Exhibit 10.16


 


EXECUTION VERSION


 


 




 





 


AMENDED
AND RESTATED TRUST INDENTURE


 


 


dated
as of May 8, 2007


 


 


among


 


 


AIRCRAFT
LEASE SECURITISATION LIMITED,

as the Issuer


 


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,

as the Cash Manager, Operating Bank and Trustee


 


 


CALYON,

as Initial Primary Liquidity Facility Provider


 


 


and


 


 




MBIA INSURANCE CORPORATION,

as the Policy Provider


 


 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  2

  
	
  Section 1.02

  	
  Rules of Construction

  	
  34

  
	
  Section 1.03

  	
  Compliance Certificates and
  Opinions

  	
  35

  
	
  Section 1.04

  	
  Acts of Holders

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  THE NOTES

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Authorized Amount; Terms; Form;
  Execution and Delivery

  	
  37

  
	
  Section 2.02

  	
  Restrictive Legends

  	
  40

  
	
  Section 2.03

  	
  Registrar and Paying Agent

  	
  42

  
	
  Section 2.04

  	
  Paying Agent to Hold Money in Trust

  	
  43

  
	
  Section 2.05

  	
  Method of Payment

  	
  43

  
	
  Section 2.06

  	
  Minimum Denomination

  	
  44

  
	
  Section 2.07

  	
  Transfer and Exchange; Cancellation

  	
  44

  
	
  Section 2.08

  	
  Mutilated, Destroyed, Lost or
  Stolen Notes

  	
  46

  
	
  Section 2.09

  	
  Payments of Transfer Taxes

  	
  46

  
	
  Section 2.10

  	
  Refinancing of Class G Notes

  	
  46

  
	
  Section 2.11

  	
  Additional Notes

  	
  49

  
	
  Section 2.12

  	
  Delivery of Remaining New Aircraft

  	
  50

  
	
  Section 2.13

  	
  Special Transfer Provisions

  	
  51

  
	
  Section 2.14

  	
  Temporary Definitive Notes

  	
  53

  
	
  Section 2.15

  	
  Statements to Holders

  	
  53

  
	
  Section 2.16

  	
  CUSIP, CCN and ISIN Numbers

  	
  55

  
	
  Section 2.17

  	
  Holder Representations and
  Covenants

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  ACCOUNTS;
  PRIORITY OF PAYMENTS

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Accounts

  	
  55

  
	
  Section 3.02

  	
  Investments of Cash

  	
  60

  
	
  Section 3.03

  	
  Closing Date Deposits, Withdrawals
  and Transfers

  	
  62

  
	
  Section 3.04

  	
  Interim Deposits, Transfers and
  Withdrawals

  	
  63

  
	
  Section 3.05

  	
  Withdrawals and Transfers Relating
  to the Acquisition of Aircraft

  	
  64

  
	
  Section 3.06

  	
  Interim Deposits and Withdrawals
  for Aircraft Sales

  	
  65

  
	
  Section 3.07

  	
  Calculation Date Calculations

  	
  65

  
	
  Section 3.08

  	
  Payment Date First Step Withdrawals
  and Transfers

  	
  69

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 3.09

  	
  Payment Date Second Step
  Withdrawals

  	
  69

  
	
  Section 3.10

  	
  Allocations of Principal Payments
  Among Subclasses of the Notes

  	
  72

  
	
  Section 3.11

  	
  Certain Redemptions; Certain
  Premiums

  	
  73

  
	
  Section 3.12

  	
  Adjustment of Certain Factors and
  Balances

  	
  75

  
	
  Section 3.13

  	
  Eligible Credit Facilities

  	
  75

  
	
  Section 3.14

  	
  Initial Primary Liquidity Facility

  	
  75

  
	
  Section 3.15

  	
  The Policy

  	
  80

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DEFAULT AND
  REMEDIES

  	
  83

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Events of Default

  	
  83

  
	
  Section 4.02

  	
  Acceleration, Rescission and
  Annulment

  	
  85

  
	
  Section 4.03

  	
  Other Remedies

  	
  85

  
	
  Section 4.04

  	
  Limitation on Suits

  	
  85

  
	
  Section 4.05

  	
  Waiver of Existing Defaults

  	
  86

  
	
  Section 4.06

  	
  Restoration of Rights and Remedies

  	
  86

  
	
  Section 4.07

  	
  Remedies Cumulative

  	
  86

  
	
  Section 4.08

  	
  Authority of Courts Not Required

  	
  87

  
	
  Section 4.09

  	
  Rights of Holders to Receive
  Payment

  	
  87

  
	
  Section 4.10

  	
  Trustee May File Proofs of Claim

  	
  87

  
	
  Section 4.11

  	
  Undertaking for Costs

  	
  87

  
	
  Section 4.12

  	
  Remedies; Rights of Controlling
  Party

  	
  87

  
	
  Section 4.13

  	
  Purchase Rights of Holders

  	
  87

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
  88

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Representations and Warranties

  	
  88

  
	
  Section 5.02

  	
  General Covenants

  	
  90

  
	
  Section 5.03

  	
  Operating Covenants

  	
  101

  
	
  Section 5.04

  	
  Compliance Through Agents

  	
  105

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  THE TRUSTEE

  	
  106

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Acceptance of Trusts and Duties

  	
  106

  
	
  Section 6.02

  	
  Absence of Duties

  	
  106

  
	
  Section 6.03

  	
  Representations or Warranties

  	
  106

  
	
  Section 6.04

  	
  Reliance; Agents; Advice of Counsel

  	
  106

  
	
  Section 6.05

  	
  No Compensation from Holders

  	
  108

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 6.06

  	
  Notice of Defaults

  	
  108

  
	
  Section 6.07

  	
  May Hold Securities

  	
  108

  
	
  Section 6.08

  	
  Corporate Trustee Required;
  Eligibility

  	
  108

  
	
  Section 6.09

  	
  Disqualification of Trustee

  	
  108

  
	
  Section 6.10

  	
  Preferential Collection of Claims
  Against Issuer

  	
  109

  
	
  Section 6.11

  	
  Reports by the Issuer

  	
  109

  
	
  Section 6.12

  	
  Holder Lists

  	
  109

  
	
