevocably authorises AerVenture to
execute any amendments to any Transaction Document on its behalf. Each ECA
Finance Party and each Borrower hereby irrevocably authorises the Security
Trustee to execute any amendments to any Transaction Document on its behalf,
subject to the Security Trustee first receiving the written consent of the ECA
Agent.  29.7Counterparts  This
Agreement may be executed in any number of counterparts and by different
parties thereto on separate counterparts and any single counterpart or set of
counterparts signed, in either case, by all the parties hereto shall be deemed
to constitute a full and original agreement for all purposes but all
counterparts shall constitute but one and the same instrument.  29.8Other security  Nothing
contained in this Agreement shall prejudice or affect the rights of any of the
ECA Finance Parties under any guarantee, lien, bill, note, charge or other
security from any party, other than those comprised in or contemplated by the
Transaction Documents now or hereafter held by it in respect of any moneys,
obligations or liabilities thereby secured and so that (without limitation)
each and any such person may apply any moneys recovered under any such
guarantee, lien, bill, note, charge or other security in or towards payment of
any money, obligation or liability, actual or contingent, now or hereafter due,
owing or incurred to it by any person or may hold such moneys on a suspense
account for such period as it may in its absolute discretion think fit.  29.9Obligations several  The
obligations of each of the ECA Finance Parties under this Agreement are
several; the failure of any of the ECA Finance Parties to perform such
obligations shall not relieve any other of the ECA Finance Parties or any
Obligor of any of their respective obligations or liabilities under any of the
Transaction Documents nor shall the ECA Agent or the Security Trustee be
responsible for the obligations of the other ECA Finance Parties nor shall any
of the ECA Finance Parties be responsible for the obligations of any other of
the ECA Finance Parties under this Agreement.  29.10No partnership  This
Agreement shall not and shall not be construed so as to constitute a
partnership between the parties or any of them.  29.11Information from AerVenture  AerVenture
shall upon request of the ECA Agent deliver to COFACE (via the ECA Agent) or
upon request of the ECA Agent deliver to the ECA Agent all such information
concerning AerVenture and/or any AerCap Group Company which is a party to any
of the Transaction Documents and their respective affairs and the Aircraft as
shall be available to AerVenture or such other AerCap Group Company (and
subject  77


to
any confidentiality restrictions) and which the ECA Agent shall reasonably
require in the context of the Transaction Documents and the transactions contemplated
thereby.  29.12Determination of LIBOR  In
relation to the Transaction Documents for an Aircraft generally, it is hereby
agreed amongst the relevant parties thereto that, in respect of any period, and
unless the ECA Agent otherwise agrees, a determination of LIBOR under one
Transaction Document for that Aircraft must be the same rate as is determined
in respect of LIBOR under another Transaction Document for that Aircraft
pursuant to which LIBOR falls to be determined for the same period and, in the
event of any discrepancy, the determination of LIBOR under the ECA Loan
Agreement for that Aircraft shall prevail.  30Transfers  30.1Transfers by Obligors  Without
prejudice to the provisions of clause 7, no Obligor shall assign any rights or
transfer any obligations under any Transaction Document without the prior
written consent of the ECA Agent.  30.2Transfers by Lenders  Any
Lender may transfer all or any of its rights, benefits and obligations under
the Transaction Documents or change its Lending Office (whether in the same or
a different jurisdiction), provided always that:  30.2.1prior to the
transfer or change in Lending Office becoming effective, the relevant Lender:  (a)gives notice to AerVenture (with a copy to the ECA
Agent) of the identity of the Transferee or (as the case may be) the new
Lending Office and the jurisdiction of tax residence of the Transferee or (as
the case may be) the new Lending Office; and  (b)obtains the prior consent of COFACE,  30.2.2the Transferee (i) is
an Export Credit Agency, or (ii) is eligible for support from COFACE and
(unless the Transferee is or has been a Lender) has been approved as a
Transferee by AerVenture (such approval not to be unreasonably withheld or
delayed), or (iii) is designated as a Transferee by the relevant Export
Credit Agency; and  30.2.3with the
exception of transfers occurring as a result of sub-paragraphs (i) or (iii) of
clause 30.2.2, no Obligor shall be under any obligation to pay any greater
amount or suffer any other increase in liabilities or diminution in right or
benefit under the Transaction Documents following and as a consequence of any
such transfer or change in Lending Office, except where the same arises as a
consequence of a Change in Law which occurs after the date of that transfer or
change in Lending Office (but excluding any Change in Law which is officially
announced or proposed before the date of that transfer or change in Lending
Office).  78


provided
further that the provisos set out above shall not apply to the extent that any
Lender has effected a transfer or changed its Lending Office pursuant to, and
in accordance with, clause 8.1.  30.3Transfer Certificates  30.3.1If any ECA
Lender (the Transferor) transfers all or any
part of its rights, benefits and/or obligations under this Agreement in respect
of any ECA Loan for an Aircraft to another bank or financial institution (or
other person approved by AerVenture) (the Transferee) in
accordance with clause 30.2, that transfer shall be effected by way of a
novation by the delivery to, and the execution by, the Security Trustee of a
duly completed Transfer Certificate or in such other manner as the ECA Agent
and AerVenture may agree.  30.3.2On the date
specified in the Transfer Certificate:  (a)to the extent that in the Transfer Certificate the
Transferor seeks to transfer its rights and obligations under the Transaction
Documents, each of the Transferor and the other parties hereto shall be
released from further obligations to each other under the Transaction Documents
and their respective rights against each other under the Transaction Documents
shall be cancelled (such rights and obligations being referred to in this
clause 30.3 as Discharged Rights and Obligations);  (b)the parties hereto (other than the Transferor) and
the Transferee shall each assume obligations towards each other and/or acquire
rights against each other which, subject to clause 30.2, differ from the
Discharged Rights and Obligations only insofar as each of the parties hereto
(other than the Transferor) and the Transferee have assumed and/or acquired the
same in place of each of the parties hereto (other than the Transferor) and the
Transferor; and  (c)each of the parties hereto (other than the Transferor)
and the Transferee shall acquire the same rights and assume the same
obligations among themselves as they would have acquired and assumed had the
Transferee originally been a party to the Transaction Documents as a Lender
with the rights and/or the obligations acquired or assumed by it as a result of
the transfer.  30.3.3The Security
Trustee shall as soon as reasonably practicable complete a Transfer Certificate
on written request by a Transferor and upon payment by the Transferee (other
than in the case of an Export Credit Agency (or a Transferee nominated thereby)
being a Transferee) of a fee of one thousand Dollars ($1,000) to the Security
Trustee for each Transfer Certificate.  30.3.4Each party
hereto (other than the Security Trustee, the Transferor and the Transferee)
hereby confirms that the execution of any Transfer Certificate by the Security
Trustee on its behalf shall be binding upon and enforceable against it as if it
had executed the Transfer Certificate itself. Each party hereto (other than the
Security Trustee, the Transferor and the Transferee) hereby irrevocably
authorises the Security Trustee to execute any duly completed Transfer
Certificate on its behalf.  79


30.4Costs and expenses  In
relation to any transfer contemplated by this clause 30 which is not a transfer
pursuant to clause 8.1 or a transfer to a Transferee referred to in
sub-paragraphs (i) or (iii) of clause 30.2.2, the costs and expenses
thereby incurred by each of the other parties hereto shall be for the account
of the Transferee or the Transferor (as they may agree between themselves). In
relation to any transfer contemplated by this clause 30 which is a transfer
pursuant to clause 8.1 or a transfer to a Transferee referred to in
sub-paragraphs (i) or (iii) of clause 30.2.2, the costs and expenses
thereby incurred by each of the other parties hereto shall be for the account
of the Borrowers.  31Governing law
and jurisdiction  31.1Governing law  This
Agreement and any non-contractual obligations connected with it shall be
governed by and construed in accordance with English law.  31.2Jurisdiction  Each
of the parties hereto agrees, for the benefit of each of the other parties
hereto, that any legal action or proceedings arising out of or in connection
with this Agreement or any non-contractual obligations connected with it
(including a dispute regarding the existence, validity or termination of this
Agreement) may be brought in the courts of England, irrevocably and unconditionally
submits to the jurisdiction of such courts and irrevocably designates, appoints
and empowers:  (a)in the case of each Lessee and AerVenture,
Freshfields Bruckhaus Deringer whose current address is at 65 Fleet Street,
London EC4Y 1HS, England (Ref: DMP Litigation/RFM);  (b)in the case of each Borrower, Norose Notices Limited
whose current address is at 3 More London Riverside, London SE1 2AQ (marked for
the attention of the Director of Administration, reference OGM/LN25172); and  (c)in the case of each of the ECA Finance Parties, the
address from time to time of the relevant ECA Finance Partys branch in London,
England (or, if any ECA Finance Party does not have or ceases to have a branch
in London, it shall appoint an agent for receipt of service of process in
England and shall provide the other parties to this Agreement with a copy of a
letter from that agent accepting its appointment),  in
each case, to receive for it and on its behalf service of process issued out of
the courts of England in any such legal action or proceedings. The submission
to that jurisdiction shall not (and shall not be construed so as to) limit the
right of any of the parties hereto to take proceedings against the other
parties hereto (or any of them) in the courts of any other competent
jurisdiction, nor shall the taking of proceedings in any one or more
jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not. The parties further agree that only the courts of
England and not those of any other state shall have jurisdiction to determine
any claim arising out of or in connection with this Agreement.  80


31.3No immunity  Each
of the parties hereto agrees that in any legal action or proceedings against it
or its assets in connection with this Agreement no immunity from such legal
action or proceedings (which shall include, without limitation, suit,
attachment prior to judgment, other attachment, the obtaining of judgment, execution
or other enforcement) shall be claimed by or on behalf of it or with respect to
its assets, irrevocably waives any such right of immunity which it or its
assets now have or may hereafter acquire or which may be attributed to it or
its assets and consents generally in respect of any legal action or proceedings
to the giving of any relief or the issue of any process in connection with such
action or proceedings including, without limitation, the making, enforcement or
execution against any property whatsoever (irrespective of its use or intended
use) of any order or judgment which may be made or given in such action or
proceedings.  32Contracts
(Rights of Third Parties) Act 1999  32.1Each of the
Obligors which is a party to this Agreement agrees that any of its obligations
in this Agreement or any other Transaction Document which is expressly owed to
any ECA Finance Party and/or COFACE shall be enforceable by that ECA Finance
Party, or, as the case may be, COFACE subject always to any relevant restriction
contained in any Transaction Document. The provisions of the Contracts (Rights
of Third Parties) Act 1999 shall apply for the benefit of each of the ECA
Finance Parties and COFACE.  32.2Subject to
clause 32.1, it is not intended by any of the parties hereto that any term of
this Agreement shall be enforceable solely by virtue of the Contracts (Rights
of Third Parties) Act 1999 by any person who is not a party hereto. The parties
hereto shall not require the consent of any person who is not a party in order
to rescind, vary, waive, release, assign, novate or otherwise dispose of all or
any of their respective rights or obligations under this Agreement.  33Export Credit
Agency  33.1Each of the
Obligors hereby acknowledges and accepts that, under the Support Agreement,
COFACE has certain rights to require the ECA Finance Parties to act, or to omit
to act, in accordance with the instructions of COFACE. Accordingly, each of the
Obligors hereby acknowledges and accepts that if any of the ECA Finance Parties
is required to exercise a right, discretion or power under any of the
Transaction Documents reasonably, in good faith or bona fide or with any
other restriction of whatsoever nature, then that ECA Finance Party will be
deemed to be acting reasonably, in good faith or bona fide or in accordance
with such other restrictions (as the case may be) if that ECA Finance Party
exercises, or refrains from exercising, that right, discretion or power in
accordance with the instructions of COFACE.  33.2Each of the
Obligors hereby acknowledges and accepts that this Agreement is drafted on the
basis that COFACE will be the sole Export Credit Agency to issue a Support
Agreement in support of the Borrowers obligations under each ECA Loan which is
to be issued hereunder. The ECA Agent may, at any time following the execution
of this Agreement, inform the Obligors that one or more of Euler Hermes and
ECGD has elected to issue Support Agreements in respect of the ECA Loans to be
issued hereunder. Each of the Obligors hereby acknowledges and agrees that in
the event that  81


the
ECA Agent so notifies them they shall execute all such additional documents,
instruments, agreements, consents as the ECA Agent and the relevant Export
Credit Agencies may require in order to document and given effect to such
change.  34Parallel debt  34.1Each AerCap
Obligor which is a party hereto and has its State of Incorporation in The
Netherlands or France (Relevant Obligor)
hereby irrevocably and unconditionally undertakes, as far as necessary in
advance, to pay to the Security Trustee an amount equal to the aggregate of all
of its Principal Obligations owed to all of the ECA Finance Parties from time
to time, as and when the same become due in accordance with the terms and
conditions of its Principal Obligations (that payment undertaking and the
obligations and liabilities which are the result thereof, the Parallel Debt).  34.2Each of the
parties hereby acknowledges that:  34.2.1for this purpose
the Parallel Debt constitutes undertakings, obligations and liabilities of the
Relevant Obligor to the Security Trustee which are separate and independent
from, and without prejudice to, the Principal Obligations which the Relevant
Obligor owes to any ECA Finance Party; and  34.2.2the Parallel
Debt represents the Security Trustees own claim (vordering)
to receive payment of the Parallel Debt by the Relevant Obligor, provided that
the total amount which may become due in respect of the Parallel Debt under
this clause 34 shall never exceed the amount which may become due in respect of
all of its Principal Obligations owed to all of the ECA Finance Parties.  34.3The total
amount due by the Relevant Obligor as the Parallel Debt under this clause 34
shall be decreased to the extent that the Relevant Obligor shall have paid any
amounts to the ECA Finance Parties or any of them to reduce its outstanding
Principal Obligations or any ECA Finance Party otherwise receives any amount in
discharge of those Principal Obligations (other than by virtue of clause 34.4).  34.4To the extent
that the Relevant Obligor shall have paid any amounts to the Security Trustee
in respect of the Parallel Debt or the Security Trustee shall have otherwise
received monies in discharge of the Parallel Debt, the total amount due in
respect of its Principal Obligations shall be decreased accordingly.  34.5In the event of
a resignation of Security Trustee or the appointment of a new Security Trustee
pursuant to clause 21 of this Agreement, the retiring Security Trustee shall
assign (cederen) or transfer by
way of transfer of contract (contractsoverneming)
the Parallel Debt owed to it to the successor Security Trustee  35Servicing
Agreement  35.1AerVenture and
each AerCap Obligor hereby acknowledges and agrees that it is a fundamental
condition of the ECA Lenders agreement to advance the ECA Loans under this
Agreement that until such time as the Secured Obligations have been satisfied
in full a Servicing Agreement is in place between the Servicers and AerVenture.  82


35.2In the event
that a Servicing Agreement ceases to be in place contrary to the undertaking
contained in clause 35.1 a Mandatory Prepayment Event shall occur in respect of
all of the Aircraft.  35.3AerVenture
agrees to promptly notify the ECA Agent of any change to the identity of the
Servicers under a Servicing Agreement and to provide the ECA Agent with a copy
of each Servicing Agreement which may, from time to time, be entered into
between AerVenture and the relevant Servicers (and each amendment thereto) so
that the ECA Agent is, at all times, in possession of a complete and up-to-date
copy of the then current Servicing Agreement.  IN WITNESS WHEREOFthe parties to this
Agreement have caused this Agreement to be duly executed as a deed and
delivered on the date first above written.  83


Schedule 1  Definitions  A320 AerCap Facility Agreementmeans the
Facility Agreement dated 23 April 2003 (as amended, supplemented and
restated from time to time) between, among others, Calyon, AerCap B.V. and
AerCap Holdings pursuant to which the ECA Lenders (as defined therein) have
agreed to finance up to 30 Airbus A320 family aircraft for AerCap;  A320 AerCap Termination Eventmeans a Termination Event under (and as defined in) the A320 AerCap
Facility Agreement;  A330 Facility Agreementmeans the Facility
Agreement dated 30th December 2008 (as amended, supplemented and restated
from time to time) between, among others, Calyon, Jetstream Aircraft Leasing
Limited and AerCap Holdings pursuant to which the ECA Lenders (as defined
therein) have agreed to finance up to 15 Airbus A330 family aircraft for
AerCap;  A330 AerCap Termination Eventmeans a Termination Event under (and as defined in) the A330 AerCap
Facility Agreement;  Acceptance Certificatemeans, in
respect of an Aircraft, the certificate (in substantially the form of
Schedule 2 to the relevant Lease) signed by the relevant Lessee and given
by that Lessee to the relevant Borrower pursuant to clause 5.1 of the relevant
Lease;  Accession Deedmeans a deed
of accession to be entered into by a Principal Lessee or, as the case may be,
an Alternative Obligor in the form from time to time agreed between AerVenture
and the Security Trustee;  Additional Insuredshas the
meaning specified in paragraph 10(e)(i) of Schedule 7;  Administration Agreementsmeans together
the Initial Administration Agreement and each Alternative Borrower
Administration Agreement, and Administration Agreement
means any of them;  AerCap Groupmeans AerCap
Holdings and its Subsidiaries from time to time;  AerCap Group Companymeans any
member of the AerCap Group;  AerCap Holdingsmeans AerCap Holdings N.V. (a naamloze vennootschap) a company incorporated and organised under the laws of the Netherlands
whose registered office is at Evert van de Beekstraat 312, 1118 CX Schiphol
Airport, Amsterdam, The Netherlands;  AerCap
Holdings Guaranteemeans the guarantee dated
the Signing Date and entered into between AerCap Holdings and the Borrowers
pursuant to which AerCap Holdings guarantees the performance of the obligations
and liabilities of each of AerVenture and each Lessee under this Agreement and
AerVentures obligations and liabilities under the AerVenture Guarantee;  AerCap Facilitiesmeans each of
the A320 AerCap Facility Agreement and the A330 AerCap Facility Agreement;  84


AerCap Obligorsmeans together
AerVenture, each Lessee, AerCap Holdings and each Lessee Parent, and AerCap Obligor means any of them;  AerCap Security Trusteemeans each Security Trustee from time to time under (and as defined
in) the A320 AerCap Facility Agreement and the A330 AerCap Facility Agreement;  AerCap
Termination Eventmeans any A320 AerCap Termination Event or any A330
AerCap Termination Event;  AerVenturemeans
AerVenture Limited a company incorporated under the laws of Ireland and having
its registered office at AerCap House, Shannon, County Clare, Ireland;  AerVenture Guaranteemeans the
guarantee dated the Signing Date between AerVenture and the Borrowers pursuant
to which AerVenture guarantees the performance of the obligations and
liabilities of the Lessees;  AerVenture Intermediate Ownership
Companymeans AerCap AerVenture Holding B.V. a company organised and existing
under the laws of The Netherlands whose registered office is at AerCap House,
Stationsplein 965, 1117 CE Schiphol Airport Amsterdam The Netherlands or any
other direct Subsidiary of AerCap Holdings, the shares in which are one hundred
per cent (100%) directly owned and controlled by AerCap Holdings to which
AerCap AerVenture Holding B.V. transfers its entire ownership stake in
AerVenture Limited (being at least fifty per cent (50%) of the entire issued
share capital of AerVenture Limited) from time to time;  Affiliatemeans, in
relation to any person, a Subsidiary of that person or a Holding Company of
that person or any other Subsidiary of that Holding Company;  Agreed ECA Ratemeans, in
respect of an ECA Loan and an ECA Interest Period the sum of (i) the
Applicable Rate for that ECA Loan and (ii) the Margin;  Agreed formmeans, in
relation to any document, the form of such document from time to time certified
as the agreed form thereof by or at the direction of AerVenture and the
Security Trustee;  Airbusmeans (as the
context may require) Airbus S.A.S. (legal successor of Airbus S.N.C., formerly
known as Airbus G.I.E. and Airbus Industrie G.I.E.) or AVSA S.A.R.L.;  AirbusBill of Sale means, in relation to any Aircraft, the bill of
sale, dated the Purchase Date for that Aircraft, executed or to be executed by
Airbus in favour of the Seller or, as applicable, the Borrower in relation to
that Aircraft pursuant to the Airbus Purchase Agreement;  Airbus Purchase Agreementmeans, in
respect of an Aircraft, the Airbus A320 family Airbus Purchase Agreement dated
30 December 2005, together with the exhibits thereto, made between the
Manufacturer and AerVenture or such other Airbus Purchase Agreement with the
Manufacturer which relates to that Aircraft;  Airbus Purchase Agreement
Assignmentmeans, in respect of any Aircraft, the Airbus Purchase
Agreement Assignment entered or to be entered into between AerVenture and the
relevant Borrower in respect of the right to take title to that Aircraft under
the Airbus Purchase Agreement;  85


Airbus Remarketing Agreementmeans, in
respect of any Aircraft, the technical support and remarketing services
agreement entered or to be entered into between the relevant Borrower, the
Security Trustee and Airbus;  Aircraftmeans, subject
to clause 2.2.2 and as the context may require, all or any one of the twenty
(20) A320 aircraft which AerVenture has agreed to purchase pursuant to the
Airbus Purchase Agreement (or, following the exercise by AerVenture of its
conversion rights under the Airbus Purchase Agreement all or any one of the
A319 or A321 Aircraft which AerVenture has elected to purchase in lieu of an
A320 Aircraft) details of which are set out in each ECA Utilisation Notice,
provided that the total amount of Aircraft financed under this Agreement from
time to time shall not exceed twenty (20) Aircraft (and, save where the context
otherwise requires, includes any or all of the Replacement Aircraft) and/or
such alternative aircraft as may from time to time be agreed in writing by the
ECA Agent at the request of AerVenture, comprising, with respect to each
individual aircraft, the relevant Airframe together with the relevant Engines
(whether or not any of the relevant Engines may from time to time be installed
on the relevant Airframe) together with the relevant Technical Records;  Aircraft Purchase Pricemeans in
respect of an Aircraft, the aggregate amount which is equal to:  (a)the final contract price for
that Aircraft on delivery thereof from the Manufacturer, after deduction of all
applicable credit memoranda and exclusive of any capitalised interest, but
disregarding for this purpose any Buyer Furnished Equipment for that Aircraft
(Final Aircraft Price); plus  (b)if there is any Buyer
Furnished Equipment for that Aircraft, the lesser of (i) the final contract
price for that Buyer Furnished Equipment for that Aircraft, after deduction of
all applicable credit memoranda and exclusive of any capitalised interest, and (ii) an
amount equal to five per cent. (5%) of the Final Aircraft Price,  in each case, as approved by
the ECA Agent (acting on the instructions of all of the ECA Lenders);  Airframemeans, in
respect of an Aircraft, the airframe (except for the Engines) more particularly
identified in Schedule 1 to the Lease for that Aircraft, including all
Parts installed in or on the airframe at the Purchase Date (or which, having
been removed therefrom, remain the property of the relevant Borrower) and all
Replacement Parts from time to time installed in or on the said airframe and
all Parts which are for the time being detached from the airframe but remain
the property of the relevant Borrower;  Airframe Warranties Agreementmeans, in
respect of an Aircraft, the airframe warranties agreement relating to that
Aircraft from time to time entered into between, amongst others, the
Manufacturer, AerVenture, the relevant Borrower, the relevant Lessee, the
relevant Sub-Lessee and the Security Trustee which shall be in the agreed form
or otherwise in form and substance reasonably satisfactory to the Security
Trustee;  Alternative Borrowermeans a
company, approved by the ECA Agent (acting on the instructions of all of the
ECA Lenders) and incorporated in a jurisdiction approved by the ECA Agent
(acting on the instructions of all of the ECA Lenders), in each case, in accordance
with clause 7, which accedes to this Agreement as a Borrower pursuant to clause
7;  86


