Exhibit
2.16  Dated
12th October 2006 As
amended and restated and acceded to on 20th December 2007  AERCAP DUTCH AIRCRAFT LEASING I B.V. as Borrower  AZZURRO
AIRCRAFT LEASING LIMITED as Additional
Borrower  CALYON as Senior
Arranger and Senior Agent  CALYON as Collateral
Trustee  CERTAIN
FINANCIAL INSTITUTIONS as Senior
Lenders  CERTAIN
FINANCIAL INSTITUTIONS as Additional
Senior Lenders  
  AMENDED
AND RESTATED SENIOR LOAN FACILITY
AGREEMENT  with
respect to aUS$245,845,676.60 senior
secured loan facility as increased by an additional amount of US$150,000,000  
  1


TABLE OF CONTENTS  Page1.
  Definitions and Interpretation; Additional Borrower
  12.
  The Senior Facility
  23.
  Purpose
  24.
  Conditions of Utilisation
  35.
  Utilisation
  46.
  Repayment
  97.
  Prepayment and Cancellation
  118.
  Interest
  169.
  Interest Periods
  1710.
  Fees
  1711.
  Determination of LIBOR, Changes to the Calculation
  of Interest, Break Costs and Break Gains
  1912.
  Tax Gross Up and Indemnities
  2013.
  Increased Costs
  2414.
  Other Indemnities
  2515.
  Mitigation By The Relevant Senior Lenders
  2816.
  Costs and Expenses
  2917.
  Representations and Warranties
  2918.
  Borrower Undertakings
  3019.
  Senior Events of Default
  3320.
  Changes to the Relevant Senior Lenders
  3821.
  Role of the Senior Arranger and the Senior Agent
  4122.
  Conduct of Business by the Senior Finance Parties
  4623.
  Sharing Among the Senior Finance Parties
  4724.
  Payment Mechanics
  48  2


25.
  Set-off
  5026.
  Partial Invalidity
  5027.
  Remedies and Waivers
  5028.
  Counterparts
  5029.
  Third Party Rights
  5030.
  Governing Law
  5131.
  Enforcement
  5132.
  Limited Recourse
  52  3


THIS
AGREEMENT
is dated 12 October 2006 (as amended and restated and acceded to on 20th December 2007)
and made between:  (1)AERCAP DUTCH
AIRCRAFT LEASING I B.V.a company incorporated under the laws of The Netherlands and having its
registered office at Evert van de Beekstraat 312, 1118 CX Schiphol, The
Netherlands (Borrower);  (2)AZZURRO AIRCRAFT
LEASING LIMITEDa private limited company incorporated and existing
under the laws of Ireland and having its registered office at Aercap House,
Shannon, County Clare, Ireland (Additional
Borrower);  (3)CALYON, a
societe anonyme organised under the laws of France through its offices at 9,
quai de Président Paul Doumer 92920 Paris La Défense, France (Senior Arranger) and in its
capacity as senior agent (Senior
Agent);  (4)CALYON, in its
capacity as collateral trustee 9, quai de Président Paul Doumer 92920 Paris La
Défense, France (Collateral
Trustee);  (5)THE FINANCIAL
INSTITUTIONS listed in Schedule 1 as lenders (Senior Lenders); and  (6)THE FINANCIAL
INSTITUTIONS listed in Schedule 1A as lenders (Original Additional Senior Lenders).  IT IS
AGREED as
follows:  1.DEFINITIONS
AND INTERPRETATION; ADDITIONAL BORROWER  Definitions and
Interpretation  1.1Unless otherwise defined in this Agreement or the context otherwise
requires, words and expressions used in this Agreement have the meanings and
constructions ascribed to them in the Master Definitions Schedule set out in
Appendix A of the deed of proceeds and priorities which is dated the Signing
Date and made between, inter alios,
the parties hereto (as amended, varied and supplemented from time to time in
accordance with its terms, the DPP).  Additional Borrower  1.2The Additional Borrower hereby accedes to this Agreement and
undertakes to the Borrower, the Senior Agent, the Collateral Trustee and the
Relevant Senior Lenders to be bound by, and perform, all the rights and
obligations which have been assumed by it on the Amendment and Restatement
Effective Date, pursuant to this Agreement, the GARA and the other Operative
Documents.  1.3Each of the Borrower and the Additional Borrower agrees that any and
all of their respective obligations and liabilities under this Agreement and
the other Operative Documents, whether arising on or before the Amendment and
Restatement Effective Date or arising at any time thereafter shall be joint and
several obligations and liabilities of each and both of them, it being
acknowledged by the parties hereto that satisfaction of any such obligations or
liabilities by one Relevant Borrower shall pro tanto and to the  1


same extent constitute satisfaction by the
other Relevant Borrower of those same obligations or liabilities.  2.THE SENIOR FACILITY  The Senior Facility  2.1(a)Subject
to the terms of this Agreement, the Senior Lenders make available to the
Borrower a Dollar loan facility in an aggregate amount equal to the Total
Commitments during the Availability Period.  (b)The Senior Facility shall be utilised by way of up to 25 Senior
Allocated Loans, one in respect of each Eligible Aircraft, as set out in
Schedule 8;  The Availability Period  2.2If, on 30 December 2006, one or more Eligible Aircraft remain
to be financed hereunder, the Availability Period shall be extended to 31 March 2007
(the Extension)
provided that the Extension shall apply to a maximum of seven Eligible Aircraft
only.  The Additional Senior
Facility  2.3(a)Subject
to the terms of this Agreement, the Additional Senior Lenders make available to
the Relevant Borrowers an additional Dollar loan facility in an aggregate
amount equal to the Additional Total Commitments during the Additional
Availability Period.  (b)The Additional Senior Facility shall be utilised by way of separate
Additional Senior Allocated Loans, one in respect of each Additional Eligible
Aircraft.  (c)The Additional Senior Facility may
only be used by the Relevant Borrower for the financing or re-financing of the
acquisition of aircraft which satisfy the requirements set out in Schedule 7A
for Additional Eligible Aircraft.  3.PURPOSE  3.1(a)The
Borrower shall apply the full amount of each Senior Allocated Loan solely
towards the financing of the Purchase Price or the refinancing of the Purchase
Price in respect of the Eligible Aircraft to which the Senior Allocated Loan
relates.  (b)The Borrower shall not apply any amount borrowed of any Senior
Allocated Loan towards the financing or re-financing of the Purchase Price in
respect of any Eligible Aircraft other than the Eligible Aircraft to which that
Senior Allocated Loan relates or for any other purpose except the purpose
referred to in clause 3.1(a).  Monitoring  3.2No Senior Finance Party is bound to monitor or verify the
application of any amount borrowed pursuant to this Agreement.  Purpose of Additional
Senior Facility  3.3(a)The
Relevant Borrower shall apply the full amount of each Additional Senior Allocated
Loan solely towards the financing of the Purchase Price or the refinancing of
the  2


Purchase Price in respect of the Additional
Eligible Aircraft to which the Additional Senior Allocated Loan relates.  (b)The Relevant Borrower shall not apply any amount borrowed of any
Additional Senior Allocated Loan towards the financing or re-financing of the
Purchase Price in respect of any Additional Eligible Aircraft other than the
Additional Eligible Aircraft to which the Additional Senior Allocated Loan
relates or for any other purpose except the purpose referred to in clause
3.3(a).  4.CONDITIONS OF UTILISATION  Conditions Precedent to
Signing  4.1The obligations of the Senior Lenders under the Operative Documents
are subject to the Senior Agent having received all of the documents and other
evidence listed in Part A of Schedule 2 in form and substance satisfactory
to the Senior Agent (or to the extent not satisfied, waived in writing by the
Senior Agent) on or prior to the Signing Date.The Senior Agent shall notify the Borrower and the Senior Lenders
promptly on being so satisfied or if any such Conditions Precedent to Signing
are waived by the Senior Agent.  Conditions Precedent to
Utilisation  4.2(a)Further
to the satisfaction of the Conditions Precedent to Signing on the terms and
subject to the conditions set out in Clause 4.1, the Senior Lenders will only
be obliged to comply with Clause 5.6 if on the relevant Utilisation Date the
Senior Agent has received all of the Conditions Precedent to Utilisation listed
in Part B of Schedule 2 in respect of each Eligible Aircraft which is the
subject of the relevant Utilisation Request (or to the extent not so satisfied,
waived in writing by the Senior Agent). The Senior Agent shall notify the
Borrower and the Senior Lenders promptly upon such conditions precedent being
satisfied or if any such Conditions Precedent to Utilisation are waived by the
Senior Agent.  (b)Further to the satisfaction of the Conditions Precedent to Amendment
and Restatement on the terms and subject to the conditions set out in clause 5
of the GARA, the Additional Senior Lenders will only be obliged to comply with
Clause 5.6 if on the relevant Utilisation Date the Senior Agent has received all
of the Conditions Precedent to Utilisation referred to in Part C of
Schedule 2 in respect of each Additional Eligible Aircraft which is the subject
of the relevant Utilisation Request (or to the extent not so satisfied, waived
in writing by the Senior Agent). The Senior Agent shall notify the Relevant
Borrower and the Additional Senior Lenders promptly upon such conditions
precedent being satisfied or if any such Conditions Precedent to Utilisation
are waived by the Senior Agent.  Further Conditions Precedent  4.3Subject to clauses 4.1 and 4.2, the Relevant Senior Lenders will
only be obliged to comply with clause 5.6 if:  (a)on the date of the relevant Utilisation Request and on the proposed
Utilisation Date:  3


(i)
  
  no Relevant Event or Termination Event has
  occurred or is continuing or would result from the proposed Senior Allocated
  Loan or, as the case maybe, the proposed Additional Senior Allocated Loan;
  and(ii)
  
  all representations made by each Relevant
  Borrower pursuant to the terms of this Agreement are true in all material
  respects on the date (or dates, where such representations are required to be
  repeated) such representations are given; and  (b)on the proposed
Utilisation Date, in relation to any Utilisation under the Additional Senior
Facility:  (i)
  
  there is no more than one
  (1) Off-Lease Aircraft at such time and, immediately following the
  disbursement of the Utilisation, there would be no more than one
  (1) Off-Lease Aircraft; and(ii)
  
  each element of the Concentration Criteria
  is satisfied and the disbursement of the Utilisation would not result in any
  element of the Concentration Criteria being breached.  5.UTILISATION  Delivery of a Utilisation
Request  5.1A Relevant Borrower may utilise a Senior Allocated Loan or an
Additional Senior Allocated Loan by delivering to the Senior Agent a duly
completed Utilisation Request for such Senior Allocated Loan or, as the case
may be, Additional Senior Allocated Loan not later than three (3) Business
Days prior to the proposed Utilisation Date.  Completion of a
Utilisation Request  5.2(a)Subject
to clauses 5.9 and 5.10, each Utilisation Request is irrevocable and will not
be regarded as having been duly completed unless:  (i)
  
  if it is the first Utilisation Request, the
  proposed Utilisation Date falls prior to 20 October 2006;(ii)
  
  it identifies the Eligible Aircraft or, as
  the case maybe, Additional Eligible Aircraft to which that Senior Allocated
  Loan or, as the case may be, Additional Senior Allocated Loan relates;(iii)
  
  the proposed Utilisation Date is a Business
  Day within the Availability Period or, as the case may be, Additional
  Availability Period that is no earlier than the Delivery Date of the Relevant
  Eligible Aircraft; and(iv)
  
  the currency and amount of the Relevant
  Senior Allocated Loan shall comply with clauses 5.3, 5.4 and 5.5.  (b)Only one Senior Allocated Loan or, as the case maybe, one Additional
Senior Allocated Loan may be requested in each Utilisation Request.  Currency and amount  5.3The currency of each Relevant Senior Allocated Loan is Dollars.  5.4(a)The
amount of any proposed Senior Allocated Loan must not be more than the lesser
of:  4


(i)
  
  the Available Senior Facility Commitment;
  and(ii)
  
  the Notional Senior Allocated Loan Amount
  for the related Eligible Aircraft, as adjusted pursuant to the provisions of
  clause 5.5..  (b)The amount of any proposed Additional Senior Allocated Loan must not
be more than the lesser of:  (i)
  
  the Available Additional Senior Facility
  Commitment;(ii)
  
  eighty-five per cent. (85%) of the Purchase
  Price of such Additional Eligible Aircraft; and(iii)
  
  the Initial Appraised Value of such
  Additional Eligible Aircraft multiplied by the percentage appearing in:  (A)column 2 of the table set out in Schedule 9A, opposite the Aircraft
Type which corresponds to such Additional Eligible Aircraft; or  (B)if such Additional Eligible Aircraft is an Off-lease Aircraft,
column 3 of such table, opposite the Aircraft Type which corresponds to such
Additional Eligible Aircraft.  5.5(a)Upon receipt of a
Utilisation Request, the Senior Agent shall adjust the Notional Senior
Allocated Loan Amount for the related Eligible Aircraft so as to ensure that
such Notional Senior Allocated Loan Amount is equal to the Notional Senior
Allocated Loan Amount for such Eligible Aircraft multiplied by the percentage
appearing in the column in the table set out in Schedule 9 for the month during
which the Utilisation Date is to occur and which is opposite the Repayment Date
in column 1 of such table upon which the Utilisation Date is to occur, provided
that if such Utilisation Date is not a Repayment Date, reference shall be made to
the next immediately following Repayment Date.  (b)If the ratio (the Applicable Ratio) between:  (i)
  
  the aggregate of: (i) the Notional
  Senior Allocated Loan Amount as adjusted pursuant to paragraph
  (a) above; and (ii) the Notional Junior Allocated Loan Amount as
  adjusted pursuant to clause 5.5(a) of the Junior Loan Agreement; and(ii)
  
  the Purchase Price of such Eligible
  Aircraft;is greater than ninety percent (90%), then the Senior Agent shall
  further adjust the Notional Senior Allocated Loan Amount for such Eligible
  Aircraft so as to ensure that such Notional Senior Allocated Loan Amount is
  equal to the product of:  (A)the Notional Senior Allocated Loan Amount as calculated pursuant to
paragraph (a) above; and  (B)the ratio between 90% and the Applicable Ratio related to such
Eligible Aircraft.  (c)For the avoidance of doubt, this Clause 5.5 shall not apply to
Utilisations under the Additional Senior Facility.  The Additional Senior
Lenders participation  5.6If the conditions set out in this Agreement have been met, each
Relevant Senior Lender shall make its participation in each Senior Allocated
Loan or, as the case may be, each  5


Additional Senior Allocated Loan available by
the Utilisation Date through its Facility Office.  5.7(a)The
amount of each Senior Lenders participation in each Senior Allocated Loan will
be equal to the proportion borne by its Available Senior Commitment to the
Available Senior Facility Commitment immediately prior to making that Senior
Allocated Loan.  (b)The amount of each Additional Senior Lenders participation in each
Additional Senior Allocated Loan will be equal to the proportion borne by its
Available Additional Senior Commitment to the Available Additional Senior
Facility Commitment immediately prior to making that Additional Senior
Allocated Loan.  5.8The Senior Agent shall notify each Relevant Senior Lender of the
amount of each Senior Allocated Loan or, as the case may be, each Additional
Senior Allocated Loan and the amount of its participation in that Senior
Allocated Loan or, as the case may be, that Additional Senior Allocated Loan,
in each case by the Specified Time.  Delay in drawdown  5.9(a)If,
after delivery to the Senior Agent of a duly completed Utilisation Request in
respect of a Senior Allocated Loan or, as the case may be, an Additional Senior
Allocated Loan, the Relevant Borrower notifies the Senior Agent in writing that
such Senior Allocated Loan or, as the case may be, such Additional Senior
Allocated Loan will not be drawndown on the proposed Utilisation Date (a Delay in Drawdown) then the Relevant
Borrower shall as soon as reasonably practicable, but in any event no later
than the originally proposed Utilisation Date, notify the Senior Agent of the
date when the Senior Allocated Loan or, as the case may be, the Additional
Senior Allocated Loan is intended to be drawndown.  (b)The Senior Agent shall, subject to receiving the notice of Delay in
Drawdown as provided in paragraph (a) above, maintain the funding as drawn
and invest the amount of such Senior Allocated Loan or, as the case may be,
such Additional Senior Allocated Loan in an interest bearing account for the
period of the Delay in Drawdown and any interest on such funds received shall
be paid (less any Break Costs and other expenses payable pursuant to paragraph (e) below)
by the Senior Agent to the Collections Account.  (c)The Senior Agent shall maintain the funding as drawn during the
period of the Delay in Drawdown until the earlier of:  (i)
  
  the date specified in a request in writing
  from the Relevant Borrower to the Senior Agent to break the funding; and(ii)
  
  the day which immediately succeeds the day
  which falls fifteen (15) Business Days after the originally proposed
  Utilisation Date, provided that the Senior Agent agrees to consult with the
  Relevant Borrower regarding the Delay in Drawdown prior to breaking the
  funding pursuant to this paragraph (c)(ii).  (d)The Senior Agent shall by written notice as soon as reasonably
practicable after the breaking of funding pursuant to this clause 5.9, advise
the Relevant Borrower it has broken the funding and notify the Relevant
Borrower whether a further Utilisation Request will be required in relation to
the subsequent drawdown of the relevant Senior Allocated Loan or, as the case
may be, the relevant Additional Senior Allocated Loan.  6