  Section 6.13

  	
  Preservation of Information;
  Communications to Holders

  	
  109

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  SUCCESSOR
  TRUSTEES

  	
  110

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Resignation and Removal of Trustee

  	
  110

  
	
  Section 7.02

  	
  Appointment of Successor

  	
  110

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  INDEMNITY

  	
  111

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Indemnity

  	
  111

  
	
  Section 8.02

  	
  Holders’ Indemnity

  	
  112

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  MODIFICATION

  	
  112

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Modification with Consent of
  Holders, the Policy Provider, the Initial Primary Liquidity Facility Provider

  	
  112

  
	
  Section 9.02

  	
  Modification Without Consent of
  Holders, Providers of Eligible Credit Facilities and the Policy Provider

  	
  113

  
	
  Section 9.03

  	
  Subordination and Priority of
  Payments

  	
  113

  
	
  Section 9.04

  	
  Execution of Amendments by Trustee

  	
  113

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  SUBORDINATION

  	
  114

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Subordination of the Securities and
  Other Subordinated Obligations

  	
  114

  
	
  Section 10.02

  	
  Rights of Subrogation

  	
  114

  
	
  Section 10.03

  	
  Further Assurances of Junior
  Representatives

  	
  115

  
	
  Section 10.04

  	
  Enforcement

  	
  115

  
	
  Section 10.05

  	
  Continued Effectiveness

  	
  115

  
	
  Section 10.06

  	
  Senior Claims and Junior Claims
  Unimpaired

  	
  115

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  DISCHARGE OF
  INDENTURE; DEFEASANCE

  	
  115

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Discharge of Liability on the
  Notes; Defeasance

  	
  115

  
	
  Section 11.02

  	
  Conditions to Defeasance

  	
  116

  
	
  Section 11.03

  	
  Application of Trust Money

  	
  117

  
	
  Section 11.04

  	
  Repayment to Issuer

  	
  117

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 11.05

  	
  Indemnity for Government
  Obligations and Corporate Obligations

  	
  117

  
	
  Section 11.06

  	
  Reinstatement

  	
  117

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  MISCELLANEOUS

  	
  118

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Right of Trustee to Perform

  	
  118

  
	
  Section 12.02

  	
  Waiver

  	
  118

  
	
  Section 12.03

  	
  Severability

  	
  118

  
	
  Section 12.04

  	
  Restrictions on Exercise of Certain
  Rights; Limited Recourse

  	
  118

  
	
  Section 12.05

  	
  Notices

  	
  119

  
	
  Section 12.06

  	
  Assignments; Third Party
  Beneficiary

  	
  121

  
	
  Section 12.07

  	
  Currency Conversion

  	
  121

  
	
  Section 12.08

  	
  Application to Court

  	
  122

  
	
  Section 12.09

  	
  Governing Law

  	
  122

  
	
  Section 12.10

  	
  Jurisdiction

  	
  122

  
	
  Section 12.11

  	
  Counterparts

  	
  123

  
	
  Section 12.12

  	
  Table of Contents, Headings, Etc

  	
  123

  
	
  Section 12.13

  	
  Compliance with Applicable
  Anti-Terrorism and Anti-Money Laundering Regulations

  	
  123

  



 


iv

















 


Schedules


 


	
  Schedule 1A

  	
  -

  	
  Initial Aircraft

  
	
  Schedule 1B

  	
  -

  	
  New Aircraft

  
	
  Schedule 2

  	
  -

  	
  Issuer Subsidiaries

  
	
  Schedule 3

  	
  -

  	
  Expected Target
  Principal Balance

  
	
  Schedule 4

  	
  -

  	
  [Reserved]

  
	
  Schedule 5

  	
  -

  	
  [Reserved]

  
	
  Schedule 6

  	
  -

  	
  [Reserved]

  
	
  Schedule 7

  	
  -

  	
  Current Leases –
  Current War Risk Coverage Amounts

  
	
  Schedule 8

  	
  -

  	
  Pool Factors

  



 


Exhibits


 


	
  Exhibit A-1

  	
  -

  	
  Form of Note for any
  subclass of Class G Notes that are Floating Rate Notes

  
	
  Exhibit A-2

  	
  -

  	
  Form of Note for any
  subclass of Class G Notes that are Fixed Rate Notes

  
	
  Exhibit B

  	
  -

  	
  Form of Note for any
  subclass of Class E Notes

  
	
  Exhibit C

  	
  -

  	
  Concentration Limits

  
	
  Exhibit D

  	
  -

  	
  Insurance Provisions

  
	
  Exhibit E

  	
  -

  	
  Form of Monthly Report
  to Each Noteholder

  
	
  Exhibit F

  	
  -

  	
  Form of Certificate of
  Transfer

  
	
  Exhibit G

  	
  -

  	
  Core Lease Provisions

  
	
  Exhibit H

  	
  -

  	
  Form of Policy

  



 


v

















 


This AMENDED AND RESTATED TRUST INDENTURE, dated as of
May 8, 2007 (this “Indenture”), is made among AIRCRAFT LEASE
SECURITISATION LIMITED, a special purpose public company incorporated with
limited liability in Jersey, Channel Islands (the “Issuer”), DEUTSCHE
BANK TRUST COMPANY AMERICAS, in its capacity as the Trustee under this
Indenture, in its capacity as Cash Manager and in its capacity as Operating
Bank, CALYON, a société anonyme organized under the laws of France (the “Initial
Primary Liquidity Facility Provider”) and MBIA INSURANCE CORPORATION, a New
York stock insurance company (the “Policy Provider”). Capitalized terms
used herein shall have the respective meanings set forth or referred to in
Article I hereto.