Alternative Borrower
Administration Agreementsmeans any administration agreements or
corporate services agreements to be entered into by an Alternative Borrower
Manager, the Security Trustee, an Alternative Borrower, and AerVenture on terms
approved by the Security Trustee (acting on the instructions of all of the
Lenders) and AerVenture in accordance with this Agreement, and Alternative Borrower Administration Agreement means any of
them;  Alternative Borrower Comfort
Lettersmeans each comfort letter to be issued in respect of an Alternative
Borrower Manager to the Security Trustee and AerVenture, in form and substance
reasonably satisfactory to the Security Trustee (acting on the instructions of
all of the Lenders) and Principal Obligor, and Alternative
Borrower Comfort Letter means any of them;  Alternative Borrower Floating
Chargemeans each floating charge to be granted by an Alternative Borrower to
the Security Trustee which shall be in form and substance reasonably
satisfactory to the Security Trustee (acting on the instructions of all of the
Lenders) and Principal Obligor;  Alternative Borrower Managermeans the
manager, if any, of an Alternative Borrower as approved by the Security Trustee
(acting on the instructions of all of the Lenders) and Principal Obligor in
accordance with this Agreement;  Alternative Borrower Share Chargemeans each
pledge or charge to be granted by the holder or holders of the entire issued
share capital of an Alternative Borrower to the Security Trustee over all the
shares of that Alternative Borrower, which pledge or charge shall be in form
and substance reasonably satisfactory to the Security Trustee (acting on the
instructions of all of the Lenders) and AerVenture;  Alternative Borrower Trusteesmeans the
legal owners of an Alternative Borrower as approved by the Security Trustee
(acting on the instructions of all of the Lenders) and AerVenture in accordance
with this Agreement, and Alternative Borrower
Trustee means any of them;  Alternative Declaration of Trustmeans each
declaration of trust to be entered into by an Alternative Borrower Trustee or
the Trustee in relation to the shares that Alternative Borrower Trustee or the
Trustee (as applicable) owns in an Alternative Borrower, in form and substance
reasonably satisfactory to the Security Trustee (acting on the instructions of
all of the Lenders) and AerVenture;  Alternative Lessee Share Chargemeans each
pledge or charge to be granted by the relevant Lessee Parent to the Principal
Borrower or the Security Trustee over all the shares of that Alternative
Lessee, which pledge or charge shall be in form and substance reasonably satisfactory
to the Security Trustee (acting on the instructions of all of the Lenders) and
AerVenture;  Alternative Lesseesmeans the
First Intermediate Lessee and each other direct or indirect Subsidiary of
AerVenture which accedes to this Agreement as a Lessee pursuant to clause 7
which is directly or indirectly controlled by AerVenture, the shares in which
are one hundred per cent (100%) owned, on an indirect basis, by Aerventure and
which is, approved by the ECA Agent (acting on the instructions of all of the
ECA Lenders) and incorporated in a jurisdiction approved by the ECA Agent
(acting on the instructions of all of the ECA Lenders) and Alternative Lessee means any of them;  87


Alternative Obligormeans an
Alternative Borrower or an Alternative Lessee;  Applicable Lawincludes,
without limitation, all applicable (i) laws, bye-laws, statutes, decrees,
acts, codes, legislation, treaties, conventions and similar instruments and, in
respect of any of the foregoing, any instrument passed in substitution therefor
or re-enactment thereof or for the purposes of consolidation thereof with any
other instrument or instruments, (ii) final judgments, orders,
determinations or awards of any court from which there is no right of appeal or
if there is a right of appeal that appeal is not prosecuted within the
allowable time, and (iii) rules and regulation of any Government
Entity;  Applicable Ratemeans:  (a)in respect of any Loan and
any Interest Period, the LIBOR rate for that Loan and Interest Period on the
Quotation Date. Notwithstanding the foregoing:  (i)in respect of the first ECA
Interest Period for an ECA Loan and the last Interest Period for a Loan which
ends on a Final ECA Repayment Date, unless that Interest Period commences or
terminates, as the case may be, on a Reference Date, the Applicable Rate for
that Interest Period shall (subject to the proviso to this definition) be
determined by interpolating (on a linear basis) between:  (A)LIBOR for the complete period for which that rate is
publicity quoted having the next shorter duration than that Interest Period,
and  (B)LIBOR for the complete period for which said rate is
publicity quoted having the next longer duration than that Interest Period; and  (ii)in respect of the first Interest Period for a Loan, if the
Drawdown Notice in relation thereto is not received by the relevant Agent by
the latest time required by the terms of the relevant Loan Agreement, the
Applicable Rate for that Interest Period shall be calculated by reference to
each relevant Lenders cost of funding its participation in that Loan for that
Interest Period,  in each case, expressed as a percentage rate per annum and
rounded up to four decimal places, as notified and reasonably substantiated by
the ECA Agent (acting on the instructions of all of the ECA Lenders) to the
relevant Borrower, the relevant Lessee and AerVenture on the relevant Quotation
Date; or  (b)in the case of any ECA Loan,
following a Conversion, the applicable Fixed Rate for that ECA Loan;  Assignment of Insurancesmeans, in
respect of an Aircraft, any assignment of insurances entered or to be entered
into between the relevant Sub-Lessee (as assignor) and the relevant Lessee (as
assignee);  Aviation Authoritymeans, in respect
of an Aircraft, any Government Entity which under the laws of the State of
Registration for that Aircraft has from time to time:  (a)control or supervision of
civil aviation in the State of Registration; and/or  (b)jurisdiction over the
registration, airworthiness or operation of, or other similar matters relating
to, that Aircraft;  88


Banking Daymeans a day
(other than a Saturday or Sunday or holiday scheduled by law) on which banks
are open for the transaction of domestic and foreign exchange business in
Dublin, London, Paris, Amsterdam, Frankfurt, New York City, Luxembourg and
Munich provided that:  (a)in relation to a day on
which a payment is to be made by an Obligor in Dollars, that day need only be a
day (other than a Saturday or Sunday) on which banks are open for the
transaction of domestic and foreign exchange business in New York City, London
and Paris; and  (b)in relation to a day on
which LIBOR is to be calculated, that day need only be a day (other than a
Saturday or Sunday) on which banks are open for the transaction of domestic and
foreign exchange business in London and Paris;  Bankruptcy Lawhas the
meaning specified in paragraph (g) of the definition of Insolvency Event;  Basle Papermeans the
paper entitled International Convergence of Capital Measurement and Capital
Standards dated July 1988 and prepared by the Basle Committee on Banking
Regulations and Supervision, as amended, modified, varied, supplemented or
replaced;  Basle II Papermeans the
Revised Framework for International Convergence for Capital Measurement and
Capital Standards issued by the Basel Committee on Banking Supervision in June 2004
and the proposals published by the European Parliament and Council recasting
Directives 2000/12/EC and 93/6/EEC (the Capital Requirement Directives) and as
amended and supplemented from time to time prior to the date hereof;  BFE Bill of Salemeans, in
respect of an Aircraft to which any Buyer Finished Equipment relates, the bill
of sale executed or to be executed in favour of the Seller pursuant to which
title to that Buyer Furnished Equipment is transferred to the Seller;  Bill of Salemeans, in
respect of an Aircraft where AerVenture is the Seller, the bill of sale
executed or to be executed by the Seller in favour of the relevant Borrower
pursuant to which title to that Aircraft is transferred to that Borrower;  Borrower Documentmeans, in respect of each Borrower, each Transaction Document to which
such Borrower is, or will be, party;  Borrower Eventmeans any
event which, with any one or more of the lapse of time, the giving of notice,
or the making of a determination, would become a Borrower Termination Event;  Borrower Floating Chargesmeans together
the Principal Borrower Floating Charge and each Alternative Borrower Floating
Charge, and Borrower Floating Charge means any
of them;  Borrower Novationmeans a
borrower novation agreement entered into in connection with a Lease for an
Aircraft and/or the Loan Agreement for that Aircraft, in form and substance
acceptable to AerVenture and the Security Trustee (each acting reasonably);  Borrower Share Chargesmeans together
the Principal Borrower Share Charge and each Alternative Borrower Share Charge,
and Borrower Share Charge means any of
them;  89


Borrower Termination Eventmeans, in
respect of an Aircraft, any of the following events and circumstances:  (a)any Borrower fails to pay
any amount due from it and for which (as a result of the application of clause
22) it is personally liable under any Transaction Document for that Aircraft in
the currency and in the manner stipulated in that Transaction Document within
three (3) Banking Days of the due date therefor (if that amount is a scheduled
amount) or within five (5) Banking Days of the due date in all other
circumstances;  (b)any Borrower knowingly
creates (or consents to the creation of) any Lien, other than any Permitted
Lien, over or with respect to that Aircraft, or sells, transfers or otherwise
disposes of, or purports to sell, transfer or otherwise dispose of, that
Aircraft, other than, in each case, as expressly permitted by the terms of the
Transaction Documents;  (c)any Borrower fails to
observe or perform in any material respect any of its obligations under any of
the Transaction Documents for that Aircraft (other than the obligations
mentioned in the other paragraphs of this definition) for a period of thirty
(30) days after notice thereof from the Security Trustee;  (d)any representation or
warranty made by a Borrower in clauses 4.1.15, 4.1.16 or 4.1.17 is, or proves
to have been, incorrect and, as a consequence of such incorrectness (i) a
deduction or withholding is required to be made in respect of any payment due
by the relevant Borrower under the Transaction Documents and the relevant
Borrower does not comply with its obligations under clause 4.8 of the ECA Loan
Agreement to which it is party or (ii) a Tax is levied or incurred which
is not paid by the relevant Borrower in accordance with the Transaction
Documents or in respect of which the ECA Finance Parties are not indemnified to
the extent required by the Transaction Documents;  (e)any representation or
warranty (other than those outlined in sub-paragraph (d) immediately
above) made by any Borrower in any of the Transaction Documents for that
Aircraft or in any certificate provided by a Borrower under Schedule 10 or
clause 9 is or proves to have been incorrect in any material respect when made
and the circumstances giving rise to that incorrectness are not remedied within
thirty (30) days after that Borrower receives notice of that incorrectness from
the Security Trustee;  (f)any Insolvency Event occurs
in relation to any Borrower which is a party to a Transaction Document for that
Aircraft;  (g)any Borrower which is a
party to a Transaction Document for that Aircraft repudiates or disclaims all
or any of their respective obligations and liabilities under any Transaction
Document for that Aircraft or evidences in writing an intention to do the same;  Borrower Trusteesmeans together
the Trustee and each Alternative Borrower Trustee, and Borrower
Trustee means any of them;  Borrowers Lienmeans, in
respect of an Aircraft, any Lien created by or through the Borrower which is
the owner of that Aircraft over that Aircraft, any of its Engines or any of its
Parts or exercised, asserted or claimed against that Aircraft, any of its
Engines or any of its Parts in respect of a debt, liability or other obligation
(whether financial or otherwise) of the Borrower, other than  90


(a)a debt, liability or other
obligation imposed on the Borrower as purchaser of that Aircraft pursuant to
the Purchase Documents for that Aircraft or arising from the operation,
maintenance, insurance, repair and storage of that Aircraft, any of its Engines
or any of its Parts by any Lessee, any Sub-Lessee or any Sub-Sub-Lessee;  (b)any Lien over that Aircraft
created pursuant to any of the Transaction Documents; or  (c)any Lien over that Aircraft
arising by Applicable Law where that Lien does not arise as a result of an act
or omission of the Borrower unless that act or omission is permitted or
required by the Transaction Documents or arises as a result of a breach by
either (i) any AerCap Obligor of its obligations under the Transaction
Documents, or (ii) any Sub-Lessee or Sub-Sub-Lessee of its obligations
under any Sub-Lease or Sub-Sub-Lease;  Borrowersmeans together
the Principal Borrower and each Alternative Borrower, and Borrower
means any of them;  Break Costsmeans (as a
result of a prepayment of a Loan, any delayed Delivery or Delivery not
occurring, any payments under a Support Agreement following an Event of
Default, or any other circumstances provided in a Transaction Document) either:  (a)prior to a Conversion, such
amounts as a Lender or the ECA Agent (on its own behalf or on behalf of the ECA
Lenders) may certify as necessary to compensate it or any other ECA Finance
Party for Losses incurred in terminating swaps, interest make-up or other
arrangements from or with other persons (including any of the Export Credit
Agencies or any other party to any of the Transaction Documents) or employing
deposits, in each case, acquired or entered into to effect or maintain all or
any part of its share of the relevant Loan or, in the case of COFACE, entered
into pursuant to, or in connection with, its Support Agreement but, in the case
of a Lender (and not an Export Credit Agency) in respect of Losses as a result
of prepayments only, not in excess of the amount (if any) by which:  (i)the interest which that
Lender should have received for the period from the date of receipt of the
relevant amount prepaid of its participation in a Loan to the last day of the current
Interest Period in respect of that Loan, had the principal amount received been
paid on the last day of that Interest Period  exceeds  (ii)the amount which that Lender
is able to obtain by placing an amount equal to that relevant amount on deposit
with a leading bank in the London interbank market for a period starting on the
Business Day following actual receipt or recovery and ending on the last day of
the current Interest Period; or  (b)following a Conversion, such
amounts which:  (i)in the case of COFACE, it
certifies are Losses suffered or incurred by it as a result;  (ii)in the case of any Lender,
or the ECA Agent, it certifies will compensate it for Losses incurred in
terminating the relevant Interest Rate Swap but in any event not in excess of
the amount which would be the Close-out Amount (if positive) determined under
(and as defined in) an ISDA 2002 Master Agreement (the ISDA  91


Agreement) as if the relevant Lender were the
Determining Party (as defined in the ISDA Agreement) and the Terminated
Transaction (as defined in the ISDA Agreement) were an interest rate swap
transaction beginning on the Conversion Date and ending on the Final ECA
Repayment Date in respect of the relevant Loan Agreement, pursuant to which
that Lender is obliged, on each relevant ECA Repayment Date falling after the
Conversion Date, to pay fixed amounts to the swap counterparty equal to the
interest payable under the relevant Loan Agreement at the Fixed Rate and receive
floating amounts from such swap counterparty equal to LIBOR by reference to
principal amounts equal to the amount prepaid or to be prepaid to such Lender;  Buyer Furnished Equipmentmeans, in
respect of an Aircraft, the buyer furnished equipment relating to that Aircraft
supplied to the Seller or Airbus (if not the Seller) on or prior to the
Purchase Date for that Aircraft;  Cape Town Conventionmeans the
Convention on International Interests in Mobile Equipment (the Convention) and the Protocol to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment (the Protocol), both signed in Cape
Town, South Africa on the 16 November 2001, together with any protocols,
regulations, rules, orders, agreements, instruments, amendments, supplements,
revisions or otherwise that have or will be subsequently made in connection
with the Convention and/or the Protocol by the Supervisory Authority (as
defined in the Protocol), the International Registry or Registrar (as defined
in the Convention) or an appropriate registry authority (as defined in the
Protocol) or any other international or national body or authority and
references to any Articles of the Cape Town Convention refer to the English
language version of the Consolidated Text of the Cape Town Convention and the
Aircraft Protocol attached to Resolution No. 1 of the Final Act of the
Diplomatic Conference to adopt the Cape Town Convention and Aircraft Protocol;  Capital Adequacy Requirementmeans the
introduction of, change in, or change in the interpretation of, any law or
regulation relating to capital adequacy, liquidity and/or reserve assets
applicable to a Lender, including one which makes any change to, or is based on
any alteration in, the interpretation of the Basle Paper and/or the Basle II
Paper or which increases the amounts of capital required thereunder, other
than, with respect to any Lender, a request or requirement made by way of
implementation of the Basle Paper and/or the Basle II Paper and/or any other
law or regulation relating to capital adequacy, liquidity and/or reserve assets
in the manner in which it is being implemented as at the Signing Date by the
applicable regulatory authority or authorities;  Cash Collateral Accountmeans, in respect of an Aircraft, the Dollar account so designated held
by the Lessee of that Aircraft with the Cash Collateral Account Bank for that
Aircraft, and includes any redesignation and sub-accounts thereof;  Cash Collateral Account Bankmeans, in respect of an Aircraft, Calyon (Paris head office) or such
other bank or financial institution as may be agreed between AerVenture and the
Security Trustee (acting on the instructions of the ECA Agent which, in turn,
is acting on the instructions of all of the ECA Lenders) and includes its
successors in title;  Cash Collateral Account Chargemeans, in respect of an Aircraft, the charge, pledge or other Lien over
the Cash Collateral Account for that Aircraft in form and substance reasonably
satisfactory to the Security Trustee (acting on the instructions of the ECA
Agent  92


which,
in turn, is acting on the instructions of all of the ECA Lenders) granted
(where required by the terms of this Agreement) by the Lessee in favour of:  (a)where that Lessee is the
lessee under the Intermediate Lease for that Aircraft, the other Lessee which
is the lessor under that Intermediate Lease; or  (b)otherwise, the Borrower
which is the lessor under the Lease for that Aircraft,  together with (A) an
acknowledgment of the Cash Collateral Account Bank thereto which shall confirm
(without limitation) that only the Security Trustee shall be entitled to
withdraw or transfer monies from that Cash Collateral Account (or direct the
same) and that it waives all rights of set off in relation to monies from time
to time standing to the credit of that Cash Collateral Account and (B) in
the event that paragraph (a) above applies, a lessee assignment (in
substantially the same form as the Lessee Assignments) in respect of such Cash
Collateral Account Charge in favour of the relevant Borrower and, in the event
that paragraph (a) or (b) above applies, a security assignment (in
substantially the same form as the Security Assignments) in respect of such
Cash Collateral Account Charge in favour of the Security Trustee;  Centre of Main Interestsmeans the centre
of main interests of an Obligor for the purposes of Council Regulation (EC) No. 1346/2000
of 29 May 2000;  Certified Copymeans, in
relation to a document, a copy of that document bearing the endorsement Certified
a true, complete and accurate copy of the original, which has not been amended
otherwise than by a document, a Certified Copy of which is attached hereto,
which has been signed and dated by a person duly authorised by the relevant
entity and which complies with that endorsement;  CFO Certificatemeans a
certificate issued by the chief financial officer for the time being of AerCap
Holdings which confirms, by reference to the relevant financial ratios and
components thereof, whether or not a Trigger Event had occurred and was
continuing as at the immediately preceding Testing Date;  Change in Lawmeans, in each
case after the Signing Date:  (a)the introduction, abolition,
withdrawal or variation of any Applicable Law, regulation, practice or
concession or official directive, ruling, request, notice, guideline, statement
of policy or practice statement by the Bank of England, the Banque de France,
the Deutsche Bundesbank, the United States Federal Reserve, the European Union,
the European Central Bank or any central bank, tax, fiscal, governmental,
international, national or other competent authority or agency (whether or not
having the force of law but in respect of which compliance by banks or other financial
institutions in the relevant jurisdiction is generally considered to be
mandatory); or  (b)any change in any
interpretation after the Signing Date of any Applicable Law by any Government
Entity, tribunal, revenue, international, national, fiscal or other competent
authority;  COFACEmeans the
Export Credit Agency of the French Republic, represented by Compagnie Française
dAssurance pour le Commerce Extérieur;  93


Comfort Lettersmeans together
the Initial Comfort Letter and each Alternative Borrower Comfort Letter, and Comfort Letter means any of them;  Compulsory Acquisitionmeans, in
respect of an Aircraft or an Engine, requisition of title or other compulsory
acquisition of title (but excluding requisition for use or hire) of that
Aircraft or Engine (as the case may be) by a Government Entity;  Consent and Agreementin respect of
an Aircraft, has the meaning given to it in the Airbus Purchase Agreement
Assignment (if any) in relation to that Aircraft;  Contributionmeans (i) in
relation to an ECA Lender and an ECA Loan, the principal amount of that ECA
Loan owing to that ECA Lender at any relevant time;  Conversionmeans, in
respect of the ECA Loans, the conversion of the rate of interest payable on such
ECA Loans to a fixed rate of interest from a floating rate of interest pursuant
to clause 4.2 (Fixed rate option) of any ECA
Loan Agreement;  Conversion Datehas the
meaning given to it in clause 4.2 (Fixed rate option)
of the ECA Loan Agreement;  Damage Notification Thresholdmeans, in
respect of an Aircraft, two million Dollars ($2,000,000). Notwithstanding the foregoing, each of AerVenture and the Security
Trustee agree that if they are aware of prolonged periods of double digit
year-on-year inflation in Dollars, both acting in good faith, they may agree to
escalate the threshold amount;  Declarations of Trustmeans together
the Principal Declaration of Trust and each Alternative Declaration of Trust,
and Declaration of Trust means any of them;  Default Interest Periodmeans, in
respect of an Unpaid Amount, each period (not exceeding six (6) months) as
the relevant Agent or, in the case of clause 8.3 of any Lease, the relevant
Borrower selects in its absolute discretion, the first such period commencing
on the date on which the Unpaid Amount was due and each subsequent period
commencing on the last day of the preceding period for so long as the relevant
default continues;  Default Ratemeans, in
respect of an Unpaid Amount and any relevant period, the rate equal to either:  (a)the aggregate of (i) two
per cent. (2%) per annum and (ii) the applicable Margin, and (iii) (if
that Unpaid Amount is due in Dollars) LIBOR for that period or (if that Unpaid
Amount is due in another currency) the cost of funds of the relevant unpaid ECA
Finance Party for that period in the London interbank market; or  (b)at any time following a
Conversion Date, the aggregate of (i) two per cent. (2%) per annum; (ii) the
applicable Margin, and (iii) the applicable Fixed Rate for that ECA Loan,  Delivery Datemeans, in
respect of an Aircraft, the Aircraft Delivery Date as defined in the Lease for
that Aircraft;  Deregistration Power of Attorneymeans, in
respect of an Aircraft, each deregistration power of attorney issued by the relevant
Sub-Lessee or Sub-Sub-Lessee in favour of the Lessee of that Aircraft in a form
approved by the Security Trustee acting reasonably, and  94


includes any deed of
substitution in respect of any such deregistration power of attorney executed
in favour of the Security Trustee;  Dollarsand $ means the lawful currency for the time being of the United
States of America.  Dutch Documentsmeans together each Dutch
Supplemental Pledge (Lessee Assignment), and each Dutch Supplemental Pledge
(Security Assignment);  Dutch Supplemental Pledge (Lessee
Assignment)means, in relation to any Lessee, the Dutch
supplemental pledge to Lessee Assignment entered or to be entered into between
that Lessee as pledgor and the relevant Borrower as pledgee;  Dutch Supplemental Pledge
(Security Assignment)means, in relation to any Borrower, the
Dutch supplemental pledge to Security Assignment entered or to be entered into
between that Borrower as pledgor and repledgor and the Security Trustee as
pledgee and repledgee;  EASAmeans theEuropean Aviation Safety Agency and any other
organisation or authority that, under the laws of the European Union, shall
from time to time have jurisdiction over, amongst other things, aircraft
airworthiness standards for the European Union;  EC Treatymeans the
Treaty establishing the European Community (signed in Rome on 25 March, 1957),
as amended by the Treaty on European Union (signed in Maastricht on 7 February,
1992) and as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 October 1997);  ECA Acceleration Notice, in respect of
an ECA Loan, has the meaning ascribed to it in clause 7 of the ECA Loan
Agreement in respect of that ECA Loan;  ECA Agentmeans Calyon,
asociété anonyme established under the
laws of France with a capital social
of 6,055,504,839 Euros, whose registered office is at 9 Quai du President Paul
Doumer, 92920 Paris La Defense Cedex, France in its capacity as agent for the
ECA Lenders, together with its successors, permitted assignees and permitted
transferees;  ECA Availability Periodmeans the
period from the Signing Date up to and including 31 August 2011 or such
later date as the parties hereto may agree, subject to earlier termination as
provided for herein;  ECA Broken Funding Gainsin respect of
an ECA Loan, shall have the meaning given to that term in clause 9.2.3 of the
ECA Loan Agreement in respect of that ECA Loan;  ECA Commitmentmeans, in
relation to a Lender and an Aircraft at any time prior to the drawdown of the
ECA Loan for that Aircraft, that Lenders ECA Portion of (i) the Maximum
Aircraft Amount for that Aircraft, plus (ii) the Qualifying ECA Premium
referred to in paragraph (a) of the definition thereof for that ECA Loan
in each case, as specified in Schedule 2 to the ECA Loan Agreement for that
Aircraft and/or any Transfer Certificate, in each case, as the same may be
reduced or increased pursuant to any Transfer Certificate and/or further
reduced or cancelled pursuant to the terms of the Transaction Documents;  ECA Drawdown Datemeans, in
respect of an ECA Loan, the date specified as such in the ECA Drawdown Notice
issued pursuant to clause 3.1 of the relevant ECA Loan Agreement or such other
date as the parties may agree;  95


ECA Drawdown Noticemeans, in
respect of an ECA Loan, a notice in the form of Schedule 3 to the ECA Loan
Agreement for that ECA Loan;  ECA Facilitymeans the term
loan facility made available by the ECA Lenders to the Borrowers pursuant to
clause 2.1;  ECA Facility Amountmeans eight
hundred and forty five million six hundred thousand Dollars ($845,600,000.00)
plus the ECA Premium;  ECA Finance Partiesmeans together
the ECA Lenders and the ECA Representatives, and ECA Finance
Party means any of them;  ECA Indemniteemeans each of
the ECA Agent, the Security Trustee and each ECA Lender, together with their
respective officers, directors, agents, employees, successors and permitted
assignees and transferees;  ECA Interest Periodmeans, in
respect of an ECA Loan, each period commencing from (and including) the ECA
Drawdown Date in respect of that ECA Loan or (as the case may be) an ECA
Repayment Date in respect of that ECA Loan to (but excluding) the next
succeeding ECA Repayment Date in respect of that ECA Loan;  ECA Lender Accession Deedmeans a deed
of accession to be entered into by a bank or financial institution which wishes
to accede to this Agreement as an ECA Lender in the form from time to time
agreed between AerVenture and the ECA Agent (acting upon the instructions of
all of the ECA Lenders);  ECA Lendersmeans:  (a)in relation to an Aircraft,
together the banks and financial institutions listed in Part I of Schedule
2 and any bank or financial institution which is approved by COFACE which, from
time to time, accedes to this Agreement pursuant to an ECA Lender Accession
Deed (an Acceding ECA Lender),
together with their successors, permitted assigns and permitted transferees in
relation to that Aircraft; and  (b)generally, together the
banks and financial institutions listed in Part I of Schedule 2 and each
Acceding ECA Lender, together with their successors, permitted assigns and
permitted transferees,  and an ECA Lender
shall mean any of them;  ECA Loanmeans the
principal amount of the borrowing under an ECA Loan Agreement or, as the
context may require, the principal amount of that borrowing for the time being
outstanding;  ECA Loan Agreementmeans, in
respect of an Aircraft or an ECA Loan, the ECA loan agreement relating thereto
entered or to be entered into between the relevant Borrower, the ECA Agent (for
itself and as agent for the ECA Lenders) and the Security Trustee,
substantially in the form set out in Schedule 6;  ECA Loan Amountin respect of
an ECA Loan, shall have the meaning given to that term in clause 2.1 of the ECA
Loan Agreement for that ECA Loan;  96