(e)The Relevant Borrower shall pay all funding costs and Break Costs (less
Break Gains) in relation to the Delay in Drawdown including without limitation
interest and other expenses in respect of such delay. The difference between
Break Gains and Break Costs incurred as a result in the Delay in Drawdown (if
positive) shall be paid by the Senior Agent to the Collections Account.  (f)Only one Delay in Drawdown shall be permitted in respect of each Senior
Allocated Loan or Additional Senior Allocated Loan.  Utilisation requests if
Delay in Drawdown  5.10(a)If a Delay in Drawdown exists for a period
which is no longer than fifteen (15) Business Days, then no further Utilisation
Request shall be required in respect of the drawing down of the relevant Senior
Allocated Loan or, as the case may be, the relevant Additional Senior Allocated
Loan.  (b)If the Delay in Drawdown is for a
period which is longer than fifteen (15) Business Days, then the Senior Agent
may, subject to the proviso in Clause 5.9(c)(ii), break the funding and require
the Relevant Borrower to issue a further Utilisation Request in respect of the
relevant Senior Allocated Loan or, as the case may be, the relevant Additional
Senior Allocated Loan.  Funding Indemnity  5.11The Relevant Borrower agrees to
direct the Put Counterparty to provide the Relevant Senior Lenders and the
Senior Agent with a full funding indemnity in form and substance satisfactory
to the Senior Agent (acting reasonably) and the Relevant Senior Lenders in
respect of any Delay in Drawdown which may occur in respect of the first
Utilisation Date or, as the case may be, the first Utilisation under the
Additional Senior Facility.  Bridging Finance  5.12The Senior Finance Parties and the
Borrower each agree and acknowledge that the Borrower may enter into Bridging
Finance in respect of any Eligible Aircraft which are purchased by the Borrower
prior to the first Utilisation Date provided that:  (a)All Bridging Finance is repaid in full on or before the first
Utilisation Date;  (b)no Security Interests are created
by or in relation to such Bridging Finance that could affect the Security
Interests taken by the Secured Parties pursuant to the Security Documents;  (c)no Available Collections,
Applicable Proceeds, Put Proceeds, Special Proceeds, Maintenance Reserves,
Security Deposits, Total Loss Proceeds, Requisition Proceeds or any other
proceeds in respect of the Lease Agreements or the Eligible Aircraft shall be
applied by the Borrower towards any repayment of or other payment required
pursuant to any Bridging Finance;  (d)all interest, costs and other
expenses of any kind incurred in relation to the Bridge Financing shall be
financed by the purchase by the Subordinated Note  7


Holder of Additional
Subordinated Loan Notes issued by the Borrower pursuant to the Subordinated
Note Purchase Agreement; and  (e)the Borrower shall within ten (10) Business
Days of written request by the Senior Agent, provide to the Senior Agent all
documentation relating to any Bridging Finance entered into by the Borrower.  Bridging Finance for
Additional Eligible Aircraft  5.13The Senior Finance Parties and
each Relevant Borrower each agree and acknowledge that a Relevant Borrower may
enter into Bridging Finance in respect of any Additional Eligible Aircraft
which are purchased by such Relevant Borrower prior to the Utilisation in
respect thereof under the Additional Senior Facility provided that:  (a)all Bridging Finance is repaid in full on or before the relevant
Utilisation Date under the Additional Senior Facility;  (b)no Security Interests are created
by or in relation to such Bridging Finance that could affect the Security
Interests taken by the Secured Parties pursuant to the Security Documents;  (c)no Available Collections,
Applicable Proceeds, Put Proceeds, Special Proceeds, Maintenance Reserves,
Security Deposits, Total Loss Proceeds, Requisition Proceeds or any other
proceeds in respect of the Lease Agreements, the Financed Aircraft, or the Additional
Eligible Aircraft shall be applied by the Relevant Borrower towards any
repayment of or any other payment required pursuant to any Bridging Finance;  (d)all interest, costs, and other
expenses of any kind incurred in relation to the Bridge Financing shall be
financed by the purchase by the Original Subordinated Note Holder of Additional
Subordinated Loan Notes issued by the Relevant Borrower pursuant to the
Subordinated Note Purchase Agreement; and  (e)the Relevant Borrower shall within
ten (10) Business Days of written request by the Senior Agent, provide to
the Senior Agent all documentation relating to any Bridging Finance entered
into by such Relevant Borrower.  6.REPAYMENT  Minimum Senior Principal
Amount  6.1The Relevant Borrower shall repay
the Senior Loan by instalments payable on each Repayment Date. The amount of
each instalment shall be equal to the Minimum Senior Principal Amount
calculated as follows for each Repayment Date:  X
  
  =
  
  The amount by which SL exceeds FMSPT.WhereX
  
  =
  
  Minimum Senior Principal Amount for the relevant Repayment Date;SL
  
  =
  
  The outstanding principal amount of the Senior Loan immediately  8


prior to the payment to be made on the relevant Repayment Date;FMSPT
  
  =
  
  The aggregate of the Final Minimum Senior Principal Targets for all
  Financed Aircraft for the relevant Repayment Date.  6.2To the extent that at any time
prior to the Maturity Date after application of the Net Available Collections
in accordance with clauses 6.1(a)-(k), 6.2 (a)-(g) (inclusive) of the DPP
or the application of Applicable Proceeds in accordance with clauses 9.1(a)-(d) or
9.2 (a)-(d), (inclusive) of the DPP, a surplus amount of Net Available Collections
or Applicable Proceeds (as applicable) is available (a Surplus Senior Loan Amount)
an amount of the Senior Loan equal to the Surplus Senior Loan Amount shall
become immediately due and payable, whereupon the Senior Agent shall apply the
Surplus Senior Loan Amount to repay the amount of the Senior Loan which has
become so due and payable.  Balloon Repayment  6.3On the Maturity Date, the Relevant
Borrower shall be obliged to repay in full the principal amount outstanding
under the Senior Loan.  Calculation of Final
Minimum Senior Principal Amounts  6.4(a)On
each Utilisation Date the Senior Agent shall prepare a schedule comprising the
Repayment Dates and the Final Minimum Senior Principal Targets for each
Financed Aircraft and for each Repayment Date. Such schedule (a Final Minimum SeniorPrincipal Schedule) shall be prepared by calculating
the product, as of each Repayment Date, of:  (i)
  
  the amount
  related to such Repayment Date appearing in the column relating to such
  Financed Aircraft to be financed on such Utilisation Date in the table set
  out in Schedule 8;(ii)
  
  the percentages
  related to such Repayment Date appearing in the column corresponding to the
  month during which such Utilisation Date occurs in the table set out in
  Schedule 9; and(iii)
  
  in the case of
  a Financed Aircraft funded by Senior Allocated Loan, one hundred per cent
  (100%), or if the Applicable Ratio related to such Financed Aircraft is
  greater than ninety percent (90%), the ratio between ninety per cent (90%)
  and the Applicable Ratio related to such Financed Aircraft.  The parties
hereby agree that this clause 6.4(a) shall cease to apply from and after
the Amendment and Restatement Effective Date.  (b)For the avoidance of doubt, once
the Final Minimum Senior Principal Amounts have been calculated for a Financed
Aircraft, such amounts shall not be recalculated when the Senior Agent prepares
a new Final Minimum Senior Principal Schedule to take account of any Financed
Aircraft in respect of which the Final Minimum Senior Principal Target is
subsequently calculated.  (c)Upon preparation of a Final
Minimum Senior Principal Schedule, the Senior Agent and the Borrower shall sign
a Senior Loan Supplement (to which such Final Minimum Senior Principal Schedule
shall be appended) and any previous Final Minimum Senior  9


Principal Schedule shall be
superseded by the Final Minimum Senior Principal Schedule appended to such
Senior Loan Supplement.  (d)On each Utilisation Date in
respect of an Additional Eligible Aircraft, the Senior Agent shall prepare a
schedule comprising the Repayment Dates and the Final Minimum Senior Principal
Targets for that Additional Eligible Aircraft. Such schedule (a Final Minimum Senior Principal Schedule)
shall be prepared by calculating the product, as of each Repayment Date, of:  (i)
  
  the
  percentage applicable to each Repayment Date falling after the Utilisation
  Date, as set out in the table in Schedule 8A; and(ii)
  
  the Future
  Market Value for such Additional Eligible Aircraft on each Repayment Date
  falling after such Utilisation Date as at such related Utilisation Date
  (which value may be obtained by the Senior Agent by interpolation, if
  required).  (e)The Senior Allocated Loans Table,
as at the Amendment and Restatement Effective Date is attached hereto at
Schedule 8. On each Utilisation Date under the Additional Senior Facility, the
Senior Agent shall prepare and issue to the Relevant Borrower and the Relevant
Senior Lenders a revised Senior Allocated Loans Table to take account of:  (i) principal repayments made up to and
including such Utilisation Date and (ii) the Additional Senior Allocated
Loan drawn on such Utilisation Date. Upon issue of such revised Senior
Allocated Loans Table, any previous Senior Allocated Loans Table shall be
superseded by the revised Senior Allocated Loans Table.  (f)On each of (i) the date which
falls one (1) year after the Amendment and Restatement Effective Date and (ii) the
date which falls on the last day of the Additional Availability Period, the
Senior Agent shall prepare and issue to the Relevant Borrower and Relevant
Senior Lenders a new Senior Allocated Loans Table, so as to harmonise the
exposure of the Relevant Senior Lenders to each Financed Aircraft and to take
account of those Additional Eligible Aircraft that have become Financed
Aircraft during the Additional Availability Period.  (g)Each Senior Allocated Loan Table
prepared pursuant to sub-clauses 6.4(e) and 6.4(f) shall be prepared
to provide that, for each Senior Allocated Loan in respect of a Financed
Aircraft, the ratio of A:B is
equivalent to the ratio of C:D where at
any date:  A is the principal amount then outstanding under such
Senior Allocated Loan in respect of such Financed Aircraft;  B is the aggregate principal amount then outstanding under
the Senior Loan;  C is the most recent Subsequent Half-Life Appraised Value
of such Financed Aircraft; and  D is the aggregate of the most recent Subsequent Half-Life
Appraised Values for all Financed Aircraft.  Upon issue of
such new Senior Allocated Loans Table, any previous Senior Allocated Loans
Table shall be superseded by the new Senior Allocated Loans Table. For the
avoidance of doubt, the aggregate amount of all Relevant Senior Allocated Loans
after any adjustment shall remain identical to the aggregate amount of all
Relevant Senior Allocated Loans prior to such adjustment.  10


No Re-borrowing  6.5The Relevant Borrower may not
re-borrow any part of the Senior Loan which is repaid or prepaid.  Allocation of payments  6.6Any payment of principal made by
the Relevant Borrower pursuant to clauses 6.1, 6.2 or 6.3 shall be applied pro
rata against the principal amount outstanding under each Relevant Senior
Allocated Loan.  7.PREPAYMENT AND CANCELLATION  Illegality affecting
Senior Lender  7.1If it becomes unlawful or contrary
to any applicable law in any jurisdiction for a Relevant Senior Lender to
perform any of its obligations as contemplated by this Agreement or to fund or
maintain its participation in the Senior Loan or any Relevant Senior Allocated
Loan:  (a)that Relevant Senior Lender shall promptly notify the Senior Agent
and the Relevant Borrower upon becoming aware of that event;  (b)if, at that time, the affected
Relevant Senior Allocated Loan has not been made, the Commitment or, as the
case may be, the Additional Commitment of that Relevant Senior Lender will be
immediately cancelled; and  (c)the Relevant Borrower shall repay
that Relevant Senior Lenders participation in the Senior Loan on the last day
of the Interest Period occurring after the Senior Agent gives notice to the
Relevant Borrower pursuant to paragraph (a) above.  Illegality affecting
Relevant Borrower  7.2If it becomes unlawful or contrary
to any applicable law in any jurisdiction for the Relevant Borrower to perform
any of its obligations under this Agreement or any Operative Document, or this
Agreement or any Operative Document becomes wholly or partially invalid or unenforceable:  (a)the Relevant Borrower shall notify the Senior Agent as soon as
reasonably practicable upon becoming aware of that event or the Senior Agent
shall as soon as reasonably practicable notify the Relevant Borrower and the
Relevant Senior Lenders upon becoming aware of that event; and  (b)the Relevant Borrower shall repay
the Senior Loan in full on the earlier of:  (i)
  
  the date on
  which it becomes unlawful or contrary to applicable law in any jurisdiction
  for the Relevant Borrower to perform its obligations under this Agreement or
  any of the Operative Documents, or this Agreement or any Operative Document
  becomes wholly or partially invalid or unenforceable; and(ii)
  
  the date
  falling five (5) Business Days after the expiry of any mitigation period
  entered into pursuant to clause 15.1.  11


Mandatory Prepayment  7.3If a Mandatory Prepayment Event
occurs, then on the Repayment Date immediately following the date on which the
Relevant Borrower receives any Applicable Proceeds relating to such Mandatory
Prepayment Event, the Borrower shall prepay the full outstanding principal
amount of the Relevant Senior Allocated Loan related to the Financed Aircraft
in respect of which the Mandatory Prepayment Event has occurred. All such
Applicable Proceeds shall be applied by the Collateral Trustee in accordance
with clause 9.1 of the DPP.  Sale of Aircraft Pursuant
to a Put Agreement  7.4If the Relevant Borrower sells a
Financed Aircraft in accordance with the provisions of a Put Agreement, then on
the Repayment Date which is the relevant Put Option Date, the Relevant Borrower
shall repay the full outstanding principal amount of the Relevant Senior
Allocated Loan related to the Financed Aircraft in respect of which the
provisions of the relevant Put Agreement have been exercised. All such Put
Proceeds shall be applied by the Collateral Trustee in accordance with clause
10 of the DPP.  Voluntary prepayment of
Senior Loan  7.5(a)Subject to Clause 7.5(b), the Relevant
Borrower may, if it gives the Senior Agent not less than five (5) Business
Days prior notice (or such shorter period as the Senior Agent acting
reasonably may agree), prepay on any Repayment Date the whole or any part of
the Senior Loan (but, if in part, being an amount that reduces the Senior Loan
by an integral multiple of United States Dollars two million (US$2,000,000)
without penalty, feeorpremium saveasstatedinclauses10.2and7.5(d).  (b)The Relevant Borrower shall repay
in full the amount outstanding under the Liquidity Facility prior to the
prepayment of any part of the Senior Loan pursuant to clause 7.5(a).  (c)Any prepayment under
clause 7.5(a) shall be applied pro rata against the principal amount
outstanding under each Relevant Senior Allocated Loan.  (d)The Relevant Borrower shall pay
all Break Costs (less Break Gains) in respect of any prepayment of any part of
the Senior Loan pursuant to clause 7.5(a).  (e)The difference between Break Gains
less Break Costs (if positive) in respect of a prepayment of any part of the
Senior Loan pursuant to clause 7.5(a) shall be paid to the Collections
Account for application in accordance with the DPP.  Right of repayment and
cancellation in relation to a single Senior Lender  7.6(a)If:  (i)
  
  any
  sum payable to a Relevant Senior Lender by the Relevant Borrower is required
  to be increased under paragraph (c) of clause 12.1 (Tax gross-up);
  or(ii)
  
  a Relevant
  Senior Lender claims indemnification from the Relevant Borrower under clause 
  12.2 (Tax  indemnity)or
  clause 13 (Increased costs);  the Relevant Borrower may,
whilst (in the case of paragraphs (i) and (ii) above) the
circumstance giving rise to the requirement or indemnification continues, give
the Senior Agent notice of cancellation of the Commitment or, as the case may
be,  12