 


WHEREAS, the parties hereto (other than the Initial
Primary Liquidity Facility Provider) have previously entered into that certain
Trust Indenture dated as of September 15, 2005 (the “Original Indenture”)
pursuant to which Class G-1A Notes, Class G-2A Notes, Class C-1 Notes, Class
D-1 Notes and Class E-1 Notes (as such terms are defined in the Original
Indenture) were issued;


 


WHEREAS, the Issuer intends on the date hereof (the “Second
Closing Date”) to issue Class G-3 Notes and Class E-2 Notes (collectively,
the “Second Issuance Notes”) under (and as defined in) the Original
Indenture;


 


WHEREAS, the Issuer intends on the Second Closing Date
to (i) use a portion of the proceeds from the issuance of the Class G-3 Notes
to redeem in full all of the outstanding Class G-1A Notes, Class G-2A Notes,
Class C-1 Notes and Class D-1 Notes (such portion of the Class G-3 Notes shall
constitute “Refinancing Notes” under the Original Indenture and such
redemption shall constitute a “Refinancing” under the Original
Indenture), and (ii) use the remaining portion of the proceeds from the
issuance of the Class G-3 Notes, together with the issuance of the Class E-2
Notes, to finance the acquisition of ownership interests in respect of certain
additional aircraft (such portion of the Class G-3 Notes, together with the
Class E-2 Notes, shall constitute “Additional Notes” under the Original
Indenture);


 


WHEREAS, immediately upon the issuance of the Second
Issuance Notes as described in the above recitals, the parties hereto wish to
enter into this agreement to amend and restate the Original Indenture in its
entirety;


 


WHEREAS, each class of Notes issued on the Second
Closing Date shall be entitled to all of the benefits of this Indenture; and


 


WHEREAS, all the conditions and requirements necessary
to make this Indenture, when duly executed and delivered, a legal, valid and
binding instrument in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and to the execution and
delivery of this Indenture in the form and with the terms hereof have been in
all respects duly authorized.


 


NOW, THEREFORE, in consideration of the premises
herein and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is agreed among the parties that the Original
Indenture shall be amended and restated in its entirety as follows:


 

















 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


“Accrued Class G Interest” means, as of
any date of determination thereof, all amounts due and owing in respect of
accrued and unpaid interest on the Outstanding Principal Balance of the Class
G-3 Notes (less any Policy Drawings previously paid in respect of principal of
the Class G-3 Notes) at the then Applicable Rate of Interest for the Class G-3
Notes.


 


“Acquisition Agreements” means the Share
Purchase Agreement, the Second Share Purchase Agreement and any other
agreements pursuant to which Additional Aircraft (or related Aircraft Interest)
are acquired.


 


“Acquisition Date” means, with respect to any
Aircraft Interest (and the Aircraft subject to that Aircraft Interest), the “Closing
Date” as defined in the Second Share Purchase Agreement or “Closing Date”
or any comparable term in any other Acquisition Agreement.


 


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


 


“Additional Aircraft” means any aircraft and
any related engine acquired by any Issuer Group Member from a Seller or an
Affiliate of a Seller or (upon a Rating Agency Confirmation with respect
thereto) from any other Person after the Second Closing Date (other than any
New Aircraft) in accordance with the provisions hereof including after
obtaining the consent of the Policy Provider (unless the Policy Non-Consent
Event shall have occurred) and the Initial Primary Liquidity Facility Provider
(unless the Initial Primary Liquidity Facility Non-Consent Event shall have
occurred), excluding any such aircraft after it has been sold or disposed of by
way of a completed Aircraft Sale.


 


“Additional Aircraft Notes” means any Notes of
any subclass of Notes (including additional subclasses) issued pursuant to this
Indenture, the proceeds of which are used, in substantial part, to acquire
Additional Aircraft or corresponding Aircraft Interest.


 


“Additional Class E Notes” means any
Class E Notes issued by the Issuer under this Indenture from time to time
after the Second Closing Date in accordance with Sections 2.11 and
5.02(f)(viii).


 


“Additional Issuance” has the meaning given to
such term in Section 2.11(a).


 


2

















 


“Additional Lease” means, with respect to each
Additional Aircraft, each aircraft lease agreement, conditional sale agreement,
hire purchase agreement or other similar arrangement with respect to such
Additional Aircraft.


 


“Additional Notes” means Additional Aircraft
Notes and Conversion Notes.


 


“Adjusted Base Value” means, with respect to
any Aircraft on any Calculation Date, the average of the Base Values of such
Aircraft as determined by the Appraisals of such Aircraft delivered in
connection with the Relevant Appraisal with respect to such Calculation Date.


 


“Adjusted Portfolio Value” means, in respect of
any Payment Date, the aggregate sum of the “adjusted values” for all of
the Aircraft in the Portfolio on the Calculation Date preceding such Payment
Date, where the “adjusted value” for each Aircraft is the product of (a)
the Adjusted Base Value of such Aircraft on such Calculation Date and (b) the
quotient obtained by dividing the Depreciation Factor applicable to such
Aircraft on such Calculation Date by the Depreciation Factor applicable to such
Aircraft as of the date of the Relevant Appraisal with respect to such
Calculation Date.


 


“Administrative Agency Agreement” means the
Administrative Agency Agreement dated as of the Initial Closing Date among the
Primary Administrative Agent, the Financial Administrative Agent, the Issuer,
the Issuer Subsidiaries party thereto, the Trustee and the Security Trustee, as
amended by the Omnibus Agreement.


 


“Administrative Agent” means, collectively, the
Primary Administrative Agent and the Financial Administrative Agent.


 


“AerCap” means AerCap Holdings N.V.


 


“AerCap Entity” or “AerCap Entities” has
the meaning given to such term in Section 5.02(q)(i).


 


“AerCap Ireland” means AerCap Ireland Limited.


 


“Affiliate” has the meaning given to such term
in Section 5.02(b).


 


“Agreed Currency” has the meaning given to such
term in Section 12.07(a).


 


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


 


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


 


“Aircraft” means the Current Aircraft (or
related Aircraft Interest) and the Additional Aircraft (or related Aircraft
Interest).


 


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


 


“Aircraft Allocation Amount” with respect to
the New Aircraft means the amount for an Aircraft set forth in column IV of
Exhibit A of the Second Share Purchase Agreement or, with respect to any


 


3

















 


Additional Aircraft, the
meaning given to that or any comparable term in the Acquisition Agreement
pursuant to which such Aircraft is acquired by an Issuer Group Member. Any
Remaining New Aircraft Allocation Amount will be an Aircraft Allocation Amount.


