Exhibit 2.22  Private & Confidential
  
  Execution Copy  Dated 30 December 2008     THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN
  (1)as ECA LendersCALYON
  (2)as National AgentCALYON
  (3)as ECA AgentCALYON
  (4)as Security TrusteeJETSTREAM AIRCRAFT LEASING LIMITED
  (5)as Principal BorrowerAERCAP IRELAND LIMITED
  (6)andAERCAP A330 HOLDINGS LIMITEDas Principal AerCap ObligorsandAERCAP HOLDINGS N.V.
  (7)
  
  FACILITY
AGREEMENT in
respect of up to fifteen (15) Airbus
A330 Aircraft


Contents  Clause
  
  
  
  Page1
  
  Definitions
  
  12
  
  Availability - ECA Facility
  
  23
  
  Utilisation of the ECA Facility
  
  44
  
  Representations and warranties
  
  55
  
  Undertakings and covenants - general
  
  106
  
  Undertakings and covenants of Lessees - operational
  and sub-leasing
  
  137
  
  Change of ownership and/or leasing structure with
  respect to an Aircraft
  
  218
  
  Mitigation
  
  289
  
  Contest
  
  3010
  
  Covenants - Finance Parties
  
  3111
  
  Enforcement of Trust Documents
  
  3412
  
  Proceeds Account
  
  3613
  
  Application of sums received
  
  3714
  
  Fees, Expenses and indemnities
  
  4615
  
  National Agents
  
  4816
  
  ECA Agent
  
  5017
  
  Appointment and powers of the Security Trustee
  
  5218
  
  Declaration of trust; supplemental provisions
  
  5319
  
  Restrictions and limitations on and exclusions of
  the duties and responsibilities of the Security Trustee
  
  5420
  
  No restriction on or liability to account for other
  transactions
  
  5521
  
  Common Agent and Security Trustee
  
  5622
  
  Change of Security Trustee
  
  5623
  
  Limited recourse obligations of Borrowers
  
  5724
  
  Set-off
  
  5925
  
  Notices
  
  6026
  
  Confidentiality
  
  6127
  
  Joint and several liability
  
  62


28
  
  Consents and related matters
  
  6229
  
  Subordination
  
  6230
  
  Miscellaneous
  
  6331
  
  Transfers
  
  6632
  
  Governing law and jurisdiction
  
  6733
  
  Contracts (Rights of Third Parties) Act 1999
  
  6834
  
  Export Credit Agencies
  
  6835
  
  Parallel debt
  
  6836
  
  Principal AerCap Obligors and Airbus Purchase
  Agreement
  
  69Schedule 1
  Definitions
  
  71Schedule 2
  The Lenders
  
  111Part I
  - The British Lenders
  
  111Part II
  - The French Lenders
  
  112Part III
  - The German Lenders
  
  113Schedule 3
  The Aircraft Part 1 - The Aircraft
  
  114Part 2
  - The DekaBank Aircraft
  
  115Part 3
  - British ECA Portion, French ECA Portion and German ECA Portion
  
  116Schedule 4
  ECA Utilisation Notice
  
  117Schedule 5
  - IDERA Form of Irrevocable De-registration and Export Request
  Authorisation
  
  118Schedule 6
  ECA Loan Agreement
  
  119Schedule 7
  Operational Undertakings
  
  120Schedule 8
  Sub-Lease requirements
  
  131Schedule 9
  Quiet Enjoyment Undertaking
  
  135Schedule 10
  Part I : Conditions precedent - initial
  
  137Part II:
  Conditions precedent to each Loan
  
  139Schedule 11
  Transfer Certificate
  
  141Schedule 12
  English Law Mortgage Letter
  
  145


THIS
FACILITY AGREEMENTis made on  30 December 2008 , as a deed  BETWEEN:  (1)THE BANKS
AND FINANCIAL INSTITUTIONSlisted in Part I of Schedule 2 as British
Lenders;  (2)THE BANKS
AND FINANCIAL INSTITUTIONSlisted in Part II of Schedule 2 as French
Lenders;  (3)THE BANKS
AND FINANCIAL INSTITUTIONSlisted in Part III of Schedule 2 as the
German banking syndicate;  (4)CALYON, asociété
anonyme established under the laws of France acting through its
office in England at Broadwalk House, 5 Appold Street, London EC2A 2DA,
England, in its capacity as national agent of the British Lenders;  (5)CALYON, asociété
anonyme established under the laws of France with a capital social of 3,119,771,484 Euros, whose registered
office is at 9 Quai du President Paul Doumer, 92920 Paris La Defense Cedex,
France, in its capacity as national agent of the French Lenders;  (6)CALYON,asociété
anonyme established under
the laws of France with a capital social
of 3,119,771,484 Euros acting through
its office in Germany at Messe Turm, Friedrich-Ebert-Anlage 49, 60308 Frankfurt
am Main, Germany, in its capacity as national agent of the German Lenders;  (7)CALYON, asociété
anonyme established under the laws of France with a capital social of 3,119,771,484 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;  (8)CALYON, asociété
anonyme established under the laws of France with a capital social of 3,119,771,484 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;  (9)JETSTREAM
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;  (10)AERCAP IRELAND LIMITED(previously known as debis
AirFinance Ireland Limited and debis AirFinance Ireland plc) a company
incorporated under the laws of Ireland and having its registered office at
AerCap House, Shannon, Co. Clare, Ireland; and  AERCAP A330 HOLDINGS LIMITEDa company incorporated under
the laws of Ireland and having its registered office at AerCap House, Shannon
Co, Clare, Ireland,  as Principal AerCap Obligors; and  (11)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. The relevant Principal AerCap Obligor 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 subject always, in the case of the DekaBank Aircraft, to the terms of the
DekaBank Side Letter, 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 fifteen
(15) 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, the British Lenders, the French
Lenders and the German Lenders shall participate in an ECA Loan for an Aircraft
through their respective Lending Offices as follows:  (a)the British Lenders - (i) the British
ECA Portion for that Aircraft of 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;  (b)the French Lenders - (i) the French
ECA Portion for that Aircraft of the Maximum Aircraft Amount for that Aircraft,
plus (ii) the Qualifying ECA Premium referred to in paragraph (b) of
the definition thereof for that ECA Loan; and  (c)the German Lenders - (i) the German
ECA Portion for that Aircraft of the Maximum Aircraft Amount for that Aircraft,
plus (ii) the Qualifying ECA Premium referred to in paragraph (c) of
the definition thereof for that ECA Loan.  2.3.4Subject 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.  2.3.5To 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:  2.3.6the 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


2.3.7the 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  2.3.8the Unutilised ECA Facility shall from time to time be
reduced by an amount equal to all reductions in the ECA Commitments for any
Aircraft.  2.3.9Notwithstanding anything herein or in any other
Transaction Document to the contrary each of the parties hereto acknowledges
and agrees that, the maximum aggregate amount of the ECA Commitments in respect
of the DekaBank Aircraft shall be three hundred and forty three million Dollars
($343,000,000) and the foregoing provisions of this clause 2.3 shall be
construed accordingly.  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 the Export Credit Agencies respectively
in full, as a condition to, and prior to, the issue by them of the Support
Agreements for that ECA Loan and is not refundable in whole or in part in any
circumstances or for any reason whatsoever except, in relation to a particular
Export Credit Agency and the corresponding component of the ECA Premium, if
that Export Credit Agency 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 National Agents respectively 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 the relevant Principal
AerCap Obligor 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, acting
on the instructions of the National Agents, 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:  (a)send to each National Agent a copy of each
ECA Utilisation Notice received from each relevant Principal AerCap Obligor
which complies with clause 3.1.1; and  (b)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 National Agents and 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 Finance Party (other than the ECA Agent and the
Security Trustee) hereby authorises and instructs the ECA Agent to execute that
ECA Utilisation Documentation on its behalf.  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  4


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, the Federal Republic of Germany and the
United Kingdom shall have been obtained and COFACE, EULER HERMES and ECGD shall
have indicated that they are willing to give guarantees, insurances or other
applicable support (subject to satisfaction of the relevant conditions
precedent) in terms satisfactory to the British National Agent, the French
National Agent and the German National Agent respectively 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.  3.2.3Each National Agent hereby confirms and agrees that:  (a)as soon as reasonably practicable following
a written request from a Principal AerCap Obligor to do so, it will request the
approvals and indications referred to in clause 3.2.23.2.2(c) in respect
of the ECA Loans for the Aircraft, consistent with its normal procedures for
obtaining the same;  (b)it will keep the relevant Principal AerCap
Obligor advised of progress in relation to such approvals and indications and
notify the relevant Principal AerCap Obligor as soon as reasonably practicable
following receipt of such approvals and/or indications or of any rejection of
any approval application or change of position in relation to any of the
foregoing matters; and  (c)it will, if appropriate, involve the
relevant Principal AerCap Obligor in discussions with the relevant Export
Credit Agencies.  4Representations and warranties  4.1Representations and warranties
of each Borrower   To induce each of the Finance Parties, the Lessees, the Principal
AerCap Obligors and AerCap Holdings to enter into the Transaction Documents,
each Borrower represents and warrants (as to itself only) to the Finance
Parties, the Lessees, the Principal AerCap Obligors and AerCap Holdings 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;  5


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;  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 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 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;  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  6


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;  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 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 Finance Parties and each of the Borrowers to
enter into the Transaction Documents, each Lessee represents and warrants (as
to itself only) to the 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  7


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 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;  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;  8


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;  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 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.  9


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 Finance Party, each Lessee, each Principal
AerCap Obligor 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 the relevant Principal AerCap Obligor, enter into any contract or
agreement with any person, and will not, without the prior written approval of
the ECA Agent and the relevant Principal AerCap Obligor, 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 23 it will duly observe and perform all the
covenants, obligations and conditions which are required to be observed and
performed by it under the Transaction Documents;  5.1.9it 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 4.5 (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;  10


5.1.10it will not without the prior written consent of the
ECA Agent and the relevant Principal AerCap Obligor 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)
the relevant Principal AerCap Obligor shall reasonably require to maintain the
rights granted to the Secured Parties and each Principal AerCap Obligor 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 Finance Party and each Borrower
(severally as to itself only) that from the date of this Agreement:  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:  11


(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 each Principal AerCap Obligors financial year, a copy of
the relevant Principal AerCap Obligors unaudited 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 each Principal AerCap Obligor and
AerCap Holdings, a copy of each Principal AerCap Obligor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 Finance Party has reasonable
grounds to believe that a Trigger Event may have occurred and be continuing, a
copy of AerCap Ireland, AerCap A330 Holdings 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;  5.2.5it shall notify the Security Trustee of any change to
the manner in which the audited consolidated financial statements of the relevant
Principal AerCap Obligor 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 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;  12


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; 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.  5.3Change of control  5.3.1If at any time AerCap Holdings ceases to be listed on
the New York Stock Exchange then AerCap 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
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
National Agents) shall enter into good faith discussions with AerCap 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 the National Agents 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 National Agents) 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, one hundred
per cent (100%) of the shares in AerCap A330 Holdings B.V., AerCap B.V. or
AerCap Ireland; and/or  (b)AerCap A330 Holdings B.V. ceases to own and control at
least fifty-one per cent (51%) of the shares in AerCap A330 Holdings  a
Mandatory Prepayment Event shall be deemed to have occurred 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 Finance Parties separately and
severally from the date of this  13


Agreement
or, if it is not a party to this Agreement on the date of this Agreement, from
the date upon which that Lessee accedes to this Agreement that, subject to
clause 6.4 and save as may be agreed from time to time with the ECA Agent, it
shall at its own cost and expense, in respect of each Aircraft of which it is
the Lessee, comply or procure compliance with the Operational Undertakings.  6.2Sub-leasing  Until
all of the Secured Loan Obligations have been paid in full, each Lessee hereby
undertakes and covenants with each of the 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 the relevant Principal AerCap Obligor 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-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  14


value)
financed under this Agreement and approved by the Export Credit Agencies 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, the relevant Principal AerCap Obligor
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
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 the Export Credit Agencies
shall have approved the delivery, at the direction of the National Agents,
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 the Export Credit Agencies
shall have approved the delivery, at the direction of the Export Credit
Agencies 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 a Principal AerCap Obligor,
consult with the relevant Principal AerCap Obligor and the Export Credit
Agencies 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  (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:  15


(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 all of the National Agents 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 all of the National Agents 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:  (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 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 onParts 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.  16


6.6Sub-Leases - management and
notification requirements  Until
all of the Secured Loan Obligations have been paid in full, each Lessee and
each Principal AerCap Obligor hereby undertakes and covenants with each of the
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 the relevant Principal AerCap Obligor
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 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 iscontinuing, as soon as reasonably practicable
provide to the ECA Agent in writing anyinformation in connection therewith, which
is available to it and subject to any confidentiality restrictions, which the
ECA Agent (acting upon the instructions of the National Agents) 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;  17