ECA Marginmeans, in respect of each
Aircraft the ECA Margin for that Aircraft (as defined in the ECA Loan Agreement
for that Aircraft);  ECA Portionmeans, in
respect of any ECA Lender and any Aircraft, the percentage specified opposite
that ECA Lender in the relevant part of Schedule 2 to the ECA Loan
Agreement for that Aircraft and/or any Transfer Certificate, in each case, as
the same may be reduced or increased pursuant to any Transfer Certificate
and/or further reduced or cancelled pursuant to the terms of the Transaction
Documents;  ECA Premiummeans the fee
which is payable to COFACE in consideration for COFACE guaranteeing, insuring
or otherwise covering the relevant participation of the ECA Lenders in that ECA
Loan;  ECA Repayment Datemeans, in
respect of an ECA Loan:  (a)the third Reference Date
occurring after the ECA Drawdown Date in respect of that ECA Loan;  (b)each subsequent Reference
Date occurring at three (3) monthly intervals thereafter prior to the
Final ECA Repayment Date in respect of that ECA Loan; and  (c)the Final ECA Repayment Date
in respect of that ECA Loan,  in each case, as or to be
(as the case may be) set forth in column (1) of Schedule 1 to the ECA Loan
Agreement in respect of that ECA Loan, provided that if any such date is not a
Banking Day, the relevant ECA Repayment Date shall instead be the next
succeeding Banking Day, unless that next succeeding Banking Day falls in the
next calendar month, in which case, it shall be the immediately preceding
Banking Day;  ECA Repayment Instalmentmeans, in
respect of an ECA Loan and an ECA Repayment Date, the principal amount due and
payable on that ECA Repayment Date, as determined in accordance with clause 4.1
of the ECA Loan Agreement in respect of that ECA Loan and as set out in
Schedule 1 to that ECA Loan Agreement, together with interest thereon payable
pursuant to clause 4.3 of that ECA Loan Agreement;  ECA Representativesmeans together
the ECA Agent and the Security Trustee and ECA Representative
means any of them;  ECA Termination Amountmeans, in
respect of an ECA Loan, the amount required to be paid on the prepayment or
acceleration of that ECA Loan being the aggregate of:  (a)the unpaid principal balance
of that ECA Loan at the relevant time;  (b)all interest which has
accrued in respect of that ECA Loan to the date of that prepayment or
acceleration and remains unpaid;  (c)all (if any) amounts due
pursuant to clauses 9.2 and 9.3 of the ECA Loan Agreement in respect of that
ECA Loan; and  (d)any other amounts due and
payable with respect to that ECA Loan by any relevant Obligor under any
Transaction Document which shall remain unpaid;  97


ECA Utilisation Block Eventmeans any
event described as such which AerVenture and the ECA Agent have agreed in
writing may, if the same has occurred and is continuing, result in the relevant
Borrower being unable to borrow an ECA Loan;  ECA Utilisation Documentationmeans, in
respect of an Aircraft and its ECA Loan:  (a)the ECA Loan Agreement for
that Aircraft;  (b)the ECA Utilisation Notice
for that Aircraft;  (c)the Purchase Documents for
that Aircraft;  (d)the Lease for that Aircraft;  (e)the Lessee Assignment for
that Aircraft;  (f)the Acceptance Certificate
for that Aircraft;  (g)the Mortgage (if any) for
that Aircraft;  (h)the English Law Mortgage for
that Aircraft and (if applicable) the related English Law Mortgage Letter;  (i)the Airframe Warranties
Agreement for that Aircraft;  (j)the Engine Warranties
Agreement for that Aircraft;  (k)the
Sub-Lease Account Chargefor that Aircraft; and  (l)where an Alternative Obligor
is involved in the ownership and/or leasing structure for that Aircraft, all
documents required in relation thereto pursuant to clause 7;  ECA Utilisation Noticemeans any
notice given by AerVenture pursuant to clause 3.1 and substantially in the form
of Schedule 4;  ECGDmeans Her
Britannic Majestys Secretary of State acting by the Export Credits Guarantee
Department;  Engineor Engines means, in respect of an Aircraft:  (a)each of the engines
identified in Schedule 1 to the Lease for that Aircraft whether or not
from time to time installed on the Airframe or any other airframe unless and
until title thereto is transferred to the relevant Lessee or its designee
pursuant to clause 11.5.3 of that Lease; or  (b)any replacement Engine
substituted therefor which becomes the property of the relevant Borrower
including, if applicable, any other Engine which may from time to time be
installed upon or attached to the Airframe and which becomes the property of
the relevant Borrower; or  (c)insofar as the same belong
to the relevant Borrower, any and all Parts and Replacement Parts of whatever
nature from time to time relating to an engine referred to in (a) and (b) above,
whether or not installed on or attached to that engine;  98


Engine Manufacturermeans either
CFM International, S.A. or IAE International Aero Engines AG and, in each case,
its successors and permitted assigns;  Engine Warrantiesmeans, in
respect of the Engines relating to an Aircraft, the warranties granted by the
applicable Engine Manufacturer under the Engine Warranties Agreement for that
Aircraft;  Engine Warranties Agreementmeans, in
respect of an Aircraft, the engines warranties agreement relating to that
Aircraft entered or to be entered into on or prior to the Delivery Date for
that Aircraft between, amongst others, the relevant Engine Manufacturer,
AerVenture, the relevant Borrower, the relevant Sub-Lessee and the Security
Trustee which shall be in the agreed form or otherwise in form and substance reasonably
satisfactory to the Security Trustee;  English Law Mortgagemeans, in
respect of an Aircraft, the mortgage subject to English law for that Aircraft
to be entered into between the relevant Borrower and the Security Trustee which
shall be in the agreed form or otherwise in form and substance reasonably
satisfactory to the Security Trustee;  English Law Mortgage Lettermeans, in
respect of any English Law Mortgage, a letter in the form of Schedule 12
duly executed by the Borrower which owns the Aircraft to which that English Law
Mortgage relates and the Lessee of that Aircraft;  Euler
Hermesmeans Euler Hermes
Kreditversicherungs-AG;  Excluded Taxesmeans:  (a)any Tax, other than any Tax
which is imposed by way of deduction or withholding from a payment, which is
imposed on or suffered by the affected ECA Finance Party or payable to the
affected ECA Finance Party with respect to, or measured by, the income or
capital gain of the affected ECA Finance Party imposed by:  (i)the jurisdiction of its
Lending Office, unless it is imposed or suffered in consequence of any failure
by any other party to any Transaction Document to perform any of its
obligations thereunder; or  (ii)any other jurisdiction,
other than the Cayman Islands, the Netherlands, Ireland and any other
jurisdiction in which any Obligor has its State of Incorporation from time to
time, unless such Tax is imposed or suffered in consequence of (A) a
failure by any party to the Transaction Documents to perform its obligations
thereunder, (B) any of the matters referred to in clause 9.1.1 of any Loan
Agreement, (C) any other connection between any Obligor and such
jurisdiction, and/or (D) any payment by any Obligor under the Transaction
Documents being made from, within or through such jurisdiction; or  (b)any Tax which would not have
arisen but for the existence of any ECA Finance Party Lien created by or
through the affected Finance Party; or  (c)any Tax to the extent that
that Tax would not have been imposed or suffered, or otherwise would not have
arisen, but for any breach by the affected ECA Finance Party of any of its
express obligations under any of the Transaction Documents (but excluding  99


any breach in consequence of a failure by any other
party to a Transaction Document to perform any of its obligations thereunder);
or  (d)any Tax to the extent that
that Tax would not have been imposed or suffered but for any misrepresentation
made by the affected ECA Finance Party under any of the Transaction Documents
to which it is a party (but excluding any breach in consequence of a failure by
any other party to a Transaction Document to perform any of its obligations
thereunder); or  (e)any Tax which would not have
been imposed or suffered but for a reasonably avoidable delay or failure by the
affected ECA Finance Party in filing tax computations or returns, or in paying
any Tax, which:  (i)it is required by Applicable
Law of the jurisdiction of its Lending Office to file or, as applicable, pay;
or  (ii)it is required by any other
Applicable Law to file or, as applicable, pay and:  (A)AerVenture (acting
reasonably) has requested the affected ECA Finance Party to make that filing
or, as applicable, pay that Tax, and  (B)in the case of the payment
of a Tax, other than a Tax which is an Excluded Tax pursuant to the other
provisions of this definition, there has been advanced to the affected ECA
Finance Party sufficient funds to enable it to pay the Tax in full; or  (f)any Tax which arises solely
from an act or omission which constitutes gross negligence or wilful default by
the affected ECA Finance Party; or  (g)in relation to clause 9.1 of
any Loan Agreement, a Tax attributable to an act, matter, circumstance or thing
done, arising or occurring after the date on which title to the relevant
Aircraft shall have been transferred to the relevant Lessee under the Lease for
that Aircraft (such date being herein referred to as the Compliance
Date), but only to the extent not attributable, in whole or in part,
to circumstances, acts, omissions, incidents or events occurring on or before
the Compliance Date;  Existing Aircraftshall have the
meaning given to that term in clause 10.7.1;  Expensesmeans all and
any fees, costs and expenses (and, in the case of the expenses of the
Representatives under paragraphs (c), (d) and (h) below, including
(but otherwise excluding) all reasonable expenses referable to the cost of
management time), reasonably and properly incurred:  (a)by the Security Trustee and
every agent or other person appointed by the Security Trustee in connection
with its appointment under this Agreement in the execution or exercise or bona fidepurported execution or exercise of the trusts,
rights, powers, authorities and duties created or conferred by or pursuant to
the Transaction Documents or in respect of any action taken or omitted by the
Security Trustee or any such agent or other person under the Transaction
Documents or otherwise in relation to the Trust Property, in each case, in a manner
consistent with the rights and interests of the ECA Finance Parties under the
Transaction Documents, unless they result from the Security  100


Trustees or (as applicable) such other agents or
persons own gross negligence or wilful misconduct;  (b)by the ECA Agent in the
execution or exercise or bona fidepurported
execution or exercise of the rights, powers, authorities and duties created or
conferred by or pursuant to the Transaction Documents or in respect of any
action taken or omitted by any Agent under the Transaction Documents, in each
case, in a manner consistent with the rights and interests of the ECA Finance
Parties under the Transaction Documents, including (without limitation) as a
result of investigating any event which it reasonably believes is a Termination
Event or Relevant Event or acting or relying on any notice, request or
instruction which it reasonably believes to be genuine, correct and
appropriately authorised, unless they result from that Agents own gross
negligence or wilful misconduct;  (c)by any of the ECA Finance
Parties or COFACE in contemplation of, or otherwise in connection with, the
enforcement or attempted enforcement of, or the preservation or attempted
preservation of any rights under, any of the Transaction Documents after the
occurrence of a Lease Termination Event which is then continuing;  (d)by any of the ECA Finance
Parties or COFACE in preventing or attempting to prevent the arrest,
confiscation, seizure, taking in execution, impounding, forfeiture or detention
of any of the Aircraft or in securing the release of any of the Aircraft from
arrest, confiscation, seizure, taking in execution, impounding, forfeiture or
detention;  (e)by any of the ECA Finance
Parties or COFACE in connection with the negotiation, preparation and execution
of each of the Transaction Documents and the delivery of the Aircraft, subject
to (where applicable) agreed caps;  (f)by any of the ECA Finance
Parties or COFACE in connection with the consideration, review and
implementation of any new ownership and leasing structure or the accession of
any Alternative Obligor pursuant to clause 7;  (g)by any of the ECA Finance
Parties or COFACE in connection with the implementation of any Sub-Lease and/or
Sub-Sub-Lease in accordance with the requirements of this Agreement;  (h)by any of the ECA Finance
Parties or COFACE in connection with any other variation, amendment,
supplement, restructuring or novation of, or the granting of any release, waiver
or consent in connection with, any of the Transaction Documents, in each case,
if requested by a AerCap Obligor,  together with, in each case,
any applicable Value Added Tax thereon, and provided always that, if no Lease
Termination Event has at the relevant time occurred and is then continuing, or
to do so would or might reasonably be expected to result in the rights, title
and interests of the ECA Finance Parties and the Borrowers (or any of them) in
and to the Aircraft and/or under any Transaction Document being materially
adversely affected, based on advice received by the Security Trustee and shared
with AerVenture from reputable legal counsel in the relevant jurisdictions, the
person incurring the fee, cost or expense shall first consult in good faith
with AerVenture in relation thereto and provide an estimate of the amount of
the relevant fee, cost or expense;  101


Export Credit Agenciesmeans together
COFACE, ECGD and EULER HERMES, and Export Credit Agency
means any of them;  FAAmeans the
Federal Aviation Administration (or its successor) of the United States of
America;  Fees Lettersmeans the
various letters dated on or about the Signing Date between, inter alia,  the Principal Borrower, AerVenture and Calyon
in relation to fees;  Final Dispositionmeans, in
respect of an Aircraft and following the enforcement of rights under the
Security Documents:  (a)the sale against immediate
payment in cash or for other consideration, whether through an agent on or
otherwise, of any right, title and interest in and to that Aircraft (including,
without limitation, a sale to the relevant Lessee, AerVenture and/or any other
person other than to a Borrower and whether pursuant to the terms of the
relevant Lease or otherwise howsoever); or  (b)completion by delivery of
that Aircraft to the purchaser or lessee (as the case may be) of a sale, lease
or other disposition, pursuant to a conditional sale, hire purchase, full
pay-out finance lease or other arrangement providing for the payment in full of
the purchase price of that Aircraft over an agreed period of time and involving
the retention of title to, or a security or similar interest in, that Aircraft;  Final Disposition Proceedsmeans, in
respect of an Aircraft, the aggregate amount of:  (a)all consideration (whether
cash or otherwise) received and retained by or on behalf of any Obligor or any
Secured Party as a result of the Final Disposition of that Aircraft;  (b)any cash (including any
non-refundable deposits) received and retained as a result of the sale or
proposed sale by any Obligor or any Secured Party of any right, title and
interest in and to any agreement for the Final Disposition of that Aircraft in
a manner contemplated by paragraph (b) of the definition of Final
Disposition or any non-cash consideration received by any of them as a result
of the Final Disposition of that Aircraft or, where the Final Disposition provides
for the payment in full of the purchase price of that Aircraft over an agreed
period of time, all cash receipts in respect of that Final Disposition;  Final ECA Repayment Datemeans in
respect of any ECA Loan, the twelfth (12th) or tenth (10th) anniversary of the
Purchase Date for the Aircraft to which that ECA Loan relates or such earlier
date as may be agreed between AerVenture and the ECA Agent, as specified in the
ECA Loan Agreement for that ECA Loan, provided that if such date is not a
Banking Day, the Final ECA Repayment Date shall instead be the next succeeding
Banking Day, unless that next succeeding Banking Day falls in the next calendar
month, in which case, it shall be the immediately preceding Banking Day;  Finance Party Lienmeans any Lien
over an Aircraft or any part thereof:  (a)created by an act or
omission of an ECA Finance Party, in each case, in breach of its express
obligations under the terms of the Transaction Documents; or  102


(b)exercised against that
Aircraft or any part thereof as a direct result of a debt, liability or other
obligation (financial or otherwise) owed by an ECA Finance Party other than:  (i)a debt, liability or
obligation arising from the possession, use or operation of the Aircraft by a
Lessee, any Sub-Lessee or any Sub-Sub-Lessee; or  (ii)for which an ECA Finance
Party is entitled to be indemnified pursuant to the terms of the Transaction
Documents and the ECA Finance Party shall not have received the corresponding
amount;  Financial
Indebtednessmeans any indebtedness for
or in respect of:  (a)moneys
borrowed;  (b)any amount raised by
acceptance under any acceptance credit facility;  (c)any amount raised pursuant
to any note purchase facility or the issue of bonds, notes, debentures, loan
stock or any similar instrument;  (d)the amount of any liability
in respect of any lease or hire purchase contract which would, in accordance
with GAAP, be treated as a finance or capital lease;  (e)receivables sold or
discounted (other than any receivables to the extent they are sold on a
non-recourse basis);  (f)any amount
raised under any other transaction (including any forward sale or Airbus
Purchase Agreement) having the commercial effect of a borrowing;  (g)any derivative transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price (and, when calculating
the value of any individual derivative transaction, only the marked to market
value of that derivative transaction shall be taken into account);  (h)any
counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a
bank or financial institution; and  (i)the amount of any liability
in respect of any guarantee or indemnity for any of the items referred to in
paragraphs (a) to and including (h) above,  but excluding (in each case):  (i)Subordinated Debt; and  (ii)any counter-indemnity obligation of the nature
referred to in paragraph (h) above and/or any derivative transaction
referred to in paragraph (g) above, in each case, where all obligations
and liabilities under the corresponding instrument are fully
cash-collateralised;  Fixed Ratemeans, with
respect to the ECA Loans, the per annum rate of interest determined by the ECA
Agent to be that quoted by the ECA Agent or, with such Agents consent, an ECA  103


Lender at or about 9.00 a.m.
(New York time) on a date falling two (2) Banking Days prior to the
Conversion Date as the offered fixed rate for Interest Rate Swaps;  Government Entitymeans (i) any
national, state or local government, (ii) any board, commission,
department, division, courts or agency or political sub-division thereof,
howsoever constituted, and (iii) any association, organisation or
institution (international or otherwise) of which any entity mentioned in (i) or
(ii) above is a member or to whose jurisdiction it is subject or in whose
activities it is a participant;  Guaranteesmeans, together, the AerCap Holdings Guarantee and the AerVenture
Guarantee andGuaranteemeans each or either of them;  Habitual Basemeans each
country in which the Aircraft is based from time to time in accordance with
paragraph 1 of Schedule 7;  Heavy Maintenance Checkmeans a 4C/5Y
check or 8C/10Y check, as the case may be, or equivalent zonal/structural
checks;  Holding Companymeans, in
relation to any person, any other person in respect of which it is a
Subsidiary;  Home Countriesmeans the
United Kingdom, the French Republic and Germany, and Home Country
shall mean any of them;  Home Country Aircraftmeans any
Aircraft which is leased, on the Delivery Date for that Aircraft or at any time
during the first two years following that Delivery Date, to an Operator Lessee
incorporated in a Home Country. For the avoidance of doubt, once an Aircraft
has become a Home Country Aircraft in accordance with the above test, it shall
remain a Home Country Aircraft for the purposes of the calculation referred to
in clause 6.3.1 until the second anniversary of the Delivery Date for that
Aircraft;  Hull Additional Insuredshas the
meaning specified in paragraph 10(c)(i) of Schedule 7;  IATAmeans the
International Air Transport Association;  IDERAmeans an
irrevocable de-registration and export request authorisation substantially in
the form of Schedule 5;  Indemniteesmeans the ECA
Indemnitees and the Borrowers, and Indemnitee
means any of them;  Initial Administration Agreementmeans, in
respect of the Principal Borrower and any Alternative Borrower managed by the
Initial Manager, the agreement entitled Corporate Services Agreement dated on
or about the Signing Date and made between the Initial Manager, the Principal
Borrower, the Security Trustee, and AerVenture;  Initial Comfort Lettermeans, in
respect of the Initial Manager, the letter dated on or about the Signing Date
and issued by Walkers in favour of the Security Trustee, and AerVenture;  Initial Managermeans Walkers
SPV Limited, in its capacity as manager of the Principal Borrower;  104


Insolvency Eventmeans, in
relation to any person, any of the following (whether or not on a temporary
basis):  (a)any encumbrancer takes
possession of, or a trustee, examiner, liquidator, administrator, receiver,
custodian or similar officer is appointed in respect of, that person or all or
substantially all of the business or assets of that person unless that person
shall have obtained a stay of execution in respect thereof and the release of
any property subjected thereto (i) within thirty (30) days, or (ii) if
in the meantime an appeal is being presented in good faith (and for the payment
of which adequate funds are available, or, when required in order to pursue
such proceedings, an adequate bond has been provided), sixty (60) days, so long
as there are no reasonably grounds to believe that that possession or
appointment involves any material likelihood of the sale, forfeiture or loss of
the Airframe, any Engine or any Part or any interest therein;  (b)all or substantially all of
the business or assets of that person is attached, sequestered, levied upon or
subjected to any form of distraint or execution, unless:  (i)that attachment,
sequestration, levy, distraint or execution is being contested in good faith by
that person in appropriate proceedings; and  (ii)that person shall have
obtained a stay of that attachment, sequestration, levy, distraint or execution
and the release of any property subjected thereto (i) within thirty (30)
days, or (ii) if in the meantime an appeal is being presented in good
faith (and for the payment of which adequate funds are available, or, when
required in order to pursue such proceedings, an adequate bond has been
provided), sixty (60) days, so long as there are no reasonable grounds to
believe that that attachment, sequestration, levy, distraint or execution
involves any material likelihood of the sale, forfeiture or loss of the
Airframe, any Engine or any Part or any interest therein; and  (iii)that attachment,
sequestration, levy, distraint or execution, whether or not stayed or released,
shall not, in the opinion of the Security Trustee (acting reasonably), have a
material adverse effect on that persons ability to perform its obligations
under any of the Transaction Documents;  (c)that person is or becomes,
or shall be deemed for the purpose of any law to be, insolvent or unable to pay
its debts as they fall due, or shall admit in writing its inability to pay its
debts as they fall due;  (d)that person suspends or
threatens in writing to suspend making payments (whether of principal or
interest or rentals or otherwise) with respect to all or substantially all of
its debts, or a moratorium is declared in respect of all or substantially all
of its debts;  (e)that person convenes a
meeting for the purpose of considering, or makes, a resolution for the
liquidation, or other relief under any bankruptcy, compromise, arrangement,
insolvency, readjustment of debt, suspension of payments, dissolution,
liquidation, administration, examination or similar law, whether now or
hereafter in effect (herein called a BankruptcyLaw) or any scheme or arrangement or composition
with, or any assignment for the benefit of, its creditors;  105