 


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


 


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


 


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


 


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


 


“Aircraft Purchase Price” with respect to any
New Aircraft means the “Purchase Price” (under and as defined in
Section 2.2 of the Second Share Purchase Agreement) for the Company owning
such New Aircraft or, with respect to any Additional Aircraft, the meaning
given to that or any comparable term in the Acquisition Agreement pursuant to
which such Aircraft is acquired by an Issuer Group Member.


 


“Aircraft Sale” means any sale or other
disposition of any Aircraft, including by reason of such Aircraft suffering a
Total Loss.


 


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


 


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


 


“Annual Review” has the meaning given to such
term in Section 5.03(f)(iii).


 


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


 


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


 


“Applicable Procedures” means, with respect to
any transfer or exchange of Book-Entry Interests, the rules and procedures of
the Depositary, the Securities Depository, Euroclear or Clearstream and any of
their Participants and Indirect Participants that apply to such transfer or
exchange.


 


“Applicable Rate of Interest” means, with respect
to each subclass of Notes, as of any date of determination thereof, the
interest rate set forth in or determined in accordance with the terms of such
subclass of Notes.


 


“Applicable Regulations” has the meaning given
to such term in Section 12.13.


 


“Appraisal” means a desktop appraisal of the
Base Value of an Aircraft made pursuant to Section 5.03(c).


 


4

















 


“Appraiser” has the meaning set forth in
Section 5.03(c).


 


“Assumed Portfolio Value” means, in respect of
any Payment Date, the aggregate sum of the “assumed values” for all of
the Aircraft in the Portfolio on the Calculation Date preceding such Payment
Date, where the “assumed value” for each Aircraft is the product of (a)
the Initial Appraised Value of such Aircraft on such Calculation Date and (b)
the quotient obtained by dividing the Depreciation Factor applicable to such
Aircraft on such Calculation Date by the Depreciation Factor applicable to such
Aircraft on the Closing Date on which Notes were issued to finance the
acquisition of such Aircraft.


 


“Authorized Agent” means, with respect to the
Notes of any subclass, any authorized Paying Agent or Registrar for the Notes
of such subclass.


 


“Available Amount” means, with respect to the
Initial Primary Liquidity Facility, at any date of determination, subject to
the proviso contained in the first sentence of Section 3.14(g), an amount
equal to (a) the Maximum Commitment at such time, less (b) the aggregate
amount of each LF Drawing under the Initial Primary Liquidity Facility
outstanding at such time; provided that,
following a Downgrade Drawing, a Non-Extension Drawing or a Final Drawing under
the Initial Primary Liquidity Facility, the Available Amount shall be zero.


 


“Available Collections” means, as of the close
of business on any Calculation Date, amounts on deposit in the Collections
Account. The Available Collections with respect to any payment to be made
therefrom shall be determined after giving effect to all payments, if any,
having priority to such payment under Section 3.09.


 


“Avoidance Drawing” has the meaning given to
such term in Section 3.15(e).


 


“Avoided Payment” means any amount paid or
required to be paid in respect of the Class G-3 Notes to a holder of the
Class G-3 Notes which is voided under any applicable bankruptcy,
insolvency, receivership or similar law in an insolvency proceeding by or
against the Issuer, any Issuer Subsidiary, the Initial Primary Liquidity
Facility Provider or any other provider of an Eligible Credit Facility and, as
a result of such an avoidance event, the Trustee or any holder of the
Class G-3 Notes is required to return all or any portion of such Avoided
Payment made or to be made in respect of the Class G-3 Notes (including
any disgorgement from the holders of the Class G-3 Notes resulting from
any insolvency proceeding, whether such disgorgement is determined on a theory
of preferential conveyance or otherwise).


 


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


 


“Basic Terms Modification” has the meaning
given to such term in Section 9.01.


 


“Board” means the board of Directors of the
Issuer.


 


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


 


5

















 


“Book-Entry Interest” means an indirect
beneficial interest in a Global Note held through a corresponding Depositary
Interest and shown on, and transferred only through, records maintained in
book-entry form by the Securities Depository (with respect to the Participants)
and its Participants. References to Book-Entry Interests in a Global Note
should be understood to mean Book-Entry Interests in the Depositary Interest
issued with respect to such Global Note.


 


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


 


“Calculation Date” means the fifth Business Day
immediately preceding a Payment Date.


 


“Cape Town Convention”
means the Convention on International Interests in Mobile Equipment and its
Protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on
16 November 2001.


 


“Cash Collateral Account” means the Primary
Liquidity Reserve Account (if established) and each account related to an
Eligible Credit Facility established as an Account pursuant to
Section 3.01(m). The Issuer shall not be deemed a provider of an Eligible
Credit Facility with respect to any Cash Collateral Account.


 


“Cash Management Agreement” means the Cash
Management Agreement dated as of the Initial Closing Date among the Cash
Manager, the Trustee, the Security Trustee, the Issuer and the Issuer Subsidiaries
party thereto, as amended by the Omnibus Agreement.


 


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


 


“Certain Interest on Unpaid Interest” means
interest on accrued and unpaid interest on the Class G Notes, including,
without limitation, any interest accrued and unpaid which accrues after the
date on which such accrued and unpaid interest is paid by the Policy Provider
under the Policy, but excluding interest on interest in respect of which the
Policy Provider fails to make a payment under the Policy in accordance with the
terms of the Policy after a timely draw thereunder by the Trustee.


 


“Charitable Trust” means the charitable trust
established under the laws of Jersey, Channel Islands to beneficially own 95.1%
of the issued shares of the Issuer.


 


“Charitable Trustee” means the trustee of the
Charitable Trust.


 


“Class E Note Representative” means the
representative of the Holders of the Class E Notes selected by Holders of
a majority of the Outstanding Principal Balance of the Class E Notes,
initially AerCap Ireland.


 


6

















 


“Class E Notes” means, collectively, all
Notes designated as a subclass of Class E, including the Class E-1 Notes
issued prior to the Second Closing Date and the Second Issuance Notes so
designated (consisting of the Class E-2 Notes issued as of and after the
Second Closing Date), all Additional Notes, if any, so designated, and all
Notes, if any, issued in replacement or substitution therefor.


 


“Class E-1 Notes” means the Initial Notes
that are designated Class E-1 Notes with an initial Outstanding Principal
Balance of $439,596,667, and all Notes, if any, issued in replacement or
substitution therefor.