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 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 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 The relevant Principal AerCap Obligor 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  18


reasonably request. In addition, the relevant
Principal AerCap Obligor 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 the relevant Principal AerCap
Obligor 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 if 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 any Principal AerCap Obligor 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 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,  19


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 each Principal AerCap Obligor 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 the relevant Principal AerCap Obligor
will, (A) open a Cash Collateral Account and execute a Cash Collateral
Account Charge over that Cash Collateral Account and (B) deposit in the
Cash Collateral Account an amount equal to three per cent. (3%) of the Aircraft
Purchase Price of each Aircraft (such amount to be held as security for the
Secured Obligations in respect of which an ECA Loan has, at such time, been
made under this Facility). Upon the cessation of the relevant Trigger Event,
the provisions of this clause 6.6.11 shall no longer apply and the Security
Trustee will as soon as reasonably practicable pay or direct the Cash
Collateral Account Bank to pay to the Lessee, to such account as it may direct,
the balance then standing to the credit of the Cash Collateral Account.  6.7Further provisions relating to
Sub-Leases  6.7.1The Finance Parties acknowledge that each of the
Principal AerCap Obligors 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). The relevant Principal AerCap Obligor, the Security
Trustee and the relevant Finance Parties agree to consult each other and with
the Export Credit Agencies in good faith, each acting reasonably, in relation
to any such request.  6.7.2If any Principal AerCap Obligor 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  20


6.7.1 shall be ten (10) Banking Days or such
longer period as the relevant Principal AerCap Obligor 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 any Principal AerCap Obligor 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 Finance Parties and the Borrowers (or any of
them) in and to the Aircraft and/or under any Transaction Document being
materially adversely affected.  6.9Insurances  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
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
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 a Principal AerCap Obligor, 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:  7.2.1the relevant Principal AerCap Obligor 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;  21


(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;  7.2.2the relevant Principal AerCap Obligor shall have
agreed the following with the Security Trustee (acting on the instructions of
the National Agents) at least ten (10) Banking Days prior to the Proposed
Effective Date:  (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 National Agents) shall reasonably require to ensure
that the 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 National Agents) shall reasonably require to
demonstrate that the 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 the Export Credit Agencies
in full on or prior to the Proposed Effective Date all reasonable fees charged
by the relevant Export Credit Agency in connection with, and notified by them
to The relevant Principal AerCap Obligor 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  7.2.5the Export Credit Agencies 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.  22


7.3Alternative Obligors/Principal
Lessees  7.3.1The Principal AerCap Obligors
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 the relevant Principal AerCap Obligor
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 National
Agents) shall consider that request in good faith taking into account the
matters referred to above. Subject to the Security Trustee receiving
instructions from the National Agents, the Security Trustee shall inform the
relevant Principal AerCap 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 National Agents.  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.  Each Alternative Lessee
shall be a direct or indirect Subsidiary of AerCap Holdings. In the case of any
Alternative Lessee which is owned by AerCap A330 Holdings, AerCap A330 Holdings
shall own one hundred per cent (100%) of the shares of such Alternative Lessee,
it being acknowledged and agreed that AerCap Holdings will hold one hundred per
cent (100%) of the shares in AerCap A330 Holdings B.V. and will procure that
AerCap A330 Holdings B.V. owns at least fifty-one per cent (51%) of the shares
in AerCap A330 Holdings. In the case of any other Alternative Lessee, such
Alternative Lessee shall be a direct or indirect wholly-owned Subsidiary of
AerCap Holdings.  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
National Agents) 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 National Agents) 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.  7.3.4The relevant Principal AerCap
Obligor 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 National Agents) 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 National Agents
and the relevant Principal AerCap Obligor may agree):  (a)an Accession Deed duly executed by the parties
thereto;  (b)an Alternative Lessee Share Charge or, as applicable,
an Alternative Borrower Share Charge duly executed by the parties thereto over
the entire issued share capital of the Alternative Obligor together with
certified copies of the minute books and the share register (if any) of the
Alternative Obligor and the originals of the share certificates of the
Alternative Obligor referred to therein and duly executed originals of the
letters of resignation, irrevocable proxies and undated share transfer forms
referred to therein;  23


(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 for the Security Trustee in all relevant jurisdictions addressed to
the Security Trustee (in form and substance reasonably satisfactory to the
Security Trustee) 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;  24


(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 AerCap
Holdings as to the due execution by the relevant Principal AerCap Obligor of
the Accession Deed, in form and substance reasonably acceptable to the Security
Trustee;  (j)a legal and tax opinion from reputable counsel
acceptable to the Security Trustee in the State of Incorporation of the
Alternative Obligor and, if the Alternative Obligor is deemed to be tax
resident in a jurisdiction other than its jurisdiction of incorporation, a
legal opinion from independent counsel in such jurisdiction, in each case in
form and substance reasonably acceptable to the Security Trustee; and  (k)a legal opinion from Norton Rose LLP, counsel to the
Lenders, as to English law, in form and substance reasonably acceptable to the
Security Trustee.  7.3.5Each AerCap Obligor other than
the Alternative Obligor hereby irrevocably authorises the relevant Principal
AerCap Obligor to execute any duly completed Accession Deed on its behalf. Each
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 the relevant Principal AerCap Obligor and the
Alternative Obligor, the Security Trustee shall sign the same for itself and on
behalf of the other 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.  7.3.6The relevant Principal AerCap
Obligor 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 National Agents) 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 National Agents and
the relevant Principal AerCap Obligor 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;  25


(d)any such novations, assignments or other documents as
may be required in order to make the relevant Principal Lessee a party to the
Airframe Warranties Agreement and the Engine Warranties Agreement, in each
case, for that Aircraft;  (e)a certificate signed by a director of the relevant
Principal Lessee setting out, in each case, the specimen signature of those
persons authorised to sign the Transaction Documents to which such Principal
Lessee is or is to be a party and attaching, in each case, Certified Copies of
the following (or their equivalent):  (ii)the certificate of incorporation of the relevant
Principal Lessee together with its constitutional documents;  (i)the resolutions of the board of directors and
shareholders of the relevant Principal Lessee approving the execution and
performance by it of each Transaction Document to which it is or is to be a
party;  (ii)the resolutions of the owner of the entire issued
share capital of the relevant Principal Lessee approving the execution and
performance by that person of each Transaction Document to which it is or is to
be a party; and  (iii)a power of attorney appointing those persons
authorised to sign on behalf of the relevant Principal Lessee each Transaction
Document to which it is, or is to be, a party,  (f)a legal opinion from in-house counsel to 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 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 National
Agents 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 a
Principal AerCap Obligor  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 Finance Parties shall consummate that Permitted Change on the
date specified by the relevant Principal AerCap Obligor (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, the relevant Principal AerCap  26


Obligor will deliver to the Security Trustee originals or Certified
Copies of all such documents and opinions.  7.5Co-operation  Each of the Finance Parties agrees, at the request of each Principal
AerCap Obligor 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 AerCap 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 Finance Parties and each Principal AerCap Obligor 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 the relevant Principal AerCap
Obligor and the Security Trustee 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), the relevant Principal AerCap Obligor and the
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 the relevant Principal AerCap Obligor
and the Security Trustee (both 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 such Borrower Share Charge transferred
to another person acceptable to the relevant Principal AerCap Obligor and the
Security Trustee (both acting reasonably), 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 the relevant Principal AerCap Obligor
and agreed to by the Security Trustee, then the relevant Principal AerCap  27


Obligor
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 considers that the same would or
might reasonably be expected to result in the rights, title and interests of
the 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 the relevant
Principal AerCap Obligor 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 Finance Parties and the
Principal AerCap Obligors agree that if the Principal AerCap Obligors consider
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 Security Trustee (acting reasonably) or terminate the
appointment of any Manager and replace that Manager with an alternative manager
acceptable to Security Trustee (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 the Principal AerCap Obligors and the Security
Trustee (both acting reasonably), to be held on trust on terms substantially
the same as the Principal Declaration of Trust and subject to a further share
charge on terms substantially the same as that Borrower Share Charge,  in each case, at a time when no Lease Termination Event has occurred
and is continuing and as a result of concerns that the relevant Principal
AerCap Obligors 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, the Principal AerCap Obligors 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 the relevant Principal AerCap
Obligor. 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 the Principal
AerCap Obligors 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  28


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  8.1.5paragraph 4 of the DekaBank Side-Letter applies,  (each a Relevant Circumstance) then,
without in any way limiting, reducing or otherwise qualifying the rights and
obligations of the 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 Finance Parties
agree that they will not take any action which will result in the acceleration
of any Loan, and that the provisions of clauses 11.5 and 11.6 (except to the
extent that such clauses relate to Notices of Reservation of Rights) shall not
apply, by reason of the Relevant Circumstance and that they will take such
steps as are reasonable and as may be open to them to mitigate the effects of
that circumstance (including the restructuring of the transactions hereby
contemplated in a manner which will avoid the circumstance in question (which
may include a change in the identity of one or more of the Lenders) and on
terms which the Finance Parties and the relevant Principal AerCap Obligor
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 Guarantee); 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 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 the relevant
Principal AerCap Obligor 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).  29


9Contest  9.1Each of the Finance Parties hereby agrees
that, if any Obligor is required to indemnify such 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
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 Finance Party providing such details
as are available to it (free from confidentiality restrictions) of the relevant
events and circumstances, the relevant Finance Party notifying the relevant
Lessee of its proposed course of action in relation to the claim which forms
the basis of the Loss and the relevant 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 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 Finance Party, in each case in good faith, with a view to
determining whether and, if so, on what basis such Finance Party may be
prepared to defend or compromise such Loss in it own name and if, following
such good faith consultation, such Finance Party determines that it is not
prepared to defend or compromise such Loss in its own name then such Finance
Party shall be under no obligation to defend or compromise such Loss in its own
name.  9.2No Finance Party shall be obliged to
provide any co-operation pursuant to clause 9.1 unless (i) the relevant
Lessee shall indemnify such Finance Party to its reasonable satisfaction
against all Losses which the 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 Finance Party sufficient funds (on an interest free
basis and if such advance results in taxable income to such Finance Party on an
after Tax basis) to make such payment. Nothing herein shall require such
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 Finance Party, entail any material risk of civil or criminal liability to
any Obligor or any 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 Finance Partys interests. If such
Finance Party shall obtain a refund of all or any part of any such Losses which
any Obligor shall have paid, such Finance Party shall as soon as reasonably
practicable pay to the relevant Lessee an amount which such Finance Party
determines will leave such Finance Party in no better or worse position than it
would have been had there been no claim against such Finance Party for such
Losses.  9.3Each 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
Finance Party to take any such mitigation action shall not reduce, diminish or
otherwise affect the obligation of the relevant Obligors to indemnify such
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 any Export Credit Agency which may become 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
Finance Parties were references to that Borrower.  30


10Covenants
- Finance Parties  10.1Quiet enjoyment - Lessee  So long as no Lease Termination Event has occurred and is continuing,
each Finance Party agrees that neither it, nor any person lawfully claiming
through that 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 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 Finance Parties, or by the Security Trustee on their behalf,
and by the relevant Borrower. The 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 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 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 the relevant Principal
AerCap Obligor in writing of that non-receipt.  10.4Finance Party Liens  Each Finance Party agrees for the benefit of each Principal AerCap
Obligor 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 the relevant Principal AerCap Obligor 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 Finance Parties under the Loan Agreements
for that Aircraft or any other Transaction Document for that  31


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 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 Agents 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 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, at the cost of the Borrowers, as soon as reasonably practicable
release, terminate and, as the case may be, reassign any English Law Mortgage,
any Mortgage, each Security Assignment and the other Security Documents (in
each case, to the extent solely relating to the relevant Aircraft), and take
such other action which that Lessee may reasonably request in order to effect
those releases, terminations and reassignments. If the Borrower is the
beneficiary of any security constituted by the Security Documents, the Borrower
will also thereupon take such other action which that Lessee may reasonably
request in order to effect the release, termination and reassignment of the
Borrowers interests under the Security Documents, to the extent solely
relating to that Aircraft.  10.6.2Upon 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  32


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 National Agents shall consider
any such request in good faith, in accordance with the then current practice of
the Export Credit Agencies 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 the Export Credit Agencies is that Export Credit
Agency-supported Airbus aircraft may only be substituted in Export Credit
Agency-supported facilities by new Airbus aircraft of the same type or in the
same family of aircraft as the Existing Aircraft and that any such substitution
is, in any event, subject to the approval of the Export Credit Agencies.  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 informing that Lessee of the
National Agents decision as to that substitution; or  (b)if the National Agents have 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 the Export
Credit Agencies as notified to the relevant National Agent by the relevant
Export Credit Agencies. 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 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.  33