Additional Commitment of the
Relevant Senior Lender and its intention to procure the prepayment of that
Relevant Senior Lenders participation in the Senior Loan.  (b)On receipt of a notice referred to
in paragraph (a), the Commitment or, as the case may be, Additional
Commitment of the Relevant Senior Lender shall immediately be reduced to zero.  (c)On the last day of each Interest
Period which ends after the Relevant Borrower has given notice under
paragraph (a) (or, if earlier, the date specified by the Borrower in
that notice), the Relevant Borrower shall prepay the Relevant Senior Lenders
participation in the Senior Loan.  Restrictions  7.7(a)Any notice of cancellation or prepayment
given by the Relevant Borrower under this clause 7 shall be irrevocable
and, unless a contrary indication appears in this Agreement, shall specify the
date or dates upon which the relevant cancellation or prepayment is to be made
and the amount of that cancellation or prepayment.  (b)Any prepayment under this
Agreement shall be made together with accrued interest on the amount prepaid,
any Break Costs (and/or less Break Gains, if any), and, if applicable, any
Prepayment Fee payable pursuant to clause 10.2.  (c)The Relevant Borrower may not
reborrow any part of the Senior Facility or Additional Senior Facility which is
prepaid.  (d)The Relevant Borrower shall not
repay or prepay all or any part of the Senior Loan or cancel all or any part of
the Commitments or, as the case may be, Additional Commitments, except at the
times and in the manner expressly provided for in this Agreement.  (e)No amount of the Total Commitments
or, as the case may be, Additional Total Commitments cancelled under this
Agreement may be subsequently reinstated.  (f)If the Senior Agent receives a
notice under this clause 7 it shall promptly forward a copy of that notice to
either the Relevant Borrower or the affected Senior Lender, as appropriate.  Special Repayments and
Prepayments  7.8If after the Delivery Date in
respect of a Financed Aircraft, the Relevant Borrower receives any Special
Proceeds in respect of that Financed Aircraft, the Relevant Borrower shall on
the Repayment Date immediately following the date on which the Relevant
Borrower receives any Special Proceeds, pay to the Collections Account for
allocation by the Collateral Trustee pursuant to clause 9.2 (Application of Special Proceeds) of the
DPP a sum calculated as the product of:  (a)the ratio between the Relevant Senior Allocated Loan in respect of
the Financed Aircraft and the Purchase Price in respect of that Financed
Aircraft;  (b)multiplied by the amount of
Special Proceeds received.  7.9If the Borrower has not purchased
all of the Eligible Aircraft by the end of the Availability Period, the
Borrower shall on the expiry of the Availability Period pay to the Collections
Account for allocation by the Collateral Trustee pursuant to clause 9.2 (Application of Special Proceeds) of the
DPP a sum calculated as follows:  13


(a)ten per cent (10%), if the weighted average age of the Financed
Aircraft acquired by the Borrower as at the expiry of the Availability Period
is less than or equal to thirteen (13) years; or  (b)if the weighted average age of the
Financed Aircraft acquired by the Borrower as at the expiry of the Availability
Period exceeds thirteen (13) years, the lower of:  (i)
  
  ten percent
  (10%), plus one percent (1%) for each incremental month of age over thirteen
  (13) years of the weighted average age of the Financed Aircraft acquired by
  the Borrower as at the expiry of the Availability Period;  and(ii)
  
  twenty-five
  percent (25%)  in each case, of the
aggregate Notional Senior Allocated Loan Amount (calculated as if the
Utilisation Date in respect of the relevant Notional Senior Allocated Loan
Amount was the last day of the Availability Period) in respect of each Eligible
Aircraft which has not been purchased by the Borrower during the Availability
Period.  7.10(a)If, at any time, the aggregate amount
outstanding under the Senior Loan that relates to Financed Aircraft leased to a
single Lessee exceeds the Concentration Limit, (but excluding in circumstances
where such exceeding of the Concentration Limit has resulted from the exercise
of the put option in relation to a Financed Aircraft pursuant to the Put
Agreement) then upon notice given by the Senior Agent to the Relevant Borrower,
the Relevant Borrower shall on the Repayment Date immediately following such
notice, or where the next Repayment Date is within five (5) Business Days
of such notice being given, on the second Repayment Date immediately following
such notice, prepay such amount of the Senior Loan as shall be sufficient to
ensure that following such prepayment the aggregate amount outstanding under
the Senior Loan that relates to Financed Aircraft leased to a single Lessee
does not exceed the Concentration Limit.  (b)It is acknowledged by the Parties
that, as at the Amendment and Restatement Effective Date, the aggregate amount
outstanding under the Senior Loan that relates to Original Financed Aircraft:  (i)
  
  leased
  to TAM is in excess of the Concentration Limit; and(ii)
  
  leased to Air
  France is potentially in excess of the Concentration Limit and will be so if
  two (2) or more Financed Aircraft currently leased to TAM are sold and,
  at such time, no Additional Senior Allocated Loans have been made (the Relevant Scenario);  In
recognition of the above, the parties agree that, for the purposes of Clause
7.10(a), the Relevant Borrower shall not be deemed to have exceeded the
Concentration Limit:  (A)in the circumstances described in (i) above,
nor  (B)in relation to Financed Aircraft leased to
Air France, solely by reason of the occurrence of the Relevant Scenario,  such that, in each such case, Clause 7.10(a) shall
not apply (Clause 7.10(a) not applying in such circumstances, the Exception). However, following the
Amendment and Restatement Effective Date (in the case of Financed Aircraft
leased to TAM) and  14


following the occurrence of the Relevant Scenario (in
the case of Financed Aircraft leased to Air France), the Exception shall not
apply if, after such date, the Concentration Limit, having been satisfied, once
again ceases to be satisfied in relation to the Senior Loan outstanding to TAM
or, as the case may be, to Air France.  (c)At any time after the first
anniversary of the Amendment and Restatement Effective Date, the Relevant
Borrower shall be entitled to request a waiver from the Senior Agent (acting on
the instructions of the Majority Lenders) with respect to the satisfaction of
the Concentration Limit in relation to Financed Aircraft leased to either TAM
or to Air France. In considering whether or not to grant such waiver, the
Majority Lenders shall have regard to (i) the identity, jurisdiction and
financial condition of the relevant Lessee and (ii) the financial
performance and cash flows in respect of the portfolio of Financed Aircraft,
taken as a whole.  7.11If, prior to the purchase of an
Additional Eligible Aircraft there are any grounds for reasonably believing
that the Additional Seller may be subject to insolvency, receivership or
bankruptcy procedures or any similar legal action in the near future (a Relevant Additional Seller),
and in those circumstances a legal opinion is not provided by the Relevant
Borrower to the Senior Agent, then if, following the acquisition of such
Additional Eligible Aircraft from the Relevant Additional Seller, either such
acquisition is rescinded or the title acquired from the Relevant Additional
Seller is put in jeopardy or not recognised, then the Relevant Borrower shall
be obliged, at the time a court issues a final judgment or order which does not
recognise or rescinds the transfer of title to the Additional Eligible
Aircraft, to prepay the Senior Loan in an amount equal to the full amount of
the Additional Senior Allocated Loan in respect of that Additional Aircraft.  7.12If any Additional Financed
Aircraft which is an LOI Aircraft is not placed on lease to a Lessee pursuant
to a Lease Agreement within the 60-day period referred to in paragraph (b) of
the definition of Off-Lease Aircraft, then such LOI Aircraft shall immediately
be considered to be an Off-Lease Aircraft and the Relevant Borrower shall, on
the Repayment Date immediately following the last day of such 60-day period,
prepay the Senior Loan:  (a)if that LOI Aircraft is the only Off-Lease Aircraft at that time, in
an amount equal to the difference between (i) the amount resulting from
the multiplication of the Senior Allocated Loan related to that LOI Aircraft by
the percentage appearing in column 2 of the table set out in Schedule 9A
opposite the aircraft type which corresponds to that LOI Aircraft and (ii) the
amount resulting from the multiplication of the Senior Allocated Loan related
to that LOI Aircraft by the percentage appearing in column 3 of the table set
out in Schedule 9A opposite the aircraft type which corresponds to that LOI
Aircraft; or  (b)if there are more than one
Off-Lease Aircraft as at the Utilisation Date for that LOI Aircraft and which
remain Off-Lease Aircraft at that time, in an amount equal to the Additional
Senior Allocated Loan relating to such LOI Aircraft.  15


8.INTEREST  Calculation of Interest  8.1The rate of interest on the Senior Loan for each Interest Period is the
percentage rate per annum which is the aggregate of the applicable:  (a)Senior Margin; and  (b)LIBOR;  calculated on the basis of a
year of three hundred and sixty (360) days and the actual number of days
elapsed in each Interest Period.  Payment of interest  8.2The Relevant Borrower shall pay accrued interest on the Senior Loan on
each Repayment Date.  Default interest  8.3If the Relevant Borrower fails to pay any amount payable by it under an
Operative Document to the Senior Finance Parties on its due date interest at
the Senior Default Rate shall accrue on the overdue amount from the due date
until the date of actual payment (both before and after judgment).  8.4Default interest (if unpaid) arising on an overdue amount will be
compounded with the overdue amount at the end of each Interest Period applicable
to that overdue amount but will remain immediately due and payable.  Notification of rates of
interest  8.5The Senior Agent shall promptly notify the
Relevant Senior Lenders and the Relevant Borrower of the determination of a
rate of interest under this Agreement.  9.INTEREST PERIODS  9.1The first Interest Period for a Relevant Senior Allocated Loan shall
start on its Utilisation Date and end on the immediately succeeding Repayment
Date. Each subsequent Interest Period shall start on the last day of its
preceding Interest Period and end on the immediately succeeding Repayment Date.  9.2An Interest Period shall not extend beyond the Maturity Date.  10.FEES  Commitment Fee  10.1(a)The Borrower shall pay to the
Senior Agent (for the account of the Senior Lenders each in the proportion
which its unutilised Commitment bears to the unutilised Total Commitments) a
fee in Dollars computed based on the actual number of days elapsed at the rate
of zero point three seven five percent (0.375%) per annum and based on a year
of three hundred and sixty (360) days on an amount equal to the daily average
unutilised Total Commitments calculated with reference to the period from and
including the Closing Date to the Utilisation Date in respect of the last
Eligible Aircraft to be financed herewith.  (b)The accrued commitment fee is payable on each Repayment Date in the
Relevant Availability Period and, if the unutilised Senior Facility is
cancelled in full, on the date the cancellation is effective.  16


(c)The Relevant Borrower shall pay to the Senior Agent (for the account of
the Additional Senior Lenders each in the proportion which its utilised
Additional Commitment bears to the unutilised Additional Total Commitments) a
fee in Dollars computed based on the actual number of days elapsed at the rate
of zero point three five per cent (0.35%) per annum and based on a year of
three hundred and sixty (360) days on an amount equal to the daily average
unutilised Additional Total Commitments calculated with reference to the period
from and including the Amendment and Restatement Effective Date to the
Utilisation Date in respect of the last Additional Eligible Aircraft to be
financed herewith.  (d)The accrued commitment fee is payable on each Repayment Date in the
Additional Availability Period and, if the unutilised Additional Senior
Facility is cancelled in full, on the date the cancellation is effective.  Prepayment Fee  10.2If the Relevant Borrower prepays any amount
of the Senior Loan in accordance with clause 7.5 the Relevant Borrower shall
pay to the Senior Agent (for the account of the Relevant Senior Lenders each in
the proportion which its participation in the Senior Loan bears to the total
amount of the Senior Loan) a fee in Dollars computed at the rate of:  (a)a half a per cent (0.5%) (if the Prepayment
Date occurs prior to the first anniversary of the Closing Date); or  (b)a quarter per cent
(0.25%) (if the Prepayment Date occurs on or after the first anniversary of the
first Closing Date and prior to the second anniversary of the Closing Date),  in each case, of the amount
so prepaid.  10.3No prepayment fee shall be payable in respect
of:  (a)any amount prepaid in accordance with clause
7.5 after the second anniversary of the Closing Date;  (b)the application of any Applicable Proceeds, Special Proceeds or Put
Proceeds in accordance with the terms and conditions of the Operative
Documents; or  (c)any amount prepaid in accordance with clauses
7.10, 7.11 or 7.12.  Agency Fee  10.4The Relevant Borrower shall pay to the Senior
Agent (for its own account) certain fees calculated pursuant to the Agency and
Collateral Trustee Fee Letter at the times, in the amounts and in the manner
set out in the Agency and Collateral Trustee Fee Letter.  Arrangement Fee  10.5(a)The Relevant Borrower shall pay to the Senior
Arranger on the Closing Date an arrangement fee as calculated in accordance
with the Arrangement Fee Letter.  (b)The Relevant Borrower shall pay to the Senior Arranger on the Amendment
and Restatement and Effective Date, certain fees as calculated in accordance
with the Additional Arrangement Fee Letter.  17


11.DETERMINATION OF LIBOR, CHANGES TO THE CALCULATION OF
INTEREST, BREAK COSTS  AND BREAK GAINS  Absence of Quotations  11.1Subject to clause 11.2 (Market disruption), if LIBOR is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR
shall be determined on the basis of the quotations of the remaining Reference
Banks.  Market disruption  11.2(a)If a Market Disruption Event occurs in
relation to the Senior Loan for any Interest Period, then the rate of interest
on each Relevant Senior Lenders share of the Senior Loan for the Interest
Period shall be the rate per annum which is the sum of:  (i)
  
  the Senior
  Margin; and(ii)
  
  the rate
  notified to the Senior Agent by the Relevant Senior Lender as soon as
  practicable and in any event before interest is due to be paid in respect of
  that Interest Period, to be that which expresses as a percentage rate per
  annum the cost to that Relevant Senior Lender of funding its participation in
  the Senior Loan from whatever source it may reasonably select.  (b)In this Agreement Market Disruption Event means at or about noon on the
Quotation Day for the relevant Interest Period the Screen Rate is not available
and none or only one of the Reference Banks supplies a rate to the Senior Agent
to determine LIBOR for the relevant currency and Interest Period.  Alternative basis of
interest or funding  11.3(a)If a Market Disruption Event occurs and the
Senior Agent or the Relevant Borrower so requires, the Senior Agent and the
Relevant Borrower shall enter into negotiations (for a period of not more than
thirty (30) days) with a view to agreeing a substitute basis for determining
the rate of interest.  (b)Any alternative basis agreed pursuant to paragraph (a) shall,
with the prior consent of all the Relevant Senior Lenders, the Junior Lenders,
the Put Counterparty and the Borrower, be binding on all Parties.  Break Costs and Break
Gains  11.4The Relevant Borrower shall, within three (3) Business
Days of written demand by a Senior Finance Party, pay to that Senior Finance
Party its Break Costs attributable to all or any part of the Senior Loan or
Unpaid Sum being paid by the Borrower on a day other than the last day of an
Interest Period for the Senior Loan or Unpaid Sum (including, without limitation,
as a result of any indemnity payment).  11.5Each Relevant Senior Lender shall, within
three (3) Business Days of written demand by the Relevant Borrower, pay to
the Collateral Trustee any Break Gains attributable to all or any part of the
Senior Loan or Unpaid Sum being paid by the Relevant Borrower on a day other
than the last day of an Interest Period for the Senior Loan or Unpaid Sum. All
such Break Gains shall be applied by the Collateral Trustee in accordance with
the DPP.  18