 


“Class E-2 Notes” means the Second
Issuance Notes that are designated Class E-2 Notes with an initial
Outstanding Principal Balance not to exceed $11,734,778, and all Notes, if any,
issued in replacement or substitution therefor.


 


“Class G Cash Collateral Event” has the meaning
given to such term in Section 3.01(m).


 


“Class G Note Target Price” means, as of
any date of determination thereof and with respect to any Aircraft, an amount
equal to the product of the Designated Percentage with respect to such Aircraft
and the then (determined after the intended application of Available
Collections (but without taking into account any Net Sale Proceeds from the
sale or disposition of such Aircraft) as of the next succeeding Payment Date)
aggregate Outstanding Principal Balance of the Class G Notes (less any
Policy Drawings previously paid in respect of principal of the Class G Notes).


 


“Class G Notes” means, collectively, all
Notes designated as a subclass of Class G, including the Second Issuance
Notes so designated (consisting of Class G-3 Notes issued as of the Second
Closing Date), all Additional Notes, if any, so designated, all Refinancing
Notes, if any, so designated and all Notes, if any, issued in replacement or
substitution therefor.


 


“Class G-3 Notes” means, collectively, the
Second Issuance Notes that are designated Class G-3 Notes with an initial
Outstanding Principal Balance not to exceed $1,660,000,000, and all Notes, if any,
issued in replacement or substitution therefor.


 


“Clearstream” means Clearstream Banking,
société anonyme, Luxembourg.


 


“Closing Date” means in the case of
(a) the Initial Notes and the Initial Aircraft, the Initial Closing Date
or, in the case of Initial Notes issued after the Initial Closing Date and
prior to the Second Closing Date, the applicable date of issuance of such
Notes, (b) the Second Issuance Notes and the New Aircraft, the Second Closing
Date or, in the case of Second Issuance Notes issued in connection with a
delivery of Remaining New Aircraft (other than the Second Issuance Notes), the
applicable date of issuance of such Notes (c) any Refinancing Notes or
Additional Notes, the relevant date of issuance of such Securities and (d) any
Additional Aircraft or Aircraft Conversion, the date of issuance of the
Additional Notes issued to finance the acquisition of such Additional Aircraft
or such Aircraft Conversion.


 


“Code” means the Internal Revenue Code of 1986
as amended.


 


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


 


“Collections” means without duplication
(a) Rental Payments and all other amounts received by any Issuer Group
Member pursuant to any Lease or Related Collateral Document, (b) amounts
transferred from any Cash Collateral Account to the Collections Account
pursuant to Section 3.01(m), (c) amounts received in respect of claims for
damages or in respect of any breach of contract for nonpayment of any of


 


7

















 


the foregoing,
(d) amounts received by an Issuer Group Member in connection with any
Aircraft Sale or otherwise received under any Aircraft Agreement, including
sale proceeds, Total Loss Proceeds, Agreed Value Payments, proceeds of
Repossession Insurance, Requisition Compensation and all Partial Loss Proceeds,
less, in each case, any expenses payable by such Issuer Group Member to
any Person that is not an Issuer Group Member in connection therewith,
(e) amounts received by any Issuer Group Member from insurance with
respect to any Aircraft, (f) any amounts transferred from a Lessee Funded
Account into the Collections Account in accordance with Section 3.08,
(g) any Hedge Receipts, (h) the proceeds of any Investments of the
funds in the Accounts (except (i) to the extent that any such proceeds are
required to be paid over to any Lessee under a Lease or (ii) the proceeds
of any Investments of the funds in the Aircraft Purchase Accounts and the
Initial Primary Liquidity Reserve Account), (i) any amounts transferred
from any Aircraft Purchase Account into the Collections Account in accordance
with Section 3.05(c), (j) any amounts transferred from the Aircraft
Conversion Account into the Collections Account in accordance with
Section 3.08(f), (k) any amounts received by an Issuer Group Member
under an Acquisition Agreement, and (l) any other amounts received by any
Issuer Group Member (including any amounts received from any other Issuer Group
Member, whether by way of distribution, dividend, repayment of a loan or
otherwise, and any proceeds received in connection with any Allowed
Restructuring); provided that Collections shall
not include (i) payments under the Policy, (ii) Segregated Funds
transferred to a Lessee Funded Account, (iii) amounts deposited in the
Defeasance/Redemption Account or the Refinancing Account in connection with a
Redemption (except any amounts that are amounts under clauses (a) through
(l) above), (iv) amounts received in connection with a Refinancing,
(v) except as provided above with respect to any amounts transferred
therefrom to the Collections Account, amounts in any Cash Collateral Account,
any Aircraft Purchase Account and the Aircraft Conversion Account,
(vi) amounts not payable to an Issuer Group Member, expenses incurred in
connection with the receipt of any Collections or amounts otherwise not to be
included as Collections pursuant to any Related Document and
(vii) payments under the Initial Primary Liquidity Facility, in each case
subject to the restrictions set forth in this Indenture.


 


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


 


“Commission” means the U.S. Securities and
Exchange Commission.


 


“Company” has the meaning given to such term in
the Share Purchase Agreement and the Second Share Purchase Agreement, as
applicable.


 


“Concentration Default” means an Event of
Default under Section 4.01(d) as a result of a breach of the agreements
under Section 5.03(a) which would arise if effect were given to any sale,
transfer or other disposition or any purchase or other acquisition pursuant to
an Aircraft Agreement as of the date of such Aircraft Agreement regardless of
whether such sale, transfer or other disposition or purchase or other
acquisition is scheduled or expected to occur after the date of such Aircraft
Agreement.