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 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 Finance Party agrees with the Principal AerCap Obligors 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 the relevant Principal AerCap Obligor as
to the manner and nature of such exercise, provided however that the relevant
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 the relevant Principal AerCap Obligor 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 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 The relevant Principal AerCap Obligor 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 Finance
Parties shall have any independent power to take any steps to accelerate or
demand repayment of any Loan pursuant to any Loan Agreement, or to exercise,
save to the extent provided above, any rights or powers or to grant any
consents or releases relating to or in connection with the occurrence or
existence of any Termination Event.  11.3Action 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,  34


as the case may be, refrain from taking such action under or pursuant
to the Trust Documents as the Majority Lenders shall specifically direct the
Security Trustee (that direction being given in writing through the relevant
Agent). 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 an 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 the Majority Lenders (in the case of the directions of the relevant Agent)
or, if applicable, the directions of the relevant Agent itself (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 to the
relevant Borrower, the ECA Agent and the Security Trustee and the ECA Agent
shall thereupon give notice (a Notice of Applicable Event)
of the same to the National Agents and if:  11.5.1within a period of thirty (30) days following the
giving of the Notice of Applicable Event by the ECA Agent 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 National Agents shall not have given
either (i) notice (a Notice for Inaction)
to the ECA Agent requiring that action not to be taken, or (ii) notice to
the ECA Agent and the Security Trustee requiring the issue of a Notice of
Reservation of Rights, or a further Notice of Reservation of Rights, pursuant
to clause 11.6; or  11.5.2any National Agent gives notice (a Notice for Action) in writing to the ECA Agent requiring
that action to be taken,  then, upon the expiry of the relevant period referred to in clause
11.5.1 or upon the giving of notice by any National Agent 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,  provided that, for the avoidance of doubt, if any National Agent shall
have given a Notice for Action pursuant to this clause 11.5 and any other
National Agent shall have given or, as the case may be, shall give a Notice(s) for
Inaction pursuant to this clause 11.5 or a Notice of  35


Reservation of Rights pursuant to clause 11.6, the ECA Agent shall
disregard the Notice(s) for Inaction and/or Notice of Reservation of
Rights and shall act in accordance with the Notice for Action.  11.6Reservation of rights  Subject to clause 8, if within thirty (30) days after the ECA Agent has
given a Notice of Applicable Event, each of the National Agents (at the request
of their respective Export Credit Agency) has given to the ECA Agent and the
Security Trustee a notice in writing requiring it to do so (provided that the
ECA Agent 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 the relevant Principal AerCap Obligor (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 AerCap Obligor (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
National Agents 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 all of the National Agents
(at the request of their respective Export Credit Agencies) prior to the expiry
of that period (provided the ECA Agent 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 Guarantee  11.7.1Notwithstanding anything in this Agreement or any of
the other Transaction Documents to the contrary, each of the Finance Parties agrees
and acknowledges in connection with the Guarantee that the ECA Agent shall be
entitled to instruct the Security Trustee to send a Notice of Demand in respect
of any amounts outstanding from a Lessee to a Borrower for the ultimate account
of any ECA Finance Party or in respect of any obligations owed by a Lessee to a
Borrower for the ultimate account of any ECA Finance Party, in each case in
accordance with and subject to the provisions of the 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 the Guarantee as a result of any Notice
of Demand sent in accordance with the instructions of the ECA Agent shall be
applied in accordance with clause 13.8.1.  11.7.3If any amounts are received by the Security Trustee
under the 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.  36


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.  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  37


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 continuing, the ECA Agent shall make the same
available in accordance with the provisions of clause 4.10.2 of that ECA Loan
Agreement to each of the National Agents for application by each National Agent
in or towards the payment of amounts due to the relevant ECA Lenders, that
application by each National Agent to be in accordance with the terms agreed
between that National Agent, the relevant ECA Lenders and the relevant Export
Credit Agency.  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 Finance Party (through the relevant National Agent in
the case of any ECA Lender) in respect of whom the indemnity claim was made up
to the total amount owing to that 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  (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  38


(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 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 the Export Credit Agencies of any and all Qualifying Expenses due and
payable to any of the ECA Finance Parties and/or the Export Credit Agencies
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 to be applied to each of the National Agents in the proportions
specified in the ECA Loan Agreement for that Aircraft for application by each
National 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 each of the National Agents in the proportions
specified in the ECA Loan Agreement for that Aircraft for application by each
National 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
the Export Credit Agencies on a pro rata and pari passu basis of all other amounts owing to that ECA
Finance Party and/or Export Credit Agency 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 The relevant Principal
AerCap Obligor to that Borrower under this  39


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, 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 the Export Credit Agencies of any and all Qualifying Expenses due and
payable to any of the ECA Finance Parties and/or the Export Credit Agencies
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 each of
the National Agents in the proportions specified in the ECA Loan Agreement for
that ECA Loan for application by each National 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 each of the National Agents in the proportions specified in the ECA
Loan Agreement for that ECA Loan for application by each National 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 each National Agent
(for the account of the relevant ECA Lenders or Export Credit Agency) and to
each relevant ECA Agent for its own  40


account,
pro rata, of any Break Costs to
the extent covered by the Export Credit Agencies;  (e)fifthly, in payment to the ECA Finance Parties and/or
the Export Credit Agencies on a pro rata and pari passu basis of all amounts owing to the ECA Finance
Parties and/or the Export Credit Agencies 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 the relevant
Principal AerCap Obligor to that Borrower under this Agreement or any other
Transaction Document which remain unpaid, to the extent relating to that ECA
Loan;  (g)finally, any balance shall be paid as directed by the
relevant Lessee.  13.6.2If 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
be applied to each of the National Agents in the proportions specified in that
ECA Loan Agreement for that ECA Loan for application by each National Agent in
or towards the 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 principal outstanding in respect of the ECA Loan for that Aircraft to
be applied to each of the National Agents in the proportions specified in the
ECA Loan Agreement for that ECA Loan for application by each National Agent in
or towards the payment of principal outstanding to the relevant ECA Lenders
under that ECA Loan Agreement;  (d)fourthly, in or towards payment to each National Agent
(for the account of the relevant ECA Lenders or Export Credit Agency) and to
each relevant ECA Agent for its own  41


account, pro rata,
of any Break Costs to the extent covered by the Export Credit Agencies;  (e)fifthly, to the persons, in the order and in respect
of the matters referred to in paragraphs (a) to (d) inclusive above,
in relation to each of the ECA Loans for the Aircraft other than that Aircraft;  (f)sixthly, to the relevant ECA Finance Party and/or the
Export Credit Agencies on a pro rata and pari passu basis in respect of all other amounts owing to
that ECA Finance Party and/or the Export Credit Agencies 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 A320
Termination Event has occurred, in or towards payment to the A320 Security
Trustee of amounts due but unpaid under the A320 Facility Agreement for application
in accordance with the terms of the A320 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 A320 Facility Agreement) for application in
accordance with the terms of the relevant documentation in respect of Other ECA
Indebtedness (other than the A320 Facility Agreement) 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 the relevant Principal
AerCap Obligor 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 Guarantee  13.8.1If any Proceeds are received by the Security Trustee
pursuant to the Guarantee as a result of any demand or notice given by the
Security Trustee under the 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 reimbursement of the ECA Finance Parties
and/or the Export Credit Agencies of any and all Qualifying Expenses due and
payable to any of the ECA Finance Parties and/or the Export Credit Agencies
pursuant to any of the Transaction Documents;  (b)secondly, in payment of an amount of up to the total
amount of interest outstanding in respect of the ECA Loans to each of the
National Agents in the respective proportions specified in the ECA Loan
Agreements for application by each National Agent in or  42


towards payment of interest outstanding to the
relevant ECA Lenders under the ECA Loan Agreements;  (c)thirdly, in payment of an amount of up to the total
amount of principal outstanding in respect of the ECA Loans to each of the
National Agents in the respective proportions specified in the ECA Loan
Agreements for application by each National Agent in or towards payment of
principal outstanding to the relevant ECA Lenders under the ECA Loan
Agreements;  (d)fourthly, in or towards payment to each National Agent
(for the account of the relevant ECA Lenders or Export Credit Agency) and to
each relevant ECA Agent for its own account, pro
rata, of any Break Costs to the extent covered by the Export Credit
Agencies;  (e)fifthly, in payment to the ECA Finance Parties and/or
the Export Credit Agencies on a pro rata and pari passu basis of all amounts owing to the ECA Finance
Parties and/or the Export Credit Agencies 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 A320
Termination Event has occurred, in or towards payment to the A320 Security
Trustee of amounts due but unpaid under the A320 Facility for application in
accordance with the terms of the A320 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 A320 Facility Agreement) 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 the relevant
Principal AerCap Obligor 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 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 National Agents  13.9.1Any application by a National 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 that National Agent, the relevant ECA Lenders and
the relevant Export Credit Agency, and each National 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  43


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 National Agents (acting on the
instructions of the Export Credit Agencies), to retain any Proceeds received or
recovered in a Proceeds Account until the Export Credit Agencies shall direct
all or part of such Proceeds to be applied in accordance with clause 13.7.  13.10Identity of 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 19.4) 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 19.4) to the extent that
any such information is not inconsistent with information on which any
Representative is entitled to rely under this clause 13, rely and act in
reliance upon any information provided to any Representative by any party to
the Transaction Documents so that no Representative shall have any liability or
responsibility to any party as a consequence of placing reliance on and acting
in reliance upon any such information unless the relevant Representative has
actual knowledge that that information is inaccurate or incorrect (for which
purpose no Representative shall be treated as having actual knowledge of any
matter of which the corporate finance, corporate lending, loan administration
or any other department or division outside the Transportation Group/Middle
Office of that Representative (or equivalent department of the person for the
time being acting as that Representative) may become aware in the context of
corporate finance, advisory, lending or loan administration activities from
time to time undertaken by that Representative for any Obligor or any other
person).  13.11Information to Security Trustee  Each of the 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)a 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  44


(b)a 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 any National Agent 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 Lender shall as soon as reasonably practicable notify its Agent
(either directly or, in the case of an ECA Lender, via its National Agent) of
that amount and the manner of its receipt or recovery.  13.12.2Redistribution
of receipts  Following:  (a)receipt of notice from a Lender under clause 13.12.1;
or  (b)the relevant Agent notifying the Lenders (directly or
through the National Agents) that not all Lenders have received all sums then
due to have been received by them pursuant to the Loan Agreements,  the ECA Agent shall, as soon as practicable, having regard to the
circumstances, consult with the Lenders to establish the aggregate amount of
sums received or recovered by the Lenders participating in the relevant Loans
and what payments are necessary amongst the Lenders for (in the first instance)
that aggregate amount to be divided amongst the Lenders in proportion to their
respective Contributions in order to, and in such manner as will, accord with
the application provisions and order of priority of payment set out in the
foregoing provisions of this clause 13.  13.12.3Payments 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.  45


13.12.7Consents for payments  Each
Finance Party agrees to take all steps required of it pursuant to clause
13.12.1 to use all reasonable endeavours to obtain any consents or
authorisations which may at any relevant time be required for any payment by it
pursuant to clause 13.12.3.  13.12.8No 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 -
Finance Parties and Export Credit Agencies  14.2.1Each Borrower shall pay to the relevant Agent for the
account of the relevant 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 Export Credit Agency (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 Finance Parties and the Export Credit Agencies (or any of them).  14.2.2Each Lender (other than a Lender which is an Export
Credit Agency) 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 an ECA Lender which is an
Export Credit Agency) 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.  14.2.4Each British Lender (other than a British Lender which
is an Export Credit Agency) shall reimburse the British National Agent,
rateably in accordance with its Liability, for any amount which is due and
payable to the British National Agent pursuant to clause 14.2.1 but is not
received by the British National Agent.  14.2.5Each French Lender (other than a French Lender which
is an Export Credit Agency) shall reimburse the French National Agent, rateably
in accordance with its Liability, for any amount  46


which
is due and payable to the French National Agent pursuant to clause 14.2.1 but
is not received by the French National Agent.  14.2.6Each German Lender (other than a German Lender which
is an Export Credit Agency) shall reimburse the German National Agent, rateably
in accordance with its Liability, for any amount which is due and payable to
the German National Agent pursuant to clause 14.2.1 but is not received by the
German National 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  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 the relevant Principal AerCap Obligor.  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 Finance
Party, but excluding Excluded Taxes) imposed on any Transaction Document for an
Aircraft which is owned by that Borrower and shall indemnify the 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 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 Finance Party taking or sending the relevant
Transaction Document into that jurisdiction unless that 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
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 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  47