11.6Each Relevant Senior Lender shall, as soon as
reasonably practicable after a demand by the Senior Agent, provide a
certificate confirming the amount of its Break Costs or any Break Gains setting
out reasonably detailed calculations for any Interest Period in which they
accrue.  12.TAX GROSS UP AND INDEMNITIES  Tax Gross Up  12.1(a)The Relevant Borrower shall make
all payments to be made by it, and shall procure that all payments made on its
behalf are made, without any Tax Deduction, unless a Tax Deduction is required
by law.  (b)The Relevant Borrower shall promptly upon becoming aware that it must
make a Tax Deduction (or that there is any change in the rate or the basis of a
Tax Deduction) notify the Senior Agent accordingly. Similarly, a Relevant
Senior Lender shall notify the Senior Agent on becoming so aware in respect of
a payment payable to that Senior Lender. If the Senior Agent receives such
notification from a Relevant Senior Lender it shall as soon as reasonably practicable
notify the Relevant Borrower.  (c)If a Tax Deduction is required by law to be made by the Relevant
Borrower, the amount of the payment due from it shall be increased to an amount
which (after making any Tax Deduction) leaves an amount equal to the payment
which would have been due if no Tax Deduction had been required.  (d)The Relevant Borrower shall not be required to make an increased
payment to a Relevant Senior Lender under sub-clause (c) above for a
Tax Deduction in respect of tax imposed by The Netherlands from a payment of
interest on a Loan, if on the date on which the payment falls due the Relevant
Senior Lender is a Treaty Lender and the Relevant Borrower is able to
demonstrate that the payment could have been made to the Relevant Senior Lender
without the Tax Deduction had that Relevant Senior Lender complied with its
obligations under sub-clause (h) below.  (e)The Additional Borrower shall not be required to make an increased
payment to a Relevant Senior Lender under sub-clause (c) above for a Tax
Deduction in respect of tax imposed by Ireland from a payment of interest on
the Senior Loan if on the Repayment Date the Relevant Senior Lender is in
breach of the representation in sub-clause (i) below, except if such
breach results from a change after the date it became a Relevant Senior Lender
under this Agreement in (or in the interpretation, administration or
application of) any law or treaty or any published practice or concession of
any relevant taxing authority.  (f)If the Relevant Borrower is required to make a Tax Deduction, the
Relevant Borrower shall make that Tax Deduction and any payment required in
connection with that Tax Deduction within the time allowed and in the minimum
amount required by law.  (g)Within thirty (30) days of making either a Tax Deduction or any payment
required in connection with that Tax Deduction, the Relevant Borrower shall
deliver to the Senior Agent for the Senior Finance Party entitled to the
payment evidence reasonably satisfactory to that Senior Finance Party that the
Tax Deduction has been made or (as applicable) any appropriate payment paid to
the relevant taxing authority.  (h)A Treaty Lender and the Relevant Borrower which makes a payment to
which that Treaty Lender is entitled shall co-operate in completing any
procedural formalities  19


necessary for the Relevant
Borrower to obtain authorisation to make that payment without a Tax Deduction.  (i)Each Relevant Senior Lender represents and warrants that, on the date
of this Agreement and on each Repayment Date, it is a Qualifying Lender.  Tax indemnity  12.2(a)The Relevant Borrower shall
(within three (3) Business Days of written demand by the Senior Agent) pay
to a Protected Party an amount equal to the loss, liability or cost which that
Protected Party determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Protected Party in respect of an
Operative Document.  (b)Sub-clause (a) above shall not apply:  (i)
  
  with respect to
  any Tax assessed on a Protected Party:  (A)under the law of the jurisdiction in which that Protected Party is
incorporated or, if different, the jurisdiction (or jurisdictions) in which
that Protected Party is treated as resident for tax purposes or that Protected
Party carries on a business through a permanent establishment in the relevant
jurisdiction (or jurisdictions); or  (B)under the law of the
jurisdiction in which that Protected Partys Facility Office is located in
respect of amounts received or receivable in that jurisdiction,  if that Tax is
imposed on or calculated by reference to the net income received or receivable
(but not any sum deemed to be received or receivable) by that Protected Party;
or  (ii)
  
  to the extent a
  loss, liability or cost:  (A)is compensated for by an increased
payment under clause 12.1; or  (B)would have been compensated for by
an increased payment under clause 12.1 but was not so compensated solely
because the exclusions in clause 12.1(e) applied;  (iii)
  
  with respect
  to:  (A)Taxes which are imposed on or suffered by a
Protected Party as a result of the fraud, wilful misconduct or gross negligence
of such Protected Party;  (B)any penalties, fines or surcharges incurred
by a Protected Party in respect of any Taxes either:  (I)
  
  in respect of which Taxes such person has been
  indemnified and received payment in full by the Relevant Borrower pursuant
  hereto or any other Operative Document prior to the date on which such Taxes
  became overdue; or(II)
  
  in respect of which Taxes or interest the Relevant
  Borrowers liability has been excluded by the terms of this Agreement or any
  other Operative Document;  20


(C)Taxes to the extent such Taxes would not have
arisen but for any failure by a Protected Party to file in a timely manner any
relevant tax return, tax computation, statement, document or specifically
identified claim form which such person was obliged to file by any applicable
law of its jurisdiction of incorporation or that of its Facility Office or any
other jurisdiction in which such person carries on business and which such
person was aware it was obliged by applicable law to file except for any such
failure caused by the Relevant Borrower; or  (D)Taxes which are actually indemnified in
favour of such person pursuant to any of the other provisions of this Agreement
or any of the other Operative Documents.  (c)A Protected Party making, or intending to
make a claim under paragraph 12.2 above shall promptly notify the Senior Agent
of the event which will give, or has given, rise to the claim, following which
the Senior Agent shall notify the Relevant Borrower.  (d)A Protected Party shall, on receiving a
payment from the Relevant Borrower under this Clause 12, notify the Senior
Agent.  Tax Credit  12.3If the Relevant Borrower makes a Tax Payment
and the relevant Senior Finance Party determines that:  (a)a Tax Credit is attributable either to an
increased payment of which that Tax Payment forms a part, or to that Tax
Payment; and  (b)that Senior Finance Party has obtained, utilised and retained that Tax
Credit, the Senior Finance Party shall pay an amount to the Relevant Borrower
which that Senior Finance Party determines will leave it (after that payment)
in the same after-Tax position as it would have been in had the Tax Payment not
been required to be made by the Relevant Borrower and the circumstances giving
rise to it had not arisen.  Stamp taxes  12.4The Relevant Borrower shall pay and, within
three (3) Business Days of written demand, indemnify each Senior Finance
Party against any stamp duty, registration, transfer and other documentary and
other similar Taxes payable in respect of any Operative Document, provided
always that in respect of any transfer by a Relevant Senior Lender the Relevant
Borrower shall not be required to make any payment under this Clause 12.4 and
the provisions of clause 20 (Changes to the
Relevant Senior Lenders) shall apply.  Value added tax  12.5All consideration expressed to be payable
under an Operative Document by any party to such document shall be deemed to be
exclusive of any VAT. If VAT is chargeable on any supply made by any Senior
Finance Party to the Relevant Borrower in connection with an Operative Document,
the Relevant Borrower shall pay to the Senior Finance Party (in addition to and
at the same time as paying the consideration) an amount equal to the amount of
the VAT.  21


12.6Where an Operative Document requires the
Relevant Borrower to reimburse a Senior Finance Party for any costs or
expenses, the Borrower shall also at the same time pay and indemnify the Senior
Finance Party against all VAT incurred by the Senior Finance Party in respect
of the costs or expenses to the extent that the Senior Finance Party reasonably
determines that it is not entitled to credit or repayment of the VAT.  Tax Contest  12.7A Senior Finance Party shall provide the
Relevant Borrower with a notice of any claim (for the purposes of this Clause
12 a Claim Notice)
of any assessment for Taxes (for the purposes of this Clause 12, an Assessment) for which
the Relevant Borrower is or may be responsible to such Senior Finance Party,
together with copies of all documentation reasonably necessary and available
for the purposes of determining whether or not to dispute the Claim Notice
and/or the Assessment, promptly following receipt of an Assessment or receiving
a written communication from any Governmental Authority which may give rise to
a liability for the Relevant Borrower under or pursuant to the provisions of
this Clause 12, provided always that the Relevant Borrower shall pay all
reasonable costs of each affected Senior Finance Party incurred in complying
with this Clause 12.7.  12.8If the Relevant Borrower is required to make
a payment in respect of a claim under and pursuant to the provisions of this
Clause 12 in respect of Taxes and the Relevant Borrower is disputing or
proposes to dispute, or has requested or is proposing to request the relevant
Senior Finance Party to dispute, the relevant Claim Notice and/or Assessment if
payment of some or all the Assessment is required in order to dispute the Claim
Notice and/or the Assessment, the Borrower must pay to the relevant Senior
Finance Party on or prior to the last date on which payment of the Assessment
may be made without incurring interest and/or penalties the minimum amount of
the Assessment due.  12.9If the Relevant Borrower has received a Claim
Notice in accordance with the provisions of Clause 12.7, the relevant Senior
Finance Party must, if the Relevant Borrower so requests by written notice to
such Senior Finance Party and provided that such Senior Finance Party is
entitled to do so, within seven (7) days of receipt of such written notice
from the Relevant Borrower and, in any event, within such time as is necessary
to enable any objection or appeal against the Claim Notice and/or the
Assessment to be filed or lodged, take or procure that there is taken such
action as is necessary to ensure that any objection or appeal against the Claim
Notice and/or Assessment is filed or lodged and otherwise take or procure that
there is taken all such other action as the Relevant Borrower may reasonably
request from time to time by notice to the relevant Senior Finance Party to
object to or appeal against the Claim Notice and/or Assessment or otherwise
cause the Claim Notice and/or Assessment to be withdrawn, defended, settled or
compromised in a manner reasonably satisfactory to the Relevant Borrower,
provided that this Clause 12.9 shall only apply to the extent that the Borrower
indemnifies the relevant Senior Finance Party for all costs and expenses
reasonably incurred as a result of complying with this Clause 12.9 and no
action shall be required to be taken pursuant to this Clause 12.9 if:  (a)the relevant Senior Finance Partys business could be negatively
affected by any steps required to be taken pursuant to this clause 12.9; and/or  (b)reputable counsel informs the relevant Senior Finance Party that the
relevant objection or appeal is unlikely to succeed.  22


12.10Each affected Senior Finance Party shall
provide the Relevant Borrower with copies of all material correspondence with
the relevant Governmental Authority and shall not compromise or settle any
Assessment in so far as it concerns an indemnified Tax or agree any matter
which may affect the outcome of any dispute or negotiation in relation to any
such indemnified Tax liability without the written consent of the Relevant
Borrower, provided always that the Relevant Borrower shall pay all reasonable
costs of each affected Senior Finance Party incurred in complying with this
Clause 12.10.  13.INCREASED COSTS  Increased costs  13.1(a)Subject to clause 13.3 the Relevant Borrower
shall, within five (5) Business Days of written demand by the Senior
Agent, pay for the account of a Senior Finance Party the amount of any
Increased Costs incurred by that Senior Finance Party or any of its affiliates
as a result of:  (i)the introduction of or any change in (or in
the interpretation, administration or application of) any law or regulation; or  (ii)compliance with any law or regulation,  in each case made, exacted
or imposed after the date of this Agreement.  (b)In this Agreement Increased Costs means:  (i)a reduction in the rate of return from the
Senior Facility or the Additional Senior Facility on a Senior Finance Partys
(or its affiliates) overall capital;  (ii)an additional or increased cost; or  (iii)a reduction of any amount due and payable
under any Operative Document,  which is incurred or
suffered by a Senior Finance Party or any of its affiliates to the extent that
it is attributable to that Senior Finance Party having entered into its
Commitment, or as the case may be, Additional Commitment or funding or
performing its obligations under any Operative Document.  Increased cost claims  13.2(a)A Senior Finance Party intending to make a
claim pursuant to Clause 13.1 shall notify the Senior Agent of the event giving
rise to the claim, following which the Senior Agent shall promptly notify the
Relevant Borrower.  (b)Each Senior Finance Party shall, as soon as practicable after a demand
by the Senior Agent, provide a certificate setting out reasonably detailed
calculations confirming the amount of its Increased Costs.  Exceptions  13.3Clause 13.1 does not apply to the extent any
Increased Cost is:  (a)a
Tax or is attributable to a Tax;  (b)compensated for by Clause 12.2 (or would have been compensated for
under clause 12.2 but was not so compensated solely because any of the
exclusions in sub-clause (b) of that clause applied);  23


(c)incurred by a Senior
Finance Party or any of its affiliates as a result of complying with any
applicable law or regulation after the date hereof in connection with the
implementation of any provision of the Basel II Capital Accord; or  (d)attributable to the
wilful breach by the relevant Senior Finance Party or its Affiliates of any law
or regulation.  14.OTHER INDEMNITIES  Operational indemnity  14.1The Relevant Borrower agrees to defend,
indemnify and hold harmless each of the Senior Finance Parties on demand from
and against any and all Losses as a result of claims by third parties
(regardless of when the same are made or incurred):  (a)which may at any time be suffered or incurred directly or indirectly as
a result of or connected with the possession, delivery, performance,
transportation, replacement, exchange, removal, pooling, interchange,
sub-leasing, wet leasing, chartering, importation, exportation, storage,
presence, management, ownership, registration, control, maintenance, condition,
service, repair, overhaul, leasing, use, operation or redelivery of any
Financed Aircraft (or any part thereof) (either in the air or on the ground)
whether or not such Losses may be attributable to any defect in any Financed
Aircraft (or any part thereof) or to its design, testing or use or otherwise, and
regardless of when the same arises or whether it arises out of or is
attributable to any act or omission, negligent or otherwise, of any Senior
Finance Party;  (b)which arise out of any act or omission which invalidates or which
renders voidable any of the insurances in relation to any Financed Aircraft;  (c)which arise in relation to preventing or attempting to prevent the
arrest, confiscation, seizure, taking in execution, impounding, forfeiture or
detention of any Financed Aircraft (or any part thereof), or in securing its
release; or  (d)which may at any time be suffered or incurred as a consequence of any
design, article or material in any Financed Aircraft (or any part thereof) or
its operation or use constituting an infringement of patent, copyright,
trademark, design or other proprietary right or a breach of any obligation of
confidentiality owed to any person in respect of any of the matters referred to
in this clause 14.1(d).  but excluding any Loss in
relation to a particular Senior Finance Party to the extent that such Loss:  (i)
  
  arises solely
  as a result of the gross negligence or wilful misconduct of such Senior
  Finance Party; or(ii)
  
  constitutes the
  ordinary and usual operating and overhead expenses of such Senior Finance
  Party; or(iii)
  
  has been
  recovered and retained by such indemnitee pursuant to another indemnity
  provision of this Agreement;(iv)
  
  would not have
  been incurred or suffered, or otherwise would not have arisen, but for any
  breach by that indemnitee of any of its express representations,  24


warranties or
  obligations under any Operative Document, or had not failed in the observance
  and performance of its express obligations under any Operative Document (but
  excluding any breach in consequence of a failure by any Obligor to perform
  any of its obligations thereunder);(v)
  
  relates to any
  loss of anticipated profit or return (including loss of Senior Margin), the
  Relevant Borrowers liability for which, to the extent thereof is set out in
  clause 13;(vi)
  
  arises as a
  result of the existence of any Security Interest created by or through that
  indemnitee; or(vii)
  