 


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


 


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


 


“Controlling Party” means, at any time of
determination, the Policy Provider until such time as the Class G-3 Notes
and the Policy Provider Obligations have been repaid in full except that if a
Policy Provider Default has occurred and is continuing, the Controlling Party
shall be the Senior Trustee; provided that
in the case of the Initial Primary Liquidity Facility Provider or, for any
other Eligible Credit Facility, if and only if so provided in the Board
Resolution providing for such Eligible Credit Facility, at any time from and
including the date that is no earlier than 30 months from the earliest to
occur of (a) the


 


8

















 


date on which the entire
amount available under such Eligible Credit Facility (other than any Eligible
Credit Facility in the form of a Cash Collateral Account) shall have been drawn
(except as a result of (i) a Downgrade Drawing or (ii) a
Non-Extension Drawing, in each case not applied to pay any Required Expenses
Shortfalls, Senior Hedge Payments Shortfalls or Liquidity Facility Interest
Class G Shortfalls) and remain unreimbursed and (b) the date on which
the Notes shall have been Accelerated, the provider of such Eligible Credit
Facility shall have the right to elect, by Written Notice to the Trustee and
the Policy Provider, to become the Controlling Party (in place of the Policy
Provider or the Senior Trustee, as applicable) thereafter (subject to the next
succeeding proviso) but only for so long as any Credit Facility Obligations due
to such provider remain unpaid; provided further,
that if, notwithstanding the foregoing, within 15 Business Days after its
receipt of any such Written Notice from such provider of such Eligible Credit
Facility (which notice may be given on or after the fifteenth Business Day
prior to the end of such 30-month Period) the Policy Provider pays to such
provider of such Eligible Credit Facility all outstanding Credit Facility
Obligations owing to such provider of such Eligible Credit Facility in respect
of its Eligible Credit Facility, and interest accrued thereon to such date, the
Policy Provider (if it otherwise would have been the Controlling Party) shall
remain the Controlling Party so long as no Policy Provider Default has occurred
and is continuing; and if a Policy Provider Default has occurred and is
continuing, the provider of such Eligible Credit Facility, if it so elects and
if Credit Facility Obligations owing to it remain outstanding, shall become the
Controlling Party. At any time after such 30-month period, if a Policy Provider
Default has occurred and is continuing and the provider of such Eligible Credit
Facility does not elect to be the Controlling Party or if no Credit Facility
Obligations remain outstanding, then the Senior Trustee shall continue to be the
Controlling Party.


 


“Conversion Agreement” means an aircraft
modification agreement which provides for an Aircraft to undergo an Aircraft
Conversion.


 


“Conversion Notes” means any Notes of any
subclass (including additional subclasses) of the Class G Notes and
Class E Notes issued pursuant to this Indenture, the proceeds of which are
used, in substantial part, to make any Conversion Payments.


 


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


 


“Core Lease Provisions” means the core lease
provisions of the Issuer set forth in Exhibit G of this Indenture, as such
provisions may be amended from time to time in accordance with the terms
hereof.


 


“Corporate Obligations” has the meaning given
to such term in Section 11.02.


 


“Corporate Trust Office” means, with respect to
the Trustee for each subclass of Notes, the office of such Trustee at which at
any particular time its corporate trust business shall be principally
administered. The initial Corporate Trust Office is 60 Wall Street, New York,
New York 10005, Attention:  Trust and
Securities Services/Structured Finance Services.


 


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


 


“Covenant Defeasance” has the meaning given to
such term in Section 11.01(b).


 


“Credit Facility Advance Obligations” means all
Credit Facility Obligations other than Credit Facility Expenses and Special
Indemnity Payments.


 


9

















 


“Credit Facility Expenses” means all Credit
Facility Obligations other than (i) the principal amounts under, or the
principal amount of any drawings under, the Eligible Credit Facilities,
(ii) interest accrued on Credit Facility Obligations and (iii) any portion
constituting Special Indemnity Payments.


 


“Credit Facility Obligations” means all
principal, interest, fees, expenses, indemnities, costs and other amounts owing
to or incurred by the providers of Eligible Credit Facilities.


 


“Current Aircraft” means, collectively, the
Initial Aircraft and the New Aircraft.


 


“Current Leases” means, collectively, the
Initial Leases and the New Leases.


 


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


 


“Default Notice” means a notice given pursuant
to Section 4.02, declaring all Outstanding principal of and accrued and unpaid
interest on the Notes to be immediately due and payable.


 


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


 


“Deficiency Class G Shortfall” has the
meaning given to such term in Section 3.07(h)(ii).


 


“Deficiency Drawing” has the meaning given to
such term in Section 3.15(b).


 


“Definitive Interest” means an indirect
beneficial interest in an IAI Global Note held through a Certificated
Depositary Interest (as defined in the Deposit Agreement), and transferred only
through records maintained by the Depositary.


 


“Definitive Notes” has the meaning given to
such term in Section 2.07(a).


 


“Delivered Aircraft” has the meaning given to
such term in the Second Share Purchase Agreement.


 


“Delivered Company” has the meaning given to
such term in the Second Share Purchase Agreement.


 


“Delivery Date” means, with respect to any New
Aircraft, the date the shares in a Delivered Company have been transferred by
the relevant Seller(s) to the Issuer or the meaning given to that or any
comparable term in any other Acquisition Agreement.


 


“Delivery Expiry Date” means, as to the New
Aircraft, February 2, 2008 or, as to any Additional Aircraft, has the meaning
given to that or any comparable term in any other Acquisition Agreement.


 


“Deposit Agreement” means the Amended and
Restated Deposit and Custody Agreement, dated as of May 8, 2007, among the
Issuer, and Deutsche Bank Trust Company Americas, as Depositary with respect to
the Global Notes, and the Custodian therefor, as amended and restated from time
to time in accordance with its terms.


 


“Depositary” means Deutsche Bank Trust Company
Americas in its capacity as depositary pursuant to the terms of the Deposit
Agreement, including its successors in interest and permitted assigns.


 


“Depositary Interest” means a certificateless
depositary interest or a certificated depository interest created under the
Deposit Agreement representing a 100% beneficial interest in a Global Note.