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.  15National Agents  15.1Appointment of National Agents  Each of the British Lenders, the French Lenders and the German Lenders,
in each case, for an Aircraft irrevocably appoints respectively the British
National Agent, the French National Agent and the German National Agent, in
each case, for that Aircraft as its agent for the purposes of this Agreement
and the other Transaction Documents and authorises that National Agent (whether
or not by or through employees or agents) to take such action on the relevant
National Syndicates behalf and to exercise such rights, remedies, powers and
discretions as are specifically delegated to that National Agent by this
Agreement, together with such powers and discretions as are reasonably
incidental thereto. The British National Agent, the French National Agent and
the German National Agent shall not, however, have any duties, obligations or
liabilities to their respective National Syndicates beyond those expressly
stated in this Agreement and the other Transaction Documents.  15.2Identity of ECA Lenders  The British National Agent, the French National Agent and the German
National Agent may deem and treat (a) each relevant ECA Lender in its
National Syndicate as the person entitled to the benefit of the Contribution of
that ECA Lender in any ECA Loan for all purposes of the Transaction Documents
unless and until a notice of assignment of that ECA Lenders Contribution in
any ECA Loan or any part thereof, or any Transfer Certificate in respect
thereof, shall have been filed with the ECA Agent and the ECA Agent shall have
notified the British National Agent, the French National Agent or the German
National, as appropriate, thereof, and (b) the office set opposite the
name of each ECA Lender in its National Syndicate 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 relevant National Agent, and the relevant National
Agent may act upon any such notice unless and until the same is superseded by a
further such notice.  15.3No responsibility for other
parties  None of the British National Agent, the French National Agent or the
German National Agent shall have any responsibility to any ECA Lender in its
National Syndicate:  15.3.1on 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  15.3.2for the financial condition of any Obligor, any other
party to the Transaction Documents or any other person; or  15.3.3for the completeness or accuracy of any statements,
representations or warranties in any of the other Transaction Documents or any
document delivered under this Agreement or any of the other Transaction
Documents; or  15.3.4for 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  15.3.5otherwise in connection with any ECA Loan or the
negotiation of this Agreement or any of the other Transaction Documents; or  48


15.3.6for 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.  15.4No restriction on other
business  Each National 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 a
National Agent.  15.5Retirement of National Agents  Each National Agent may retire from its appointment as agent for its
National Syndicate having given to the ECA Agent, the relevant Principal AerCap
Obligor and each of the ECA Lenders in its National Syndicate not less than
thirty (30) days notice of its intention to do so, provided that no such
retirement by the British National Agent, the French National Agent or the
German National Agent shall take effect unless there has been appointed by the
ECA Lenders in its National Syndicate as a successor agent (which shall have
accepted such appointment in writing) either:  (a)an ECA Lender nominated by the ECA Lenders in the
relevant National Syndicate; or  (b)failing such a nomination, any reputable and experienced
bank or financial institution nominated by the relevant National Agent after
consultation with the Secured Parties.  15.6Payments to National Agents  All moneys to be paid or distributed by the ECA Agent or the Security
Trustee to the relevant ECA Lenders in respect of any ECA Loan under this
Agreement or any other Transaction Document may be effected by payment to each
National Agent for the account of the relevant ECA Lenders in its National
Syndicate of its portion of the amount so to be paid or distributed. Each
payment so received by the National Agents shall (unless otherwise agreed by
that National Agent and the relevant ECA Lenders in its National Syndicate to
the contrary) be distributed between the relevant ECA Lenders in its National
Syndicate in accordance with their respective Contributions.  15.7Service of notice on National
Agents  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 relevant ECA Lenders National
Agent for onward transmission to the relevant ECA Lender.  15.8Notice to ECA Lenders  Any notice required to be given by or to any ECA Lender to or by the
ECA Agent or the Security Trustee shall be given through that ECA Lenders
National Agent and the ECA Agent and the Security Trustee shall each disregard
any notice purported to be given by an ECA Lender in any other manner. In the
event that any National Agent gives any notice or consent or, in the
circumstances contemplated by clause 15.5, fails to give any notice or consent,
the ECA Agent and the Security Trustee shall be entitled (and bound) to assume
that that notice or consent has been given or, as the case may be, failed to
have been given by all the ECA Lenders in the relevant National Agents
National Syndicate.  15.9Information relating to
notices  Each National Agent shall as soon as reasonably practicable notify each
ECA Lender in its National Syndicate 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.  49


16ECA Agent  16.1Appointment of ECA Agent  Each ECA Lender and each National Agent 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 or the National Agents beyond
those expressly stated in this Agreement and the other Transaction Documents.  16.2Rights 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.  16.3No obligations to other parties  The ECA Agent shall not:  16.3.1be obliged to make any enquiry as to any default by
any Borrower, any Lessee, a Principal AerCap Obligor 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 a National Agent or any ECA Lender, in
which case the ECA Agent shall as soon as reasonably practicable notify the ECA
Lenders (through the National Agents) of the relevant event or circumstances;  16.3.2be 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.  16.3.3for the purposes of this clause 16, 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, the Principal AerCap Obligors or any
other person.  16.4Communications  The ECA Agent shall as soon as reasonably practicable notify each
National Agent 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.  16.5Identity 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  50


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.  16.6No 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 16.3.1 and 16.4. 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.  16.7No responsibility for other
parties  The ECA Agent shall not have any responsibility to any ECA Lender or
any National Agent:  16.7.1on 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  16.7.2for the financial condition of any Obligor, any other
party to the Transaction Documents, or any other person; or  16.7.3for 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  16.7.4for 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  16.7.5otherwise in connection with any ECA Loan or the
negotiation of this Agreement or any of the other Transaction Documents; or  16.7.6for acting (or, as the case may be, refraining from
acting) in accordance with the instructions of the Majority Lenders (or, where
it is expressly required to do so, the National Agents) 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.  51


16.8No 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.  16.9Retirement of ECA Agent  16.9.1The ECA Agent may retire from its appointment as ECA
Agent under this Agreement and the other Transaction Documents having given to
the relevant Principal AerCap Obligor 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.  16.9.2Upon 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 themselves as they would have
had if that successor had been a party to this Agreement in place of the
retiring ECA Agent.  16.10Removal 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
and each Borrower, each Lessee the relevant Principal AerCap Obligor 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 16.9 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 16.10).  17Appointment and powers of the
Security Trustee  17.1The 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.  52


17.2Delegation of powers  By virtue of the appointment set out in clause 17.1, each of the
Secured Parties hereby authorises the Security Trustee (whether or not by or
through its employees as agents) to take such action on its behalf and to
exercise such rights, remedies and powers as are specifically delegated to the
Security Trustee by this Agreement and/or any of the other Transaction
Documents together with such powers and rights as are reasonably incidental
thereto.  17.3Obligations 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.  18Declaration of trust;
supplemental provisions  18.1Declaration of trust  The Security Trustee hereby accepts its appointment under clause 17.1
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.  18.2Perpetuities  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.  18.3Implicit 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.  18.4Determination of issues  The Finance Parties agree that, in its capacity as trustee in relation
to the Trust Documents, the Security Trustee shall have full power to determine
all questions and doubts arising in relation to the interpretation or
application of any of the provisions of this Agreement or any of the other
Trust Documents as it affects the Security Trustee and every such determination
(whether made upon a question actually raised or implied in the acts or
proceedings of the Security Trustee) shall be conclusive and shall bind each of
the Finance Parties (save in the case of manifest error or the wilful
misconduct or gross negligence of the Security Trustee).  53


18.5Use 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.  18.6Effect 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.  19Restrictions and limitations
on and exclusions of the duties and responsibilities of the Security Trustee  19.1No obligation to act  The Security Trustee shall not be obliged:  19.1.1to 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  19.1.2to 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.  19.2No responsibility to provide
information  The Security Trustee shall not have any duty or responsibility, either
initially or on a continuing basis:  19.2.1subject to clause 19.7, to provide any of the Secured
Parties with any information with respect to any Borrower, any Lessee, any
Principal AerCap Obligor or any other person whenever coming into its
possession; or  19.2.2to investigate or make any enquiry into the title of
any party to the Trust Property or any part thereof.  19.3No 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  54


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.  19.4Reliance 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.  19.5Safekeeping 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 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.  19.6No 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.  19.7Communications  The Security Trustee shall, as soon as practicable, notify the National
Agents and each 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.  20No restriction on or liability
to account for other transactions  20.1No restriction on other
business  The Security Trustee may, without any liability to account to any of the
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  55


Group Company or any of the Finance Parties or any other person as if
it were not the Security Trustee.  20.2Rights 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.  21Common Agent and Security
Trustee  Notwithstanding that the ECA Agent, the Security Trustee, the British
National Agent, the German National Agent and the French National Agent may
from time to time be the same entity, the ECA Agent, the Security Trustee, the
British National Agent, the German National Agent and the French National Agent
have entered into this Agreement in their separate capacities as agent for the
ECA Lenders, as security agent and trustee for the Secured Parties, as agent
for the British Lenders, as agent for the German Lenders and as agent for the
French Lenders under and pursuant to the Transaction Documents, provided that where
this Agreement provides for the ECA Agent, the Security Trustee, the British
National Agent, the German Agent or the French National Agent to communicate
with or provide instructions to any of the ECA Agent, the Security Trustee, the
British National Agent, the German National Agent or the French National Agent,
while the ECA Agent, the Security Trustee, the British National Agent, the
German National Agent or the French National Agent 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.  22Change of Security Trustee  22.1Retirement 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 Finance Parties, each Borrower, each Lessee and
a Principal AerCap Obligor 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:  22.1.1a bank or financial institution nominated by the
Majority Lenders; or  22.1.2failing such a nomination, any bank or financial
institution nominated by the Security Trustee after consultation with the
Secured Parties,  22.1.3and, 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.  22.2Removal 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 the relevant Principal AerCap Obligor 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:  56


(a)that resignation;  (b)the appointment of a successor security agent and
trustee in compliance with clause 22.1 but so that, for this purpose, the
reference in clause 22.1.2 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 22.2).  22.3Discharge of retiring Security
Trustee  Upon any successor to the Security Trustee being appointed pursuant to
clause 22.1 or 22.2, the retiring Security Trustee shall be discharged from any
further obligation under this Agreement and the other Trust Documents with
respect to the Trust Property and its successor and each of the other parties
to this Agreement shall have the same rights and obligations among themselves
as they would have had if that successor had been a party to this Agreement and
the other Trust Documents in place of the retiring Security Trustee. If the
Security Trustee should retire pursuant to clause 22.1 or be removed pursuant
to clause 22.2, the Finance Parties and the Lessees agree to consult in good
faith in selecting and appointing a new Security Trustee.  22.4Retirement after discharge of
Secured Loan Obligations  Notwithstanding clauses 22.1 and 22.2, 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 the relevant
Principal AerCap Obligor at any time when the Secured Loan Obligations have
been fully repaid and discharged. A Lessee selected by a Principal AerCap
Obligor shall, at its own cost, at that time assume the role of Security
Trustee under this Agreement and the other Trust Documents.  22.5Cost of change in Security
Trustee  In relation to any change of Security Trustee, other than a change at
the request or direction of any Export Credit Agency, 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 any Export Credit Agency, the costs and expenses
thereby incurred by each of the other parties hereto shall be for the account
of the Borrowers.  23Limited recourse obligations
of Borrowers  23.1  23.1.1Subject to clause 23.2 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 National Agents, the Lenders,
the Principal AerCap Obligors, 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, the Principal AerCap Obligors, 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:  57


23.1.2the 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 and/or in respect of
any proceeds from Insurances (other than third party liability insurance
proceeds); and  23.1.3the 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, the National Agents,
Lenders, the Principal AerCap Obligors 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.  23.2Clause 23.1 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:  23.2.1the wilful misconduct or gross negligence of that
Borrower; or  23.2.2a 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  23.2.3fraud on the part of that Borrower.  23.2.4The provisions of this clause 23 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:  23.2.5limit 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  23.2.6derogate 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 assigned, mortgaged, charged,
pledged or secured under or pursuant to any of the Security Documents.  58


23.3  23.3.1each Principal AerCap Obligor
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.  23.3.2Each of the 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 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 the Principal AerCap Obligor from reputable legal counsel in the relevant
jurisdictions.  23.4Each of the Security Trustee, the Agents,
the National Agents, the Lenders, the Principal AerCap Obligors 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.  24Set-off  24.1Set-off  24.1.1Subject to clause 24.1.4, 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 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 Finance Party, in each case, under or in relation to any of the
Transaction Documents.  24.1.2No Obligor shall be entitled to deduct any sum which
may be due to it from the 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.  24.1.3No 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 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 Finance Parties and/or any of the Borrowers; and/or  (b)any other party under or in connection with any of the
Transaction Documents.  24.1.4Each Finance Party irrevocably and unconditionally
waives any rights of set off that it may have at law or under clause 24.1.1 in
relation to any amount due to any Sub-Lessee or Lessee under clause 6.6.8(a).  24.2Set-off not mandatory  No Finance Party shall be obliged to exercise any of its rights under
clause 24.1.  59