(f)a petition for liquidation,
reorganisation or other relief under any Bankruptcy Law is filed by any person
other than that person and that petition shall remain undismissed and unstayed
for a period of sixty (60) days, or a decree or order for relief shall be
entered against that person under any Bankruptcy Law, provided that this
paragraph (f) shall not apply to any such petition issued in any state or
jurisdiction where that person does not have or hold substantial or material
assets if that petition is demonstrated by that person to the reasonable
satisfaction of the Security Trustee (acting reasonably) to be of a frivolous,
vexatious or non-meritorious nature;  (g)pursuant to an order,
judgment or decree of any court or tribunal or authority of competent
jurisdiction (whether under or in relation to any Bankruptcy Law or otherwise),
that person is declared or adjudged to be wound-up, dissolved, placed in
administration, in suspension of payments, liquidated, insolvent, bankrupt,
subject to reorganisation or subject to any other similar relief, provided that
this paragraph (g) shall not apply to any such order, judgment or decree
of a court, tribunal or authority of any state or jurisdiction where that person
does not have or hold substantial or material assets if the proceedings in
relation to which that order, judgment or decree is given are demonstrated by
that person to the reasonable satisfaction of the Security Trustee (acting
reasonably) to be of a frivolous, vexatious or non-meritorious nature;  (h)that person shall commence a
voluntary case or other proceeding seeking liquidation, reorganisation or other
similar relief with respect to itself or its debts under any Bankruptcy Law or
seeking the appointment of a trustee, examiner, liquidator, administrator,
receiver, custodian or similar official of that person or all or substantially
all of its business or assets, or shall consent to any such relief or to the
appointment of or taking possession by any such official, or shall take any
corporate action to authorise any of the foregoing;  (i)an involuntary case or other
proceeding shall be commenced against that person seeking liquidation,
reorganisation or other relief with respect to that person or its debts under
any Bankruptcy Law or seeking the appointment of a trustee, examiner,
liquidator, administrator, receiver, custodian or similar official of that
person or all or substantially all of its business or assets, and that
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of (i) thirty (30) days, or (ii) with respect to which an
appeal is being presented in good faith and with respect to which there shall
have been secured a stay of execution pending the determination of that appeal
(and for the payment of which adequate funds are available, or, when required
in order to pursue such proceedings, an adequate bond has been provided) sixty
(60) days, so long as there are no reasonable grounds to believe that that judgment
or award involves any material likelihood of the sale, forfeiture or loss of
the Airframe, any Engine or any Part or any Part or any interest
therein,  provided that this paragraph (i) shall not
apply to any such involuntary case or other proceeding commenced in any state
or jurisdiction where that person does not have or hold substantial or material
assets if that involuntary case or other proceeding is demonstrated by that
person to the satisfaction of the Security Trustee (acting reasonably) to be of
a frivolous, vexatious or non-meritorious nature;  (j)any event occurs,
circumstance arises or proceeding is taken with respect to that person or its
assets in any jurisdiction to which that person or its assets is subject
(including, without limitation, the loss, in whole or in part, by that person
of the free management  106


and/or disposal of its property in any other manner
(whether or not irrevocable)) to the extent that it has a purpose or an effect
equivalent or similar to any of the events mentioned in any of the foregoing
paragraphs;  Insurance Acknowledgementmeans an
acknowledgement (if any) in the form and terms of Schedule 1 to the relevant
Assignment of Insurances;  Insurance Noticemeans a notice
in the form and terms of Schedule 1 to the relevant Assignment of Insurances;  Insurancesmeans, in
relation to an Aircraft, any and all contracts or policies of insurance taken
out in respect of that Aircraft (or an indemnity from a Government Entity if
the consent thereto from COFACE and the Security Trustee in accordance with the
terms hereof has been obtained) and required to be effected and maintained in
accordance with this Agreement;  Insurermeans each
insurer and broker with whom the contracts and policies of insurance in
relation to an Aircraft, or any part thereof, are placed from time to time;  Interest Periodsmeans each ECA
Interest Period, and Interest Period
means any of them;  Interest Rate Swapmeans any
Dollar interest rate hedging arrangement entered or to be entered into by the
ECA Lenders for the purpose of providing fixed rate financing to the Borrower
for an ECA Loan on a twelve (12) monthly payment basis commencing on the
succeeding Payment Date for the relevant ECA Loan after the Conversion Date or,
as applicable, the Delivery Date for any Aircraft, and in respect of a notional
principal amount equal to the amortising balance (and reflecting the scheduled
amortisation of the relevant ECA Loan;  Intermediate Leasemeans, in respect
of an Aircraft financed under a structure where a Lessee leases that Aircraft
to another Lessee, a subject and subordinate lease agreement entered into
between the first Lessee as lessor and the second Lessee as lessee in form and
substance reasonably satisfactory to the Security Trustee;  Intermediate Lessee Assignmentmeans each
Lessee Assignment entered or to be entered into between a Lessee which is a
lessee under an Intermediate Lease and the Lessee which is the lessor under
that Intermediate Lease;  JAAmeans the
Joint Aviation Authorities established by the Members of the European Civil
Aviation Conference or any successor thereto including the EASA, the parties hereto acknowledging
that, in respect of any jurisdiction with the European economic community, EASA
will act as such a successor and, in respect of any jurisdiction outside the
European economic community, EASA will not so act but its rules will
nevertheless be promulgated by the Joint Aviation Authorities;  Leasemeans, in
respect of an Aircraft, an export lease agreement entered or to be entered into
between the relevant Borrower, as lessor, and the relevant Lessee, as lessee
which shall be in form and substance reasonably satisfactory to the Security
Trustee;  Lease Eventmeans any event
which, with any one or more of the lapse of time, the giving of notice, or the
making of a determination, would become a Lease Termination Event;  107


Lease Termination Eventmeans, in
respect of an Aircraft, any of the following events and circumstances:  (a)any AerCap Obligor fails to
pay any amount due from it under any Transaction Document for that Aircraft in
the currency and in the manner stipulated in that Transaction Document within
three (3) Banking Days of the due date therefor (if that amount is a
scheduled amount) or within five (5) Banking Days of the due date (in all
other circumstances);  (b)any AerCap Obligor knowingly
creates (or consents to the creation of) any Lien, other than any Permitted
Lien, over or with respect to that Aircraft, or sells, transfers title to or
otherwise disposes of title to or purports to sell, transfer title to or
otherwise dispose of title to, that Aircraft, other than, in each case, as
expressly permitted by the terms of the Transaction Documents;  (c)any AerCap Obligor fails to
observe or perform in any material respect any of its obligations under any of
the Transaction Documents for that Aircraft (other than the obligations
mentioned in the other paragraphs of this definition) for a period of thirty
(30) days after notice thereof from the Security Trustee;  (d)any representation or
warranty made by a Lessee in clauses 4.2.13, 4.2.14, or 4.2.15 is, or proves to
be incorrect when made and, as a consequence of such incorrectness (i) a
deduction or withholding is required to be made in respect of any payment due
by the relevant Lessee under the Transaction Documents and the relevant Lessee
does not comply with its obligations under clause 13 of the Lease to which it
is party or (ii) a Tax is levied or incurred which is not paid by the
relevant Lessee in accordance with the Transaction Documents or in respect of
which the ECA Finance Parties are not fully indemnified to the extent required
by the Transaction Documents;  (e)any representation or
warranty (other than those outlined in sub-paragraph (d) immediately
above) made by any AerCap Obligor in any of the Transaction Documents for that
Aircraft or in any certificate provided by a AerCap Obligor under
Schedule 10 or clause 7 is or proves to have been incorrect in any
material respect when made and the circumstances giving rise to that
incorrectness are not remedied within thirty (30) days after that AerCap
Obligor receives notice of that incorrectness from that Security Trustee:  (f)any Insolvency Event occurs
and is continuing in relation to any AerCap Obligor which is a party to a
Transaction Document for that Aircraft;  (g)any AerCap Obligor which is
a party to a Transaction Document for that Aircraft repudiates or disclaims all
or any of their respective obligations and liabilities under any Transaction
Document for that Aircraft or evidences in writing an intention to do the same;  (h)  (i)the Lessee of that Aircraft
suspends or ceases to carry on any part of its business or disposes, threatens
to dispose or takes any action to dispose of any of its assets, whether by one
or a series of transactions, related to or not, otherwise than as expressly
permitted by the Transaction Documents;  108


(ii)AerVenture suspends or
ceases to carry on all or substantially all of its business as a lessor of
aircraft, or disposes, threatens to dispose or takes any action to dispose of
all or substantially all of its assets, whether by one or a series of
transactions, related or not, and that disposal or action has or will have a
material adverse effect on its ability to perform its obligations under any of
the Transaction Documents for that Aircraft, but excluding for the purposes of
a solvent reconstruction, reorganisation, merger, amalgamation or
securitisation which does not adversely affect the creditworthiness of
AerVenture;  (i)in the case of each of
AerVenture and AerCap Holdings:  (i)any of its Financial
Indebtedness is not paid when due (after the expiry of any originally
applicable grace period);  (ii)any of its Financial
Indebtedness:  (A)becomes prematurely due and
payable;  (B)is placed on demand; or  (C)is capable of being declared
by a creditor to be prematurely due and payable or being placed on demand,  in the case of each of sub-paragraphs (i)(ii)(A) or
(B), as a result of an event of default (howsoever described) or in the case of
sub-paragraph (i)(ii)(C) only, as a result of a payment event of default
(howsoever described) in respect of a failure to pay an amount in excess of one
hundred thousand Dollars ($100,000); or  (iii)any commitment for its
Financial Indebtedness is cancelled or suspended as a result of an event of
default (howsoever described),  unless the aggregate amount of Financial
Indebtedness falling within all or any of sub-paragraphs (i)(i), (ii) and (iii) above
is less than ten million Dollars ($10,000,000) in aggregate or its equivalent
in any other currency or currencies and excluding:  (1)Financial Indebtedness in
respect of which the person to whom that Financial Indebtedness is owed has
agreed to limit its recourse to particular assets and otherwise has no recourse
to any other assets of AerVenture or, as the case may be, AerCap Holdings; and  (2)Financial Indebtedness which
AerVenture or AerCap Holdings is disputing or contesting in good faith,
including by appropriate proceedings, and in respect of which AerVenture or, as
the case may be Aircraft Holdings has provided reasonable details of the basis
of such dispute or contest to the Security Trustee;  (j)any of AerVenture or AerCap
Holdings Financial Indebtedness which is being guaranteed, insured or
otherwise covered by any of the Export Credit Agencies or Eximbank (including,
without limitation, the A320 AerCap Facility Agreement and the A330 AerCap
Facility Agreement Facility and any Other ECA Indebtedness) is not paid when
due (after the expiry of any originally applicable grace periods);  109


(k)the Lessee of that Aircraft
ceases to be a wholly-owned direct or indirect Subsidiary of AerVenture; or  (l)any other event which
AerVenture and either Agent may agree in writing from time to time is a Lease
Termination Event,  and means, generally, any of
the foregoing in relation to any of the Aircraft;  Lendersmeans together
the ECA Lenders, and Lender means
any of them;  Lending Officemeans, in
relation to a Lender, its branch or office at the address specified against its
name in Schedule 2 or specified in the Transfer Certificate whereby that
Lender becomes a party to this Agreement or such other branch or office
determined in accordance with the provisions of this Agreement;  Lessee Assignmentmeans, in
respect of any Aircraft, the lessee assignment(s) entered or to be entered
into between the Lessee of that Aircraft, as assignor, and:  (a)where that Lessee is party
(as lessee) to an Intermediate Lease for that Aircraft, the Lessee which is
lessor under that Intermediate Lease, as assignee; and/or  (b)where that Lessee is party
(as lessee) to the Lease for that Aircraft, the Borrower which is lessor under
that Lease, as assignee,  which shall be in the agreed
form as certified by each of the Parties hereto on or about the Signing Date
and otherwise in form and substance reasonably satisfactory to the Security
Trustee;  Lessee Documentmeans, in respect of each Lessee, each Transaction Document to which such
Lessee is, or will be, party;  Lessee Insolvency Eventmeans any
Insolvency Event in relation to a Sub-Lessee or Sub-Sub Lessee of the nature
referred to in paragraphs (b) or (g) of the definition thereof;  Lessee Novationmeans a Lessee
novation agreement entered into in connection with a Lease which shall be in
form and substance reasonably satisfactory to the Security Trustee;  Lessee
Parentmeans:  (a)in respect of any Principal Lessee, AerVenture:  (b)in respect of any Alternative Lessee, the company,
being AerVenture or a direct or indirect wholly-owned Subsidiary of AerVenture
which owns the entire issued share capital of that Alternative Lessee; and  Lessee Share Chargesmeans each
Principal Lessee Share Charge and each Alternative Lessee Share Charge, and Lessee Share Charge means any of them;  Lesseesmeans the
Principal Lessees and each Alternative Lessee which accedes to this Agreement
pursuant to clause 7, and Lessee means
any of them;  110


Liabilitymeans, at any time in respect of a Lender, the
proportion which that Lenders Contribution bears to the amount of all of the
Loans as at that time;  and Liabilities
shall be construed accordingly;  Liability Additional Insuredshas the
meaning specified in paragraph 10 (d)(ii)(A) of Schedule 7;  LIBORmeans, in relation to any amount denominated in Dollars and for any
period, the rate for deposits in Dollars for that amount and for that period
which is:  (a)the applicable Screen Rate
at or about 11:00 a.m. (London time) on the Quotation Date relating to
that period; or  (b)if (a) does not apply,
the arithmetic mean (rounded to the nearest four decimal places) of the rates,
as supplied to the relevant Agent at its request, quoted by the Reference Banks
to leading banks in the European interbank market, at or about 11:00 a.m.
(London time) on the Quotation Date relating to that period, for the offering
of deposits in Dollars in an amount comparable with that amount and for a
period comparable to that period,  Lienmeans any
encumbrance or security interest whatsoever, howsoever created or arising,
including any right of ownership, security, mortgage, pledge, assignment by way
of security, charge, lease, lien, statutory right in rem, hypothecation, title
retention arrangement, attachment, levy, claim, right of detention or security
interest whatsoever, howsoever created or arising, or any right or arrangement
having a similar effect to any of the above;  Loan Agreementmeans, in
respect of any Aircraft, the ECA Loan Agreement for that Aircraft;  Loansmeans together
the ECA Loans, and Loan means any
of them;  Lossesmeans any
losses, demands, liabilities, obligations, claims, actions, proceedings,
penalties, fines, damages, adverse judgments, Break Costs, orders or other
sanctions, fees, out-of-pocket costs and expenses (including, without
limitation, the fees, out-of-pocket costs and expenses of any legal counsel,
but excluding, in all cases, Taxes), and Loss shall be
construed accordingly;  Maintenance
Programmemeans, in relation to any
Aircraft, a maintenance programme for that Aircraft in accordance with the
Manufacturers recommendations, contained in the Manufacturers maintenance
review board document or the Manufacturers maintenance planning document, and
approved by the Aviation Authority, including, but not limited to, servicing,
testing, preventive maintenance, repairs, structural inspections, system
checks, overhauls, approved modifications, service bulletins, engineering
orders, Airworthiness Directives, corrosion control, inspections and
treatments;  Maintenance Reservesmeans, in
respect of an Aircraft, the maintenance reserves or any letter(s) of
credit or other security in respect thereof, if any, which have been paid
and/or issued and which are payable and/or to be issued from time to time by
the relevant Sub-Lessee pursuant to a Sub-Lease for that Aircraft or any
amounts which that Sub-Lessee has agreed to make available to the relevant
Lessee in connection with the maintenance of that Aircraft in accordance with
the terms of that Sub-Lease (maintenance credits),
less, in the  111


case of maintenance reserves
and maintenance credits, any amount paid to that Sub-Lessee or any relevant
maintenance facility in reimbursement out of a maintenance reserve account or
out of the maintenance credits, as the case may be, for maintenance of that
Aircraft in accordance with the terms of that Sub-Lessee;  Majority Lendersmeans in
relation to any decision, discretion, action or inaction under any of the
Transaction Documents for that Aircraft that is provided to be made by the
Majority Lenders, the ECA Lenders the aggregate of whose Contributions in
relation to the ECA Loan for that Aircraft is equal to or exceeds sixty-six and
two thirds per cent. (662/3%) of the
amount of that ECA Loan;  Managersmeans the
Initial Manager and each Alternative Borrower Manager, and Manager
means any of them;  Mandatory Prepayment Eventmeans, in
respect of an Aircraft:  (a)if any conditions precedent
which the ECA Agent (acting on the instructions of all of the ECA Lenders) has
agreed in writing may be satisfied after the ECA Loan for that Aircraft has
been made have not been so satisfied within the period so agreed between the
ECA Agent (acting on the instructions of all of the ECA Lenders) and AerVenture;
or  (b)if that Aircraft is not
delivered to a Sub-Lessee pursuant to a Sub-Lease within one hundred and eighty
(180) days after the Delivery Date for that Aircraft or such longer period as
the ECA Agent (acting on the instructions of all of the ECA Lenders) may agree
in writing; or  (c)a Borrower Termination Event
occurs in respect of that Aircraft and is continuing at the end of any period
of consultation pursuant to clause 8.1; or  (d)clause 8.1.2 applies in
relation to any Security Document for that Aircraft and continues to apply at
the end of any period of consultation pursuant to clause 8.1; or  (e)any of the Insurances for
that Aircraft are not obtained and/or maintained in accordance with the
requirements of this Agreement and/or that Aircraft is operated in a place
excluded from the insurance coverage unless, immediately upon AerVenture
becoming aware of the same, that Aircraft is grounded in a jurisdiction with no
actual or imminent war or hostilities and, for so long as any of those Insurances
are not obtained and/or maintained in accordance with the requirements of this
Agreement, remains grounded in such a jurisdiction, safely stored and fully
covered by a ground risk only insurance policy which complies with the
requirements of this Agreement; or  (f)that Aircraft is flown to or
within a Prohibited Country unless, immediately upon any AerCap Obligor
becoming aware of the same, that Aircraft is removed from that Prohibited
Jurisdiction; or  (g)a notice of prepayment is
issued pursuant to 6.3.2 in respect of that Aircraft; or  (h)the Final Date occurs under
(and as defined in) clause 5.3.3 or any of the ownership covenants on the part
of AerVenture or AerCap Holdings pursuant to clause 5.3.4 is breached at any
time; or  112


(i)AerVenture breaches the
financial covenant contained in clause 5.4.2 regarding the ratio of its Net
Worth to its total assets; or  (j)a Servicing Agreement is not
in place between the relevant Servicer, from time to time, and AerVenture; or  (k)such other circumstances as
any of AerVenture and the ECA Agent may agree in writing from time to time; or  (l)if, at any time when that
Aircraft is subject to a Sub-Lease:  (i)any AerCap Obligor becomes
aware of the relevant Sub-Lessee or any other person selling, transferring
title to or otherwise disposing of title to, or purporting to sell, transfer
title to or otherwise dispose of title to, that Aircraft and, if and for so
long as the Security Trustee determines that there is no material likelihood
that the security over that Aircraft created by the Security Documents and/or
the relevant Borrowers ownership interest in that Aircraft will, by effluxion
of the thirty (30) day period referred to below, be materially prejudiced,
materially limited or otherwise materially adversely affected, the relevant
Lessee fails to have that sale, transfer, other disposal or purported sale,
transfer or other disposal set aside or annulled within a period of thirty (30)
days;  (ii)any AerCap Obligor is or
becomes aware of any Lien, other than a Permitted Lien, over or with respect to
the Aircraft and that Lien is not discharged in full within one hundred and
twenty (120) days; or  (m)unless the relevant
deviation is approved by the Security Trustee pursuant to clause 6.7, a Lessee
enters into a Sub-Lease for that Aircraft which does not comply with the
Sub-Lease Requirements in breach of clause 6.2 and that breach is not remedied
within thirty (30) days after notice thereof from the Security Trustee; or  (n)any authorisation necessary
to enable any Borrower or the Security Trustee to repossess that Aircraft upon
termination of the leasing of that Aircraft under the Transaction Documents or
to de-register and export that Aircraft from the State of Registration
thereupon, is modified in a manner materially adverse to the Borrowers or the
Relevant Parties interests or is not granted or is revoked, suspended,
withdrawn or terminated or expires save that where AerVenture or, as the case
may be, the relevant Lessee is acting in accordance with the Standard in order
to procure the renewal of the same, failure to procure such shall not
constitute a Mandatory Prepayment Event; or  (o)subject always to paragraph
1(n) of Schedule 7, the Lessee of that Aircraft failing to provide the
Security Trustee with the IDERA duly recorded by the Aviation Authority,
pursuant to paragraph 1(k) of Schedule 7 within thirty (30) days (the IDERA Target Period) of the delivery of
that Aircraft from the Manufacturer, or delivery of that Aircraft under a
Sub-Lease, in each case if applicable, save that, where the Lessee is acting in
accordance with the Standard to have the IDERA recorded with the relevant
Aviation Authority in the shortest time possible, the failure to have the IDERA
so recorded within the IDERA Target Period shall not constitute a Mandatory
Prepayment Event; or  (p)the Security Trustee shall
have declared a Mandatory Prepayment Event in respect of that Aircraft pursuant
to clause 7.6.1(c)(ii),  113


and means, generally, any of
the foregoing in relation to any of the Aircraft;  Manufacturermeans Airbus;  Marginmeans the
relevant ECA Margin;  Maximum Aircraft Amountmeans, in
respect of any Aircraft, the lesser of:  (a)eighty-five per cent (85%)
of the Aircraft Purchase Price for that Aircraft; and  (b)the amount specified in
column (5) of the table set out in Part 1 of Schedule 3 in respect of
that Aircraft;  Maximum ECA Amountmeans, in
respect of any Aircraft, the lesser of:  (a)the sum of the Maximum
Aircraft Amount for that Aircraft plus the Qualifying ECA Premium for the ECA
Loan for that Aircraft; and  (b)the Unutilised ECA Facility
for that Aircraft;  Mortgagemeans, in
respect of an Aircraft and subject always to paragraph 1(c) of
Schedule 7, the first priority mortgage or equivalent Lien in the State of
Registration for that Aircraft (but excluding, for the avoidance of doubt, any
English Law Mortgage where the relevant State of Registration is not the United
Kingdom) to be entered into (where required pursuant to paragraph 1 of
Schedule 7) between, amongst others, the relevant Borrower and the
Security Trustee in a form approved by the Security Trustee acting reasonably;  Net Worthmeans, at any
time, the sum of AerCap Holdings Shareholder Funds at that time;  Notice of Demandhas the
meaning given to that term in clause 2.2.1 of the Guarantee;  Notifiable Sub-Lease Event of
Defaultmeans, in relation to a Sub-Lease, any event of default thereunder
which relates to:  (a)a Lessee Insolvency Event in
respect of the relevant Sub-Lessee; or  (b)  (i)at any time when a Trigger
Event has not occurred and is continuing, the insurance provisions of the
Sub-Lease or Sub-Sub-Lease (as applicable); and  (ii)at any time when clause
6.6.11 applies and for so long as the relevant Trigger Event has occurred and
is continuing, the provisions of the Sub-Lease which are equivalent to the
Operational Undertakings;  Obligorsmeans each
AerCap Obligor and each Borrower (and includes, for the avoidance of doubt,
each Alternative Obligor), and Obligor means
any of them;  OCImeans, as the
context may require and, at any time:  (a)in the case of AerCap Holdings, AerCap Holdings
accumulated other income, as shown in the accounts of AerCap Holdings most
recently provided to the Security Trustee pursuant to clause 5.2.3; and  114


(b)in the case of AerVenture, AerVentures accumulated
other income as shown in the accounts of AerVenture most recently provided to
the Security Trustee pursuant to clause 5.2.3  OCLmeans, as the
context may require and, at any time:  (a)in the case of AerCap Holdings, AerCap Holdings
accumulated other loss, as shown in the accounts of AerCap Holdings most
recently provided to the Security Trustee pursuant to clause 5.2.3; and  (b)in the case of AerVenture, AerVentures accumulated
other loss, as shown in the accounts of AerVenture most recently provided to
the Security Trustee pursuant to clause 5.2.3.  Off-Lease Periodmeans, in
respect of an Aircraft, any period within the Lease Period (as defined in the
Lease for that Aircraft) during which no Sub-Lease or Sub-Sub-Lease for that
Aircraft is in effect;  Operational Undertakingsmeans the covenants
and undertakings set out in Schedule 7;  Operator Lesseeshall have the
meaning given thereto in clause 6.3.1;  Other ECA Indebtednessmeans any
Financial Indebtedness whether present or future, direct or indirect (other
than pursuant to the Transaction Documents) (including by way of a direct loan
to AerVenture, AerCap B.V. or any other AerCap Obligor or pursuant to a lease
financing or other financing structure, to which the Lessee or AerCap or any
other AerCap Obligor is a party, including without limitation, pursuant to the
A320 AerCap Facility Agreement and the A330 AerCap Facility Agreement) and
which is guaranteed, insured, supported or otherwise covered by any Export
Credit Agency;  Original
Servicersmeans each of AerCap
Group Services B.V., in its capacity as primary AerVenture Servicer, AerCap
Ireland Limited, in its capacity as primary subsidiary servicer and AerCap Cash
Manager II Limited in its capacity as insurance servicer in each case under and
pursuant to the Original Servicing Agreement;  Original Servicing Agreementmeans
the servicing agreement dated 13 January 2006between the Original Servicers,
AerCap Cash Manager II Limited (in its capacity as Cash Manager), AerCap
Administrative Servicing Limited (in its capacity as Administrative Agent) and
AerVenture,  pursuant to which, among other things, the Original Servicers
have agreed to provide certain Services (as such term is defined in the
Servicing Agreement) to AerVenture in respect of the aircraft subject to the
Airbus Purchase Agreement;  Parallel Debt, in relation
to this Agreement or any Loan Agreement, has the meaning ascribed thereto in
clause 34 of this Agreement or, as the case may be, clause 15 of that Loan
Agreement;  Partmeans, in
respect of an Aircraft, each module, appliance, part, accessory, instrument,
furnishing and other item of equipment of whatsoever nature (including the
Buyer Furnished Equipment), other than a complete Engine or engine, which at
any time of determination is incorporated or installed in or attached to the
relevant Airframe or any relevant Engine, in each case, title to which is
vested in the relevant Borrower, or, having been removed therefrom, title to
which remains vested in the relevant Borrower;  115