 


10

















 


“Depreciation Factor” means (a) with
respect to each Current Aircraft on any date of determination, if positive, the
product of (1 - (kn)) and (1+g)n/(12), where “n” equals the age
of such Aircraft in months from the date of its manufacture, “g” equals 0.025, “k”
equals a fraction, the numerator of which is (1-R), where R (i) in the case of
any A300C4–600RF Aircraft is 0.1, (ii) in the case of any B737-300, B737-400,
B737-500 and B757-200 Aircraft is 0.12, (iii) in the case of any A330-200,
A330-300, A340-300 and B767-300ER Aircraft is 0.15 and (iv) in the case of any
A319-100, A320-200, A321-200, B737-700 and B737-800 Aircraft is 0.2 and the
denominator of which is the Expected Useful Life of such Current Aircraft
expressed in months; provided that
in the event such Aircraft undergoes an Aircraft Conversion, the Depreciation
Factor for such Aircraft shall be the factor determined by the Board (subject
to the consent of the Policy Provider) and (b) with respect to each Additional
Aircraft, the Depreciation Factor shall be determined by the Board (subject to
the consent of the Policy Provider) in connection with the issuance of the
Additional Notes funding the acquisition of such Additional Aircraft.


 


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


 


“Developed Markets” has the meaning determined,
from time to time, in accordance with Exhibit C.


 


“Direction” has the meaning given to such term
in Section 1.04(c).


 


“Director” means a member of board of directors
of the Issuer.


 


“Downgrade Drawing” has the meaning assigned to
such term in Section 3.14(c).


 


“Downgrade Event” has the meaning assigned to
such term in the Initial Primary Liquidity Facility.


 


“DTC” means the Securities Depository.


 


“Dutch Security Agreement” has the meaning
assigned to such term in the Security Trust Agreement.


 


“Dutch Security Documents” means the Dutch Deed
of Share Pledge (Holding) and the Dutch Deed of Share Pledge (Subsidiaries) as
such terms are defined in the Dutch Security Agreement.


 


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


 


“Eligible Account” means (a) a segregated
trust account maintained on the books and records of an Eligible Institution in
the name of the Security Trustee as a Securities Account under, and as defined
in, the Security Trust Agreement (except with respect to the Irish VAT Refund
Account, which shall not be a Securities Account); provided
that no Cash Collateral Account may be maintained with a liquidity provider at
any time at which the Issuer holds any participation in the liquidity facility
unless written confirmation shall have been received from each Rating Agency
prior to such time to the effect that such maintenance of the Cash Collateral
Account with the liquidity provider will not result in a withdrawal or
downgrading of the ratings of the Notes or (b) an account maintained on
the books and records of an Eligible Institution (so long as such Eligible
Institution has a long-term unsecured debt rating of at least AA- by Standard
& Poor’s and Aa3 by Moody’s) in the name of an Issuer Group Member as a
Non-Trustee Account in compliance with the terms of the Security Trust
Agreement.


 


11

















 


“Eligible Credit Facility” means (a) the
Initial Primary Liquidity Facility provided by the Initial Primary Liquidity
Facility Provider, (b) any credit agreement, letter of credit, guarantee,
credit or liquidity enhancement facility, term loan facility or other credit
facility provided by, or supported by a further such credit facility provided
by, an Eligible Provider in favor of any Issuer Group Member and subjected to
the lien of the Security Trust Agreement and designated by the Board as an
Eligible Credit Facility and (c) any Eligible Account established for the
purpose of providing like credit or liquidity support and designated by the
Board as an Eligible Credit Facility; provided that
the provider of an Eligible Credit Facility shall agree therein that it is
entitled only to the priority of repayment accorded to Eligible Credit
Facilities under Section 3.09.


 


“Eligible Institution” means (a) Deutsche
Bank Trust Company Americas in its capacity as the Operating Bank and as
Trustee in respect of any Eligible Account, so long as it (i) has either
(A) a long-term unsecured debt rating of A (or the equivalent) or better
by each Rating Agency (in the case of Fitch, to the extent rated by such Rating
Agency) or (B) a short-term unsecured debt rating of A-1 by Standard &
Poor’s, P-1 by Moody’s and, if rated by Fitch, F1 by Fitch and (ii) can
act as a securities intermediary under the New York Uniform Commercial Code;
(b) any Irish Bank in respect of the Irish VAT Refund Account, so long as
it has either (i) a long-term unsecured debt rating of A (or the
equivalent) or better by each Rating Agency (in the case of Fitch, to the
extent rated by such Rating Agency) or (ii) a short-term unsecured debt
rating of A-1 by Standard & Poor’s, P-1 by Moody’s and, if rated by Fitch,
F1 by Fitch and (c) any bank organized under the laws of the United States
of America or any state thereof, or the District of Columbia (or any branch of
a foreign bank licensed under any such laws) appointed as the Operating Bank in
respect of any Eligible Account, so long as it (i) has either (A) a
long-term unsecured debt rating of AA (or the equivalent) or better by each
Rating Agency (in the case of Fitch, to the extent rated by such Rating Agency)
or (B) a short-term unsecured debt rating of A-l by Standard & Poor’s,
P-1 by Moody’s and, if rated by Fitch, F1 by Fitch and (ii) can act as a
securities intermediary under the New York Uniform Commercial Code,
including a Person providing an Eligible Credit Facility so long as such Person
shall otherwise so qualify and shall have waived all rights of set-off and
counterclaim with respect to the account to be maintained as an Eligible
Account.


 


“Eligible Provider” means a Person (other than
any Issuer Group Member) who meets the Threshold Rating or is otherwise
designated as an Eligible Provider by the Board subject to a Rating Agency
Confirmation and the prior written consent of the Policy Provider.


 


“Encumbrance” has the meaning given to such
term in Section 5.02(b).


 


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


 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time.


 


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


 


“Event of Default” has the meaning, with
respect to a subclass of Notes, given to such term in Section 4.01.


 


“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended.


 


“Expected Final Payment Date” means with
respect to (a) the Class G-3 Notes, August 5, 2016 (as the same may
be adjusted in accordance with Section 3.12) and (b) any Refinancing Notes
or


 


12

















 


Additional Notes, the
Expected Final Payment Date, if any, established by or pursuant to a Board
Resolution or in any indenture supplemental hereto providing for the issuance
of such Notes or specified in the form of such Notes.


 


“Expected Target Principal Balance” means, with
respect to (a) the Class G-3 Notes on any Payment Date, the amount set forth in
Schedule 3 hereof (as the same may be adjusted in accordance with Section
3.12), and (b) any Refinancing Notes or Additional Notes, the amount set forth
in a schedule established by or pursuant to a Board Resolution or in any indenture
supplemental hereto providing for the issuance of such Notes or specified in
the form of such Notes.