25Notices  25.1Unless otherwise expressly provided herein,
all notices, requests, demands or other communications to or upon the
respective parties hereto in connection with this Agreement shall:  25.1.1in order to be valid be in English and in writing;  25.1.2be 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;  25.1.3be 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;  25.1.4be effective:  (a)in the case of a letter, when left at the address
referred to in clause 25.1.2(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 25.1.2(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.  25.2For the purposes of this clause 25, all
notices, requests, demands or other communications shall be given or made by
being addressed as follows:  25.2.1if to the Principal Borrower, to:  c/o Walkers SPV Limited Walker House 87 Mary Street George Town Grand Cayman, KY1-9002 Cayman Islands  Facsimile No:     +1 345 945 4757 Attention:           The
Directors  with copies to each Principal AerCap Obligor and each Agent at the
addresses detailed below;  60


25.2.2if to any AerCap Obligor, to:  AerCap
B.V. AerCap
House Stationsplein 965 1117CE  Schiphol Airport The Netherlands  Facsimile:+3120 655 9100 Attention:            Managing
Director  with a copy to each Agent at the address detailed below;  25.2.3if 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 91 96 and +33 (0)1 41 89 85 75 Attention:            Head
of Transportation Group and DFS / MO  with, except in relation to notices from one Finance Party to another
Finance Party, a copy to each Principal AerCap Obligor at the address detailed
above;  25.2.4if to a Lender, to that Lender care of the relevant
Agent; and  25.2.5if to a National Agent, to the address and/or
facsimile number set out opposite the name of that National Agent (in its capacity
as an ECA Lender in the relevant National Syndicate) in the relevant section of
Schedule 2.  26Confidentiality  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 the relevant Principal AerCap
Obligor , 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:  26.1.1in 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  26.1.2to 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 26; or  26.1.3if 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  26.1.4pursuant to any Applicable Law; or  26.1.5to any fiscal, monetary, Tax, governmental or other
competent authority; or  61


26.1.6to its auditors, bankers, legal or other professional
advisers (which are under an ethical obligation to or agree to hold that
information confidential); or  26.1.7to any of the Export Credit Agencies; or  26.1.8in any manner contemplated by any of the Transaction
Documents; or  26.1.9to each Principal AerCap Obligor, AerCap Holdings or
any other AerCap Group Company.  27Joint and several liability  For the purpose of any provision of the Transaction Documents, it is
hereby acknowledged and agreed that:  27.1where 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;  27.2where any obligations are expressed as
being owed by a Principal AerCap Obligor each of the Principal AerCap Obligors
shall be jointly and severally liable for such obligations;  27.3where the same obligations are expressed as
being owed by more than one AerCap Obligor (other than a Principal AerCap
Obligor), each of such AerCap Obligors shall be jointly and severally liable
for such obligations; and  27.4where 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 23).  28Consents and related matters  28.1Each Lessee and each of the Principal
AerCap Obligors 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 a Principal AerCap Obligor may, from
time to time, make under or in connection with any Transaction Document or the
transactions contemplated thereby.  28.2Where any approval, consent, waiver,
agreement or exercise of other discretion is requested by any Lessee or any
Principal AerCap Obligor from the Security Trustee pursuant to this Agreement
or any other Transaction Document, the Security Trustee and the relevant
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
the relevant Principal AerCap Obligor in a timely manner.  29Subordination  29.1Each of the 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 29.  29.2The 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.  29.3Without prejudice to the provisions of
clause 29.2, 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  62


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.  29.4For 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.  29.5For 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.  29.6For 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.  29.7Each Lessee shall be entitled, at any time
following the full and final discharge of the Secured Loan Obligations:  29.7.1to 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  29.7.2to exercise all of the rights of the Finance Parties
under the Trust.  29.8To the extent required under Dutch law, the
subordination set forth in this clause 29 is being accepted by the Security
Trustee as agent (zaakwaarnemer) on behalf of the
Finance Parties.  30Miscellaneous  30.1Cumulative rights  The respective rights of the Finance Parties and the Borrowers pursuant
to this Agreement and the other Transaction Documents:  30.1.1are cumulative, may be exercised as often as they
consider appropriate and are in addition to their respective rights under
Applicable Law; and  30.1.2shall not be capable of being waived or varied
otherwise than by an express waiver or variation in writing.  30.2Waivers  Any failure to exercise, or any delay in exercising, on the part of any
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.  30.3Severability  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 nor the  63


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.  30.4Further 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 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.  30.5Certificates  A certificate given by any 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.  30.6Amendments  30.6.1Unless 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
any Export Credit Agency or is made with its consent.  30.6.2  (a)Subject to clause 30.6.2(b), the 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, the Export Credit
Agency 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 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.  30.6.3The Lease and the Guarantee may only be amended with
the consent of the Majority Lenders.  30.6.4Each 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 the relevant
Principal AerCap Obligor (on behalf of each AerCap Obligor) and the Security
Trustee (on behalf of each Finance Party and each Borrower). Each AerCap
Obligor hereby irrevocably authorises each of the Principal AerCap Obligors to
execute any amendments to any Transaction Document on its behalf. Each 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 each of the
National Agents.  64


30.7Counterparts  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.  30.8Other security  Nothing contained in this Agreement shall prejudice or affect the
rights of any of the 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.  30.9Obligations several  The obligations of each of the Finance Parties under this Agreement are
several; the failure of any of the Finance Parties to perform such obligations
shall not relieve any other of the Finance Parties or any Obligor of any of
their respective obligations or liabilities under any of the Transaction
Documents nor shall any Agent, any National Agent or the Security Trustee be
responsible for the obligations of the other Finance Parties nor shall any of
the Finance Parties be responsible for the obligations of any other of the
Finance Parties under this Agreement.  30.10No partnership  This Agreement shall not and shall not be construed so as to constitute
a partnership between the parties or any of them.  30.11Information from AerCap  Each Principal AerCap Obligor shall upon request of any National Agent
deliver to the Export Credit Agencies (via that National Agent) or upon request
of any Agent deliver to that Agent all such information concerning 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 the relevant Principal
AerCap Obligor or another AerCap Group Company (and subject to any
confidentiality restrictions) and any such National Agent or Agent shall
reasonably require in the context of the Transaction Documents and the
transactions contemplated thereby.  30.12Determination 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.  30.13Notices to Agents  Each Agent agrees that if it receives any notice pursuant to the
Transaction Documents it shall as soon as reasonably practicable forward a copy
of that notice to the other Agent (if the other Agent is not an addressee of
that notice), unless that notice relates solely to one or more of the Loan
Agreements in respect of which that Agent is acting as agent for the relevant
Lenders.  65


31Transfers  31.1Transfers 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 (acting on the instructions
of the National Agents).  31.2Transfers 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:  31.2.1prior to the transfer or change in Lending Office
becoming effective, the relevant Lender:  (a)gives notice to the relevant Principal AerCap Obligor
(with a copy to each 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 each relevant Export
Credit Agency,  31.2.2the Transferee (i) is an Export Credit Agency, or
(ii) is eligible for support from the relevant Export Credit Agency and
(unless the Transferee is or has been a Lender) has been approved as a
Transferee by the relevant Principal AerCap Obligor (such approval not to be
unreasonably withheld or delayed), or (iii) is designated as a Transferee
by the relevant Export Credit Agency; and  31.2.3with the exception of transfers occurring as a result
of sub-paragraphs (i) or (iii) of clause 31.2.2, no Obligor shall be
under any obligation to pay any greater amount or suffer any other increase in
liabilities or diminution in right or benefit under the Transaction Documents
following and as a consequence of any such transfer or change in Lending
Office, except where the same arises as a consequence of a Change in Law which
occurs after the date of that transfer or change in Lending Office (but
excluding any Change in Law which is officially announced or proposed before
the date of that transfer or change in Lending Office).  provided further that the provisos set out above shall not apply to the
extent that any Lender has effected a transfer or changed its Lending Office
pursuant to, and in accordance with, clause 8.1.  31.3Transfer Certificates  31.3.1If any 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 the relevant Principal
AerCap Obligor) (the Transferee) in
accordance with clause 31.2, 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 relevant
National Agent and the relevant Principal AerCap Obligor may agree.  31.3.2On 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 31.3 as Discharged Rights and Obligations);  66


(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 31.2, 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.  31.3.3The 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.  31.3.4Each 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.  31.4Costs and expenses  In relation to any transfer contemplated by this clause 31 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 31.2.2, 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 31 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 31.2.2, the costs and expenses
thereby incurred by each of the other parties hereto shall be for the account
of the Borrowers.  32Governing law and jurisdiction  32.1Governing law  This Agreement shall be governed by and construed in accordance with
English law.  32.2Jurisdiction  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 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 each Principal AerCap
Obligor, 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/LN18407); and  (c)in the case of each of the Finance Parties, the
address from time to time of the relevant Finance Partys branch in London,
England (or, if any Finance Party does not have or ceases to have a branch in
London, it shall appoint an agent for receipt of service of  67


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.  32.3No 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.  33Contracts (Rights of Third
Parties) Act 1999  33.1Each 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 Finance Party and/or
any Export Credit Agency shall be enforceable by that Finance Party, or, as the
case may be, Export Credit Agency 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 Finance
Parties and the Export Credit Agencies.  33.2Subject to clause 33.1, 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.  34Export Credit Agencies  Each of the Obligors hereby acknowledges and accepts that, under the
Support Agreement, the Export Credit Agencies have certain rights to require
the ECA Finance Parties to act, or to omit to act, in accordance with the
instructions of the Export Credit Agencies. 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 the relevant Export Credit Agency.  35Parallel debt  35.1Each 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  68


aggregate
of all of its Principal Obligations owed to all of the 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).  35.2Each of the parties hereby acknowledges
that:  35.2.1for 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 Finance
Party; and  35.2.2the 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 35 shall never
exceed the amount which may become due in respect of all of its Principal
Obligations owed to all of the Finance Parties.  35.3The total amount due by the Relevant
Obligor as the Parallel Debt under this clause 35 shall be decreased to the
extent that the Relevant Obligor shall have paid any amounts to the Finance
Parties or any of them to reduce its outstanding Principal Obligations or any
Finance Party otherwise receives any amount in discharge of those Principal
Obligations (other than by virtue of clause 35.4).  35.4To 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.  35.5In the event of a resignation of Security
Trustee or the appointment of a new Security Trustee pursuant to clause 22 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  36Principal AerCap Obligors and
Airbus Purchase Agreement  36.1Each of the parties hereto acknowledges and
agrees that AerCap Ireland intends to assign its right to take title to certain
of the Aircraft under the Airbus Purchase Agreement to AerCap A330 Holdings
upon AerCap Holdings procuring the necessary third party investment in AerCap
A330 Holdings.  36.2AerCap Ireland shall notify the ECA Agent
in advance of any assignment of AerCap Irelands rights under the Airbus
Purchase Agreement and shall provide a copy of the relevant purchase agreement
assignment to the ECA Agent for review and approval by the ECA Agent and the
Export Credit Agencies.  36.3Each of AerCap Ireland, AerCap A330
Holdings and AerCap Holdings acknowledges and agrees that on no account shall
the Proposed PA Assignment constitute a transfer of AerCap Irelands
obligations under the Purchase Agreement (it being acknowledged, however, that
the terms of this clause 36.3 shall not be breached if pursuant to the Proposed
PA Assignment.  AerCap A330 Holdings
assumes the obligation to pay the purchase price for the relevant Aircraft to
Airbus on the Delivery Date for that Aircraft provided AerCap Ireland remains
jointly and severally liable pursuant to the Airbus Purchase Agreement for the
same) and, until such time as the ECA Agent has consented to a novation,
transfer or cancellation and replacement of the Airbus Purchase Agreement
pursuant to clause 36.4, AerCap Ireland shall remain liable for all of the
obligations of the Purchaser under the Airbus Purchase Agreement.  36.4Any novation, transfer, cancellation or
replacement of the Airbus Purchase Agreement shall require the express consent
of the Export Credit Agencies.  69


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.  70


Schedule 1  Definitions  A320 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 Security Trusteemeans the Security Trustee from time to time under (and as defined
in) the A320 Facility Agreement;  A320 Termination Eventmeans a Termination
Event under (and as defined in) the A320 Facility Agreement;  A320 Transaction Documentmeans a Transaction Document under (and as defined
in) the A320 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 AerCap Ireland 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 B.V.means AerCap B.V., a company
incorporated and organised under the laws of The Netherlands whose registered
office is at AerCap House, Stationsplein 965, 1117 CE Schiphol Airport,
Amsterdam, The Netherlands;  AerCap A330 Holdingsmeans AerCap A330 Holdings
Limited a company incorporated under the laws of Ireland and having its
registered office at AerCap House, Shannon County Clare Ireland;  AerCap A330 Holdings B.V., means AerCap A330 Holdings
B.V. a company incorporated and organised under the laws of the Netherlands
whose registered office is at AerCap House, Stationsplein 965, 1117 CE Schiphol Airport, Amsterdam, The Netherlands;  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 Irelandmeans AerCap Ireland Limited
(previously known as debis AirFinance Ireland Limited and debis AirFinance
Ireland plc) a company incorporated under the laws of Ireland having its
registered office at AerCap House, Shannon, Co. Clare, Ireland;  AerCap Obligorsmeans together the Principal AerCap
Obligors, each Lessee, AerCap Ireland, AerCap B.V., AerCap Holdings and each
Lessee Parent, and AerCap Obligor
means any of them;  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;  71