Permitted Finance Party Lienmeans, in
relation to any ECA Finance Party:  (a)any Lien created by the
Transaction Documents; or  (b)any other Lien created at
the written request of or with the prior written consent of any AerCap Obligor;  Permitted Lienmeans, in
relation to an Aircraft:  (a)any Borrowers Lien or
Finance Party Lien; or  (b)any Lien for Taxes or other
governmental or statutory charges or levies not yet assessed or, if assessed,
not yet due and payable or, if due and payable, which the Lessee or, where
relevant, the Sub-Lessee or Sub-Sub-Lessee is disputing or contesting in good
faith by appropriate proceedings (and for the payment of which adequate funds
are available, or, when required in order to pursue such proceedings, an adequate
bond has been provided), so long as, at the time of entering into such
proceedings, there are no reasonable grounds to believe that the outcome of
such proceedings, or the continued existence of that Lien, involves any
material likelihood of the sale, forfeiture or loss of that Aircraft or any
part thereof or any interest therein; or  (c)any Lien for the fees or
charges of any airport or air navigation authority arising in the ordinary
course of business, by statute or by operation of law, in each case, for
amounts the payment of which either is not yet due and payable or, if due and
payable (i) the late payment reflects the normal procedure agreed between
the payer and the relevant airport or Eurocontrol or any other relevant air
navigation authority and no action is being taken by the relevant airport or
air navigation authority in connection therewith to enforce its rights in
respect of any amount owed to it, or (ii) which is being disputed or
contested in good faith by appropriate proceedings (and for the payment of
which adequate funds are available, or, when required in order to pursue such
proceedings, an adequate bond has been provided), so long as (in the case of
each of (i) and (ii)) there are no reasonable grounds to believe that the
continued existence of that Lien involves any material likelihood of the sale,
forfeiture or loss of that Aircraft or any part thereof or any interest
therein; or  (d)any Lien for the fees or
charges of any supplier, hangar keeper, mechanic, workman, repairer or employee
arising in the ordinary course of business, by statute or by operation of law,
in each case, for amounts  the
payment of which either is not yet due and payable, or, if due and payable, is
being disputed or contested in good faith by appropriate proceedings (and for
the payment of which adequate funds are available, or, when required in order
to pursue such proceedings, an adequate bond has been provided), so long as, at
the time of entering into such proceedings, there are no reasonable grounds to
believe that the outcome of such proceedings, or the continued existence of
that Lien, involves any material likelihood of the sale, forfeiture or loss of
that Aircraft or any part thereof or any interest therein; or  (e)Liens (other than Liens in
respect of or resulting from Taxes) arising out of judgments or awards against
any Lessee, any Sub-Lessee or any Sub-Sub-Lessee (i) so long as that
judgment or award is discharged, vacated or reversed within thirty (30) days,
or (ii) with respect to which an appeal is being presented in good faith
and with respect to which there shall have been secured a stay of execution
pending the determination of that  116


appeal (and for the payment of which adequate funds are
available, or, when required in order to pursue such proceedings, an adequate
bond has been provided), or (iii) if that judgment or award is discharged,
vacated or revised within thirty (30) days after the expiration of the stay
referred to in (ii) above, in each case, so long as there are no
reasonable grounds to believe that that judgment or award, or the continued
existence of that Lien, involves any material likelihood of the sale,
forfeiture or loss of that Aircraft or any part thereof or any interest
therein; or  (f)any Lien created by or
expressly permitted by the terms of the Transaction Documents; or  (g)any Sub-Lease and any
Sub-Sub-Lease; or  (h)any other Lien created at
the written request of or with the prior written consent of the Security
Trustee;  Principal Borrowermeans
Constellation Aircraft Leasing Limited a company incorporated under the laws of
the Cayman Islands and having its registered office at Walkers SPV Limited,
Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman
Islands;  Principal Borrower Floating
Chargemeans the floating charge dated on or about the Signing Date and
granted by the Principal Borrower in relation to its property, assets,
undertaking and income in favour of the Security Trustee;  Principal Borrower Share Chargemeans, in
relation to the Principal Borrower, the charge over shares dated on or about
the Signing Date and made between the Trustee (in the case of the Principal
Borrower) and the Security Trustee in respect of the entire issued share
capital of the Principal Borrower;  Principal Declaration of Trustmeans the
declaration of trust entered into by the Trustee on or about the Signing Date
in respect of the entire issued share capital of the Principal Borrower;  Principal Lessee Share Chargemeans, in the case of each Principal Lessee, the share pledge to be entered
into between AerVenture and the Principal Borrower in respect of the entire
issued share capital of the relevant Principal Lessee on or prior to the
relevant Principal Lessee acceding to this Agreement;  Principal Lesseesmeans, as the context may require, the First Lessee and each of the
wholly owned Subsidiaries of AerVenture which is incorporated under the laws of
Ireland which accedes to this Agreement through the execution of an Accession
Deed andPrincipal Lesseemeans any of them;  Principal Obligationsmeans, in
relation to this Agreement or any Loan Agreement and a particular Obligor, all
monetary obligations (other than the Parallel Debt in relation to this Agreement
or, as the case may be, that Loan Agreement) which now or at any time hereafter
may be or become due, owing or incurred by that Obligor to any ECA Finance
Party, whether due or not, whether contingent or not and whether alone or
jointly with others, as principal, guarantor, surety or otherwise, under or in
connection with the Transaction Documents, as such obligations may be extended,
restated, prolonged, amended, renewed or novated from time to time;  117


Proceedsmeans, in
relation to an Aircraft or any Loan for that Aircraft:  (a)any and all amounts received
or recovered under the Loan Agreements for that Aircraft (other than (i) prior
to the occurrence of a Lease Termination Event which is continuing, scheduled
payments of principal and interest, (ii) prior to the occurrence of a
Lease Termination Event which is continuing, any indemnity payments, or (iii) any
amounts received by application of clause 13);  (b)any Final Disposition
Proceeds for that Aircraft;  (c)any and all other proceeds
of enforcement of the Security Documents for that Aircraft;  (d)any Total Loss Proceeds for
that Aircraft;  (e)any Requisition Proceeds for
that Aircraft;  (f)any and all amounts received
or recovered from AerCap Holdings or AerVenture upon enforcement of the
Guarantee if and to the extent that it relates to an amount referred to in (a) above;  (g)any and all other amounts
received by any Agent, the Security Trustee or any Lender from any of the
Obligors (whether directly or through a Borrower) pursuant to the Transaction
Documents for that Aircraft;  Proceeds Accountmeans, in
respect of an Aircraft, the account of the Security Trustee with Calyon
designated as such by the Security Trustee pursuant to clause 12.1 or such
other account as the Security Trustee may designate as such from time to time
by notice to the other parties hereto;  Prohibited Countrymeans, in
respect of any Aircraft, any state, country or jurisdiction which is subject
from time to time to sanctions pursuant to any United Nations Sanctions Order,
European Union imposed sanction, US Export Controls, the United Kingdom Export
of Goods (Control) Order 1992, the Dual-Use and Related Goods (Export Control)
(Amendment) Regulations 1997 pursuant to the European Communities Act 1972 or
any statutory modification or re-enactment thereof or successor or similar or
corresponding legislation then in effect in the United Kingdom, the French
Republic or Germany, the effect of which, unless any applicable consents or
licences have been obtained in relation to such Aircraft, prohibits any of
AerVenture or the relevant Lessee from exporting to and/or consigning for use
of that Aircraft in that country;  Proposed Effective Datehas the meaning specified in clause 7.2.1;  Purchase Datemeans, in
respect of any Aircraft, the date on which that Aircraft is delivered by the
Manufacturer;  Purchase Documentsmeans, in
respect of any Aircraft:  (a)where the Aircraft is to be
purchased by the relevant Borrower on the Purchase Date from the Manufacturer
pursuant to a Airbus Purchase Agreement Assignment and the Airbus Purchase
Agreement, that Airbus Purchase Agreement Assignment, the Airbus Bill of Sale
for the Aircraft and the BFE Bill of Sale for the Aircraft;  118


(b)otherwise, the Bill of Sale
for the Aircraft, the BFE Bill of Sale for the Aircraft, the Sale Agreement for
the Aircraft, the Sale Acceptance Certificate for the Aircraft and the Airbus
Bill of Sale for the Aircraft;  Qualifying ECA Premiummeans in relation to COFACE
and any ECA Loan, one hundred per cent. (100%) of the ECA Premium payable to
COFACE for that ECA Loan;  Qualifying Expensesmeans Expenses
of the nature referred to in paragraphs (a), (b), (c) and (d) of the
definition thereof (but excluding Expenses referable to the cost of management
time) which are incurred:  (a)in the case of clause 13.4,
in connection with the collection of the relevant Total Loss Proceeds;  (b)in the case of clause 13.6,
in connection with the collection of the relevant ECA Prepayment Proceeds;  (c)in the case of clause 13.7,
in connection with the relevant Lease Termination Event and/or the collection
of the relevant Proceeds; and  (d)in the case of clause 13.8,
in connection with the collection of the relevant Guarantee Proceeds;  Quiet Enjoyment Undertakingmeans, in
respect of a Sub-Lease, a quiet enjoyment undertaking from the Security Trustee
and the relevant Borrower to the relevant Sub-Lessee in the form set out in
Schedule 9 or in such other form as the Security Trustee may agree from
time to time, acting reasonably;  Quotation Datemeans, in
relation to any period for which an interest rate is to be determined, the
second Banking Day before the first day of such period;  Receivermeans any
receiver or receiver and manager appointed after the occurrence of a
Termination Event by either Agent, the Security Trustee or the Majority Lenders
pursuant to any Security Document;  Reference Banksmeans Calyon,
Barclays Bank PLC and the principal London office of BNP Paribas;  Reference Datesmeans the
twenty fifth (25th) day of each calendar month of each year, and Reference Date means any of them, provided that if any such
date is not a Banking Day, the relevant Reference Date shall instead be the
next succeeding Banking Day, unless that next succeeding Banking Day falls in
the next calendar month, in which case, it shall be the immediately preceding
Banking Day;  Reinsuranceshas the
meaning ascribed thereto in paragraph 10(a)(ii) of Schedule 7;  Relevant Eventmeans any
event which, with any one or more of the lapse of time, the giving of notice,
or the making of a determination, would become a Termination Event;  Relevant Partiesmeans the
Borrower and the ECA Finance Parties;  119


Relevant Ratemeans, in
relation to any ECA Loan, the ten (10) or twelve (12) year (determined by
reference to the Final ECA Repayment Date for that ECA Loan) Dollar rate as
shown in the Financial Times five (5) Banking Days prior to the proposed
ECA Drawdown Date for that ECA Loan;  Replacement Aircraftmeans any
Aircraft approved by the Security Trustee as a Replacement Aircraft and
substituted for an Aircraft pursuant to clause 10.7;  Replacement Partmeans, in
respect of an Aircraft or Engine, any part installed on, incorporated in or
attached to that Aircraft or Engine as a replacement part pursuant to the
Operational Undertakings or the provisions of any relevant Sub-Lease and where
title to that part has vested in the relevant Borrower in accordance with the
Operational Undertakings or the provisions of any relevant Sub-Lease;  Representativesmeans the ECA
Representatives and Representative
means any of them;  Required Insurance Valuemeans, in
respect of an Aircraft and at any time of determination, one hundred and
fifteen per cent. (115%) of the principal amount outstanding at that time in
respect of the Loans for that Aircraft,  Requisition Proceedsmeans, in
respect of an Aircraft, any monies and/or other compensation received by any
Obligor or any Secured Party from any Government Entity (whether de jure or de
facto) in relation to that Aircraft in the event of that Aircrafts
confiscation, restraint, detention, forfeiture, compulsory acquisition,
seizure, requisition for title or requisition for hire by or under the order of
any such Government Entity;  Sale Acceptance Certificate, in respect of
an Aircraft, has the meaning ascribed to the term Acceptance Certificate in the
Sale Agreement (if any) in relation to that Aircraft;  Sale Agreementmeans, in
respect of an Aircraft, the aircraft sale and purchase agreement (if any) in
respect of that Aircraft entered or to be entered into between the Seller in
relation to that Aircraft and the relevant Borrower as buyer;  Scheduled Delivery Datemeans, in
respect of an Aircraft, the date nominated in the relevant ECA Utilisation
Notice for the delivery of that Aircraft from the Seller to the relevant
Borrower;  Scheduled Delivery Monthmeans, in respect
of any Aircraft and subject to clause 2.2.2, the month specified opposite such
Aircraft in Part 1 of Schedule 3;  Screen Ratemeans the British Bankers Association Interest Settlement Rate for the
relevant currency and period displayed on the appropriate page of the
Reuters screen selected by the ECA Agent. If the relevant page is replaced
or the service ceases to be available, the ECA Agent may obtain the rate for
the relevant currency and period displayed on the applicable Bloomberg screen
BBAM4 (Ask Rate);  Secured Loan Obligationsmeans the
Secured Obligations excluding the Subordinated Secured Obligations;  Secured Obligationsmeans any and
all monies, liabilities and obligations (whether actual or contingent, whether
now existing or hereafter arising, whether or not for the payment of money, and
including any obligation or liability to pay damages and including any interest  120


which, but for the
application of any Bankruptcy Law, would have accrued on the amounts in
question) which are now or which may at any time and from time to time
hereafter be due, owing, payable or incurred or expressed to be due, owing,
payable or incurred from or by any Obligor to any Secured Party or any Borrower
under or in connection with any of the Transaction Documents (notwithstanding,
in the case of each Borrower, that recourse against the Borrowers is limited
pursuant to and in accordance with clause 23), and references to Secured
Obligations includes references to any part thereof;  Secured Partiesmeans together
the ECA Finance Parties and the Lessees, and Secured
Party means any of them;  Security Assignmentmeans, in
respect of any Borrower, the security assignment entered or to be entered into
between that Borrower, as assignor, and the Security Trustee, as assignee,
which shall be in substantially the form of the Security Assignments entered or
to be entered into by the Principal Borrower on or about the Signing Date in
the agreed form or otherwise in form and substance reasonably satisfactory to
the Security Trustee;  Security Documentsmeans, in
respect of an Aircraft, together:  (a)each Security Assignment,
the Borrower Floating Charge, the Borrower Share Charge, the Administration
Agreement, the Declaration of Trust (if any) and the Comfort Letter, in each
case, entered into by or in respect of the Borrower which is the owner of that
Aircraft and to the extent that it relates to that Aircraft;  (b)each Security Assignment,
the Borrower Floating Charge, the Borrower Share Charge, the Administration
Agreement, the Declaration of Trust (if any) and the Comfort Letter, in each
case, entered into by or in respect of the Principal Borrower;  (c)each Lessee Assignment
(including for the avoidance of doubt any Intermediate Lessee Assignment) and
each Lessee Share Charge, in each case, entered into by or in respect of a
Lessee which is party to a Lease for that Aircraft and to the extent that it
relates to that Aircraft;  (d)where a Lessee which is
party to a Lease for that Aircraft has its State of Incorporation in The
Netherlands, the Dutch Documents for that Lessee, to the extent that they
relate to that Aircraft;  (e)the Mortgage for that
Aircraft (if any) and the English Law Mortgage for that Aircraft and the related
English Law Mortgage Letter;  (f)the Airframe Warranties
Agreement for that Aircraft and the Engine Warranties Agreement for that
Aircraft;  (g)the Purchase Documents for
that Aircraft;  (h)any assignment of
reinsurances for that Aircraft referred to in paragraph 10(m) of
Schedule 7;  (i)the AerVenture Guarantee, to
the extent that it relates to that Aircraft;  (j)the AerCap Holdings
Guarantee, to the extent that it relates to that Aircraft;  121


(k)the Sub-Lease Account Charge
and any Dutch law supplemental deed of pledge or deed of repledge which may,
from time to time, be entered into in connection with the security interest
which is created pursuant to the Sub-Lease Account Charge;  (l)where that Aircraft is
subject to a Sub-Lease, the Assignment of Insurances for that Aircraft, the
Deregistration Power of Attorney for that Aircraft (if any) and the Sub-Lease
Account Charge for that Aircraft;  (m)where that Aircraft is
subject to a Sub-Sub-Lease, the Subordination Acknowledgement for that
Aircraft;  (n)any other instrument,
document or memorandum annexed to any of the documents referred to above or
delivered pursuant thereto, to the extent that it relates to that Aircraft;  (o)any notice or
acknowledgement required pursuant to the terms of any of the documents referred
to above, to the extent that it relates to that Aircraft;  (p)any document, instrument or
memorandum which (i) is executed and delivered in connection with a
restructuring of all or any part of any of the documents referred to in this
definition (including this part (p)) and is requested or consented to by
AerVenture, (ii) AerVenture agrees constitutes a Security Document, or (iii) is
entered into in substitution for or which amends, supplements, varies or
novates all or any part of any of the documents referred to in this definition
(including this part (p)) and is requested or consented to by AerVenture,  and means, generally, all of
the foregoing in relation to all of the Aircraft, and Security
Document shall be construed accordingly;  Security Periodmeans the
period commencing on the Signing Date and ending on the date upon which the
Secured Obligations shall have been satisfied in full;  Security Trusteemeans Calyon,
asociété anonyme established under the
laws of France with a capital social
of 6,055,504,839 Euros, whose registered office is at 9 Quai du President Paul
Doumer, 92920 Paris La Defense Cedex, France in its capacity as security
trustee for the ECA Lenders, together with its successors, permitted assignees
and permitted transferees;  Sellermeans, in
respect of an Aircraft, the Manufacturer or AerVenture (as applicable), being
the person who sells that Aircraft to the relevant Borrower;  Servicersmeans each of the Original Servicers and each other directly or
indirectly owned subsidiary of AerCap Holdings, the shares in which are one
hundred per cent (100%) owned directly or indirectly by AerCap Holdings, which
replaces an Original Servicer pursuant to a Servicing Agreement for the
purposes of providing the relevant services specified therein and Servicermeans any of them.  Servicing
Agreementmeans the Original
Servicing Agreement or any other servicing agreement which is from time to time
entered into between, among others, a Servicer or Servicers and AerVenture with
respect to the provision of services of the same type as those which are the
subject of the Original Servicing Agreement;  122


Share Chargesmeans together
each of the Borrower Share Charges and each of the Lessee Share Charges, and Share Charge means any of them;  Share Pledgemeans the
document so entitled entered into between AerVenture, the Principal Borrower
and each Principal Lessee in respect of the shares in each Principal Lessee;  Shareholder Fundsmeans, at any time, the sum of AerCap Holdings share capital plus
retained earnings (or, as applicable, accumulated deficit) minus AerCap
Holdings OCL or, as applicable, plus AerCap Holdings OCI;  Signing Datemeans                                          ;  Standardmeans, in
relation to any particular issue or matter, the standard which a reputable
international aircraft operating lessor would apply in the applicable
circumstances having regard, where relevant, to:  (a)the credit standing of the
relevant or proposed Sub-Lessee or Sub-Sub-Lessee;  (b)the economic terms of the
relevant or proposed Sub-Lease or Sub-Sub-Lease;  (c)the negotiating position of
the relevant or proposed Sub-Lessee or Sub-Sub-Lessee and the AerCap Group and
taking into account prevailing market conditions; and  (d)the rights and interests of
COFACE and the Lenders in and to the Aircraft and under the Transaction
Documents;  State of Incorporationmeans, in
respect of any person, the state or country in which that person is
incorporated and under whose laws it is existing and, if different, the state
or country in which it has its principal place of business;  State of Registrationmeans, in
respect of any Aircraft, the state or country in which the Aircraft is
registered from time to time pursuant to paragraph 1 of Schedule 7;  Sub-Leasemeans each
sub-lease of an Aircraft entered into by a Lessee in accordance with clause
6.2;  Sub-Lease Accountmeans, in
respect of an Aircraft or a Sub-Lease, the Dollar account so designated held by
the Lessee which is the lessor under that Sub-Lease with the Sub-Lease Account
Bank for that Aircraft, and includes any redesignation and sub-accounts
thereof;  Sub-Lease Account Bankmeans,
Rabobank or in respect of an Aircraft and a Sub-Lease, such other bank or
financial institution as may be nominated by AerVenture and approved by the
Security Trustee (acting on the instructions of the ECA Agent which, in turn,
is acting on the instructions of all of the ECA Lenders) and includes its
successors in title;  Sub-Lease Account Chargemeans, in
respect of an Aircraft or a Sub-Lease, the charge, pledge or other Lien over
the Sub-Lease Account for that Aircraft in form and substance reasonably satisfactory
to the Security Trustee granted by the Lessee which is the lessor under that
Sub-Lease in favour of:  (a)where that Lessee is the
lessee under an Intermediate Lease for that Aircraft, the other Lessee which is
the lessor under that Intermediate Lease; or  123


(b)otherwise, the Borrower
which is the lessor under the Lease for that Aircraft,  together with an
acknowledgment of the Sub-Lease Account Bank thereto which shall confirm
(without limitation) that, upon notification from the Security Trustee that a
Trigger Event has occurred and is continuing, only the Security Trustee shall
be entitled to withdraw or transfer monies from that Sub-Lease Account (or
direct the same) and that it waives all rights of set off in relation to monies
from time to time standing to the credit of that Sub-Lease Account;  Sub-Lease Credit Documentmeans, in
relation to any Sub-Lease, each letter of credit, guarantee or other similar
credit enhancement document provided by any person to support or guarantee any
of the obligations of the relevant Sub-Lessee under that Sub-Lease;  Sub-Lease Requirementsmeans the
requirements set out in Schedule 8;  Sub-Lesseehas the
meaning ascribed thereto in paragraph 1 of Schedule 8;  Sub-Lessee Notice and
Acknowledgementmeans a notice in the form and terms of Schedule 1
to a Security Assignment together with an acknowledgement (if any) in the form
and terms of Schedule 2 to that Security Assignment;  Sub-Lessee Securitymeans, in respect
of an Aircraft (i) any security deposit which has been paid or which is
payable in cash by the relevant Sub-Lessee pursuant to any Sub-Lease for that
Aircraft, and/or (ii) any letter of credit which any Lessee has procured
the issue of in lieu of that security deposit, in each case, in accordance with
the terms of that Sub-Lease;  Subordinated Debtmeans, in
relation to AerVenture at any time, AerVentures indebtedness under all
subordinated loan agreements entered into by AerVenture, as shown in the
accounts most recently provided to the Security Trustee pursuant to clause
5.2.3;  Subordinated Secured Obligationsmeans the
Secured Obligations to the extent owed to a Lessee;  Subordination Acknowledgementmeans each
acknowledgement issued or to be issued by a Sub-Sub-Lessee to a Lessee as
contemplated and required pursuant to paragraph 3.1.2 of Schedule 8;  Subsidiarymeans, in
relation to any person, any other person:  (a)which is controlled,
directly or indirectly, by the first mentioned person (and, for this purpose, a
person shall be treated as being controlled by another if that other person is
able to direct its affairs and/or control the composition of its board of
directors or equivalent body);  (b)more than half the issued
share capital of which is beneficially owned, directly or indirectly, by the
first mentioned person;  (c)which is a Subsidiary of
another Subsidiary of the first mentioned person; or  (d)where the beneficial
interest of such other person, if it is a trust, association or other
unincorporated organisation, is more than fifty per cent (50%) owned, directly
or indirectly, by the first mentioned person;  124


Sub-Sub-Leasemeans a
sub-sub-lease of the Aircraft entered into by a Sub-Lessee in accordance with
clause 6.2;  Sub-Sub-Lesseehas the
meaning ascribed thereto in paragraph 1 of Schedule 8;  Sub-Sub-Lessee Noticemeans a notice
in the form and terms of Schedule 8 to a Security Assignment;  Support Agreementmeans the
guarantees, or other support of the Borrowers obligations under the ECA Loan,
issued or to be issued by COFACE, including the Accord de Garantie to be
entered into between COFACE and the ECA Lenders;  Taxesand taxes means all present and future taxes, levies, imposts,
duties (including, without limitation, customs duties), withholdings,
assessments, fees or charges of any nature whatsoever, and wheresoever and by
whomsoever imposed, together with any penalties, additions to tax, fines or
interest with respect to any of the foregoing, and Tax,
tax, Taxation
and taxation shall be construed
accordingly;  Technical Recordsmeans, in
respect of an Aircraft, all technical data, manuals, computer records, logbooks
and other records required to be maintained pursuant to any law or regulation
or any requirement for the time being of the applicable Aviation Authority and
relating to that Aircraft or any of its Engines or any of its Parts;  Termination Amountmeans any ECA
Termination Amount;  Termination Eventmeans, in respect
of an Aircraft, any Lease Termination Event in respect of that Aircraft and any
Borrower Termination Event in respect of that Aircraft, and means generally any
of the foregoing in relation to any of the Aircraft;  Testing Datemeans:  (a)the last day of each
semi-annual accounting period of AerCap Holdings;  (b)if clause 5.2.3(d) applies
or in order to enable AerCap Holdings to establish that a Trigger Event is no
longer continuing, the last day of each relevant calendar month; and  (c)the date of each Drawdown
Notice;  Total Assetsmeans, in
relation to AerCap Holdings at any time, the total of AerCap Holdings assets,
as shown in the accounts most recently provided to the Security Trustee
pursuant to clause 5.2.3;  Total Losswith respect
to any Aircraft, any Airframe or any Engine means:  (a)its actual, constructive,
compromised, arranged or agreed total loss (including any damage thereto or
requisition for use or hire which results in an insurance settlement on the
basis of a total loss); or  (b)its destruction, damage
beyond repair or being rendered permanently unfit for normal use for any reason
whatsoever; or  125