  is a Tax or a
  loss of Tax benefits, which is indemnified pursuant to clause 12.  For purposes of the
foregoing provision, gross negligence means, in relation to a Senior Finance
Party, any intentional or conscious action or decision of such Senior Finance
Party which is taken with reckless disregard for the consequences of such
action or decision.  The indemnities contained in
this clause 14.1 will continue in full force after the end of the Security
Period.  Currency indemnity  14.2(a)The Relevant Borrower shall, as an
independent obligation, within five (5) Business Days of written demand,
indemnify each Senior Finance Party against any cost, loss or liability which
that Senior Finance Party incurs as a consequence of:  (i)
  
  that Senior
  Finance Party receiving an amount in respect of the Relevant Borrowers
  liability under the Operative Documents; or(ii)
  
  that liability
  being converted into a claim, order, judgment or award; or(iii)
  
  in a currency
  (the new currency) other than the currency in which the amount is expressed
  to be payable under the relevant Operative Document, including any cost, loss
  or liability arising from any difference between exchange rates used to
  convert that liability to the new currency and exchange rates available to
  the Senior Finance Party when it receives an amount in respect of that
  liability.  (b)Unless otherwise required by law, the Relevant Borrower waives any
right it may have in any jurisdiction to pay any amount under the Operative
Documents in a currency or currency unit other than that in which it is
expressed to be payable.  Other indemnities  14.3The Relevant Borrower shall within five (5) Business
Days of written demand, indemnify each Senior Finance Party and the Senior
Agent against any cost, loss or liability (including, without limitation, legal
fees and Break Costs) incurred by that Senior Finance Party as a result of:  (a)any action or step taken to enforce or preserve the rights, or in
contemplation of or in connection with the enforcement or preservation of any
rights, of the Senior Finance Parties and the Senior Agent under the Operative
Documents during the occurrence of any Senior Event of Default;  (b)funding, or making arrangements to fund, its participation in a Senior
Loan requested by the Relevant Borrower in a Utilisation Request but not made
by  25


reason of the operation of
any one or more of the provisions of this Agreement (other than by reason of
default or negligence by that Relevant Senior Lender alone); or  (c)the Senior Loan (or any Relevant Senior Allocated Loan) not being
prepaid in accordance with a notice of prepayment given by the Relevant
Borrower.  Indemnity to the Senior
Agent  14.4The Relevant Borrower shall promptly
indemnify the Senior Agent on demand against any cost, loss or liability
incurred by the Senior Agent (acting reasonably) as a result of:  (a)the execution or exercise or bona fide purported execution or exercise
of the rights, powers, authorities and duties created or conferred by or
pursuant to the Operative Documents or in respect of any action taken or
omitted by the Security Agent under the Operative Documents, in each case, in a
manner consistent with the rights and interests of the Finance Parties under
the Operative Documents; or  (b)acting or relying on any notice, request or instruction from an Obligor
which it reasonably believes to be genuine, correct and appropriately
authorised.  15.MITIGATION BY THE RELEVANT SENIOR LENDERS  Mitigation  15.1(a)Subject to clauses 15.1(b), (c) and (d),
if the Relevant Borrower becomes obliged to make any payment or increased
payment, or any illegality or cancellation occurs under any of clauses 7.1 (Illegality affecting Relevant Senior Lender), 7.2 (Illegality affecting Relevant Borrower), 7.3 (Mandatory Prepayment), 12.1 (Tax
Gross-up),12.2 (Tax Indemnity),
12.4 (Stamp taxes), 12.5 (Value Added
Tax), or 13 (Increased Costs)then, without in any way limiting, reducing or otherwise
qualifying the rights and obligations of the Finance Parties under any
provision of the Operative Documents, upon receipt of notice from the Relevant
Borrower to the effect that such payment or increased payment is required to be
made or such cancellation will occur, each Senior Finance Party shall, for a
period of thirty (30) days (or such longer period as the Senior Agent may agree
in its sole discretion), in consultation with the Relevant Borrower, take such
reasonable steps as are necessary to mitigate such circumstances which may
arise and which would result in such amount becoming so payable or so
cancelled, including (but not limited to) transferring its rights and
obligations under the Operative Documents to another Affiliate or Facility
Office, provided always that in respect of an illegality affecting the Borrower
pursuant to clause 7.2 (Illegality affecting Relevant
Borrower) the provisions of clause 7.2 shall apply to any such
mitigation.  (b)Paragraph 15.1(a) above shall only apply
to the extent that:  (i)
  
  such action or
  delay is not prohibited by law;(ii)
  
  no Senior
  Default has occurred and is continuing;(iii)
  
  all amounts due
  and payable by any Obligor to the Senior Finance Parties pursuant to the
  Operative Documents have been paid;(iv)
  
  such action or
  delay does not and would not be reasonably expected to result in the rights
  and interests of the Senior Finance Parties being materially adversely
  affected in any way; and  26


(v)
  
  such action or
  delay does not in any way limit the obligations of any Obligor under the
  Operative Documents.  (c)The Relevant Borrower shall
indemnify each of the Senior Finance Parties for all costs and expenses
incurred by that Finance Party as a result of steps taken by it pursuant to
Clause 15.1(a)  (d)No Finance Party is obliged to
take any steps under clause 15.1(a) if, in the opinion of that Finance
Party, to do so might be prejudicial to it or the other Finance Parties.  Limitation of liability  15.2The Relevant Borrower shall
indemnify each Senior Finance Party for all costs and expenses reasonably
incurred by that Senior Finance Party as a result of steps taken by it under
clause 15.1 (Mitigation).  15.3A Senior Finance Party is not obliged
to take any steps under clause 15.1 (Mitigation)
if, in the opinion of that Senior Finance Party (acting reasonably), to do so
might be prejudicial to it.  No double-counting  Notwithstanding any other
provision of this Agreement or any other Operative Document, no Senior Finance
Party shall be entitled, pursuant to the terms of the Agreement or any other
Operative Document to recover by way of indemnity or otherwise any interest,
cost, liability, Break Costs, Loss, Tax or expense to the extent that payment
in respect of such interest, cost, liability, Break Costs, Loss, Tax or expense
has already been received in full and retained without qualification pursuant
to any other provision of any Operative Document (including, without
limitation, pursuant to any insurance payment pursuant to the Insurances).  16.COSTS AND EXPENSES  Transaction Expenses  16.1The Relevant Borrower shall,
promptly after written demand, pay the Senior Agent and the Senior Arranger the
amount of all reasonable costs and expenses (including legal and insurance
advisory fees) properly incurred by any of them in connection with the
negotiation, preparation, printing and execution of:  (a)this Agreement and any other
documents referred to in this Agreement; and  (b)any other Operative Documents
executed after the date of this Agreement.  Amendment costs  16.2If:  (a)an Obligor requests an amendment,
waiver or consent;  (b)any Financed Aircraft is sold
(whether pursuant to a Put Agreement or otherwise in accordance with the
Operative Documents); or  (c)any amendment is made to any
Lease, whether by way of change of lessee or otherwise;  (d)an amendment is required pursuant
to clause 24.8 (Change of currency),  27


the Relevant Borrower
shall promptly after written demand, reimburse the Senior Agent for the amount
of all reasonable out of pocket costs and expenses (including legal fees)
properly incurred by the Senior Agent in responding to, evaluating, negotiating
or complying with that request or requirement.  17.REPRESENTATIONS AND WARRANTIES  17.1Each Relevant Borrower, in
relation to itself, makes the representations and warranties set out in
Schedule 6 to each Senior Finance Party at the times specified in Schedule 6 by
reference to the facts and circumstances then existing.  17.2Each Senior Lender represents and
warrants, on the date of this Agreement and on each Utilisation Date or (in
respect of a New Senior Lender) on the date it becomes a Senior Lender in
accordance with Clause 20 (Changes to the
Relevant Senior Lenders)and on any subsequent Utilisation Date, if
any, (but only to the extent that it is a requirement under applicable law at
that time that a Senior Lender be a PMP and the Borrower at that time is a
Dutch Borrower), to the other Finance Parties and the Borrower that it is a
PMP.  18.BORROWER UNDERTAKINGS  Relevant Borrowers
Business  18.1Each Relevant Borrower undertakes
that it shall:  (a)not suspend or cease or threaten
to suspend or cease to carry on all or a substantial part of its business,  (b)not make any substantial change in
the nature of the business in which it is engaged, and  (c)preserve its corporate existence
(other than in connection with a solvent reconstruction, the terms of which
have been approved by the Senior Agent, such approval not to be unreasonably
withheld or delayed).  Disposal of Assets  18.2Save as permitted or contemplated
by any Operative Document, each Relevant Borrower undertakes that it shall not,
either in a single transaction or in a series of transactions whether related
or not and whether voluntarily or involuntarily, sell, transfer or otherwise
dispose of all or a substantial part of its property or assets, or consolidate
or merge with any other person (whether by one or a series of transactions,
related or not) other than, with the prior written consent of the Senior Agent,
pursuant to a solvent reconstruction, provided however, that nothing in this
clause shall prohibit the consolidation of the Relevant Borrowers accounts
with the accounts of the any company in the AerCap Group under Dutch law for
the purposes of a Dutch Fiscal Unity.  Special Purpose
Undertakings  18.3Each Relevant Borrower acknowledges to the Senior Finance Parties that
it and each of the other Borrower Parties has been originated for the sole
purpose of acting as a vehicle for the financing of the Financed Aircraft and
the transactions contemplated by the Operative Documents and the Lease
Agreements. Each Relevant Borrower undertakes to the Senior Financing Parties
on its own behalf and on behalf of each of  28


the Borrower Parties that,
unless it has the prior written consent of the Senior Agent, at all times
throughout the Security Period:  (a)No Other
Activities:  neither it nor any of the Borrower Parties
shall undertake any trading or business activities other than the leasing of
the Financed Aircraft and directly related activities, the entry by the
Borrower Parties into the Borrower Documents and the performance of obligations
or actions contemplated or permitted by the Borrower Documents and all matters
directly incidental thereto;  (b)No Other
Contracts:except as expressly permitted by this
Agreement, neither it nor any other Borrower Party shall enter into any
agreement, instrument or arrangement (whether or not recorded in writing) with
any person or otherwise create or incur any liability to any person, other than
(i) pursuant to and as permitted by the Operative Documents (including,
without limitation the creation of any owner trust structure as expressly
contemplated therein and any Eligible Hedge Agreements entered into with
Eligible Hedge Counterparties pursuant to the Hedging Policy) and (ii) such
contracts, agreements or liabilities with respect to Taxes, ordinary operating
costs and expenses, legal fees and disbursements and overhead expenses as have
arisen or may arise in the ordinary course of carrying on its business as
referred to in paragraph (a);  (c)No Acquisition of
Other Assets:(other than any Eligible
Aircraft  and any Additional Eligible
Aircraft financed pursuant to the Operative Documents) neither it nor any other
Borrower Party shall take on lease, purchase or otherwise acquire, or agree to
do so, any asset from any person; and  (d)Loans/Guarantees: 
neither it nor any Borrower Party shall make any loans, grant any credit
or give any guarantee or indemnity (except as required hereby) to or for the
benefit of any person or otherwise voluntarily assume any liability, whether
actual or contingent, in respect of any obligation of any other person, except
as may be required pursuant to the terms of the Operative Documents or in
respect of its activities as lessor in accordance with the express provisions
of the Core Lease Provisions provided that this clause shall not prohibit
either Relevant Borrower from entering into restructuring negotiations and
arrangements with any Lessee in accordance with Leasing Company Practice;  (e)Issue of Shares
and payment of Dividends:  neither it nor any Borrower
Party shall issue any further shares or alter any rights attaching to its
issued shares in existence at the date hereof or pay any dividends in respect
of any shares;  (f)Notice of
bankruptcy and insolvency proceedings:it and each other Borrower Party shall,
immediately upon becoming aware of the occurrence of any Insolvency Event in
relation to any Borrower Party or any other company in the AerCap Group,
provide written notice of such occurrence to the Senior Finance Parties; and  (g)No Employees: 
neither it nor any other Borrower Party shall enter into any contract
for service or contract of employment with any contractor, officers, secondees,
servants, agents or employees.  29


Negative Pledge  18.4Each Relevant Borrower undertakes that it shall not create or permit to
subsist any Security Interest over any of its assets other than any Permitted
Lien.  Preservation of security  18.5Save as permitted pursuant to the
Operative Documents, each Relevant Borrower undertakes that it shall not sell
or otherwise dispose of any of its assets or 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 rights granted to the Collateral Trustee under
the Operative Documents against a liquidator, receiver, administrator or
similar officer or official to all rights, moneys and properties expressed to
be mortgaged, assigned, charged or pledged to Collateral Trustee by the
Relevant Borrower pursuant to the Security Documents. Provided however, that
the Relevant Borrower shall not be required to take any action to perfect or
register any Mortgage (other than any Slavenburg Registration in respect of any
Financed Aircraft or any registration on the International Registry of
International Interests pursuant to clause 13 of the DPP).  Duration  18.6Each Relevant Borrower shall
perform and comply with its undertakings and covenants in the Operative
Documents at all times during the Security Period. All such undertakings and
covenants shall, except where expressly otherwise stated, be performed at the
expense of the Borrower.  Delegation  18.7Each Relevant Borrower shall
remain liable for all of its obligations and liabilities under the Operative
Documents notwithstanding any delegation by the Relevant Borrower to another
person of any such obligations or liabilities or any reliance by the Relevant
Borrower on another person to perform or discharge any such obligations or liabilities,
whether or not such sub-delegation or reliance is permitted or contemplated by
any Operative Document (provided that to the extent any such obligation or
liability is actually performed or discharged by such other person on the
Relevant Borrowers behalf, such performance or discharge shall constitute
performance or discharge of the corresponding obligation or liability of the
Relevant Borrower).  Hedging Policy  18.8(a) The Borrower undertakes to the Senior Finance Parties that on
or before the Signing Date it will enter into the Initial Cap; and  (b)Each Relevant Borrower undertakes
to the Senior Finance Parties that:  (i)
  
  on or before
  the Amendment and Restatement Effective Date, it will enter into the
  Additional Initial Cap;(ii)
  
  it will comply
  with the Hedging Policy at all times until the end of the Security Period;
  and(iii)
  
  it will direct
  the Insurance and Cash Management Servicer to enter into Eligible Hedge
  Agreements pursuant to the Hedging Policy in order to satisfy the Relevant
  Borrowers obligation to comply with the Hedging Policy until the end of the
  Security Period.  30


Reporting  18.9Within thirty (30) days of each of 30 June and 30 November in
each year, the Relevant Borrower shall provide the Senior Agent with:  (a)a Subsequent Half-Life Appraised
Value; and  (b)an Adjusted Subsequent Appraised
Value,  of the Financed Aircraft.  18.10Each Relevant Borrower will provide the Senior Agent with its audited
annual reports within one hundred and eighty (180) days after the end of each
of its financial years, provided that if audited annual reports of that
Relevant Borrower are not produced due to that Relevant Borrowers
consolidation with the AerCap Group, the audited annual reports of the AerCap
Group shall satisfy this requirement provided that that Relevant Borrower is
specifically mentioned in such accounts.  Off-Lease Equipment  18.11Each Relevant Borrower shall
maintain, store and insure in accordance with the terms of the Servicing
Agreement any Financed Aircraft that comes off-lease.  Terms of Leasing  18.12The Relevant Borrower shall ensure
that any Lease Agreement or Novation Agreement entered into in respect of any
Financed Aircraft will at all times incorporate and be subject to the Core
Lease Provisions except only with the Senior Agents prior written consent.  Compliance with Dutch Act
on Financial Supervision  18.13To the extent that the Relevant
Borrower qualifies as a bank under the Dutch Act on Financial Supervision, the
Relevant Borrower shall comply with the applicable provisions of the Dutch Act
on Financial Supervision and any implementing regulation.  Notice of breach of
obligation  18.14The Relevant Borrower shall
without delay notify the Senior Agent in writing if it becomes aware that any
Senior Event of Default has occurred and is continuing.  19.SENIOR EVENTS OF DEFAULT  Senior Events of Default  19.1Each of the following events will constitute a Senior Event of Default
and a repudiatory breach of this Agreement by the Relevant Borrower:  (a)Non-payment:  (i)
  