Agreed British Ratemeans, in respect of an ECA
Loan and an ECA Interest Period, the sum of (i) the Applicable Rate for
that ECA Loan and ECA Interest Period, and (ii) the British Margin;  Agreed ECA Ratemeans, in respect of an ECA
Loan and an ECA Interest Period (i) for the purposes of the British
Credits forming part thereof, the Agreed British Rate, (ii) for the
purposes of the French Credits forming part thereof, the Agreed French Rate,
and (iii) for the purposes of the German Credits forming part thereof, the
Agreed German Rate, in each case referable thereto;  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 the relevant Principal AerCap Obligor
and the Security Trustee;  Agreed French Ratemeans, in respect of an ECA
Loan and an ECA Interest Period, the sum of (i) the Applicable Rate for
that ECA Loan and ECA Interest Period, and (ii) the French Margin;  Agreed German Ratemeans, in respect of an ECA
Loan and an ECA Interest Period, the sum of (i) the Applicable Rate for
that ECA Loan and ECA Interest Period, and (ii) the German Margin;  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 A330 family Airbus Purchase Agreement dated 11 December 2006,
together with the exhibits thereto, made between the Manufacturer and AerCap
Ireland 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 the relevant Principal AerCap
Obligor and the relevant Borrower in respect of the right to take title to that
Aircraft under the Airbus Purchase Agreement;  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 thirty (30) A330
aircraft which AerCap Ireland has agreed to purchase pursuant to the Airbus
Purchase Agreement 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 fifteen (15) 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 all of the National Agents at the request of the relevant Principal AerCap
Obligor, 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,  72


in each case, as approved by all of the National
Agents;  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, the relevant
Principal AerCap Obligor, 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
all of the National Agents and incorporated in a jurisdiction approved by all
of the National Agents, in each case, in accordance with clause 7, which
accedes to this Agreement as a Borrower pursuant to clause 7;  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, AerCap Ireland and/or AerCap A330
Holdings on terms approved by the Security Trustee (acting on the instructions
of all of the Lenders) and the relevant Principal AerCap Obligor 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 the relevant Principal AerCap Obligor, in
form and substance reasonably satisfactory to the Security Trustee (acting on
the instructions of all of the Lenders) and relevant Principal AerCap 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
relevant Principal AerCap 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 relevant Principal AerCap 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 the relevant Principal AerCap Obligor;  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 the relevant Principal AerCap Obligor
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 the relevant Principal AerCap Obligor;  Alternative Lesseemeans a company, approved by
all of the National Agents and incorporated in a jurisdiction approved by all
of the National Agents, in each case, in accordance with clause 7, which
accedes to this Agreement as a Lessee pursuant to clause 7;  73


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 the
relevant Principal AerCap Obligor;  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 relevant National Agent to the relevant
Borrower, the relevant Lessee and the relevant Principal AerCap Obligor 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;  74


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 a Principal AerCap Obligor 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 the
relevant Principal AerCap Obligor 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;  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 23)
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,  75


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  (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 Arrangement following an Event of Default, or any
other circumstances provided in a Transaction Document) either:  76


(a)prior to a Conversion, such
amounts as a Lender, a National Agent (on its own behalf or on behalf of any
Export Credit Agency) or the ECA Agent may certify as necessary to compensate
it or any other 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 any Export Credit Agency, entered into pursuant to, or in connection
with, its Support Arrangement 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 any Export
Credit Agency, it certifies are Losses suffered or incurred by it as a result;  (ii)in the case of any Lender,
National Agent or the ECA Agent, it certifies will compensate it for Losses
incurred in terminating the relevant Interest Rate Swap but in any event not in
excess of the amount which would be the Close-out Amount (if positive)
determined under (and as defined in) an ISDA 2002 Master Agreement (the ISDA
Agreement) as if the relevant Lender were the Determining Party (as defined in
the ISDA Agreement) and the Terminated Transaction (as defined in the ISDA
Agreement) were an interest rate swap transaction beginning on the Conversion
Date and ending on the Final ECA Repayment Date in respect of the relevant Loan
Agreement, pursuant to which that Lender is obliged, on each relevant ECA
Repayment Date falling after the Conversion Date, to pay fixed amounts to the
swap counterparty equal to the interest payable under the relevant Loan
Agreement at the Fixed Rate and receive floating amounts from such swap
counterparty equal to LIBOR by reference to principal amounts equal to the
amount prepaid or to be prepaid to such Lender;  British Creditsin respect of an ECA Loan,
has the meaning given to that term in clause 2.2.1 of the ECA Loan Agreement in
respect of that ECA Loan;  British ECA Portionmeans, in respect of any
Aircraft, the percentage determined in accordance with Part 3 of
Schedule 3;  British Lendersmeans:  (a)in relation to an Aircraft,
together the banks and financial institutions listed in Part I of
Schedule 2, 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, together
with their successors, permitted assigns and permitted transferees,  and a British Lender
shall mean any of them;  British Marginmeans, in respect of an ECA
Loan for an Aircraft the margin which is to apply in respect of that Aircraft
as separately agreed between the British National Agent and the relevant  77


Principal AerCap Obligor and being, in the
case of the DekaBank Aircraft, as agreed pursuant to the DekaBank Side Letter;  British National Agentmeans Calyon, asociété anonyme established under the laws of France acting
through its office in England at Broadwalk House, 5 Appold Street, London EC2A
2DA, England, in its capacity as national agent for the British Lenders,
together with its successors, permitted assignees and permitted transferees;  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 the Principal AerCap Obligors
and the Security Trustee (acting on the instructions of all of the National
Agents 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 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  78


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;  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, four million Dollars ($4,000,000).
Notwithstanding the foregoing, Each of the Principal AerCap Obligors 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;  79


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
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,  DekaBankmeans
DekaBank Deutsche Girozentrale, Mainzer Landstraße 16; 60325 Frankfurt am Main,
Germany;  DekaBank Aircraftmeans the four (4) Airbus
aircraft listed in Part 2 of Schedule 3;  DekaBank Side Lettermeans the side letter dated
of even date herewith and made between each of the Principal AerCap Obligors,
the ECA Agent, Dekabank and the Principal Borrower regarding DekaBanks
commitment to finance the DekaBank Aircraft;  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 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), each Dutch Supplemental Pledge
(Security Assignment) and each Sub-Lease Account Charge;  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 3,119,771,484 Euros,
whose registered office is at 9 Quai du President Paul Doumer, 92920  80


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 2013 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 an
Aircraft at any time prior to the drawdown of the ECA Loan for that Aircraft:  (a)in the case of a British
Lender, that British Lenders ECA Portion of (i) the British ECA Portion
for that Aircraft of 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;  (b)in the case of a French
Lender, that French Lenders ECA Portion of (i) the French ECA Portion for
that Aircraft of the Maximum Aircraft Amount for that Aircraft, plus (ii) the
Qualifying ECA Premium referred to in paragraph (b) of the definition thereof
for that ECA Loan;  (c)in the case of a German
Lender, that German Lenders ECA Portion of (i) the German ECA Portion for
that Aircraft of the Maximum Aircraft Amount for that Aircraft, plus (ii) the
Qualifying ECA Premium referred to in paragraph (c) 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;  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 one billion four
hundred and ten million Dollars ($1,410,000,000);  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 National Agents, 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 Lendersmeans:  (a)in relation to an Aircraft,
together the British Lenders for that Aircraft, the French Lenders for that
Aircraft and the German Lenders for that Aircraft; and  (b)generally, together the British
Lenders, the French Lenders and the German Lenders,  81


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, being the
aggregate principal amount of the British Credits, the French Credits and the
German Credits owing to the ECA Lenders under that ECA Loan Agreement from time
to time;  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;  ECA Marginmeans (i) for the
purposes of the British Credits, the British Margin, (ii) for the purposes
of the French Credits, the French Margin and (iii) for the purposes of the
German Credits, the German Margin;  ECA Portionmeans, in respect of any ECA
Lender and any Aircraft, that percentage of the British ECA Portion, the French
ECA Portion or, as applicable, the German ECA Portion 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, in respect of any
Export Credit Agency and any ECA Loan, the fee which is payable to that Export
Credit Agency in consideration for that Export Credit Agency guaranteeing,
insuring or otherwise covering the relevant participation of the British
Lenders, the French Lenders and the German Lenders respectively 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,
the Security Trustee and each of the National Agents, 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;  82


(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;  ECA Utilisation Block Eventmeans any event described as
such which the Principal AerCap Obligors 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 a
Principal AerCap Obligor 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  83


(c)insofar as the same belong to
the relevant Borrower, any and all Parts and Replacement Parts of whatever nature
from time to time relating to an engine referred to in (a) and (b) above,
whether or not installed on or attached to that engine;  Engine Manufacturermeans either United
Technologies International Corporation, Pratt & Whitney Division or
Rolls Royce Plc 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, the relevant Principal AerCap
Obligor, 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 Finance Party or payable to the affected
Finance Party with respect to, or measured by, the income or capital gain of
the affected 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 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 Finance Party of any of its express
obligations under any of the Transaction Documents (but excluding any breach in
consequence of a failure by any other party to a Transaction Document to
perform any of its obligations thereunder); or  (d)any Tax to the extent that
that Tax would not have been imposed or suffered but for any misrepresentation
made by the affected 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  84


(e)any Tax which would not have
been imposed or suffered but for a reasonably avoidable delay or failure by the
affected 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)the relevant Principal AerCap Obligor
(acting reasonably) has requested the affected 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 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 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 Finance Parties under
the Transaction Documents, unless they result from the Security 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 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 Finance Parties
or the Export Credit Agencies 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 Finance Parties
or the Export Credit Agencies in preventing or attempting to prevent the
arrest, confiscation, seizure, taking in execution, impounding, forfeiture or
detention  85


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 Finance Parties
or the Export Credit Agencies 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 Finance Parties
or the Export Credit Agencies 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 Finance Parties
or the Export Credit Agencies 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 Finance Parties
or the Export Credit Agencies 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 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 the
relevant Principal AerCap Obligor from reputable legal counsel in the relevant
jurisdictions, the person incurring the fee, cost or expense shall first
consult in good faith with the relevant Principal AerCap Obligor in relation
thereto and provide an estimate of the amount of the relevant fee, cost or
expense;  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, AerCap Ireland,
AerCap A330 Holdings 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, a Principal AerCap Obligor
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  86


(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 the relevant Principal AerCap Obligor 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 Partiesmeans the ECA Finance Parties
and Finance Party means any of them;  Finance Party Lienmeans any Lien over an
Aircraft or any part thereof:  (a)created by an act or omission
of a Finance Party, in each case, in breach of its express obligations under
the terms of the Transaction Documents; or  (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 a 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 the Finance Party is
entitled to be indemnified pursuant to the terms of the Transaction Documents
and the 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,  87


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;  First Aircraftmeans the first Aircraft
identified in Part 1 of schedule 3;  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 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;  Fourth Aircraftmeans the fourth Aircraft
identified in Part 1 of schedule 3;  French ECA Portionmeans, in respect of any
Aircraft, the percentage determined in accordance with Part 3 of
Schedule 3;  French Creditsin respect of an ECA Loan,
has the meaning given to that term in clause 2.2.2 of the ECA Loan Agreement in
respect of that ECA Loan;  French Lendersmeans:  (a)in relation to an Aircraft,
together the banks and financial institutions listed in Part II of
Schedule 2, 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 II of Schedule 2, together
with their successors, permitted assigns and permitted transferees,  and a French Lender
shall mean any of them;  French Marginmeans, in respect of an ECA
Loan for an Aircraft the margin which is to apply in respect of that Aircraft
as separately agreed between the French National Agent and the relevant
Principal AerCap Obligor being, in the case of the DekaBank Aircraft, as agreed
pursuant to the DekaBank Side Letter;  French National Agentmeans Calyon, asociété anonyme established under the laws of France with a
capital social of 3,119,771,484 Euros,
whose registered office is at 9 Quai du President Paul Doumer, 92920 Paris La
Defense Cedex, France, in its capacity as national agent for the French
Lenders, together with its successors, permitted assignees and permitted
transferees;  German Creditsin respect of an ECA Loan,
has the meaning given to that term in clause 2.2.3 of the ECA Loan Agreement in
respect of that ECA Loan;  German ECA Portionmeans, in respect of any
Aircraft, the percentage determined in accordance with Part 3 of
Schedule 3;  German Lendersmeans:  (a)in relation to an Aircraft,
the banks and financial institutions listed in Part III of
Schedule 2, 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 III of Schedule 2 together
with their successors, permitted assigns and permitted transferees,  and a German Lender
shall mean any of them;  88