(c)the requisition of title or
other compulsory acquisition of that Aircraft, Airframe or Engine by any
Government Entity (whether de jure or de facto), but excluding requisition for use or hire not
involving requisition of title; or  (d)the hi-jacking, theft,
disappearance, confiscation, detention, seizure, deprivation or requisition for
use or hire of that Aircraft, Airframe or Engine which deprives any person
permitted by this Agreement to have possession and/or use of the Aircraft, the
Airframe or any Engine of its possession and/or use for more than one hundred
and twenty (120) consecutive days,  and a Total Loss of the
Aircraft shall be deemed to have occurred if a Total Loss occurs with respect
to the Airframe;  Total Loss Payment Datemeans, in
respect of any Total Loss, the earlier of (a) one hundred and eighty (180)
days after that Total Loss occurs or, in the case of a Total Loss resulting
from any of the circumstances referred to in paragraph (d) of the
definition of Total Loss, sixty (60) days after that Total Loss occurs, and (b) the
date of receipt of the relevant Total Loss Proceeds;  Total Loss Proceedsmeans the
proceeds of the hull Insurances in respect of an Aircraft or any compensation
for a Compulsory Acquisition of an Aircraft, in each case, with respect to a
Total Loss;  Transaction Documentsmeans, in
respect of an Aircraft, together:  (a)this Agreement, each
Accession Deed, each Transfer Certificate and the Fees Letters, in each case,
to the extent that it relates to that Aircraft;  (b)the Lease for that Aircraft,
any Intermediate Lease for that Aircraft, any Lessee Novation entered into by a
Lessee which is a party to that Lease and/or Intermediate Lease and any
Borrower Novation entered into by a Borrower which is a party to that Lease;  (c)the Security Documents for
that Aircraft;  (d)the ECA Utilisation Documentation
and the ECA Drawdown Notice for the ECA Loan in respect of that Aircraft;  (e)any document, instrument or
memorandum which (i) is executed and delivered in connection with a
restructuring of all or any part of any of the documents referred to in this
definition (including this part (e)) and is requested or consented to by
AerVenture, (ii) AerVenture agrees constitutes a Transaction Document, or (iii) is
entered into in substitution for or which amends, supplements, varies or
novates all or any part of any of the documents referred to in this definition
(including this part (e)) and is requested or consented to by AerVenture,  and means, generally, all of
the foregoing in relation to all of the Aircraft, and Transaction
Document shall be construed accordingly;  Transfer Certificatemeans a
certificate in the form set out in Schedule 11 or in such other form as
the ECA Agent (acting on the instructions of all of the ECA Lenders) and
AerVenture  126


may agree or, if COFACE is
to become an ECA Lender, in such other form as shall be agreed by the ECA Agent
and AerVenture;  Transfereeshall have the
meaning given thereto in clause 30.3.1;  Transferorshall have the
meaning given thereto in clause 30.3.1;  Trigger Eventmeans the occurrence of any of the following events and circumstances:  (a)the Net Worth of AerCap
Holdings is, as at any Testing Date, less than seven hundred and sixty million
Dollars ($760,000,000);  (b)the ratio of the Shareholder
Funds of AerCap Holdings to the Total Assets of AerCap Holdings is, at any
Testing Date, less than fourteen per cent. (14%);  Trust Documentsmeans, in
respect of an Aircraft, each Transaction Document for that Aircraft to which
the Security Trustee is or becomes a party, other than this Agreements and the
Loan Agreement for that Aircraft, and means generally all of the foregoing, and
Trust Document means each or any of
them (as the context may require);  Trusteemeans Walkers
SPV Limited, in its capacity as trustee of the trusts created pursuant to the
Principal Declaration of Trust;  Trust Propertymeans (i) the
Trust Documents and the security, powers, rights, titles, benefits and
interests (both present and future) constituted by and conferred on the
Security Trustee under or pursuant to the Trust Documents or the other
Transaction Documents, and (ii) all Proceeds and any other moneys,
property or other assets paid or transferred to or vested in the Security
Trustee or received or recovered by the Security Trustee pursuant to, or in
connection with, any of the Trust Documents or the other Transaction Documents;  Unpaid Amounthas the
meaning given to that term in clause 4.7.1 of the relevant ECA Loan Agreement
and/or clause 8.3.1 of the relevant Lease, as applicable;  Unutilised ECA Facilitymeans, at any
time, the ECA Facility Amount, as that amount may have been reduced by the
amount of each ECA Loan made before that time;  US GAAPmeans the
accounting principles, practices and policies generally adopted and accepted in
the United States of America; and  Value Added Taxmeans value
added tax as provided for in the United Kingdom Value Added Tax Act 1994 and
legislation (whether delegated or otherwise) supplemental thereto or in any
primary or subordinate legislation promulgated by the European Union or any
body or agency thereof and any Tax similar or equivalent to value added tax
imposed by any country other than the United Kingdom and any similar or
turnover tax replacing or introduced in addition to any of the same.  1Headings  Clause headings
and the table of contents are inserted for convenience of reference only and
shall be ignored in the interpretation of this Agreement.  127


1.1Construction of certain terms  In
this Agreement, unless the context otherwise requires:  (a)references to clauses and schedules are to
be construed as references to the clauses of, and schedules to, this
Agreement and references to this Agreement include its schedules;  (b)references to (or to any specified provision of)
this Agreement or any other document shall be construed as references to this
Agreement, that provision or that document as in force for the time being and
as from time to time amended in accordance with the terms thereof, or, as the
case may be, with the agreement of the relevant parties and (where that consent
is, by the terms of this Agreement or the Transaction Document, required to be
obtained as a condition to that amendment being permitted) the prior written
consent of the Security Trustee;  (c)references to a regulation include any present or
future regulation, rule, directive, requirement, request or guideline (whether
or not having the force of law) of any agency, authority, central bank or
government department or any self-regulatory or other national or
supra-national authority;  (d)words importing the plural shall include the
singular and vice versa;  (e)references to a time of day are to Paris time;  (f)references to a person shall be construed as including
references to an individual, firm, company, corporation, unincorporated body of
persons or any state or any agency thereof;  (g)references to a guarantee include references to an
indemnity or other assurance against financial loss including, without
limitation, an obligation to purchase assets or services as a consequence of a
default by any other person to pay any Indebtedness and guaranteed shall be
construed accordingly;  (h)references to any enactment shall be deemed to
include references to that enactment as re-enacted, amended or extended; and  (i)the ejusdem generis rule shall not apply and
accordingly the interpretation of general words shall not be restricted by
being preceded by words including a particular class of acts, matters or things
or by being followed by particular examples.  128


Schedule 2  The
Lenders  Lender
  
  Lending Office
  
  ECA Portion by AircraftCalyon
  
  (in respect of the first five Aircraft to be financed hereunder which
  are delivered no later than 31st December 2009)
  
  Calyon
  9 Quai du Président Paul
  Doumer
  92920 Paris
  La Défense Cedex
  France
  
  100%
  
  (in respect of the first five Aircraft to
  be financed hereunder which are deliveredno later than 31st
  December  2009)  129


Schedule 3  The Aircraft  (1)
  
  (2)
  
  (3)
  
  (4)Scheduled
  Delivery Month
  
  Manufacturers
  Serial Number
  
  Aircraft Type
  
  Maximum Aircraft
  Amount USD million*Calyon
  
  before
  end of 2009
  
  tbd
  
  A320
  family aircraft
  
  40.2before
  end of 2009
  
  tbd
  
  A320
  family aircraft
  
  40.2before
  end of 2009
  
  tbd
  
  A320
  family aircraft
  
  40.2March 2009
  
  3835
  
  A320-200
  
  37.1December 2009
  
  tbd
  
  A320-200
  
  37.4Total
  
  195.1ECA Lenders - identity
  
  January 2010
  
  tbd
  
  A320-200
  
  43.6to be
  confirmed
  
  February 2010
  
  tbd
  
  A319-100
  
  40.8February 2010
  
  tbd
  
  A320-200
  
  43.7March 2010
  
  tbd
  
  A320-200
  
  43.9March 2010
  
  tbd
  
  A320-200
  
  43.9April 2010
  
  tbd
  
  A320-200
  
  43.8April 2010
  
  tbd
  
  A320-200
  
  43.8May 2010
  
  tbd
  
  A320-200
  
  43.9May 2010
  
  tbd
  
  A319-100
  
  41.0May 2010
  
  tbd
  
  A320-200
  
  43.9May 2010
  
  tbd
  
  A320-200
  
  43.9July 2010
  
  tbd
  
  A320-200
  
  41.3September 2010
  
  tbd
  
  A320-200
  
  44.3April 2011
  
  tbd
  
  A319-100
  or A320-200
  
  44.4May 2011
  
  tbd
  
  A319-100
  or A320-200
  
  44.4Total
  
  845.60 
 * final Aircraft Price to be agreed by Coface  130


Schedule 4  ECA
Utilisation Notice  To:
  Calyon9 Quai du Président Paul
  Doumer92920 Paris La Défense CedexFranceFacsimile No:
  +33 (0)1 41 89 85 75Attention:
  DFS / Middle Office Aviation GroupFrom:
  AerVenture Limited (AerVenture)  Facility Agreement dated [             
] and made between, amongst others, you and AerVenture, as amended,
supplemented or acceded to from time to time (the Agreement)  AerVenture
hereby gives notice in accordance with clause 3.1.1 of the Agreement that it
wishes to utilise an ECA Loan and that:  (a)the proposed ECA Drawdown
Date for that ECA Loan is [                  ];  (b)the proposed Final ECA
Repayment Date for that ECA Loan is [                  ];  (c)the amount of the proposed
ECA Loan is [                  ];  (d)the details of the relevant
Aircraft are: [type], [manufacturers
serial number], [proposed registration mark],
[Engine Manufacturer], [Engine type], [Engine manufacturers
serial numbers];  (e)[the proposed Sub-Lessee of
that Aircraft is [                  ]
and its principal place of business is [                  ]
[and the proposed Sub-Sub-Lessee of that Aircraft is [                  ]
and its principal place of business is [                  ]];  (f)that Aircraft will initially
be registered in [                  ]
and it is [not] proposed that there will be a Mortgage over that Aircraft;  (g)the anticipated Aircraft
Purchase Price for that Aircraft is [                  ];  (h)the identity of each
Borrower and Lessee to be party to the Transaction Documents for that Aircraft
are [name and jurisdiction and any other relevant
information]; and  (i)[we attach hereto a
Certified Copy of the [latest draft]/[executed version] of the proposed
Sub-Lease for that Aircraft].  131


Terms
used herein defined in the Agreement have the same meanings herein.  AERVENTURE LIMITED  By: Name: Title:   132


Schedule 5
- IDERA  Form of
Irrevocable De-registration and Export Request Authorisation  [insert date]  To:      [Insert name of Registry
Authority]  Re:      Irrevocable
De-Registration and Export Request Authorisation  The
undersigned is the registered [operator] [owner] of the Airbus [A319] [A320]
[A321] aircraft bearing manufacturers serial number [·] and registration [·] (together with all installed, incorporated or
attached accessories, parts and equipment the Aircraft).  This
instrument is an irrevocable de-registration and export request authorisation
issued by the undersigned in favour of [insert name of Security
Trustee] (the Authorised Party)
under the authority of Article 25 of the Consolidated Text of the
Convention on International Interests in Mobile Equipment and the Protocol to
the Convention on International Interests in Mobile Equipment on Matters
specific to Aircraft Equipment. In accordance with that Article, the
undersigned hereby requests:  (a)recognition
that the authorised party or the person it certifies as its designee is the
sole person entitled to:  (i)procure the
de-registration of the aircraft from the [insert name of aircraft
register] maintained by the [insert name of registry
authority] for the purposes of Chapter III of the Convention on
International Civil Aviation, signed at Chicago, USA on 7 December 1944;
and  (ii)procure the
export and physical transfer of the aircraft from [insert name of country]; and  (b)confirmation
that the authorised party or the person it certifies as its designee may take
the action specified in paragraph (a) above on written demand without the
consent of the undersigned and that, upon such demand, the authorities in [insert name of country] shall co-operate with the authorised
party with a view to the speedy completion of such action.  The
rights in favour of the authorised party established by this instrument may not
be revoked by the undersigned without the written consent of the authorised
party.  Please
acknowledge your agreement to this request and its terms by appropriate
notation in the space provided below and by lodging this instrument in [insert name of registry authority].  [insert name of operator/owner]Agreed to and lodged this
  
  By: [insert name of signatory][insert date]
  
  Its: [insert
  title of signatory][insert relevant notational details]  133


Schedule 6  ECA
Loan Agreement  (as attached)   134


Schedule 7  Operational
Undertakings  1Registration,
title and nameplates  (a)The Lessee shall:  (i)ensure that Aircraft is registered with the Aviation
Authority in a country which is not, at the time of that registration, a
Prohibited Country;  (ii)ensure that the relevant Borrowers ownership
interest in the Aircraft is registered, recorded and noted in the register
maintained by the Aviation Authority to the fullest extent possible in
accordance with Applicable Laws of the State of Registration;  (iii)subject to paragraph 1(c) below, ensure that a
Mortgage is executed and that that Mortgage is registered and/or the interest
of the Security Trustee in the Aircraft is registered, in each case, in the
register (if any) maintained by the Aviation Authority and, in each case, to
the fullest extent possible in accordance with Applicable Laws of the State of
Registration, and the Borrower agrees, as soon as reasonably practicable
following a written request by the Lessee, to execute that Mortgage; and  (iv)ensure that the Aircraft is habitually based in a
Habitual Base which is not, at the time of entering into the related Sub-Lease,
a Prohibited Country; and  (v)ensure that Aircraft is not flown to or within a
Prohibited Country.  (b)There shall be no change in the State of
Registration of the Aircraft unless and until the Lessee provides an opinion of
counsel acceptable to the Security Trustee (acting in accordance with the
instructions of the ECA Agent which, in turn, is acting on the instructions of
all of the ECA Lenders (acting reasonably)), in form and substance reasonably
satisfactory to the Security Trustee, addressed to the Security Trustee, with
respect to the laws of the new State of Registration, subject to customary
qualifications and assumptions.  (c)If:  (i)the Taxes, fees, costs and expenses referred to in
clauses 14.4 and 14.5 would, in relation to any individual Mortgage for an
Aircraft and/or any registration contemplated by paragraph 1(h) below,
exceed twenty thousand Dollars ($20,000); and  (ii)the Security Trustee has received (in a reasonably
satisfactory form) a legal opinion from counsel acceptable to the Security
Trustee (acting in accordance with the instructions of the ECA Agent which, in
turn, is acting on the instructions of all of the ECA Lenders (acting
reasonably)) in the State of Incorporation of the relevant Sub-Lessee and (if
applicable) Sub-Sub-Lessee and, if different, the Habitual Base for that
Aircraft demonstrating that the rights of the Security Trustee to terminate the  135


relevant Sub-Lease and (if applicable) Sub-Sub-Lease
and repossess that Aircraft pursuant to the Security Documents for that
Aircraft give at least equivalent protection as the rights the Security Trustee
would have enjoyed if (A) in the case of a Mortgage, a Mortgage had been
executed and registered, and/or (as applicable) (B) in the case of any
registration contemplated by paragraph 1(h) below, that registration had
been effected (in each case, subject to customary exclusions and
qualifications),  then, unless any of the ECA
Finance Parties elect to pay the amount by which such Taxes, fees, costs and
expenses exceed twenty thousand Dollars ($20,000), the Lessee shall not be
required to procure the execution and/or registration of a Mortgage for that
Aircraft and/or (as applicable) the relevant registration contemplated by
paragraph 1(h) below.  (d)The Lessee shall not do or knowingly permit to be
done anything that would jeopardise the rights of the relevant Borrower as
owner of the Aircraft (or of the Security Trustee as mortgagee) or that would
prejudice or cancel any registration required by this Agreement and shall cause
to be taken all actions necessary or reasonably requested by the Security
Trustee (acting in accordance with the instructions of the ECA Agent which, in
turn, is acting in accordance with the instructions of all of the ECA Lenders)
to prevent the rights of the relevant Borrower as owner of the Aircraft (or of
the Security Trustee as mortgagee) from being jeopardised, and shall not do or
permit to be done anything which, or omit to do anything the omission of which,
would or would be likely to prejudice any material right that the relevant
Borrower or the Security Trustee may have against the Manufacturer, the
relevant Engine Manufacturer, any maintenance provider or any supplier or
manufacturer of the Aircraft or any part thereof under the Purchase Documents,
the documents constituting the Engine Warranties (as defined in the relevant
Engine Warranties Agreement) or any other agreement in respect of the Aircraft
or any part thereof. Subject always to clause 14.6, at the reasonable request
of the Security Trustee (acting in accordance with the instructions of the ECA
Agent which, in turn, is acting in accordance with the instructions of all of
the ECA Lenders), the Lessee will do all acts and things (including making any
filing, registration or recording with the Aviation Authority or any other
Government Entity or as required to comply with any Applicable Law) and
execute, notarise, file, register and record all documents as may be required
by the Security Trustee (acting in accordance with the instructions of the ECA
Agent which, in turn, is acting in accordance with the instructions of all of
the ECA Lenders) and which it is possible for the Lessee to do under Applicable
Laws of the State of Registration to establish, maintain, perfect, protect and
preserve the rights and interests of the relevant Borrower or of the Security
Trustee as mortgagee and in the Aircraft.  (e)The Lessee shall affix, maintain and shall not cover
up (or permit to be covered up) a fireproof plate (having dimensions of not
less than 10 cm. x 7 cm.) in a prominent position on the flight-deck or cockpit
of the Aircraft and in a prominent position on each of its Engines stating:  THIS AIRCRAFT IS OWNED BY
[  ], IS LEASED TO [  ], IS SUBLEASED TO [INSERT NAME OF
SUB-LESSEE] AND IS MORTGAGED TO CALYON.  136


(f)The Lessee shall not hold itself out to any third
party as owner of the Aircraft or any part of it, and when any third party
inquires as to the ownership of the Aircraft or any part thereof, it will make
clear to that third party that title to the same is held by the relevant
Borrower subject to the Mortgage for the Aircraft (if any) and the English Law
Mortgage for the Aircraft. The Lessee shall not at any time represent or hold
out any Indemnitee as carrying goods or passengers on the Aircraft or as being in
any way connected or associated with any operation of carriage (whether for
hire or reward, or gratuitously) that may be undertaken by the Lessee, any
Sub-Lessee or any Sub-Sub-Lessee.  (g)The Lessee has no authority to pledge, and shall not
pledge, the credit of any Indemnitee for any fees, costs or expenses connected
with any maintenance, overhaul, repairs, replacements or modifications to the
Aircraft or any part thereof or otherwise connected with the use or operation
of the Aircraft or any part thereof.  (h)The Lessee will execute, deliver, notarise and
legalise all documents and take all actions (including making any filing,
recording or registration with the Aviation Authority or any other Government
Entity or as required to comply with any Applicable Law and amending any
Transaction Document) as may from time to time be required by the Security
Trustee (acting in accordance with the instructions of the ECA Agent which, in
turn, is acting in accordance with the instructions of all of the ECA Lenders
(acting reasonably)) to establish, maintain, preserve, perfect and protect the
rights and interests of the Relevant Parties in the Aircraft and the
Transaction Documents including as requested by the Relevant Agent if in the
State of Registration, the Habitual Base or the jurisdiction of incorporation
of the Lessee or the Lessor there is, or is brought into force, any legislative
or other provisions giving effect to the Geneva Convention or otherwise
relating to recognition of rights in aircraft.  (i)If at any time any of the State of Registration or
the jurisdiction of incorporation of the Lessee or the relevant Borrower, is,
or becomes, a Contracting State to the Cape Town Convention and either:  (i)the Contracting State has made any declaration under
the Cape Town Convention which may, in any way, affect the determination of
priority (including the protection of any existing priority) of any rights
(including pre-existing rights), title and interests of the Relevant Parties
hereunder or under any of the Transaction Documents which constitute or create
an International Interest or National Interest in accordance with the
provisions of the Cape Town Convention; or  (ii)any amendment and/or repeal of any part of the Cape
Town Convention is adopted by any such jurisdiction(s) which, in the
opinion of the ECA Finance Parties, necessitates the registration of any or all
of the Transaction Documents which constitute or create an International
Interest or National Interest in accordance with the provisions of the Cape
Town Convention,  137


the Lessee shall, upon the
request of the Security Trustee (acting in accordance with the instructions of
the ECA Agent which, in turn, is acting in accordance with the instructions of
all of the ECA Lenders) cause:  (A)all of the Transaction Documents which constitute or
create an International Interest or a National Interest to be duly registered
in accordance with the provisions of the Cape Town Convention; and  (B)all other filings and recordings and all such other
action including the entry into of new documentation necessary to constitute
the leasing of the Aircraft under this Agreement or any Security as
International Interests or National Interests under the Cape Town Convention
which, in the case of Security, may be in addition to or in substitution for
the Security contemplated as at the date of this Agreement,  to protect and perfect the
respective rights, title and interests of the Relevant Parties hereunder and
thereunder.  (j)Where the Cape Town Convention permits any of the
Parties to consent or to agree to a provision of the Cape Town Convention
applying or not applying, the Lessee agrees that the terms of any such new
documentation will provide for the Lessees consent or agreement as required by
the Security Trustee (acting in accordance with the instructions of the ECA
Agent which, in turn, is acting in accordance with the instructions of all of
the ECA Lenders). The Lessee consents to the registration of any Prospective
International Interests, International Interests and National Interests from
time to time arising under this Agreement, the Transaction Documents at the
International Registry and shall co-operate with the ECA Finance Parties and
procure that any relevant third party which is not an ECA Finance Party
(including any sublessee) takes all actions necessary on its part to ensure
that:  (i)all International Interests, Prospective
International Interests and National Interests which the Security Trustee
(acting in accordance with the instructions of the ECA Agent which, in turn, is
acting in accordance with the instructions of all of the ECA Lenders) requires
to be registered are promptly registered at the International Registry with the
priority required by the Security Trustee; and  (ii)all International Interests, Prospective
International Interests, National Interests and Non-Consensual Rights or
Interests which the Lessor requires to be removed or discharged are promptly
removed or discharged.  The Lessee shall be
responsible for all costs and expenses incurred by COFACE and the
Administrative Parties in connection with any registrations, recordings or
filings contemplated in this paragraph (j);  (k)Subject to sub-paragraph (m) below, the Lessee
undertakes promptly on delivery of each Aircraft from the Manufacturer, or, as
the case may be, upon any registration being effected pursuant to sub-paragraph
(j) above to submit an  138


IDERA for recordation by the Aviation Authority.
Following recordation by the Aviation Authority, the Lessee shall return the
IDERA to the Security Trustee.  (l)The Lessee undertakes not to execute or submit an
IDERA for recordation in favour of any creditor other than the relevant
Borrower or the Security Trustee without the Security Trustees prior written
consent (acting in accordance with the instructions of the ECA Agent which, in
turn, is acting in accordance with the instructions of all of the ECA Lenders).  (m)The Lessee shall not be obliged to submit an IDERA
for recordation by the Aviation Authority where the ECA Finance Parties have
received confirmation from legal counsel reasonably acceptable to the ECA
Finance Parties in the relevant jurisdiction that it is not customary for
aircraft owners, operators or any other party to submit an IDERA for
recordation by the Aviation Authority in the relevant jurisdiction.  2Liens  The Lessee shall not create or permit to arise or subsist any
Lien (other than Permitted Liens) over or with respect to the Aircraft or any
part thereof and shall as soon as reasonably practicable, at its own expense,
discharge or procure the discharge of any such Lien if the same shall exist at
any time. The Lessee shall not attempt or hold itself out as having any power
to sell, charge, lease or otherwise dispose of or encumber the Aircraft or any
of its Engines or Parts other than as permitted under this Agreement or any
other Transaction Document.  3Information and
records  (a)The Lessee shall keep, or procure that there are
kept, the Technical Records and shall keep as part thereof accurate, complete
and current records of all flights made by the Aircraft, each of its Engines
and each of its Parts, and of all maintenance and repairs carried out on the
Aircraft, each of its Engines and each of its Parts, in accordance with the
Standard. During any Off-Lease Period, the Technical Records shall be kept and
maintained in English. In addition, if, upon the expiry or other termination of
any Sub-Lease, the Technical Records are then not wholly in English, the Lessee
shall procure that they are as soon as reasonably practicable translated into
English. Except as required by Applicable Law, the Technical Records shall be
the property of the relevant Borrower and shall be subject to the Mortgage (if
any) for the Aircraft and the English Law Mortgage for the Aircraft.  (b)The Lessee shall as soon as reasonably practicable
on becoming aware of the same notify the Security Trustee of:  (i)any Total Loss with respect to the Aircraft, its
Airframe or any of its Engines;  (ii)any loss, theft, damage or destruction of or to the
Aircraft or any part thereof if the potential cost of repairs or replacement
could reasonably be expected to exceed the Damage Notification Threshold or its
equivalent in any other currency; and  139