  Any Relevant
  Borrower fails to make:  (A)payment of the Minimum Senior
Principal Amount or interest payable in respect of the Senior Loan; or  31


(B)any other payment due by a Borrower Party to the Senior Finance
Parties under this Agreement or any other Operative Document to the extent that
the Relevant Borrower has received funds to make such payment,  within five (5) Business
Days after the due date therefore or in the case of a payment payable on
demand, within five (5) Business Days of the date of demand; or  (ii)
  
  The Relevant
  Borrower fails to make on the Maturity Date:  (A)the repayment due in respect of
the Senior Loan, the Junior Loan or the Liquidity Facility;  (B)payment of accrued fees payable
pursuant to the Agency and Collateral Trustee Fee Letter, the Liquidity
Facility Agreement or interest due on that date on the Senior Loan and the
Junior Loan; or  (C)any other payment due to the
Senior Finance Parties under the Operative Documents;  (b)Breach: 
a Relevant Borrower fails to comply in any material respect with any
obligation under this Agreement or any other Operative Document (other than a
payment obligation and the obligations mentioned in all other paragraphs of
this clause 19.1) and if such failure is capable of remedy, the Relevant
Borrower has not remedied that failure within fifteen (15) days from the
earlier of written notice from the Senior Agent requiring such remedy and
thirty (30) days from the date the Relevant Borrower becomes aware of the
relevant breach or such longer period as the Senior Agent may (in its sole
discretion) agree in writing; or  (c)Representation: 
any representation or warranty made (or deemed to be repeated) by a
Relevant Borrower in or pursuant to this Agreement, any other Operative
Document, or in any document or certificate or statement is or proves to have
been incorrect in any material respect when made and, if such representation or
warranty can be corrected such correction is not made within thirty (30) days
of notice from the Collateral Trustee requiring correction of same; or  (d)Approvals: 
any consent, authorisation, licence, certificate or approval of or
registration with or declaration to any Government Entity required in
connection with this Agreement or any other Operative Document which is
material to the ability of a Relevant Borrower to perform its obligations under
the Operative Documents (including, without limitation any authorisation
required by the Relevant Borrower to authorise, or required in connection with,
the execution, delivery, validity, enforceability or admissibility in evidence
of this Agreement or any other Operative Document or the performance by the
Relevant Borrower of its obligations under this Agreement or any other
Operative Document) is modified in a manner unacceptable to the Senior Agent
(acting reasonably) or is withheld, or is revoked, suspended, cancelled,
withdrawn, terminated or not renewed, or otherwise ceases to be in full force
(other than where such modification, revocation, suspension, cancellation,
termination or withdrawal is in respect of a change in law); or  32


(e)Insolvency:  (i)
  
  any Relevant
  Borrower or any Borrower Party is, or is deemed for the purposes of any
  relevant law to be, unable to pay its debts as they fall due or to be
  insolvent, or admits inability to pay its debts as they fall due; or(ii)
  
  any Relevant
  Borrower or any Borrower Party suspends making payments on all or any class
  of its debts or announces an intention to do so, or a moratorium is declared
  in respect of any of its indebtedness; or  (f)Liquidation
and Similar Proceedings:  (i)
  
  a meeting of
  the shareholders or directors of any Relevant Borrower or any Borrower Party
  is convened to consider a resolution to present an application for an
  administration order or to appoint an administrator (whether out of court or
  otherwise) or any such resolution is passed; or(ii)
  
  any step
  (including filing of a petition or affidavit, giving of notice, petition
  proposal or convening a meeting) is taken by any Relevant Borrower or any
  Borrower Party with a view to a composition, assignment or arrangement with
  any creditors of, or the rehabilitation, administration (whether out of court
  or otherwise) custodianship, liquidation, protection from creditors or
  dissolution of, any Relevant Borrower or any Borrower Party or any other
  insolvency proceedings involving any Relevant Borrower or any Borrower Party;
  or(iii)
  
  any order is
  made or resolution passed for any such composition, assignment, arrangement,
  rehabilitation, administration (whether out of court or otherwise)
  custodianship, liquidation, dissolution or insolvency proceedings, or any
  Relevant Borrower or any Borrower Party becomes subject to or enters into any
  of the foregoing; or(iv)
  
  any liquidator,
  trustee in bankruptcy, judicial custodian, compulsory manager, receiver,
  administrative receiver, administrator, examiner or similar officer (in each
  case, whether out of court of otherwise) is appointed in respect of any
  Relevant Borrower or any Borrower Party, any of their directors or any of
  their respective assets; or(v)
  
  any step
  referred to in sub-clause 19.1(f)(ii) is taken by any person other than
  a Relevant Borrower, provided that no Senior Event of Default shall arise
  pursuant to this sub-clause 19.1(f) if (A) the proceedings are
  vexatious and without merit or relate to a disputed sum; (B) the
  relevant Obligor is otherwise solvent; (C) the Senior Agent is satisfied
  (acting reasonably) that the Relevant Borrower or any Borrower Party is
  diligently seeking to discharge such petition; (D) the step does not
  affect the Security Interests which secured the relevant Obligors
  obligations under the Operative Documents, and (E) the action is
  remedied within fourteen (14) days of taking such step; or  (g)Receiver:  (i)
  
  an
  administrative or other receiver or manager or other insolvency officer (in
  each case, whether out of court or otherwise) is appointed in respect of any
  Relevant Borrower or any Borrower Party or any part of its assets relating to
  the insolvency of the Relevant Borrower, or any Borrower Party; or(ii)
  
  any Relevant
  Borrower or any Borrower Party requests any person to appoint such a receiver
  or manager (whether out of court or otherwise); or  33


(h)Execution
and Enforcement:  (i)
  
  any other steps
  are taken to enforce any Security Interest other than Permitted Liens over
  all or any part of the assets of any Relevant Borrower or any Borrower Party,
  provided that no Senior Event of Default shall arise pursuant to this
  sub-clause 19.1(h)(i) if (A) the proceedings are vexatious and
  without merit or relate to a disputed sum; (B) the Relevant Borrower or
  any Borrower Party is otherwise solvent; (C) Senior Agent is satisfied
  acting reasonably that the Relevant Borrower or any Borrower Party is
  diligently seeking to discharge such petition; (D) the step does not
  affect the validity or enforceability of and the Security Interests created
  pursuant to the Operative Documents; and (E) the action is remedied
  within fourteen (14) days of taking such step; or(ii)
  
  any attachment,
  distress or execution affects any assets of any Relevant Borrower or any
  Borrower Party and is not discharged within fourteen (14) days; or  (i)Other
Jurisdiction:  there occurs in relation to any Relevant
Borrower or any Borrower Party any event in any jurisdiction which corresponds
with any of those mentioned in paragraphs (e), (f) or (g) above; or  (j)Rights
and Remedies:  any Relevant Borrower or any Borrower Party
or any other person claiming by or through the Relevant Borrowers with the
consent of the Relevant Borrower challenges the existence, validity,
enforceability or priority of the rights of any Senior Finance Party under the
Security Documents, or the Security Documents for any reason cease to be in
full force and effect; or  (k)Other
Default:  (i)
  
  any Junior
  Event of Default or termination event, however described, occurs under the
  Junior Loan;(ii)
  
  there occurs a
  breach by the Original Subordinated Note Holder of the SNH Covenant; or(iii)
  
  the
  Subordinated Note Holder fails to comply in full with the terms and
  conditions the Subordinated Note Purchase Agreement including without
  limitation the failure by the Subordinated Note Holder to purchase any
  Subordinated Loan Notes required to be purchased to fund any payment of
  premium required to be paid by the Relevant Borrower pursuant to any Eligible
  Hedge Agreement (subject to any applicable grace period set out in the
  Subordinated Note Purchase Agreement);(iv)
  
  the Put
  Counterparty fails to comply with any obligation by the Put Counterparty
  under the Put Agreement (subject to any applicable grace period set out in
  the Put Agreement);(v)
  
  there occurs
  any Servicer Termination Event;(vi)
  
  any Borrower
  Party fails to pay to the Collections Account on any Determination Date any
  amount received by it which is due to be paid to the Collections Account
  pursuant to the Operative Documents, within five (5) Business Days after
  the due date therefore; or  34


(l)Security:the
Collateral Trustee ceases to hold a first priority perfected security interest
in the Collateral (other than in relation to the Mortgages) provided that if
such failure is not due to an action or omission of the Relevant Borrower or
the Servicer such failure shall not have been remedied within thirty (30) days
after the Relevant Borrower receives written notice of same.  Provided always that any
event of default or termination event (howsoever described under any Lease
Agreement) shall not by itself constitute a Senior Event of Default and, for
the avoidance of doubt, any event of default or termination event (howsoever
described under any Lease Agreement) which directly or indirectly leads to the
occurrence of any Senior Event of Default shall (notwithstanding this proviso)
constitute a Senior Event of Default.  Acceleration  19.2On and at any time after the
occurrence of a Senior Event of Default which is continuing the Senior Agent
may, and shall if so directed by Majority Lenders, by notice to each of the
Relevant Borrowers:  (a)cancel the Total Commitments or,
as the case may be, the Additional Total Commitments whereupon they shall
immediately be cancelled; and/or  (b)declare that all or part of the
Senior Loan, together with accrued interest, and all other amounts accrued or
outstanding under the Operative Documents be immediately due and payable,
whereupon they shall become immediately due and payable; and/or  (c)declare that all or part of the
Senior Loan be payable on demand, whereupon they shall immediately become
payable on demand by the Senior Agent on the instructions of Majority Lenders.  Enforcement of Security  19.3On and at any time after the
occurrence of a Senior Event of Default which is continuing the Controlling
Party may direct the Senior Agent or the Collateral Trustee to:  (a)take such steps as the Controlling
Party considers necessary or desirable to preserve, protect and enforce the
rights of the Senior Finance Parties under the Operative Documents; and/or  (b)take such steps as the Collateral
Trustee considers necessary or desirable for the enforcement, protection and
preservation of the Security Interests constituted by the Security Documents.  20.CHANGES TO THE RELEVANT SENIOR LENDERS  Assignments and transfers
by the Relevant Senior Lenders  20.1Subject to this Clause 20, a
Relevant Senior Lender (the Existing Relevant Senior Lender) may:  (a)assign any of its rights; or  (b)transfer by novation any of its
rights and obligations,  35


to another bank
or financial institution or to a trust, fund or other entity which is regularly
engaged in or established for the purpose of making, purchasing or investing in
loans, securities or other financial assets (the New Relevant Senior Lender).  Provided always
that an Existing Relevant Senior Lender may not assign any of its rights or
transfer any of its rights and obligations to any New Relevant Senior Lender
who is a direct competitor of the AerCap Group or the holding company or any
affiliate of any direct competitor of the AerCap Group without the prior
written consent of the Put Counterparty. The Senior Agent will give written
notice to the Relevant Borrower of any proposed transfer or assignment by an
Existing Relevant Senior Lender no later than five (5) Business Days prior
to such transfer or assignment becomes effective (such notification to include
the full legal name, address and registered office of the proposed New Relevant
Senior Lender.  Conditions of assignment
or transfer  20.2(a)An assignment will only be effective on:  (i)
  
  receipt by the
  Senior Agent of written confirmation from a New Relevant Senior Lender that
  the New Relevant Senior Lender will assume the same obligations to the other
  Senior Finance Parties as it would have been under if it was an Original
  Senior Lender or, as the case may be, an Original Additional Senior Lender;
  and(ii)
  
  performance by
  the Senior Agent of all necessary know your customer or other similar checks
  under all applicable laws and regulations in relation to such assignment to a
  New Relevant Senior Lender, the completion of which the Senior Agent shall
  promptly notify to an Existing Relevant Senior Lender and a New Relevant
  Senior Lender.  (b)A transfer will only be effective
if the procedure set out in Clause 20.5 is complied with.  (c)If:  (i)
  
  a Relevant
  Senior Lender assigns or transfers any of its rights or obligations under the
  Operative Documents or changes its Facility Office; and(ii)
  
  as a result of
  circumstances existing at the date the assignment, transfer or change occurs,
  a Relevant Borrower would be obliged to make a payment to a New Relevant
  Senior Lender or a Relevant Senior Lender acting through its new Facility
  Office under Clause 9 or Clause 12.6,  then a New
Relevant Senior Lender or a Relevant Senior Lender acting through its new
Facility Office is only entitled to receive payment under those clauses to the
same extent as an Existing Relevant Senior Lender or a Relevant Senior Lender
acting through its previous Facility Office would have been if the assignment,
transfer or change had not occurred.  Assignment or transfer fee  20.3A New Relevant Senior Lender
shall, other than as expressly agreed between the relevant New Relevant Senior
Lender and the Senior Agent, on the date upon which an assignment or transfer
takes effect, pay to the Senior Agent (for its own account) a fee of United
States Dollars two thousand five hundred US$2,500.  36


Limitation of
responsibility of the Existing Relevant Senior Lenders  20.4(a)Unless expressly agreed to the
contrary, an Existing Relevant Senior Lender makes no representation or
warranty and assumes no responsibility to a New Relevant Senior Lender for:  (i)
  
  the legality,
  validity, effectiveness, adequacy or enforceability of the Operative
  Documents or any other documents;(ii)
  
  the financial
  condition of any Relevant Borrower;(iii)
  
  the performance
  and observance by any Relevant Borrower of its obligations under the
  Operative Documents or any other documents; or(iv)
  
  the accuracy of
  any statements (whether written or oral) made in or in connection with any
  Operative Document or any other document,(v)
  
  and any
  representations or warranties implied by law are excluded.  (b)Each New Relevant Senior Lender confirms to
an Existing Relevant Senior Lender and the other Senior Finance Parties that
it:  (i)
  
  has made (and
  shall continue to make) its own independent investigation and assessment of
  the financial condition and affairs of each Obligor and its related entities
  in connection with its participation in this Agreement and has not relied
  exclusively on any information provided to it by an Existing Relevant Senior
  Lender in connection with any Operative Document; and(ii)
  
  will continue
  to make its own independent appraisal of the creditworthiness of each Obligor
  and its related entities whilst any amount is or may be outstanding under the
  Operative Documents or any Commitment is in force.  (c)Nothing in any Operative Document obliges an
Existing Relevant Senior Lender to:  (i)
  
  accept a
  re-transfer from a New Relevant Senior Lender of any of the rights and
  obligations assigned or transferred under this Clause 20; or(ii)
  
  support any
  losses directly or indirectly incurred by a New Relevant Senior Lender by
  reason of the non-performance by the Relevant Borrower of its obligations
  under the Operative Documents or otherwise.  Procedure for transfer  20.5(a)Subject to the conditions set out
in Clause 20.2 a transfer is effected in accordance with sub-clause (c) below
when the Senior Agent executes an otherwise duly completed Transfer Certificate
delivered to it by an Existing Relevant Senior Lender and a New Relevant Senior
Lender. The Senior Agent shall, as soon as reasonably practicable after receipt
by it of a duly completed Transfer Certificate appearing on its face to comply
with the terms of this Agreement and delivered in accordance with the terms of
this Agreement, execute that Transfer Certificate.  (b)The Senior Agent shall only be obliged to
execute a Transfer Certificate delivered to it by an Existing Relevant Senior
Lender and a New Relevant Senior Lender once it is satisfied it has complied
with all necessary know your customer or other similar checks under all
applicable laws and regulations in relation to the transfer to such New
Relevant Senior Lender.  (c)On the Transfer Date:  37