German Marginmeans, in respect of an ECA
loan for an Aircraft the margin which is to apply in respect of that Aircraft
as separately agreed between the German National Agent and the relevant
Principal AerCap Obligor being, in the case of the DekaBank Aircraft, as agreed
pursuant to the DekaBank Side Letter;  German National Agentmeans Calyon, a société
anonyme established under the laws of France with a capital social of
3,119,771,484 Euros whose registered office is a 9 Quai du President Paul
Doumer, 92920, Paris, La Défense Cedex, France acting through its office in
Germany at Messe Turm, Friedrich-Ebert-Anlage 39, 60308, Frankfurt am Main
Germany;  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;  Guaranteemeans the guarantee dated the
Signing Date between AerCap Holdings and the Borrowers pursuant to which AerCap
Holdings guarantees the performance of the obligations and liabilities of the
Lessees;  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, AerCap Ireland and AerCap A330 Holdings Limited;  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, AerCap Ireland and AerCap A330
Holdings Limited;  Initial Managermeans Walkers SPV Limited, in
its capacity as manager of the Principal Borrower;  Insolvency Eventmeans, in relation to any
person, any of the following (whether or not on a temporary basis):  89


(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;  (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  90


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 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 the Export Credit Agencies 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  91


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;  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:  92


(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;  (ii)any of AerCap B.V., AerCap
A330 Holdings or AerCap Ireland suspends or ceases to carry on all or
substantially all of its business as a lessor of aircraft or as a holding
company of companies which are lessors 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 any of AerCap B.V., AerCap A330 Holdings and
AerCap Ireland;  (i)in the case of each of AerCap
B.V. 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 AerCap B.V. or, as the case may be, AerCap Holdings; and  (2)Financial Indebtedness which
AerCap B.V. or AerCap Holdings is disputing or contesting in good faith,
including by appropriate proceedings, and in respect of which AerCap B.V. or,
as the case may be Aircraft Holdings has provided reasonable details of the
basis of such dispute or contest to the Security Trustee;  93


(j)any of AerCap B.V. 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 Facility and any Other ECA Indebtedness) is not
paid when due (after the expiry of any originally applicable grace periods);  (k)the Lessee of that Aircraft
ceases to be a wholly-owned direct or indirect Subsidiary of the relevant
Principal AerCap Obligor; or  (l)any other event which the
relevant Principal AerCap Obligor 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:  (i)prior to the Proposed PA
Assignment becoming effective and in respect of any Lessee, AerCap Ireland; and  (ii)following the Proposed PA
Assignment becoming effective and in respect of any Lessee, AerCap A330
Holdings or AerCap Ireland (as applicable); and  (b)in respect of any Alternative
Lessee, the company, being AerCap Holdings or a direct or indirect wholly-owned
Subsidiary of AerCap Holdings which owns the entire issued share capital of
that Alternative Lessee;  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;  94


Liabilitymeans, at any time:  (a)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;  (b)in respect of a British
Lender, the proportion which that British Lenders Contribution bears to the
amount of the Contributions of all of the British Lenders as at that time;  (c)in respect of a French Lender,
the proportion which that French Lenders Contribution bears to the amount of
the Contributions of all of the French Lenders as at that time; and  (d)in respect of a German Lender,
the proportion which that German Lenders Contribution bears to the amount of
the Contributions of all of the German Lenders as at that time;  and Liabilities
shall be construed accordingly;  Liability Additional Insuredshas the meaning specified in
paragraph (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
case of maintenance reserves and maintenance credits, any amount paid to that
Sub-Lessee or any relevant maintenance facility in reimbursement out of a  95


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
Aircraft until such time as all amounts outstanding under the Transaction
Documents for that Aircraft to the ECA Finance Parties have been repaid in full
(i) in relation to any decision, discretion, action or inaction under any
of the Transaction Documents for that Aircraft in respect of which any National
Agent either must follow the instructions of the relevant Export Credit Agency
under the relevant Support Agreement or, in its good faith opinion, believes
the consent of the relevant Export Credit Agency to be necessary, the relevant
National Agent(s), and (ii) in relation to any other 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 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 and the relevant Principal AerCap Obligor; 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 the National Agents) 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 any Principal AerCap Obligor
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 the ownership covenant on the part of
AerCap Holdings pursuant to clause 5.3.4 is breached at any time; or  (i)such other circumstances as
any of the Principal AerCap Obligors and the ECA Agent may agree in writing
from time to time; or  (j)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  96


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  (k)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  (l)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 the Principal AerCap Obligor
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  (m)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  (n)the Security Trustee shall
have declared a Mandatory Prepayment Event in respect of that Aircraft pursuant
to clause 7.6.1(c)(ii),  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
(4) 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,  97


amongst others, the relevant Borrower and
the Security Trustee in a form approved by the Security Trustee acting
reasonably;  National Agentsmeans together the British
National Agent, the French National Agent and the German National Agent, and National Agent means any of them;  National Syndicatemeans, with respect to the
British National Agent, the British Lenders, with respect to the French
National Agent, the French Lenders, and with respect to the German National
Agent, the German Lenders;  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, at any time, AerCap
Holdings accumulated other income, as shown in the accounts most recently
provided to the Security Trustee pursuant to clause 5.2.3;  OCLmeans, at any time, AerCap
Holdings accumulated other loss, as shown in the accounts 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 any Principal
AerCap Obligor, 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 Facility Agreement) and which is guaranteed, insured, supported or
otherwise covered by any Export Credit Agency;  Parallel Debt, in relation to this
Agreement or any Loan Agreement, has the meaning ascribed thereto in clause 35
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;  98


Permitted Finance Party Lienmeans, in relation to any
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 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  99


(h)any other Lien created at the
written request of or with the prior written consent of the Security Trustee;  Principal AerCap Obligormeans:  (a)prior to the Proposed PA
Assignment becoming effective, AerCap Ireland;  (b)following the Proposed PA
Assignment becoming effective:  (i)in respect of an Aircraft
where the relevant Borrower takes title to such Aircraft pursuant to an Airbus
Purchase Agreement Assignment to which AerCap Ireland is a party in its
capacity as Assignor thereunder or pursuant to a Sale Agreement under which
AerCap Ireland is the seller of the relevant Aircraft, AerCap Ireland; and  (ii)in respect of an Aircraft
where the relevant Borrower takes title to such Aircraft pursuant to an Airbus
Purchase Agreement Assignment to which AerCap A330 Holdings is a party in its
capacity as Assignor thereunder or pursuant to a Sale Agreement where AerCap
A330 Holdings is the Seller of the relevant Aircraft, AerCap A330 Holdings;  Principal Borrowermeans Jetstream 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 Charge means, in
the case of each Principal Lessee, the share pledge to be entered into between
the relevant Principal AerCap Obligor and the Principal Borrower in respect of
the entire issued share capital of the relevant Principal Lessee on or prior to
the relevant Principal Lessee acceding to this Agreement;  Principal
Lessees means, as the context may require, each wholly
owned Subsidiary of:  (a)AerCap
Ireland; or  (b)AerCap
A330 Holdings,  in each case
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 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;  100


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 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 Crédit Lyonnais 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 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 than 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 the Principal
AerCap Obligors or the relevant Lessee from exporting to and/or consigning for
use of that Aircraft in that country;  Proposed PA Assignmentmeans the proposed assignment
of the Airbus Purchase Agreement by AerCap Ireland in favour of AerCap A330
Holdings as contemplated by clause 36 of this Agreement;  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;  (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:  (a)in relation to ECGD and any
ECA Loan, one hundred per cent. (100%) of the ECA Premium payable to ECGD for
that ECA Loan;  101


(b)in relation to COFACE and any
ECA Loan, one hundred per cent. (100%) of the ECA Premium payable to COFACE for
that ECA Loan; and  (c)in relation to EULER HERMES
and any ECA Loan in respect of an Aircraft, one hundred per cent. (100%) of the
ECA Premium payable to EULER HERMES or KfW (as the case may be) 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;  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;  102


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 Telerate
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
IRSB18 (Ask Rate);  Second Aircraftmeans
the second Aircraft identified in Part 1 of schedule 3;  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 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 24), and
references to Secured Obligations includes references to any part thereof;  Secured Partiesmeans together the 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;  103


(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 Guarantee, to the extent
that it relates to that Aircraft;  (j)the Supplemental Security
Assignment;  (k)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 a
Principal AerCap Obligor, (ii) a Principal AerCap Obligor 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 a Principal AerCap Obligor,  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 3,119,771,484 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;  104


Sellermeans, in respect of an
Aircraft, the Manufacturer, AerCap Ireland or AerCap A330 Holdings Limited (as
applicable), being the person who sells that Aircraft to the relevant Borrower;  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 AerCap Ireland or, as the case may be, AerCap
A330 Holdings, 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
the Export Credit Agencies 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 the relevant Principal AerCap Obligor and approved by the
Security Trustee (acting on the instructions of all of the National Agents, 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  (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  105


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 each
Principal AerCap Obligor at any time, that Principal AerCap Obligors
indebtedness under all subordinated loan agreements entered into by that
Principal AerCap Obligor, 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;  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 Agreementsmeans the guarantees,
insurance or other support of the Borrowers obligations under the ECA Loan
issued or to be issued by the ECAs, including together (i) the Guarantee
Agreement to be entered into between ECGD and the British Lenders, and (ii) the
Promesse de Garantie and the Police dAssurance Crédit to be entered into
between COFACE and the French National Agent for and on behalf of the French
Lenders, and (iii) the Airbusgarantie entered into between EULER HERMES
and the German Lenders ;  106


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 (d) applies or
in order to enable AerCap Holdings to establish that a Trigger Event is no long
continuing, the last day of each relevant calendar month; and  (c)the date of each Drawdown
Notice;  Third Aircraftmeans the third Aircraft
identified in Part 1 of schedule 3;  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
7.2.3;  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  (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;  107


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 a
Principal AerCap Obligor, (ii) AerCap Ireland 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 AerCap Ireland,  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 relevant National
Agent and AerCap Ireland may agree or, if an Export Credit Agency is to become
an ECA Lender, in such other form as shall be agreed by the ECA Agent and
AerCap Ireland;  Transfereeshall have the meaning given
thereto in clause 31.3.1;  Transferorshall have the meaning given
thereto in clause 31.3.1;  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 4.6.1 of the relevant ECA Loan Agreement and/or clause 8.3.1 of
the relevant Lease, as applicable;  108


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.  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.  109


Schedule 2  The Lenders  Part I
- The British Lenders  Lender
  
  Lending Office
  
  ECA Portion expressed as
  a percentage of the British
  ECA Portion and by Aircraft(1) DekaBank
  Deutsche Girozentrale (in respect of the DekaBank Aircraft)
  
  Mainzer Landstraße 16,
  60325 Frankfurt am Main,Germany
  
  In respect of the DekaBank Aircraft: 100%(2) Calyon
  (in respect of all Aircraft other than the DekaBank Aircraft)
  
  Calyon
  Broadwalk House
  5 Appold Street
  London
  EC2A 2DA
  United Kingdom
  
  All Aircraft other than the DekaBank Aircraft: 100%
  DekaBank Aircraft: 0%  110


Part II
- The French Lenders  Lender
  
  Lending Office
  
  ECA Portion expressed as
  a percentage of the French
  ECA Portion and by Aircraft(1) DekaBank
  Deutsche Girozentrale (in respect of the DekaBank Aircraft)
  
  Mainzer Landstraße 16,
  60325 Frankfurt am Main,
  Germany
  
  In respect of the DekaBank Aircraft: 100%(2) Calyon
  (in respect of all Aircraft other than the DekaBank Aircraft)
  
  Calyon
  9 Quai du Président Paul
  Doumer92920
  Paris
  La Défense Cedex
  France
  
  All Aircraft other than the DekaBank Aircraft: 100%
  DekaBank Aircraft: 0%  111


Part III
- The German Lenders  Lender
  
  Lending Office
  
  ECA Portion expressed as
  a percentage of the German
  ECA Portion and by Aircraft(1) DekaBank
  Deutsche Girozentrale (in respect of the DekaBank Aircraft)
  
  Mainzer Landstraße 16,
  60325 Frankfurt am Main,Germany
  
  In respect of the DekaBank Aircraft: 100%(2) Calyon
  (in respect of all Aircraft other than the DekaBank Aircraft)
  
  Calyon
  Messe Turm
  Freidrich-Ebert-Anlage 4960308
  Frankfurt am Main
  Germany
  