(iii)any loss, arrest, hijacking, confiscation, seizure,
requisition, impound, taking in execution, detention or forfeiture of the Aircraft.  4Lawful and safe
operation  The Lessee will:  (a)ensure that each Sub-Lease contains provisions in
relation to the lawful and safe operation of the Aircraft that are consistent
with the Standard; and  (b)not permit the Aircraft to be operated or used at
any time for any illegal purpose or in an illegal manner, or operated or
located in an area excluded from coverage by the Insurances.  5Inspections  (a)During the course of formulating a Sub-Lease, the
Lessee, based on its knowledge and experience, will define intervals at which
it will inspect the Aircraft. At the commencement of any Sub-Lease, the Lessee
shall inform the Security Trustee of such inspection interval. In the event
that there is any change in the inspection intervals during the term of such
Sub-Lease, the Lessee shall as soon as reasonably practicable inform the
Security Trustee of such change. Upon completion of such inspections, the
Lessee shall provide a copy of the inspection report to the Security Trustee,
together with any conclusions that might (i) impact on or indicate a
change to the Lessees ability to repossess the Aircraft; or (ii) result
in non-compliance with the terms of the Sub-Lease; or (iii) in the Lessees
sole opinion have a substantive effect on the market value or marketability of
the Aircraft.  (b)Where the inspection report indicates any of the
above, the Lessee shall inform the Security Trustee of what action the Lessee
is taking to rectify the situation and shall continue to inform the Security
Trustee of any actions until the Lessee, in its sole opinion, is satisfied that
such conclusions are no longer relevant.  (c)If the Security Trustee (acting in accordance with
the instructions of the ECA Agent which, in turn, is acting in accordance with
the instructions of all of the ECA Lenders (acting reasonably)) wishes to
inspect the Aircraft (i) at any time when a Trigger Event has occurred and
is continuing, outside the intervals referred to in paragraph (a) above,
and/or (ii) because it is not satisfied with any information provided to
it pursuant to paragraph (a) and/or paragraph (b) above, the Lessee
shall procure that the Security Trustee or its duly authorised agent is
provided with access to the Aircraft for such purpose.  (d)The Lessee shall ensure that it is entitled under
the terms of the relevant Sub-Lease, on receiving notice from the Security
Trustee, to require that the relevant Sub-Lessee permits the Security Trustee
or its duly authorised agent to inspect the relevant Aircraft, its Technical
Records and/or its Engines whenever the Security Trustee is entitled to do so
pursuant to paragraph (c) above but subject to reasonable notice and no
interruption of the operation of the Aircraft. To the extent practicable, any
such inspection shall be co-ordinated so as to take place at the same time as
the Lessee is conducting its inspection. The Security Trustee  140


shall have no duty to make any such inspection and
shall not incur any liability or obligation by reason of not making any such
inspection.  (e)All inspections undertaken by the Security Trustee
or its duly authorised agent as contemplated by this paragraph 5 shall be at
the cost of the Borrowers.  6Prevention of
arrest  The Lessee will not do, and will use all reasonable
endeavours to prevent, any act which could reasonably be expected to result in
the Aircraft or any of its Engines being arrested, confiscated, seized, taken
in execution, impounded, forfeited, detained in exercise or purported exercise
of any possessory Lien or other claim or otherwise taken from the possession of
the Lessee, any Sub-Lessee or any Sub-Sub-Lessee and, if any such arrest,
confiscation, seizure, taking, impounding, forfeiture or detention occurs, the
Lessee will give the Security Trustee written notice thereof as soon as
reasonably practicable, and will make all reasonable efforts to procure the
prompt release of the Aircraft and each of its Engines.  7Maintenance and
repair - general  The Lessee shall procure that the Aircraft is not operated in
any manner whatsoever other than by (a) a Sub-Lessee or Sub-Sub-Lessee in
possession of a valid, current and up to date Air Operators Certificate for
aircraft of the same type as the Aircraft, or (b) during any Off-Lease Period,
duly qualified pilots and crew employed by the Lessee and possessing all
certificates and licenses required by Applicable Law. The Lessee shall perform
or cause to be performed all service, inspection, maintenance, modification,
storage, repair and overhaul in accordance with the Maintenance Programme and
in a maintenance facility approved by AerVenture in accordance with the
Standard.  8Parts; Engines;
modifications and related matters  The Lessee shall be entitled to, and may permit any Sub-Lessee
or Sub-Sub-Lessee to:  (a)substitute and/or replace Parts, on a temporary or
permanent basis;  (b)pool Parts;  (c)make modifications to the Aircraft; and  (d)remove, interchange, pool, install, substitute
and/or replace any Engine, on a temporary or permanent basis,  provided, in each case, that:  (i)such action is consistent with the Standard; and  (ii)title to any Engine or Part is retained by the
Borrower and subject to the Mortgage (if any) and the English Law Mortgage,
unless the Borrower has obtained title to a replacement Engine or Part having
the same or higher standard in terms of serviceability, airworthiness and
fitness for use as the Engines or Part that it replaced. Upon such a
transfer, such replaced  141


Engine or Part shall, without further act,
become subject to the Mortgage (if any) and the English Law Mortgage, and title
to the replaced Engine or Part shall vest in the Lessee free from Borrowers
Liens, Finance Party Liens and the Liens constituted by the Security Documents.  9Title  From the time when the relevant Borrower acquires title to
the Aircraft from the Seller pursuant to the Purchase Documents, title to the
Aircraft shall remain vested in the relevant Borrower subject to the Mortgage
and Permitted Liens and any assignment, charge, transfer of title, sale or
disposal the relevant Borrower may make in accordance with this Agreement. Save
as aforesaid, the relevant Borrower gives no condition, warranty or
representation in respect of title to or its interest in the Aircraft, and all
such conditions, warranties or representations, expressed or implied, statutory
or otherwise, are hereby expressly excluded.  10Insurances - obligation to
insure  (a)General  The Lessee shall effect and
maintain or cause to be effected and maintained in full force and effect
insurances on and with respect to the Aircraft that comply with the provisions
of this Agreement. The Lessee further agrees that such insurances shall reflect
prudent industry practice in the international aviation insurance market for
air carriers comparable to the relevant operator operating the same type of
aircraft as the Aircraft on similar routes and shall be effected and maintained
with insurers and reinsurers and/or through brokers, in each case, of
recognised standing in the London, Paris or New York market or otherwise
reasonably satisfactory in all respects to the Security Trustee.  The insurances will be
effected either:  (i)on a direct basis with insurers of recognised
standing who normally participate in aviation insurances in the leading
international insurance markets and led by internationally recognised and
reputable underwriter(s); or  (ii)with a single internationally recognised and
reputable insurer or group of internationally recognised and reputable insurers
who does not retain the risk but effects substantial reinsurance with
reinsurers in the leading international insurance markets and through brokers
each of internationally recognised standing in the international aviation
insurance markets for a percentage which is consistent with prudent market
practice but shall not be less than ninety per cent. (90%), except in respect
of an Aircraft on lease to a Sub-Lessee or Sub-Sub-Lessee incorporated in the Peoples
Republic of China in which case reinsurance shall be for a percentage not less
than sixty six per cent. (66%) (the Reinsurances).  (b)Hull insurance with respect to the Aircraft  The Lessee shall obtain and
maintain, or cause to be obtained and maintained, with respect to the Aircraft
the following insurance coverage:  142


(i)Hull All-Risks of loss or damage while flying and
on the ground with respect to the Aircraft on an agreed value basis for an
amount not less than the Required Insurance Value;  (ii)All-Risks (including War and Allied Risk except
when on the ground or in transit other than by air) property insurance on all
Engines and Parts when not installed on the Aircraft on an agreed value basis
for their full replacement value and including engine test and running risks;
and  (iii)Hull War and Allied Perils as per and as wide as
LSW555D including if generally available at a commercially reasonable rate and
otherwise permitted confiscation and requisition by the State of Registration
on an agreed value basis for an amount not less than the Required Insurance
Value,  with a hull deductible of
not more than seven hundred and fifty thousand Dollars ($750,000) or such
higher deductible as shall be industry standard applied by all risks
underwriters from time to time.  All such
insurance coverage shall be in Dollars.  (c)Terms specific to hull insurance  The Insurances required
under paragraph 10(b) above shall be provided on an agreed value basis
and the policies shall, to the extent not in conflict with AVN 67B or any
replacement or equivalent thereof:  (i)include the relevant Borrower, the relevant Lessee(s) and
the Security Trustee acting on behalf of the ECA Finance Parties as additional
insureds for their respective rights and interests (the Hull
Additional Insureds) with the Security Trustee named as Sole Loss
Payee;  (ii)include a loss payable section that provides that
all insurance proceeds in respect of a Total Loss shall be settled in Dollars
and paid to the Security Trustee as Sole Loss Payee or its designee;  (iii)be subject to such exclusions and deductibles as are
consistent with prudent market practice;  (iv)not contain any right on the part of the insurers to
replace the Aircraft,  and the certificate of
insurance will show all aggregate or overall limits applicable to war risks and
spares insurance.  In the event that separate
insurances are arranged to cover the Hull All-Risks insurance and the Hull
War-Risks and related insurances, the underwriters subscribing to that
insurance agree that, in the event of any dispute as to whether a claim is
covered by the Hull All-Risks or Hull War-Risks policies, that claim be
settled on a 50/50 claim funding basis in accordance with AVS103 (or similar).  (d)Liability insurance with respect to the Aircraft  143


(i)The Lessee shall obtain and maintain or cause to be
obtained and maintained a policy or policies of comprehensive insurance
covering third party legal liability, bodily injury and property damage,
passenger legal liability, baggage, cargo and mail for a combined single limit
of not less than $600,000,000, for any one accident, that policy or policies to
cover war risks and allied perils in accordance with extended coverage
endorsement AVN.52(E) with an extended aggregate coverage limit of not
less than $600,000,000 any one occurrence and in the annual aggregate.  (ii)The policies evidencing the Insurance required under
paragraph 10(d)(i) above shall, to the extent not in conflict with AVN 67B
or any replacement or equivalent thereof:  (A)include each of the Indemnitees and its employees,
shareholders, directors, officers and agents as additional insureds (the Liability Additional Insureds) for their respective rights
and interests;  (B)provide that all the provisions thereof, except the
limits of liability, shall operate to give each of the Liability Additional
Insureds the same protection as if there were a separate policy issued to, and
covering, each of the Liability Additional Insureds; and  (C)be primary and without right of contribution from
other insurance that may be available to any of the other Liability Additional
Insureds.  (e)Provisions relating to all Insurances  The policies evidencing any
of the Insurances required under this Agreement shall, to the extent not in
conflict with AVN 67B or any replacement or equivalent thereof:  (i)provide that the Insurances shall not be
invalidated, so far as concerns any of the Hull Additional Insureds and the
Liability Additional Insureds (collectively the Additional
Insureds and each an Additional Insured),
by any action or inaction or omission (including misrepresentation and
nondisclosure) by the Lessee, any Sub-Lessee or any other person that results
in a breach of any term, condition or warranty of that policy, provided that
the Additional Insured so protected has not caused, contributed to or knowingly
condoned the action, inaction or omission, as the case may be;  (ii)specifically reference this Agreement and the other
relevant Transaction Documents;  (iii)provide for worldwide coverage (subject only to such
exceptions as are customary in insurance coverage carried by the relevant
operator);  (iv)provide that, upon payment of any loss or claim to
or on behalf of any Additional Insured, the respective insurer shall to the
extent and in respect of that payment be thereupon subrogated to all legal and
equitable rights of that Additional Insured indemnified hereby (but not against
any other  144


Additional Insured), provided that that insurer
shall not exercise such rights without the consent of the indemnified
Additional Insured;  (v)provide that none of the Additional Insureds shall
be liable for any premiums in respect thereof and that the insurers shall waive
any right of set-off or counterclaim against the Additional Insureds except in
respect of unpaid premiums in respect of the Aircraft;  (vi)provide that the insurers shall as soon as
reasonably practicable notify the Security Trustee in the event of cancellation
of, or any material change in, the Insurances or any act, omission or event
that might invalidate or render unenforceable the Insurances, or in the event
that any premium or instalment of premium shall not have been paid when due,
and that the Insurances shall continue unaltered for the benefit of each
Additional Insured for at least thirty (30) days after written notice by
registered mail of that cancellation, change, act, omission, event or
non-payment of premium or instalment thereof shall have been sent by the
Insurer to the Security Trustee except in the case of War Risks for which seven
(7) days notice (or such period as may be customarily available in respect
of War Risks or Allied Perils) will be given; and  (vii)provide coverage with respect to losses and claims
in connection with any change of year, date or time to the fullest extent as
customary in the worldwide aviation insurance market, including date
recognition limited coverage clauses AVN 2001 and AVN 2002.  (f)Information  On or before the Delivery
Date for the Aircraft and as soon as reasonably practicable after each renewal
of the Insurances, the Lessee shall provide the Security Trustee with (in each
case, in English or accompanied by a certified translation into English)
certificates of insurance and a brokers or insurers letter of undertaking
that (i) evidence to the satisfaction of the Security Trustee that the insurances
are and will continue in full force after the Delivery Date or the renewal date
(as the case may be) for such period as shall then be stipulated, and (ii) contain
such other certifications and undertakings as are customarily provided to
lessors and secured financiers by the relevant insurance brokers.  (g)Other insurance; no Lien  (i)The Lessee shall not, and shall procure that no
Sub-Lessee or other person shall, without the prior written consent of the
Security Trustee, maintain insurances with respect to the Aircraft or any of
its Engines other than as required under this Agreement if the maintenance
thereof would adversely affect any Indemnitees interests hereunder or under
any of the Insurances in any material respect.  (ii)The Lessee shall not, and shall procure that no
Sub-Lessee or other person shall, sell, assign, dispose of or create or permit
to exist any Lien over the Insurances, or its interest therein, save as may be
constituted by this Agreement and the other Transaction Documents.  145


(h)Failure to insure  If at any time insurances
are not in full force and effect in compliance with all provisions of this
Agreement, the Security Trustee shall be entitled but not bound (without prejudice
to any other rights that it may have or acquire under this Agreement by reason
of that failure):  (i)to pay any premiums due or to effect or maintain
insurances satisfactory to the Security Trustee, or otherwise remedy that
failure in such manner as the Security Trustee consider appropriate, and the
Lessee shall as soon as reasonably practicable reimburse the Security Trustee
in full for any amount so expended by the Security Trustee; and/or  (ii)at any time while that failure is continuing, to
require the Aircraft to remain at any airport, or to proceed to and remain at
any airport, designated by the Security Trustee until that failure is remedied.  (i)Settlement of claims  Where AVN67B or any
replacement or equivalent thereof does not apply, the Lessee will not settle or
permit settlement of any claims arising under any of the Insurances in excess
of an amount in any currency equal to $5,000,000 or make or permit any payment
in connection therewith without the prior written consent of the Security Trustee.
Subject to AVN67B or any replacement or equivalent thereof, the proceeds of
insurances in respect of a Total Loss of the Aircraft or the Airframe shall be
paid to the Security Trustee for application in accordance with this Agreement.
The proceeds of insurances in respect of any loss other than a Total Loss of
the Aircraft or the Airframe shall (a) if that loss is less than
$5,000,000 be paid to such parties as may be necessary to repair the Aircraft
or to the Lessee in reimbursement of the cost of repair of the Aircraft, or (b) if
that loss is greater than $5,000,000 be paid to such parties as may be
necessary to repair the Aircraft or to the Security Trustee for application in
accordance with clause 15.3.  (j)Self-insurance  The Lessee and any Sub-Lessee
or Sub-Sub-Lessee shall be entitled to self-insure the amount of any deductible
under the Insurances with prior written consent of the Security Trustee (not to
be unreasonably withheld or delayed).  (k)Post-termination  With effect from the expiry
or termination of the leasing of the Aircraft under the relevant Lease, for a
period ending on the earlier of (i) the second anniversary of the date of
that expiry or termination, and (ii) the date of completion of the first
Heavy Maintenance Check for the Aircraft after the date of that expiry or
termination, the Lessee shall effect and maintain (or procure) for the benefit
of the relevant Borrower, each ECA Finance Party and any other Indemnitee
requested by the Security Trustee, as additional named insureds, the liability
Insurance required by this Agreement. The obligation of the Lessee to  146


effect and maintain (or
procure) that Insurance shall continue notwithstanding the Lessee ceasing to be
a user, operator and/or owner of the Aircraft.  (l)Reinsurance  If and for so long as the
Insurances required by this Agreement are effected through reinsurances, such
reinsurances will be on the same terms as the original insurances.  (m)Cut-through clause  If and for so long as the
hull Insurances required by this Agreement are effected through reinsurances,
such reinsurances shall, if available in the local jurisdiction of the
Sub-Lessee or Sub-Sub-Lessee (as applicable) contain a cut-through clause in
a form consistent with prudent market practice and satisfactory to the Security
Trustee (acting reasonably) and, if the same is customarily required and/or
obtained by the AerCap Group from the relevant Insurer, AerVenture shall
procure that that Insurer shall execute, for the ultimate benefit of the
Security Trustee, an assignment of reinsurances for the Aircraft in form and
substance satisfactory to the Security Trustee.  (n)Change in insurance practice  (i)If there is a material change in the generally accepted
industry-wide practice with regard to the insurance of aircraft or any material
change with respect to the insurance of aircraft based or operated in any
jurisdiction in which the Aircraft may then be based or operated such that the
Security Trustee shall be of the reasonable opinion (based upon the advice (the
Advice) of reputable international
insurance advisers of good standing and repute, experienced in the field of
commercial aviation insurances and (as applicable) experienced and reputable
legal advisers qualified in the relevant jurisdictions to opine on matters
related to commercial aviation, in each case as appointed by the Security
Trustee with the Borrowers being responsible for the cost of that Advice) that
the Insurances required pursuant to this Agreement are insufficient (bearing in
mind the interests of the Additional Insureds and generally adopted practice in
the aviation industry), the insurance requirements set forth in this Agreement
shall be amended so as to include such additional or varied requirements as may
be agreed between the Lessee and the Security Trustee, each acting reasonably.  (ii)If, at any time, the Insurances required under this
Agreement in relation to third party war and allied perils liability risks
cease, or will cease, to be available in the leading aviation insurance market
on a per occurrence basis, then if there occurs any event that gives rise to a
claim under such Insurances in relation to the Aircraft or any other aircraft
operated by the Lessee which reduces the remaining aggregate cover applicable
to such Insurances below the required liability coverage amount of not less
than $1,000,000,000 the Lessee shall, if requested by the Security Trustee,
either (a) cause to be reinstated in an amount at least equal to the
required liability coverage amount of not less than $1,000,000,000 the coverage
in  147


relation to such Insurances,
or (b) take steps available to it to ground the Aircraft and ensure that
the Aircraft is 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 Agreement.  (iii)If, at any time, any of the Insurances required by
this Agreement cease, or will cease, to be available on commercially reasonable
terms in the leading aviation insurance market, the Security Trustee and the
Lessee agree to hold good faith discussions at that time for a period of up to
seven (7) Banking Days (or such longer period as the parties may agree) to
ascertain what alternatives (if any) to such Insurances exist which can be
obtained by the Lessee on commercially reasonable terms and which protect the
respective interests of the relevant Borrower and the ECA Finance Parties
having regard to market practice at the relevant time. Neither the relevant
Borrower nor any ECA Finance Party shall be under any obligation to take any
action, grant consents or waivers or take other steps if to do so (a) would
or would be likely to involve it in any unlawful activity or would involve it
in any Loss or Tax disadvantage unless indemnified to its satisfaction by the
Borrowers, who shall have been counter-indemnified by the Lessees with such
counter-indemnity being guaranteed under the Guarantees, or (b) would or
might reasonably be expected to result in the rights, title and interests of
the ECA Finance Parties and the Borrowers (or any of them) in and to the
Aircraft and/or under any Transaction Document being materially adversely affected.  148


Schedule 8  Sub-Lease
requirements  1Sub-Lessee or
Sub-Sub-Lessee  Each sub-lessee (Sub-Lessee) and
each sub-sub-lessee (Sub-Sub-Lessee)
shall be a person:  1.1holding all relevant certificates and consents for
the operation of the Aircraft whose State of Incorporation is not located in a
Prohibited Country and which is not subject to any Lessee Insolvency Event, in
each case, as at the time of entering into such Sub-Lease or Sub-Sub-Lease; or  1.2otherwise approved in writing by the ECA Agent
(acting on the instructions of all of the ECA Lenders).  2Sub-Lease terms  2.1Payments  Each Sub-Lease shall require the payment of rent in Dollars
in such amounts which are either:  (a)sufficient
(assuming no change in prevailing interest and/or exchange rates from the date
on which the determination of that sufficiency is made) to enable the relevant
Borrower to pay to the Agent on each ECA Repayment Date for the ECA Loan for
the Aircraft an amount equal to not less than seventy five per cent. (75%) of
the relevant ECA Repayment Instalment payable on that ECA Repayment Date; or  (b)provided that the term of
the Sub-Lease does not exceed three (3) years and no Trigger Event has
occurred and is continuing, reflective of rents generally available in the
operating lease market for new leases of the same type and age of aircraft as
the Aircraft for the same or a similar term and to operators of the same or a
similar standing to the relevant Sub-Lessee.  2.2Operational
Undertakings  Each Sub-Lease shall contain provisions corresponding in all
material respects with (or imposing more onerous obligations on the Sub-Lessee
than) the Operational Undertakings, other than:  (a)any covenants
or undertakings which relate to the execution, registration, perfection,
filing, notarising, recording or the taking of any other action in respect of
any Mortgage, any English Law Mortgage, any Security Document or the rights and
interests of the Security Trustee or any ECA Finance Party under any
Transaction Document; or  (b)any covenants or undertakings which relate to the
reimbursement or indemnification of the Security Trustee in respect of any
costs or expenses of the  149


type referred to in the Operational
Undertakings or to the giving of any notice to the Security Trustee; or  (c)any provisions which contain references to the
exercise by the Security Trustee of any discretion or which refer or relate to
any act, matter or thing being acceptable to, consented to, by or approved by
the Security Trustee.  In addition, the definition of Permitted Lien (or the
equivalent thereof) in any Sub-Lease may include any Liens created or arising
by or through, or as a result of any act or omission of, any person other than
the Sub-Lessee, except any such Liens which are created or arise as a result of
matters for which the Sub-Lessee is responsible under the terms of the
Sub-Lease, by way of any formulation thereof which is consistent with the
Standard.  2.3Governing law  The relevant Lessee shall use all reasonable efforts to
procure that the governing law of the Sub-Lease shall be English law or New
York law. However, the governing law may be the law of another country if the
legal opinion (of counsel qualified in that country) states that the Sub-Lease
constitutes binding and enforceable obligations of the Sub-Lessee under that
law (that opinion may be subject to qualifications acceptable to the Lessee,
acting in accordance with the Standard).  2.4Additional documents  Any ancillary documents or letter agreements entered into by
the relevant Lessee with the Sub-Lessee shall not contain any provisions which
conflict with or qualify the provisions of this Schedule 8.  2.5Language  Each Sub-Lease shall be in English.  2.6No sale  No Sub-Lease shall confer any ownership right, title or
interest to or in the Aircraft, including, without limitation, by means of a
purchase option at a nominal price unless any purchase option is expressly
subject to the Lessee obtaining title to the Aircraft under the Lease.  3Sub-Sub-Leases  The following conditions shall be satisfied in relation to
any Sub-Sub-Lease which is not a wet lease which satisfies the requirements of
paragraph 5 below:  3.1The Sub-Sub-Lease shall provide that:  3.1.1the Sub-Sub-Lease is subject and subordinate to the
then current Sub-Lease in all respects and the rights of the Sub-Sub-Lessee
under the Sub-Sub-Lease are subject and subordinate in all respects to the
rights of the relevant Lessee under then current Sub-Lease; and  150


3.1.2prior to
delivery of the Aircraft to the Sub-Sub-Lessee (as a condition precedent
thereto), the Sub-Sub-Lessee shall provide an acknowledgement to the relevant
Lessee (in a form satisfactory to the Security Trustee, acting reasonably)
confirming its agreement to this provision and confirming that its rights to
possession of the Aircraft under the Sub-Sub-Lease will terminate immediately
upon the termination of the then current Sub-Lease, and that it will redeliver
the Aircraft to the relevant Lessee upon notification from that Lessee that an
event of default (howsoever described) under the then current Sub-Lease has
occurred and that it has, as a result thereof, terminated the Sub-Lessees
right to possession of the Aircraft under the then current Sub-Lease (the Subordination Acknowledgement),  and, in each case, the same shall be valid and enforceable as
a matter of all Applicable Laws, subject to customary exclusions and
qualifications.  3.2Notwithstanding the Sub-Sub-Lease, the relevant
Sub-Lessee shall remain fully liable and responsible for performing, and
procuring observance of and compliance with, all of its obligations under the
relevant Sub-Lease.  3.3The relevant Lessee shall or shall procure that the
relevant Sub-Lessee shall deliver a Sub-Sub-Lessee Notice forthwith to the
Sub-Sub-Lessee and evidence to the reasonable satisfaction of the Security
Trustee that:  3.3.1that Sub-Sub-Lessee Notice has been served on and
received by the Sub-Sub-Lessee; and  3.3.2if the assignments contemplated by the Lessee
Assignment(s) which relates to the Aircraft and/or the Security Assignment
which relates to the Aircraft respectively would otherwise not be permitted,
the Sub-Sub-Lessee shall have consented to such assignments.  3.4As soon as reasonably practicable after its
execution, the Lessee shall provide the Security Trustee with a copy of the
signed Sub-Sub-Lease.  4Additional
Sub-Lease requirements  The following conditions shall be satisfied in relation to
any Sub-Lease:  4.1There is executed and delivered by the relevant
Lessee and the Sub-Lessee an Assignment of Insurances and, where the same is
available and advisable under Applicable Law, a Deregistration Power of
Attorney, together with such other documents and/or authorisations as may be
necessary or advisable as a matter of Applicable Law of the State of
Registration of the Aircraft to ensure that the Security Trustee is able to
exercise that Lessees rights thereunder at all times when a Lease Termination
Event has occurred and is continuing.  4.2The relevant Lessee shall execute and deliver a
Sub-Lessee Notice and Acknowledgement forthwith to the Sub-Lessee and shall:  4.2.1evidence to the reasonable satisfaction of the
Security Trustee that:  (a)that Sub-Lessee Notice and Acknowledgement has been
served on and received by the Sub-Lessee; and  151