(i)
  
  to the extent
  that in the Transfer Certificate an Existing Relevant Senior Lender seeks to
  transfer by novation its rights and obligations under the Operative Documents
  each Obligor and an Existing Relevant Senior Lender shall be released from
  further obligations towards one another under the Operative Documents and
  their respective rights against one another under the Operative Documents
  shall be cancelled (being the Discharged Rights and Obligations);(ii)
  
  each Obligor
  and New Relevant Senior Lender shall assume obligations towards one another
  and/or acquire rights against one another which differ from the Discharged
  Rights and Obligations only insofar as the Relevant Borrower and the New
  Relevant Senior Lender have assumed and/or acquired the same in place of the
  Relevant Borrower and the Existing Relevant Senior Lender;(iii)
  
  the Senior
  Agent, the Senior Arranger, the New Relevant Senior Lender and the other
  Relevant Senior Lenders shall acquire the same rights and assume the same
  obligations between themselves as they would have acquired and assumed had
  the New Relevant Senior Lender been an Original Lender with the rights and/or
  obligations acquired or assumed by it as a result of the transfer and to that
  extent the Senior Agent, the Senior Arranger and the Existing Relevant Senior
  Lender shall each be released from further obligations to each other under
  the Operative Documents;(iv)
  
  a New Relevant
  Senior Lender shall become a Party as a Relevant Senior Lender; and(v)
  
  if the amount
  transferred, assigned, sub participated or otherwise transferred to a New
  Relevant Lender is less than EUR 50,000 (or such other amount as may be
  required from time to time by the Dutch Financial Supervision Act or implementing
  legislation), the New Relevant Senior Lender represents to the Borrower that
  it is a PMP (but only to the extent that it is a requirement under applicable
  law at that time that a Senior Lender be a PMP and the Borrower at that time
  is a Dutch Borrower).  Copy of Transfer
Certificate to Borrower  20.6The Senior Agent shall, as soon as reasonably practicable after it has
executed a Transfer Certificate, send to the Relevant Borrower a copy of that
Transfer Certificate.  Disclosure of information  20.7Any Relevant Senior Lender may
disclose to any of its Affiliates and any other person:  (a)to (or through) whom that Relevant
Senior Lender assigns or transfers (or may potentially assign or transfer) all
or any of its rights and obligations under this Agreement;  (b)with (or through) whom that
Relevant Senior Lender enters into (or may potentially enter into) any sub
participation in relation to, or any other transaction under which payments are
to be made by reference to, this Agreement or the Relevant Borrower; or  (c)to whom, and to the extent that,
information is required to be disclosed by any applicable law or regulation,  any information
about any Obligor and the Operative Documents as that Relevant Senior Lender
shall consider appropriate if, in relation to sub-clause (a) and (b) above,  38


the person to
whom the information is to be given has entered into a confidentiality
undertaking acceptable to the Senior Agent.  21.ROLE OF THE SENIOR ARRANGER AND THE SENIOR AGENT  Appointment of the Senior Agent  21.1(a)Each other Senior Finance Party
appoints the Senior Agent to act as its agent under and in connection with the
Operative Documents.  (b)Each other Senior Finance Party authorises
the Senior Agent to exercise the rights, powers, authorities and discretions
specifically given to the Senior Agent under or in connection with the
Operative Documents together with any other incidental rights, powers,
authorities and discretions.  Duties of the Senior Agent  21.2(a)The Senior Agent shall promptly
forward to a Party the original or a copy of any document which is delivered to
the Senior Agent for that Party by any other Party.  (b)Except where an Operative Document
specifically provides otherwise, the Senior Agent is not obliged to review or
check the adequacy, accuracy or completeness of any document it forwards to
another Party.  (c)If the Senior Agent receives notice from a
Party referring to this Agreement, describing a Senior Default and stating that
the circumstance described is a Senior Default, it shall promptly notify the
Senior Finance Parties.  (d)If the Senior Agent is aware of the non
payment of any principal, interest, commitment fee or other fee payable to a
Senior Finance Party (other than the Senior Agent or the Senior Arranger) under
this Agreement it shall promptly notify the other Senior Finance Parties.  (e)The Senior Agents duties under the Operative
Documents are solely mechanical and administrative in nature.  Role of the Senior
Arranger  21.3Except as specifically provided in the Operative Documents, the Senior
Arranger has no obligations of any kind to any other Party under or in
connection with any Operative Document.  No fiduciary duties  21.4(a)Nothing in this Agreement
constitutes the Senior Agent or the Senior Arranger as a trustee or fiduciary
of any other person.  (b)Neither the Senior Agent nor the Senior
Arranger shall be bound to account to any Relevant Senior Lender for any sum or
the profit element of any sum received by it for its own account.  39


Rights as a Relevant
Senior Lender  21.5If it is also a Relevant Senior Lender, each of the Senior Arranger,
the Liquidity Facility Provider and the Senior Agent has the same rights and
powers under this Agreement as any other Relevant Senior Lender and may
exercise those rights as though it were not also the Senior Agent or the Senior
Arranger.  Rights and discretions of
the Senior Agent  21.6(a)The Senior Agent may rely on:  (i)
  
  any
  representation, notice or document believed by it to be genuine, correct and
  appropriately authorised; and(ii)
  
  any statement
  made by a director, authorised signatory or employee of any person regarding
  any matters which may reasonably be assumed to be within his knowledge or within
  his power to verify.  (b)The Senior Agent may assume
(unless it has received notice to the contrary in its capacity as agent for the
Relevant Senior Lenders) that:  (i)
  
  no Senior
  Default has occurred (unless it has actual knowledge of a Senior Default
  arising under Clause 19.1(a) (Non
  payment)); and(ii)
  
  any right,
  power, authority or discretion vested in any Party or the Majority Lenders
  has not been exercised.  (c)The Senior Agent may engage, pay for and rely
on the advice or services of any lawyers, accountants, surveyors or other
experts.  (d)The Senior Agent may act in relation to the
Operative Documents through its personnel and agents.  (e)The Senior Agent may disclose to any other
Party any information it reasonably believes it has received as agent under
this Agreement.  (f)Notwithstanding any other provision of any
Operative Document to the contrary, neither the Senior Agent nor the Senior
Arranger is obliged to do or omit to do anything if it would or might in its
reasonable opinion constitute a breach of any law or regulation or a breach of
a fiduciary duty or duty of confidentiality.  Controlling Partys
instructions  21.7(a)Unless a contrary indication
appears in an Operative Document, the Senior Agent shall:  (i)
  
  exercise any
  right, power, authority or discretion vested in it as the Senior Agent in
  accordance with any instructions given to it by the Controlling Party (or, if
  so instructed by the Controlling Party, refrain from exercising any right,
  power, authority or discretion vested in it as the Senior Agent); and(ii)
  
  not be liable
  for any act (or omission) if it acts (or refrains from taking any action) in
  accordance with an instruction of the Controlling Party.  (b)Unless a contrary indication appears in an Operative
Document, any instructions given by the Controlling Party will be binding on
all the Senior Finance Parties.  (c)The Senior Agent may refrain from acting in
accordance with the instructions of the Controlling Party (or, if appropriate,
the Relevant Senior Lenders) until it has received  40


such security as
it may require for any cost, loss or liability (together with any associated
VAT) which it may incur in complying with the instructions.  (d)In the absence of instructions from the
Controlling Party, (or, if appropriate, the Relevant Senior Lenders) the Senior
Agent may act (or refrain from taking action) as it considers to be in the best
interest of the Relevant Senior Lenders.  (e)The Senior Agent is not authorised to act on
behalf of a Relevant Senior Lender (without first obtaining the Relevant Senior
Lenders consent) in any legal or arbitration proceedings relating to any
Operative Document.  Responsibility for
documentation  21.8Neither the Senior Agent nor the Senior
Arranger:  (a)is responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Senior Agent, the Senior
Arranger, an Obligor or any other person given in or in connection with any
Operative Document; or  (b)is responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Operative Document or any other agreement, arrangement or
document entered into, made or executed in anticipation of or in connection
with any Operative Document.  Exclusion of liability  21.9(a)Without limiting Clause 21.9(c) below,
the Senior Agent will not be liable for any action taken by it under or in
connection with any Operative Document, unless directly caused by its gross
negligence or wilful misconduct.  (b)No Party (other than the Senior Agent) may
take any proceedings against any officer, employee or agent of the Senior Agent
in respect of any claim it might have against the Senior Agent or in respect of
any act or omission of any kind by that officer, employee or agent in relation
to any Operative Document and any officer, employee or agent of the Senior
Agent may rely on this clause.  (c)The Senior Agent will not be liable for any
delay (or any related consequences) in crediting an account with an amount
required under the Operative Documents to be paid by the Senior Agent if the
Senior Agent has taken all necessary steps as soon as reasonably practicable to
comply with the regulations or operating procedures of any recognised clearing
or settlement system used by the Senior Agent for that purpose.  Relevant Senior Lenders
indemnity to the Senior Agent  21.10Each Relevant Senior Lender shall (in proportion to its share of the
Senior Loan) indemnify the Senior Agent, within three (3) Business Days of
demand, against any cost, loss or liability incurred by the Senior Agent
(otherwise than by reason of the Senior Agents gross negligence or wilful
misconduct) in acting as the Senior Agent under the Operative Documents (unless
the Senior Agent has been reimbursed by the Relevant Borrower pursuant to an
Operative Document), provided that, to the extent the Relevant Senior Lenders
have paid any amount to the Senior Agent pursuant to this clause and the Senior
Agent subsequently recovers any amount from the Relevant Borrower or any other
party in respect of such amount paid to the Senior Agent by the  41


Relevant Senior Lenders, the
Senior Agent shall pay to each Relevant Senior Lender in the proportion
described above, such amount subsequently received.  Resignation of the Senior
Agent  21.11(a)The Senior Agent may resign and
appoint one of its Affiliates as successor by giving notice to the other Senior
Finance Parties and the Relevant Borrower.  (b)Alternatively the Senior Agent may resign by
giving notice to the other Senior Finance Parties and the Relevant Borrower, in
which case the Majority Lenders (after consultation with the Relevant Borrower)
may appoint a successor Senior Agent.  (c)If the Majority Lenders have not appointed a
successor Senior Agent in accordance with paragraph (b) within thirty (30)
days after notice of resignation was given, the Senior Agent (after
consultation with the Relevant Borrower) may appoint a successor Senior Agent.  (d)The retiring Senior Agent shall, at its own
cost, make available to the successor Senior Agent such documents and records
and provide such assistance as the successor Senior Agent may reasonably
request for the purposes of performing its functions as the Senior Agent under
the Operative Documents.  (e)The Senior Agents resignation notice shall
only take effect upon the appointment of a successor.  (f)Upon the appointment of a successor, the
retiring Senior Agent shall be discharged from any further obligation in
respect of the Operative Documents but shall remain entitled to the benefit of
this Clause 21. Its successor and each of the other Parties shall have the same
rights and obligations amongst themselves as they would have had if such
successor had been an original Party.  (g)After consultation with the Relevant
Borrower, the Majority Lenders may, by notice to the Senior Agent, require it
to resign in accordance with paragraph (b). In this event, the Senior Agent
shall resign in accordance with paragraph (b).  Confidentiality  21.12(a)In acting as agent for the Senior
Finance Parties, the Senior Agent shall be regarded as acting through its
agency division which shall be treated as a separate entity from any other of
its divisions or departments.  (b)If information is received by another
division or department of the Senior Agent, it may be treated as confidential
to that division or department and the Senior Agent shall not be deemed to have
notice of it.  Relationship with the
Relevant Senior Lenders  21.13The Senior Agent may treat each Relevant Senior Lender as a Relevant
Senior Lender, entitled to payments under this Agreement and acting through its
Facility Office unless it has received not less than five (5) Business
Days prior notice from that Relevant Senior Lender to the contrary in
accordance with the terms of this Agreement.  42


Credit appraisal by the
Relevant Senior Lenders  21.14Without affecting the responsibility of any
Obligor for information supplied by it or on its behalf in connection with any
Operative Document, each Relevant Senior Lender confirms to the Senior Agent
and the Senior Arranger that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising
under or in connection with any Operative Document including:  (a)the financial condition, status
and nature of the Relevant Borrower;  (b)the legality, validity,
effectiveness, adequacy or enforceability of any Operative Document and any
other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Operative Document;  (c)whether that Relevant Senior Lender
has recourse, and the nature and extent of that recourse, against any Party or
any of its respective assets under or in connection with any Operative
Document, the transactions contemplated by the Operative Documents or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Operative Document; and  (d)the adequacy, accuracy and/or
completeness of any information provided by the Senior Agent, any Party or by
any other person under or in connection with any Operative Document, the
transactions contemplated by the Operative Documents or any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Operative Document.  Reference Banks  21.15If a Reference Bank (or, if a Reference Bank is not a Relevant Senior
Lender, the Relevant Senior Lender of which it is an Affiliate) ceases to be a
Relevant Senior Lender, the Senior Agent shall (in consultation with the
Relevant Borrower) appoint another Relevant Senior Lender or an Affiliate of a
Relevant Senior Lender to replace that Reference Bank.  Senior Agents management
time  21.16Any amount payable to the Senior Agent under Clause 14.4 (Indemnity to the Senior Agent), Clause 16
(Costs and expenses) and Clause
21.10 (Relevant Senior Lenders indemnity to
the Senior Agent) shall to the extent a Senior Event of Default has
occurred and is continuing, include the cost of utilising the Senior Agents
management time or other resources, and will be calculated on the basis of such
reasonable daily or hourly rates as the Senior Agent may notify to the Relevant
Borrower and the Beneficiaries, following prior agreement by two thirds
(2/3rds) of the Relevant Senior Lenders, and is in addition to any fee paid or
payable to the Senior Agent under Clause 10 (Fees).  Deduction from amounts
payable by the Senior Agent  21.17If any Party owes an amount to the Senior Agent under the Operative
Documents the Senior Agent may, after giving notice to that Party, deduct an
amount not exceeding that amount from any payment to that Party which the
Senior Agent would otherwise be obliged to make under the Operative Documents
and apply the amount deducted in or  43


towards satisfaction of the
amount owed. For the purposes of the Operative Documents that Party shall be
regarded as having received any amount so deducted.  Calculation of Values  21.18Prior to or in respect of any sale of a Financed Aircraft (including
any sale of any Financed Aircraft pursuant to a Put Agreement), the Senior
Agent shall calculate:  (a)the Further Subsequent Half-Life
Appraised Values; and  (b)the Further Adjusted Subsequent
Appraised Value,  in respect of
those Financed Aircraft remaining following such sale in order to allow the
Senior Agent to determine whether the Further Adjusted Appraised Value of such
Financed Aircraft after such sale would be above, below or equal to the Further
Subsequent Half-Life Appraised Value of such Financed Aircraft.  22.CONDUCT OF BUSINESS BY THE SENIOR FINANCE PARTIES  No provision of this
Agreement will:  (a)interfere with the right of any
Senior Finance Party to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit;  (b)oblige any Senior Finance Party to
investigate or claim any credit, relief, remission or repayment available to it
or the extent, order and manner of any claim; or  (c)oblige any Senior Finance Party to
disclose any information relating to its affairs (tax or otherwise) or any
computations in respect of Tax.  23.SHARING AMONG THE SENIOR FINANCE PARTIES  Payments to Senior Finance
Parties  23.1If a Senior Finance Party (a Recovering Finance Party)
receives or recovers any amount from an Obligor other than in accordance with
Clause 24 (Payment mechanics) and
applies that amount to a payment due under the Operative Documents then:  (a)the Recovering Finance Party
shall, within three (3) Business Days, notify details of the receipt or
recovery, to the Senior Agent;  (b)the Senior Agent shall determine
whether the receipt or recovery is in excess of the amount the Recovering
Finance Party would have been paid had the receipt or recovery been received or
made by the Senior Agent and distributed in accordance with Clause 24 (Payment mechanics) and the DPP, without taking account of
any Tax which would be imposed on the Agent in relation to the receipt,
recovery or distribution; and  (c)the Recovering Finance Party
shall, within three (3) Business Days of demand by the Senior Agent, pay
to the Senior Agent an amount (the Sharing
Payment) equal to such receipt or recovery less any amount which
the Senior Agent determines may be retained by the Recovering Finance Party as
its share of any payment to be made, in accordance with the DPP.  44