  All Aircraft other than the DekaBank Aircraft: 100%DekaBank Aircraft: 0%  112


Schedule 3  The Aircraft  Part 1 -
The Aircraft  (1)
  Scheduled Delivery Month
  
  (2)
  Manufacturers
  Serial Number
  
  (3)
  Aircraft Type
  
  (4)
  Maximum Aircraft Amount
  USD millionApr-09
  
  TBD
  
  A330-300
  
  89.3May-09
  
  TBD
  
  A330 -200
  
  73.9Jun-09
  
  TBD
  
  A330 -200
  
  73.9Sep-09
  
  TBD
  
  A330 -200
  
  74.3Sep-09
  
  TBD
  
  A330 -200
  
  74.3Oct-09
  
  TBD
  
  A330 -200
  
  71.5Oct-09
  
  TBD
  
  A330-300
  
  87.4Nov-09
  
  TBD
  
  A330-300
  
  87.4Dec-09
  
  TBD
  
  A330-300
  
  87.4Jan-10
  
  TBD
  
  A330 -200
  
  77.6Jan-10
  
  TBD
  
  A330-300
  
  87.9Feb-10
  
  TBD
  
  A330-300
  
  91.6Apr-10
  
  TBD
  
  A330-300
  
  85.6Jun-10
  
  TBD
  
  A330-300
  
  92.1Jul-10
  
  TBD
  
  A330 -200
  
  79.0Sep-10
  
  TBD
  
  A330-300
  
  91.2Sep-10
  
  TBD
  
  A330-300
  
  94.4Nov-10
  
  TBD
  
  A330 -200
  
  76.7Dec-10
  
  TBD
  
  A330-300
  
  90.7Feb-11
  
  TBD
  
  A330-300
  
  90.7Apr-11
  
  TBD
  
  A330-300
  
  94.0Jul-11
  
  TBD
  
  A330-200
  
  77.1Jan-12
  
  TBD
  
  A330-300
  
  92.6Feb-12
  
  TBD
  
  A330-300
  
  92.6Apr-12
  
  TBD
  
  A330-300
  
  93.0May-12
  
  TBD
  
  A330-300
  
  93.0Jan-13
  
  TBD
  
  A330-300
  
  94.4Feb-13
  
  TBD
  
  A330-300
  
  94.4  113


Part 2 - The DekaBank Aircraft  (1)
  Scheduled Delivery Month
  
  (2)
  Manufacturers
  Serial Number
  
  (3)
  Aircraft Type
  
  (4)
  Maximum Aircraft
  Amount USD millionApr-09
  
  TBD
  
  A330-300
  
  89.3May-09
  
  TBD
  
  A330 -200
  
  73.9Jun-09
  
  TBD
  
  A330 -200
  
  73.9Sep-09
  
  TBD
  
  A330 -200
  
  74.3  114


Part 3 - British ECA Portion,
French ECA Portion and German ECA Portion  In
respect of any Aircraft, the British ECA Portion, the French ECA Portion and
the German ECA Portion respectively shall be determined by reference to the
following table:  Aircraft and Engine type
  
  British ECA Portion
  
  French ECA Portion
  
  German ECA PortionA330-200
  RR
  
  38%
  
  34%
  
  28%A330-200
  P&W
  
  24%
  
  41%
  
  35%A330-300
  P&W
  
  26%
  
  36%
  
  38%A330-300
  RR
  
  38%
  
  31%
  
  31%  115


Schedule 4  ECA
Utilisation Notice  To:
  
  Calyon9 Quai du
  Président Paul Doumer92920 Paris
  La Défense CedexFranceFacsimile
  No:        +33 (0)1 41 89 91 96 and +33
  (0)1 41 89 85 75Attention:              Head of Transportation Group and
  DFS / MOFrom:
  
  [AerCap
  Ireland Limited] (AerCap)[AerCap A330
  Holdings Limited]  Facility Agreement dated
[              ] and made between,
amongst others, you and AerCap, as amended, supplemented or acceded to from
time to time (the Agreement)  AerCap
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].  Terms used herein defined in the Agreement
have the same meanings herein.  [AERCAP IRELAND LIMITED] [AERCAP A330 HOLDINGS LIMITED]  By:Name:Title:  116


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 A330 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]  117


Schedule 6  ECA Loan
Agreement  118


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 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 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 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 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.  119


(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 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, 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 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.  (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 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:  120


(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 allof the Transaction Documents which
constitute or create an International Interest or National Interest in
accordance with the provisions of the Cape Town Convention,  the Lessee shall, upon the request of the
Security Trustee 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. 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 Finance
Parties and procure that any relevant third party which is not a 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 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 the Export Credit Agencies 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 IDERA for recordation by
the Aviation Authority. Following recordation by the Aviation Authority, the
Lessee shall return the IDERA to the Security Trustee.  121


(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.  (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  (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.  122


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 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
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  123


the Maintenance Programme and in a
maintenance facility approved by AerCap Ireland 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 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  124


(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:  (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 one
million Dollars ($1,000,000) 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
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  125


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  (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 $900,000,000, 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 $900,000,000 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 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 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;  126


(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.  (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.  127


(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 $7,000,000 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
$7,000,000 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 $7,000,000 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 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 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, AerCap Ireland 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  128


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 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 Finance
Parties having regard to market practice at the relevant time. Neither the
relevant Borrower nor any 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 Parent Guarantee, or (b) would
or might reasonably be expected to result in the rights, title and interests of
the Finance Parties and the Borrowers (or any of them) in and to the Aircraft
and/or under any Transaction Document being materially adversely affected.  129


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 National Agents).  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 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 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.  130


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  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  131


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  (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 AerCap
Ireland, wish to have answered in connection with the proposed leasing of the
Aircraft into such jurisdictions and the rights and interests of the Finance
Parties and the Borrowers in connection therewith.  132


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.  133


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 Crédit Lyonnais 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 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  134


[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  135


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
the 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.  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  (e)in the case of AerCap Holdings, the ECA
Agent shall have further received, by no later than the earlier of (i) the
date on which the ECA Loan Agreement in respect of the ECA Loan is entered into
and (ii) the date which falls two (2) Banking Days after the date of
the next meeting of the board of directors of AerCap Holdings which follows the
date of execution of this Agreement) a ratifying board resolution passed by the
board of directors of AerCap Holdings and authorising the execution of this
Agreement, the Guarantee and those other Transaction Documents entered into by
AerCap Holdings on the date of execution of this Agreement, in form and
substance reasonably satisfactory to the ECA Agent.  In the event that this condition precedent is
not satisfied within the foregoing time limits, the Parties agree that an ECA
Utilisation Block Event shall be deemed to have occurred.  136


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 AerCap Ireland; 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 the Principal AerCap Obligors; and  (d)in-house opinion from AerCap
Holdings.  137


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 in the Parent
Guarantee 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 each Principal Lessee, 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 Agreements of each of ECGD, COFACE and
EULER HERMES each of 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 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;  138


(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 Finance Parties and the Export Credit Agencies 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
Finance Parties and the Export Credit Agencies 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.  139


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 National Agent; (3) Calyon as the ECA Agent; (4) Calyon as the
Security Trustee; (5) [           ]
as Principal Borrower; (6) [         
] as Principal Irish Lessee; (7) [              ] as Principal Dutch Lessee; (8) AerCap
Ireland; (9) AerCap 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 31.3 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 Finance Parties to accept this executed
Transfer Certificate as being delivered under and for the purposes of clause
31.3 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;  (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
a [British Lender][French Lender][German Lender][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  140


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 31.3 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
shall be governed by and construed in accordance with English law.  141


[Transferee]  By:
  [Transferor]  By:
  The
Security Trustee on behalf of itself and all other parties to the Agreement
(other than the Transferor).  By:
  Dated:  [                   ]  142


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:[                         ]
  
  [                         ]  143


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 Crédit Lyonnais 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 Crédit Lyonnais 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.  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]
  144


EXECUTION PAGES  THE
SECURITY TRUSTEE  EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Aurélie Gindrefor
  and on behalf of
  )
  Aurélie
  GindreCALYON
  )(acting
  through its Paris head office)
  )
  /s/
  Julien Clamouby
  Aurélie Gindre and Julien Clamou
  )
  Julien
  Clamouits
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Isabelle Piron
  
  )Isabelle
  Piron
   THE
ECA AGENT  EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Aurélie Gindrefor
  and on behalf of
  )
  Aurélie
  GindreCALYON
  )(acting
  through its Paris head office)
  )
  /s/
  Julien Clamouby
  Aurélie Gindre and Julien Clamou
  )
  Julien
  Clamouits
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Isabelle Piron
  
  )Isabelle
  Piron
   THE
NATIONAL AGENTS  EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Aurélie Gindrefor
  and on behalf of
  )
  Aurélie
  GindreCALYON
  )(acting
  through its London branch)
  )
  /s/
  Julien Clamouby
  Aurélie Gindre and Julien Clamou
  )
  Julien
  Clamouits
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Isabelle Piron
  
  )Isabelle
  Piron
   EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Aurélie Gindrefor
  and on behalf of
  )
  Aurélie
  GindreCALYON
  )(acting
  through its Paris head office)
  )
  /s/
  Julien Clamouby
  Aurélie Gindre and Julien Clamou
  )
  Julien
  Clamouits
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Isabelle Piron
  
  )Isabelle
  Piron
   EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Aurélie Gindrefor
  and on behalf of
  )
  Aurélie
  GindreCALYON
  )(acting
  through its Frankfurt branch)
  )
  /s/
  Julien Clamouby
  Aurélie Gindre and Julien Clamou
  )
  Julien
  Clamouits
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Isabelle Piron
  
  )Isabelle
  Piron
  145


THE FRENCH LENDERS  EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Angelika Beyerfor
  and on behalf of
  )
  Angelika
  BeyerDEKABANKDEUTSCHE GIROZENTRALE
  )by[Beyer and Thale]
  )
  /s/ Cornelia Thaleits
  duly authorised attorney-in-fact
  )
  Cornelia Thalein
  the presence of
  /s/
  Thomas Kramer
  
  )Thomas
  Kramer
   EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Aurélie Gindrefor
  and on behalf of
  )
  Aurélie
  GindreCALYON
  )(acting
  through its Paris head office)
  )
  /s/
  Julien Clamouby
  Aurélie Gindre and Julien Clamou
  )
  Julien
  Clamouits
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Isabelle Piron
  
  )Isabelle
  Piron
   THE
BRITISH LENDERS  EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Angelika Beyerfor
  and on behalf of
  )
  Angelika
  BeyerDEKABANKDEUTSCHE GIROZENTRALE
  )by[Beyer and Thale]
  )
  /s/ Cornelia Thaleits
  duly authorised attorney-in-fact
  )
  Cornelia Thalein
  the presence of
  /s/
  Thomas Kramer
  
  )Thomas
  Kramer
   EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Aurélie Gindrefor
  and on behalf of
  )
  Aurélie
  GindreCALYON
  )(acting
  through its London branch)
  )
  /s/
  Julien ClamoubyAurélie Gindre and Julien Clamou
  )
  Julien
  Clamouits
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Isabelle Piron
  
  )Isabelle
  Piron
  THE
GERMAN LENDERS  EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Angelika Beyerfor
  and on behalf of
  )
  Angelika
  BeyerDEKABANKDEUTSCHE GIROZENTRALE
  )by[Beyer and Thale]
  )
  /s/ Cornelia Thaleits
  duly authorised attorney-in-fact
  )
  Cornelia Thalein
  the presence of
  /s/
  Thomas Kramer
  
  )Thomas
  Kramer
   146


EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Aurélie Gindrefor
  and on behalf of
  )
  Aurélie
  GindreCALYON
  )(acting
  through its Frankfurt Office)
  )
  /s/
  Julien ClamoubyAurélie Gindre and Julien Clamou
  )
  Julien
  Clamouits
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Isabelle Piron
  
  )Isabelle
  Piron
   AERCAP N.V. EXECUTEDas a DEED and DELIVERED
  )
  /s/
  Klaus Heinemannfor
  and on behalf of
  )
  Klaus
  HeinemannAERCAP HOLDINGS N.V.
  )
  Chief
  Executive Officerby
  Klaus Heinemann
  )its
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Marijke van der Linden
  
  )Marije
  van der LindenSr.
  Manager CorporateSecretary
   THE
PRINCIPAL AERCAP OBLIGORS  AERCAP IRELAND LIMITEDSIGNED SEALEDand DELIVERED
  )
  /s/
  Gordon Chasefor
  and on behalf of
  )
  Gordon
  ChaseAERCAP IRELAND LIMITED
  )by
  Gordon Chase
  )its
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Marijke van der Linden
  
  )Marije
  van der Linden
   SIGNED, SEALEDand DELIVERED
  )
  /s/
  Gordon Chasefor
  and on behalf of
  )
  Gordon
  ChaseAERCAP A330 HOLDINGS LIMITED
  )by
  Gordon Chase
  )its
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Marijke van der Linden
  
  )Marije
  van der Linden
   THE PRINCIPAL BORROWEREXECUTEDas a DEED and DELIVERED
  )
  /s/
  Richard Rufferfor
  and on behalf of
  )
  Richard
  RufferJETSTREAM AIRCRAFT LEASING LIMITED
  )
  Directorby
  Richard Ruffer
  )its
  duly authorised attorney-in-fact
  )in
  the presence of
  /s/
  Sheraim Mascal
  
  )Sheraim
  Mascal
  147