(b)if the assignments contemplated by the Lessee
Assignment(s) which relates to the Aircraft and/or the Security Assignment
which relates to the Aircraft respectively would otherwise not be permitted,
the Sub-Lessee shall have consented to such assignments; and  4.2.2use all reasonable endeavours to procure that the
Sub-Lessee issues the Sub-Lessee Notice and Acknowledgement to, amongst others,
the Security Trustee in return for the issue to the Sub-Lessee of the Quiet
Enjoyment Undertaking.  4.3The Lessee shall execute and deliver an Insurance
Notice forthwith to the Insurer and shall:  4.3.1evidence to the reasonable satisfaction of the
Security Trustee that:  (a)that Insurance Notice has been served on and
received by the Insurer; and  (b)if the assignments contemplated by the Lessee
Assignment(s) which relates to the Aircraft and/or the Security Assignment
which relates to the Aircraft respectively would otherwise not be permitted,
the Insurer shall have consented to such assignments; and  4.3.2use all reasonable endeavours to procure that the
Insurer issues an Insurance Acknowledgement to, amongst others, the Security
Trustee.  4.4The Lessee provides opinions of counsel satisfactory
to the Security Trustee (acting reasonably), in form and substance reasonably
satisfactory to the Security Trustee, addressed to the Security Trustee, with respect
to the laws of the State of Incorporation of the Sub-Lessee, subject to
customary qualifications and assumptions.  4.5The Lessee shall put, or shall permit the Security
Trustee to put, to such legal counsel such further questions, including by way
of a jurisdictional questionnaire, as the Security Trustee may, acting
reasonably and after having consulted with in-house counsel of AerVenture, wish
to have answered in connection with the proposed leasing of the Aircraft into
such jurisdictions and the rights and interests of the ECA Finance Parties and
the Borrowers in connection therewith.  4.6As soon as reasonably practicable after its
execution, the relevant Lessee shall provide the Security Trustee with a copy
of the signed Sub-Lease.  5Wet Leases  A Sub-Sub-Lease of the Aircraft which is a wet lease shall
satisfy the following conditions:  5.1The Aircraft shall be operated solely by regular
employees of the relevant Sub-Lessee possessing all certificates and licenses
that are required by Applicable Law.  5.2The Aircraft shall be subject to insurance coverage
which complies with the requirements of this Agreement and the relevant
Sub-Lease.  5.3The Aircraft shall be maintained by the relevant
Sub-Lessee in accordance with requirements of the relevant Sub-Lease.  5.4The Aircraft shall not be subject to any change in
the State of Registration.  152


Schedule 9  Quiet
Enjoyment Undertaking  [Insert name and address of Sub-Lessee]  Dated: [   ]  Dear
Sirs  One (1) Airbus [   ] Aircraft msn
[   ] (the Aircraft)  Reference
is made to:  1an aircraft lease agreement
dated [   ] between you, as lessee, and [   ], as
lessor (the Operating Lessor), in respect of
the Aircraft (the Lease Agreement);  2[a lease agreement dated
[   ] between the Operating Lessor, as lessee, and
[   ], as lessor (the Intermediate Lessor)
in respect of the Aircraft (the Intermediate Lease
Agreement);]  3a lease agreement dated
[   ] between the [Operating Lessor]/[Intermediate Lessor], as
lessee, and [   ], as lessor (the Lessor)
in respect of the Aircraft (the Head Lease Agreement);  4[the lessee assignment dated
of even date herewith between the Operating Lessor, as assignor, and the
Intermediate Lessor, as assignee, pursuant to which the Operating Lessor has
assigned absolutely by way of security to the Intermediate Lessor all its
right, title and interest in and to, inter alia, the
Lease Agreement (the Intermediate Lessee
Assignment);]  5the lessee assignment dated
of even date herewith between the [Operating Lessor]/[Intermediate Lessor], as
assignor, and the Lessor, as assignee, pursuant to which the [Operating
Lessor]/[Intermediate Lessor] has assigned absolutely by way of security to the
Lessor all its right, title and interest in and to, inter alia,
[the Lease Agreement]/[the Intermediate Lease Agreement and the Intermediate
Lessee Assignment] (the Lessee Assignment);
and  6the security assignment
dated [   ] between the Lessor, as assignor, and Calyon as
security trustee (the Security Trustee),
as assignee, pursuant to which the Lessor has assigned absolutely by way of
security to the Security Trustee all its right, title and interest in and to, inter alia, the Head Lease Agreement and the Lessee
Assignment.  [The
Intermediate Lessor hereby undertakes that, subject to no [Event of Default]
(as that term is defined in the Lease Agreement) having occurred and being
continuing, neither the Intermediate Lessor, nor any person lawfully claiming
through the Intermediate Lessor, will disturb your lawful use, possession and
quiet enjoyment of the Aircraft during the [Term] (as that term is defined in
the Lease Agreement).]  The
Lessor hereby undertakes that, subject to no [Event of Default] (as that term
is defined in the Lease Agreement) having occurred and being continuing,
neither the Lessor, nor any person lawfully claiming through the Lessor, will
disturb your lawful use, possession and  153


quiet
enjoyment of the Aircraft during the [Term] (as that term is defined in the
Lease Agreement).  The
Security Trustee hereby undertakes that, subject to no [Event of Default] (as
that term is defined in the Lease Agreement) having occurred and being
continuing, neither the Security Trustee, nor any person lawfully claiming
through the Security Trustee, will disturb your lawful use, possession and
quiet enjoyment of the Aircraft during the [Term] (as that term is defined in
the Lease Agreement).  This
letter will be governed by and construed in accordance with English law.  Please
countersign this letter in order to confirm your agreement to the arrangements
contained herein.  Yours
faithfully  [For
and on behalf of [·] as
Intermediate Lessor Name: Title:]  For
and on behalf of [·] as
Lessor Name: Title:  For
and on behalf of CALYON as
Security Trustee Name: Title:  Agreed
and accepted. For
and on behalf of [·] Name: Title  154


Schedule 10  Part I
: Conditions precedent - initial  1.Principal
documents  (a)An original of
this Agreement duly executed by the parties thereto;  (b)a duly executed
original of each of the AerVenture Guarantee and the AerCap Holdings Guarantee;  (c)a duly executed
original of each of the Fees Letters;  (d)a duly executed
original of the Principal Borrower Share Charge, together with originals of the
share certificates of the Principal Borrower, as referred to therein, and duly
executed originals of the letters of resignation, irrevocable proxy, undated
share transfer forms and other ancillary documents referred to therein;  (e)a duly executed
original of the Principal Borrower Floating Charge, together with duly executed
originals of the notices and acknowledgements referred to therein;  (f)a duly executed
original of the Initial Administration Agreement;  (g)a duly executed
original of the Principal Declaration of Trust;  (h)a duly executed
original of the Initial Comfort Letter;  (i)a duly executed
original of a Security Assignment for the Principal Borrower, together with
duly executed originals of the notices and acknowledgements referred to
therein; and  (j)a copy of the
duly executed Servicing Agreement.  2.Corporate
documents  For each AerCap Obligor and each Borrower, a
certificate signed by a director or the company secretary setting out the
specimen signature of those persons authorised to sign the Transaction
Documents to which it is or is to be a party and attaching, and certifying as
true copies of the originals, copies of:  (a)its certificate of incorporation and constitutional
documents;  (b)subject to the final
sub-paragraph of this paragraph 2, the resolutions of its board of directors
approving the execution and performance of each Transaction Document to which
it is or is to be a party;  (c)if required, the resolutions
of its shareholders approving the execution and performance of each Transaction
Document to which it is or is to be a party;  (d)a power of attorney
appointing those persons authorised to sign on its behalf each Transaction
Document to which it is or is to be a party; and  155


3.Cayman
Islands Tax exemption  (a)Subject to
paragraph 3(b) below, a certificate of tax exemption in respect of the
Principal Borrower from the appropriate Cayman Islands authorities.  (b)The condition
precedent outlined in paragraph 3(a) above has been waived by the Finance
Parties only on the terms that it will be satisfied to the satisfaction of the
ECA Agent by no later than the earlier of (i) the date on which the first
ECA Loan Agreement in respect of the first ECA Loan is entered into; and (ii) forty
(40) days after the Signing Date.  In the
event that the condition precedent outlined in paragraph 3(a) above is not
satisfied within the foregoing time limits, the Parties agree that an ECA
Utilisation Block Event shall be deemed to have occurred.  4.Process
agent letters  (a)Letters from
Freshfields Bruckhaus Deringer or such other process agent as may be agreed
with the Security Trustee accepting its appointment as agent for service of
process in England for each Principal Lessee and AerVenture; and  (b)letters from
Norose Notices Limited accepting its appointment as agent for service of
process in England for the Principal Borrower.  5.Legal
opinions  Legal opinions from:  (a)Norton Rose
LLP, English, French and Dutch counsel to the Lenders;  (b)Walkers, Cayman
Islands counsel, in relation to the Principal Borrower and the Initial Manager;  (c)McCann
FitzGerald, Irish counsel, in relation to AerVenture;  (d)Conyers Dill &
Pearman (Bermudan counsel to the First Intermediate Lessee), in relation to the
First Intermediate Lessee; and  (e)in-house
opinion from AerCap Holdings.  156


Part II: Conditions
precedent to each Loan  1.Representations
and warranties and KYC requirements  (a)All
representations and warranties made (or deemed repeated) by or on behalf of the
relevant Borrower and each relevant Lessee in clause 6, by AerCap Holdings and
AerVenture in the Guarantees and by any Alternative Obligor under the relevant
Accession Deed shall be true and accurate on the ECA Drawdown Date with
reference to the circumstances and facts existing on the ECA Drawdown Date.  (b)All such
documentation and information from the relevant Borrower as reasonably
requested by the Security Trustee and/or each ECA Lender in respect of its Know
Your Customer checks, anti-money laundering checks and similar requirements.  2.Principal
documents  Duly
executed originals of all ECA Utilisation Documentation for the relevant
Aircraft.  3.Lessee
Share Charge  A duly executed original of each Lessee Share
Charge, together with originals of the share certificates of the relevant
Lessee(s), as referred to therein, and duly executed originals of the letters
of resignation, irrevocable proxy, undated share transfer forms and other
ancillary documents referred to therein;  4.Support
Agreements  The Support Agreement which shall be in full force
and effect.  5.Corporate
documents  The documents referred to in paragraph 2 of Part I,
in relation to each Obligor which is a party to any ECA Utilisation
Documentation for the Aircraft.  6.Process
agent letters  The documents referred to in paragraph 4 of Part I,
in relation to each Obligor which is a party to any ECA Utilisation
Documentation for the Aircraft.  7.Insurances  A certificate of the applicable Insurer in respect
of the Insurances together with a letter of undertaking to the extent that the
Insurances are placed through an insurance broker, and, if the Aircraft is
reinsured, a reinsurance brokers letter of undertaking and a certificate of
reinsurance, evidencing compliance with the requirement of this Agreement or
otherwise in form and substance reasonably acceptable to the Security Trustee.  8.Aircraft
registration documents  Evidence of registration of the Aircraft with the
applicable Aviation Authority.  9.Documents
and evidence relating to the purchase and delivery of the Aircraft  (a)Evidence that
the Aircraft has not suffered a Total Loss;  (b)a commercial
invoice for the Aircraft (including the installed Buyer Furnished Equipment
and, if applicable, lessee furnished equipment) issued by the Seller  157


specifying the
net final contract price for the Aircraft and, if the Seller is not Airbus,
from Airbus respectively;  (c)written
confirmation from the Seller that the Purchase Documents are in full force and
effect;  (d)written
confirmation from Airbus that the Airbus Purchase Agreement is in full force
and effect;  (e)a certificate
from the Seller addressed to the Security Trustee confirming that the
identification plates required to be affixed on the Aircraft and the relevant
Engines pursuant to this Agreement have been affixed;  (f)a certificate
from Airbus confirming that the Buyer Furnished Equipment has been installed on
the Aircraft  (g)a copy of the
Certificate of Airworthiness for Export issued by EASA.  10.Payments  (a)Evidence that
the initial rental payment due on the Delivery Date by the relevant Lessee
under the relevant Lease has been paid; and  (b)the receipt by
the relevant payees of all fees referred to in the Fees Letters which are
payable on or prior to the ECA Drawdown Date.  11.Legal opinions  The legal opinions referred to in paragraph 5 of Part I
(other than the opinion referred to in paragraph (d) thereof), together
with legal opinions from:  (a)the
Manufacturer (to the extent that it is the Manufacturers standard practice to
issue such legal opinions);  (b)the Engine
Manufacturer (to the extent that it is the Engine Manufacturers standard
practice to issue such legal opinions); and  (c)independent
counsel acceptable to the ECA Finance Parties and COFACE with respect to the
lex situs of the Aircraft at the time at which title to the Aircraft is
transferred to the relevant Borrower and at the time at which the English Law
Mortgage and (if any) Mortgage respectively become effective; and  (d)to the extent
that the Principal Lessee is deemed to be tax resident in a jurisdiction other
than its jurisdiction of incorporation, a legal opinion from independent
counsel to the ECA Finance Parties and COFACE in such jurisdiction in form and
substance satisfactory to the ECA Finance Parties.  This condition precedent shall only be
applicable in respect of the first Loan.  12.Airbus Remarketing Agreement  A duly executed original of the Airbus Remarketing
Agreement for the relevant Aircraft.  158


Schedule 11  Transfer Certificate  To:      [Security Trustee]  Transfer Certificate - Airbus [                  ]
Aircraft msn [            ]
(the Aircraft) ECA Loan  This
transfer certificate (Transfer Certificate)
relates to a Facility Agreement dated [·] between,
amongst others, (1) the banks and financial institutions referred to
therein as ECA Lenders; (2) Calyon as the ECA Agent; (3) Calyon as
the Security Trustee; (4) Constellation Aircraft Leasing Limited as
Principal Borrower; (5) Andromeda Aircraft Leasing Limited and Aquarius Aircraft Leasing Limited as Lessees; (6) AerVenture
Limited and (7) AerCap Holdings N.V. (the Agreement
which term shall include any amendments or supplements thereto).  Terms
defined or incorporated by reference in the Agreement shall, unless otherwise
defined, have the same meanings when used in this Transfer Certificate.  1[Details of
the Transferor] (the Transferor):  (a)confirms that
the details in Part 1 of the schedule to this Transfer Certificate in
respect of the Aircraft are accurate;  (b)requests [Details of Transferee] (the Transferee)
to accept and procure, in accordance with clause 30.3 of the Agreement, the
substitution of the Transferor by the Transferee in respect of the amounts and
percentages in respect of the Aircraft specified in Part 2 of the schedule
hereto by signing this Transfer Certificate.  2The Transferee hereby
requests each of the Obligors and each of the ECA Finance Parties to accept
this executed Transfer Certificate as being delivered under and for the
purposes of clause 30.3 of the Agreement so as to take effect in accordance
with the terms thereof on the transfer date specified in Part 3 of the
Schedule hereto or such later date as may be determined in accordance with the
terms thereof.  3The Transferee:  (a)represents that
it has received a copy of the Agreement and each relevant Loan Agreement
together with such other documents and information as it has requested in
connection with this transaction;  (b)represents that
it has not relied and will not rely on the Transferor or any of the other
Finance Parties to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy, accuracy or completeness of any such documents or
information;  159


(c)agrees that it
has not relied and will not rely on the Transferor or any of the other Finance
Parties to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of any party to any of
the Transaction Documents or the legality, validity, priority, adequacy,
effectiveness or enforceability of any of the Transaction Documents; and  (d)agrees that it
will be bound by the provisions of the Agreement and the other Transaction
Documents and will perform in accordance with the terms of the Agreement and
the other Transaction Documents the obligations which by their terms are
required to be performed by an ECA Lender for the Aircraft.  4With effect from the
transfer date specified in Part 3 of the Schedule hereto, the parties to
the Agreement (including in particular but without limitation the Transferee)
agree that, in relation to the Aircraft and to the extent of the amounts and
percentages in respect of the Aircraft specified in Part 2 of the Schedule
hereto, the rights, benefits and obligations of the Transferor shall be
transferred by way of novation to the Transferee in accordance with clause 30.3
of the Agreement.  5The Transferee confirms that
its Lending Office and address for notices for the purposes of the Agreement
are as set out in Part 4 of the Schedule hereto.  6The Transferor agrees that
nothing herein or in any Transaction Document shall oblige the Transferee to (i) accept
a re-transfer from the Transferee of the whole or any part of its rights,
benefits and/or obligations transferred pursuant hereto or (ii) support
any losses directly or indirectly sustained or incurred by the Transferee for
any reason whatsoever including, without limitation, the non-performance by any
other party to the Transaction Documents of its obligations under any
Transaction Document. The Transferee hereby acknowledges the absence of any
such obligation as is referred to in (i) or (ii) above.  7This Transfer Certificate
and any non-contractual obligations connected with it shall be governed by and
construed in accordance with English law.  160


[Transferee] By:  [Transferor] By:  The
Security Trustee on behalf of itself and all other parties to the Agreement
(other than the Transferor).  By:   Dated:      
[
                  
]   161


SCHEDULE  Part 1[Transferors ECA Commitment for the Aircraft
  
  $[                        ]Transferors ECA Portion for the Aircraft
  
  [                        ]%Transferors ECA Contribution for the ECA Loan for the Aircraft
  
  $[                        ]]Part 2[Amount of Transferors ECA Commitment for the Aircraft to be
  transferred to Transferee
  
  $[                        ]Amount of Transferors ECA Portion for the Aircraft to be transferred
  to Transferee
  
  [                        ]%Amount of Transferors ECA Contribution for the ECA Loan for the Aircraft
  to be transferred to Transferee
  
  $[                        ]]Part 3Transfer date
  
  [                        ]Part 4Lending Office of Transferee:
  
  Notice details:[                  ]
  
  [                  ]  162


Schedule 12  English
Law Mortgage Letter  To:Norton Rose LLP3 More London Riverside
London
SE1 2 AQ  and:Calyon
9 Quai du Président Paul Doumer
92920 Paris La Défense Cedex
France  [                        ]  Dear
Sirs  Financing of one Airbus [] Aircraft msn [            ] (the Aircraft)  We
refer to the Facility Agreement relating to the Aircraft dated [            ]
between, inter alia, [Borrower] (the Relevant Borrower), [Lessee] (the Relevant Lessee) and Calyon as Security Trustee (the Facility Agreement).  In
this letter, unless otherwise defined herein, words and expressions defined in
the Facility Agreement (whether expressly or by reference to another document)
shall bear the same respective meanings when used herein.  In
order to secure the Borrowers obligations under the Transaction Documents, the
Relevant Borrower has agreed to grant in favour of Calyon in its capacity as
Security Trustee for and on behalf of the Secured Parties an English Law
Mortgage over the Aircraft (the English Law  Mortgage).  The
Relevant Borrower hereby irrevocably authorises Norton Rose LLP to date and
deliver the English Law Mortgage as a deed as from the time that the Relevant
Lessee notifies Norton Rose LLP, pursuant to the following paragraph, that the
English Law Mortgage should be so dated and delivered.  The
Relevant Lessee hereby undertakes to Calyon in its capacity as Security Trustee
to procure that the Aircraft enters England or English airspace or another
location the laws of which in all respects recognise the English Law Mortgage
as creating a first priority English law mortgage over the Aircraft whilst the
Aircraft is located in that jurisdiction no later than the date falling sixty
(60) days after [the Delivery Date for the Aircraft]/[the time at which the
Mortgage over the Aircraft ceases to be registered on the register of mortgages
maintained by the aviation authority in the State of Registration for the
Aircraft] and to notify each of Calyon and Norton Rose LLP in writing promptly
thereupon.  This
letter is to be treated as a Transaction Document for the purposes of the
Facility Agreement and the other Transaction Documents.  163


This
letter shall be governed by, and construed in accordance with, English law.   duly authorised, for and on behalf of
  
  duly authorised, for and on behalf of[Relevant Borrower]
  
  [Relevant Lessee]
  164


EXECUTION PAGES  THE SECURITY TRUSTEEEXECUTEDas a DEED
  and DELIVERED
  )
  /s/ Julien Clamoufor and on behalf of
  )
  Julien ClamouCALYON
  )(acting through its Paris head office)
  )
  /s/ Alfonso Pereda Revueltaby Julien Clamou and Alfonso Pereda Revuelta
  )
  Alfonso Pereda Revueltaits duly authorised attorney-in-fact
  )in the presence of
  /s/ Christophe Warnier
  
  )Christophe WarnierTHE ECA AGENTEXECUTEDas a DEED
  and DELIVERED
  )
  /s/ Julien Clamoufor and on behalf of
  )
  Julien ClamouCALYON
  )(acting through its Paris head office)
  )
  /s/ Alfonso Pereda Revueltaby Julien Clamou and Alfonso Pereda Revuelta
  )
  Alfonso Pereda Revueltaits duly authorised attorney-in-fact
  )in the presence of
  /s/ Christophe Warnier
  
  )Christophe WarnierTHE ECA LENDERSEXECUTEDas a DEED
  and DELIVERED
  )
  /s/ Julien Clamoufor and on behalf of
  )
  Julien ClamouCALYON
  )(acting through its Paris head office)
  )
  /s/ Alfonso Pereda Revueltaby Julien Clamou and Alfonso Pereda Revuelta
  )
  Alfonso Pereda Revueltaits duly authorised attorney-in-fact
  )in the presence of
  /s/ Christophe Warnier
  
  )Christophe Warnier  165


THE PRINCIPAL BORROWEREXECUTEDas a DEED
  and DELIVERED
  )
  /s/ Catherine Blakefor and on behalf of
  )
  Catherine BlakeCONSTELLATION AIRCRAFT LEASING LIMITED
  )
  Attorney-In-FactbyCatherine Blake
  )its duly authorised attorney-in-fact
  )in the presence of
  /s/ Jacqueline Bell
  
  )Jacqueline BellTHE FIRST LESSEESIGNED, SEALEDand DELIVERED
  )
  /s/ Tom Kellyfor and on behalf of
  )
  Tom KellyANDROMEDA AIRCRAFT LEASING LIMITED
  )
  DirectorbyTom Kelly
  )its duly authorised attorney-in-fact
  )in the presence of
  /s/ Elena Clancy
  
  )Elena ClancyTHE FIRST INTERMEDIATE LESSEEEXECUTEDas a DEED
  and DELIVERED
  )
  /s/ Gordon Chasefor and on behalf of
  )
  Gordon ChaseAQUARIUS AIRCRAFT LEASINGLIMITED
  )
  Attorney-In-Factacting byGordon Chase
  )expressly authorised in accordance with the laws of
  )Bermuda by virtue of a power of attorney granted by
  )AQUARIUS AIRCRAFT LEASING LIMITED
  )on 12 March 2009
  )such execution being
  )witnessed by:
  /s/ Joanna Niewiadomska-Suijkerbuijk
  
  )Joanna Niewiadomska-Suijkerbuijk  166


AERCAP HOLDINGS N.V.EXECUTEDas a DEED
  and DELIVERED
  )
  /s/ Gordon Chasefor and on behalf of
  )
  Gordon ChaseAERCAP HOLDINGS N.V.
  )
  Attorney-In-Factby Gordon Chase
  )its duly authorised attorney-in-fact
  )in the presence of
  /s/ Joanna Niewiadomska-Suijkerbuijk
  
  )Joanna Niewiadomska-SuijkerbuijkAERVENTURE LIMITEDSIGNED, SEALEDand DELIVERED
  )
  /s/ Gordon Chasefor and on behalf of
  )
  Gordon ChaseAERVENTURELIMITED
  )
  Attorney-In-Factby Gordon Chase
  )its duly authorised attorney-in-fact
  )in the presence of
  /s/ Joanna Niewiadomska-Suijkerbuijk
  
  )Joanna Niewiadomska-Suijkerbuijk   167