Redistribution of payments  23.2The Senior Agent shall treat the Sharing Payment as if it had been paid
by the relevant Obligor and distribute it between the Senior Finance Parties
(other than the Recovering Finance Party) in accordance with the DPP.  Recovering Finance Partys
rights  23.3(a)On a distribution by the Agent
under Clause 23.2 (Redistribution of payments), the Recovering Finance Party
will be subrogated to the rights of the Finance Parties which have shared in
the redistribution.  (b)If and to the extent that the Recovering
Finance Party is not able to rely on its rights under paragraph (a) above,
the relevant Obligor shall be liable to the Recovering Finance Party for a debt
equal to the Sharing Payment which is immediately due and payable.  Reversal of redistribution  23.4If any part of the Sharing Payment received or recovered by a
Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:  (a)each Senior Finance Party which
has received a share of the relevant Sharing Payment pursuant to Clause 27.2
(Redistribution of payments) shall, upon request of the Senior Agent, pay to
the Senior Agent for account of that Recovering Finance Party an amount equal
to the appropriate part of its share of the Sharing Payment (together with an
amount as is necessary to reimburse that Recovering Finance Party for its
proportion of any interest on the Sharing Payment which that Recovering Finance
Party is required to pay); and  (b)that Recovering Finance Partys
rights of subrogation in respect of any reimbursement shall be cancelled and
the relevant Obligor will be liable to the reimbursing Senior Finance Party for
the amount so reimbursed.  Exceptions  23.5(a)This Clause 23 shall not apply to the extent
that the Recovering Finance Party would not, after making any payment pursuant
to this clause, have a valid and enforceable claim against the relevant
Obligor.  (b)A Recovering Finance Party is not
obliged to share with any other Senior Finance Party any amount which the
Recovering Finance Party has received or recovered as a result of taking legal
or arbitration proceedings, if:  (i)
  
  it notified
  that other Senior Finance Party of the legal or arbitration proceedings; and(ii)
  
  that other
  Senior Finance Party had an opportunity to participate in those legal or
  arbitration proceedings but did not do so as soon as reasonably practicable
  having received notice and did not take separate legal or arbitration
  proceedings.  24.PAYMENT MECHANICS  Payments to the Senior
Agent  24.1(a)On each date on which a Relevant Borrower or
a Relevant Senior Lender is required to make a payment under an Operative
Document, the Relevant Borrower or the Relevant Senior Lender shall make the
same available to the Senior Agent (unless a contrary  45


indication
appears in an Operative Document) for value on the due date at the time and in
such funds specified by the Senior Agent as being customary at the time for
settlement of transactions in the relevant currency in the place of payment.  (b)Payment shall be made to such
account in the principal financial centre of the country of that currency with
such bank as the Senior Agent specifies.  Distributions by the
Senior Agent  24.2Each payment received by the
Senior Agent under the Operative Documents for another Party shall, subject to
Clause 24.3(Distributions to the Relevant Borrower)and Clause 24.4 (Clawback)be made available by the Senior Agent as soon as practicable after
receipt to the Party entitled to receive payment in accordance with this
Agreement (in the case of a Relevant Senior Lender, for the account of its
Facility Office), to such account as that Party may notify to the Senior Agent
by not less than five (5) Business Days notice with a bank in the
principal financial centre of the country of that currency.  Distributions to the
Relevant Borrower  24.3The Senior Agent may apply any amount received by it for the Relevant
Borrower in or towards payment (on the date and in the currency and funds of
receipt) of any amount due from the Relevant Borrower under the Operative
Documents or in or towards purchase of any amount of any currency to be so applied.  Clawback  24.4(a)Where a sum is to be paid to the
Senior Agent under the Operative Documents for another Party, the Senior Agent
is not obliged to pay that sum to that other Party (or to enter into or perform
any related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum.  (b)If the Senior Agent pays an amount
to another Party and it proves to be the case that the Senior Agent had not
actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid by the Senior Agent shall
on demand refund the same to the Senior Agent together with interest on that
amount from the date of payment to the date of receipt by the Senior Agent, calculated
by the Senior Agent to reflect its cost of funds.  No set-off by Obligors  24.5All payments to be made by each Relevant Borrower under the Operative
Documents shall be calculated and be made without (and free and clear of any
deduction for) set-off or counterclaim.  Business Days  24.6(a)Any payment which is due to be made on a day
that is not a Business Day shall be made on the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is
not).  (b)During any extension of the due
date for payment of any principal or Unpaid Sum under this Agreement interest
is payable on the principal or Unpaid Sum at the rate payable on the original
due date.  46


Currency
of account  24.7(a)Subject to Clause 24.7(b) and (c),
Dollars is the currency of account and payment for any sum due from the
Relevant Borrower under any Operative Document.  (b)Each payment in respect of costs,
expenses or Taxes shall be made in the currency in which the costs, expenses or
Taxes are incurred.  (c)Any amount expressed to be payable
in a currency other than Dollars shall be paid in that other currency.  Change of currency  24.8(a)Unless otherwise prohibited by law, if more
than one currency or currency unit are at the same time recognised by the
central bank of any country as the lawful currency of that country, then:  (i)
  
  any reference
  in the Operative Documents to, and any obligations arising under the
  Operative Documents in, the currency of that country shall be translated
  into, or paid in, the currency or currency unit of that country designated by
  the Senior Agent (after consultation with the Relevant Borrower); and(ii)
  
  any translation
  from one currency or currency unit to another shall be at the official rate
  of exchange recognised by the central bank for the conversion of that
  currency or currency unit into the other, rounded up or down by the Senior
  Agent (acting reasonably).  (b)If a change in any currency of a
country occurs, this Agreement will, to the extent the Senior Agent (acting
reasonably and after consultation with the Relevant Borrower) specifies to be
necessary, be amended to comply with any generally accepted conventions and
market practice in the Relevant Interbank Market and otherwise to reflect the
change in currency.  25.SET-OFF  A Senior Finance Party
(other than the Liquidity Facility Provider) may in circumstances where a
Senior Event of Default has occurred and is continuing set off any matured
obligation due from the Relevant Borrower under the Operative Documents (to the
extent beneficially owned by that Senior Finance Party) against any obligation
(whether or not matured) owed by that Senior Finance Party to the Relevant
Borrower, regardless of the place of payment, booking branch or currency of
either obligation. If the obligations are in different currencies, the Senior
Finance Party may convert either obligation at a market rate of exchange in its
usual course of business for the purpose of the set-off.  26.PARTIAL INVALIDITY  If, at any time, any
provision of the Operative Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.  47


27.REMEDIES AND WAIVERS  No failure to exercise, nor
any delay in exercising, on the part of any Senior Finance Party, any right or
remedy under the Operative Documents shall operate as a waiver, nor shall any
single or partial exercise of any right or remedy prevent any further or other exercise
or the exercise of any other right or remedy. The rights and remedies provided
in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.  28.COUNTERPARTS  Each Operative Document may
be executed in any number of counterparts, and this has the same effect as if
the signatures on the counterparts were on a single copy of the Operative
Document.  29.THIRD PARTY RIGHTS  29.1Unless expressly provided to the
contrary in an Operative Document a person who is not a party to an Operative
Document may not enforce any of its terms under the Contracts (Rights of Third
Parties) Act 1999 (the Third
Parties Act).  29.2Notwithstanding any term of any
Operative Document, the consent of any third party is not required to rescind,
vary, amend or terminate an Operative Document at any time.  30.GOVERNING LAW  This Agreement is governed
by, and construed in accordance with, English law.  31.ENFORCEMENT  Jurisdiction  31.1(a)For the benefit of each Senior Finance Party,
the Relevant Borrower agrees that the courts of England are (subject to
sub-clause (d) below) to have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Agreement (including a dispute
regarding the existence, validity or termination of this Agreement and claims
for set-off and counterclaim) (a Dispute)
and for such purposes the Relevant Borrower irrevocably submits to the
jurisdiction of the English courts.  (b)The Parties agree that the courts
of England are the most appropriate and convenient courts to settle Disputes
and accordingly no Party will argue to the contrary.  (c)This Clause 31.1 is for the
benefit of the Senior Finance Parties only. As a result, no Senior Finance
Party shall be prevented from taking proceedings relating to a Dispute in any
other courts with jurisdiction and the Relevant Borrower irrevocably submits to
the jurisdiction of any such court. To the extent allowed by law, the Senior
Finance Parties may take concurrent proceedings in any number of jurisdictions.  (d)A judgment or order in connection
with an Operative Document of any court referred to in this Clause 31.1 is
conclusive and binding on the Relevant Borrower and may be enforced against it
in the courts of any other jurisdiction.  Service of process  31.2Each Relevant Borrower irrevocably
consents to service of process or any other documents in connection with
proceedings in any court by facsimile transmission, personal service, delivery
at any address specified in this Agreement or any other usual  48


address, mail or in any
other manner permitted by English law, the law of the place of service or the
law of the jurisdiction where proceedings are instituted.  Agent for service of
process  31.3Each Relevant Borrower shall at
all times maintain an agent for service of process and any other documents in
proceedings in England or any other proceedings in connection with this
Agreement. Such agent shall be:  Name:
  
  LPA Process Limited
  (registered in England with company number 6439736) at its registered office
  for the time being);Attention:
  
  Managing
  Director  Any claim form,
judgment or other notice of legal process shall be sufficiently served on the
Relevant Borrower if delivered to such agent at its address for the time being.
The Relevant Borrower irrevocably undertakes not to revoke the authority of the
above agent and if, for any reason, the Senior Agent so requests, the Relevant
Borrower shall promptly appoint another such agent with an address in England
and advise the Senior Agent. If, following such a request, the Relevant
Borrower fails to appoint another agent, the Senior Agent shall be entitled to
appoint one on behalf of the Relevant Borrower at the expense of the Relevant
Borrower.  32.LIMITED RECOURSE  Limited Recourse  32.1Notwithstanding any other
provision of this Agreement or the other Operative Documents to the contrary,
and except as provided in the remaining provisions of this Clause 32.1:  (a)all amounts payable or expressed
to be payable to or for the account of the Finance Parties by the Relevant
Borrower in respect of the Relevant Borrowers obligations under this Agreement
and the other Operative Documents shall be payable by the Relevant Borrower
only from and to the extent of sums paid to or received or recovered by the
Relevant Borrower (or any person claiming through or on behalf of, or in place
of the Relevant Borrower, including without limitation the Collateral Trustee
as assignee, mortgagee or chargee and any liquidator, receiver, administrator,
administrative receiver, trustee or officer of, or creditor of, the Relevent
Borrower or any of its assets) from or out of the property comprised in the
Security Documents (including any proceeds of realisation or enforcement of any
of the Security Documents) (the Received
Sums);  (b)the Relevant Borrower shall not be
personally liable for such amounts which are so payable or expressed to be so
payable to or for the account of the Finance Parties, except to the extent that
the Relevant Borrower receives or recovers (and does not have to repay as
aforesaid) any of the Received Sums from any person and fails to pay the same
to the Finance Parties; and  (c)the Financing Parties agree to
look solely to the Received Sums for payments to be made by the Relevant
Borrower under this Agreement and the other Operative Documents, and shall not
otherwise take or pursue any judicial or other steps or proceedings or exercise
any other right or remedy that they might otherwise have against the Relevant
Borrower or any of its assets,  49


except for any proceedings: (i) in
connection with enforcement or exercise of the Security Interests; or (ii) to
obtain a declaratory or other similar judgment or order as to the obligations
of the Relevant Borrower expressed to be assumed hereunder or under any other
Transaction Document; or (iii) to claim or prove in (but not initiate) any
bankruptcy, insolvency, winding-up, liquidation, reorganisation, amalgamation,
or dissolution of the Relevant Borrower.  Non-Derogation  32.2The provisions of Clause 32.1
shall only limit the personal liability of the Relevant Borrower for the
discharge of its monetary obligations under the Operative Documents, and shall
not limit or restrict in any way the accrual of interest (including default
interest) on any unpaid amount (although the limitations as to the personal
liability of the Relevant Borrower shall apply to such interest) or derogate
from or otherwise limit the rights of enforcement, recovery, realisation and
application by the Finance Parties under and pursuant to the Security
Documents.  Applicable Circumstance  32.3(a)The Relevant Borrower shall be personally and
fully liable for, and shall indemnify each of the Finance Parties against, any
Losses incurred by the Finance Parties as a result of the occurrence of any
Applicable Circumstance, and each Finance Party shall be at liberty to pursue
all of its rights and remedies against the Relevant Borrower and all of its
assets for any such Loss without restriction in the event of any such
circumstance.  (b)For the purposes of this Clause
32.3, Applicable Circumstance means any the following:  (i)
  
  the fraudulent
  or wilful misconduct or negligence of
  the Relevant Borrower with respect to the transactions contemplated by, or
  the performance of any of its obligations under, any of the Operative
  Documents to which it is a party; or(ii)
  
  any
  representation or warranty or statement as to matters of fact made or given by
  the Relevant Borrower to any Finance Party in any Operative Document to which
  it is a party being incorrect in any material respect on the date made or
  given; or(iii)
  
  any breach by
  the Relevant Borrower of any of its covenants contained in Clause 18.3 (Special Purpose Undertakings) or Clause
  18.4 (Negative Pledge) or
  Clause 18.12(Terms of Leasing).  Full Recourse Obligations  32.4The limitation on personal liability contained in Clause 32.1 shall not
apply, and the Senior Finance Parties may have recourse against the Relevant
Borrower and all of its assets without any limitation:  (a)in respect of any Losses suffered
or incurred by the Senior Finance Parties as a result of the occurrence of:  (i)
  
  the fraudulent
  or wilful misconduct or gross negligence of the Relevant Borrower with
  respect to the performance of any of its obligations under this Agreement or
  any of the other Operative Documents to which it is a party; or  50


(ii)
  
  any
  representation or warranty or statement as to matters of fact made or given
  by the Relevant Borrower to the Relevant Senior Lenders in this Agreement or
  any of the other Operative Documents to which it is a party being incorrect
  in any material respect on the date made or given or;(iii)
  
  any breach or
  non-performance by the Relevant Borrower or any of its covenants contained in
  clauses 18.1, 18.2, 18.3 or 18.4; and  (b)to the extent that the Relevant
Borrower receives or recovers any Available Collections or Applicable Proceeds
from any person and fails to pay the same when due to the Senior Finance
Parties in accordance with the Operative Documents,  and the Relevant
Borrower shall be fully and personally liable for all amounts referred to in
the foregoing paragraphs.  IN WITNESS whereof the Parties have signed this
Agreement on the date shown at the beginning of this Agreement.  The Borrower  EXECUTEDby
  )AERCAPDUTCH AIRCRAFT
  )LEASING I B.V.
  )acting by:
  )in the presence of:
  )The Additional BorrowerEXECUTED by
  )AZZURRO AIRCRAFT LEASING
  LIMITED
  )acting by:
  )in the presence of:
  )The Senior Arranger and Senior AgentEXECUTEDby
  )CALYON
  )acting by:
  )in the presence of:
  )The Collateral TrusteeEXECUTEDby
  )CALYON
  )acting by:
  )in the presence of:
  )  51


The Relevant Senior LendersEXECUTEDby
  )CAYLON
  )acting by:
  )in the presence of:
  )EXECUTEDby
  )ALLIED IRISH BANKS PLC
  )acting by:
  )in the presence of:
  )EXECUTEDby
  )DVB BANK  AG
  )acting by:
  )in the presence of:
  )EXECUTEDby
  )DEKABANK DEUTSCHE
  )GIROZENTRALE
  )acting by:
  )in the presence of:
  )EXECUTEDby
  )HSH NORDBANK AG
  )acting by:
  )in the presence of:
  )EXECUTEDby
  )KfW
  )acting by:
  )in the presence of:
  )EXECUTEDby
  )NATIONAL CITY BANK
  )acting by:
  )in the presence of:
  )  52