 


“Expected Useful Life” means, with respect to
each Current Aircraft, 25 years from the date of manufacture (or, in the case
of converted freighter aircraft, 15 years from the date of completion of the
conversion to freighter configuration, or, in the case of Aircraft with
manufacturer’s serial number 755 and manufacturer’s serial number 758, 30 years
from the date of manufacture) and, with respect to any Additional Aircraft or
an Aircraft subject to an Aircraft Conversion, the “Useful Life” established by
or pursuant to a Board Resolution or in any indenture supplemental hereto
providing for the issuance of Additional Notes to fund the acquisition of such
Additional Aircraft or Aircraft Conversion.


 


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


 


“Expenses” means, collectively, any fees, costs
or expenses Incurred by an Issuer Group Member in the course of the business
activities permitted under Section 5.02(e), including, without limitation,
(i) any fees, expenses and indemnification amounts (including, without
limitation, any and all claims, expenses, obligations, liabilities, losses,
damages and penalties) of, or owing to, the Trustee, the Directors, the
Security Trustee, the Operating Bank, the Cash Manager, the Depositary, the
Note Custodian, any Authorized Agent, the Charitable Trustee and any other
Service Provider; provided, that, such
indemnification amounts shall not exceed $25 million in the aggregate; provided, further, that
the foregoing limitation shall not apply following the delivery of a Default
Notice or during the continuance of an Acceleration Default, (ii) any
premiums on the liability insurance required to be maintained for the benefit
of the Directors, (iii) all Taxes payable by the Issuer Group Members by
reason of the business activities permitted under Section 5.02(e) and the
other activities described in and permitted under the Related Documents, (iv) any
Credit Facility Expenses, (v) any Policy Expenses, (vi) any payment
obligation (including, without limitation, any indemnity payments) or other
amount payable by any Issuer Group Member to any Lessee pursuant to a Lease and
(vii) subject to a limit of 1.0% of the average monthly head lease rent
with respect to the relevant Aircraft (or other amount approved by a Board
Resolution with a Rating Agency Confirmation and the prior written consent of
the Policy Provider with respect thereto) with respect to each Issuer
Subsidiary entitled thereto, the shortfall between Rental Payments received by
or on behalf of such Issuer Subsidiary in respect of a Lease of such Aircraft
and the amount payable by such Issuer Subsidiary, as head lease rent with
respect to such Aircraft, to another Issuer Group Member that is the owner of
such Issuer Subsidiary; provided, however, that, except as expressly provided herein, Expenses
shall not include (i) any amount payable on the Securities or under any Hedge
Agreement, any Policy Premium or Policy Redemption Premium or any interest
accrued on any Policy Premium or Policy Redemption Premium, any Special
Indemnity Payment or any Credit Facility Advance Obligations or (ii) to the
extent there would otherwise be a deduction for an Expense of an amount already
deducted in the determination of “Collections”, any expense referred to in
clause (d) of the definition of “Collections”.


 


“Final Drawing” has the meaning assigned to
such term in Section 3.14(i).


 


“Final Maturity Date” means with respect to
(a) the Second Issuance Notes, May 10, 2032 and (b) any Refinancing
Notes or Additional Notes, the date specified in the form of such Notes.


 


13

















 


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


 


“Final Policy Election” has the meaning given
to such term in Section 3.15(c).


 


“Financial Administrative Agent” means, with
respect to any date of determination, the Person acting, at such time, in the
capacity of the financial administrative agent of the Issuer Group Members
under the Administrative Agency Agreement. The initial Financial Administrative
Agent is AerCap Cash Manager II Limited.


 


“Fitch” means Fitch, Inc.


 


“Fixed Rate Notes” means the Class E-1 Notes
and the Class E-2 Notes and any Refinancing Notes or Additional Notes
issued with a fixed rate of interest.


 


“Floating Rate Notes” means the Class G-3
Notes and any Refinancing Notes or Additional Notes issued with a floating or
variable rate of interest.


 


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


 


“GAAP” means generally accepted accounting
principles in the jurisdiction as specified by the Board.


 


“Global Notes” means any Rule 144A Global
Notes, Regulation S Global Notes and IAI Global Notes, as applicable.


 


“Guarantee” means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness
or other obligation of any other Person and, without limiting the generality of
the foregoing, any obligation, direct or indirect, contingent or otherwise, of
such Person (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation of such other
Person or (ii) entered into for purposes of assuring in any other manner
the obligee of such Indebtedness or other obligation of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include
endorsements for collection or deposit in the ordinary course of business. The
term “Guarantee” when used as a verb has a corresponding meaning.


 


“Hedge Agreement” means any interest rate or
currency swap, cap, floor, Swaption, or other interest rate or currency hedging
agreement between the Issuer and any Hedge Provider existing on the Second
Closing Date (including the New Hedge Agreements) or entered into in accordance
with Section 5.02(e)(iv).


 


14

















 


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


 


“Hedge Provider” means the counterparty to any
Issuer Group Member under any Hedge Agreement.


 


“Hedge Receipt” means a net payment to be made
by a Hedge Provider (if any) into the Collections Account under a Hedge
Agreement and includes any termination payment received from any counterparty
to a Hedge Agreement.


 


“Holder” or “Noteholder” means
(a) in the case of any Global Note, the bearer thereof, which shall
initially be the Depositary and (b) in the case of any Definitive Note,
the Person in whose name such Note is registered from time to time.


 


“IAI Global Note” shall have the meaning
ascribed to such term in Section 2.01(b).


 


“Incur” has the meaning given to such term in
Section 5.02(f).


 


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


 


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


 


“Independent Director” means a Person that is
not at the time of its appointment or at any time when such Person is serving
as an Independent Director and has not been for the five years prior to its
appointment as an Independent Director (i) an employee, officer or
director, or the beneficial holder (directly or indirectly) of more than 5% of
any Ownership Interest, of AerCap Ireland, any Holder of the Class E Notes
or any Affiliate of any such Person, or (ii) a spouse of, or Person
related to (but not more remote than first cousins), a Person referred to at
(i) above.


 


“Indirect Participant” means a Person who holds
an interest through a Participant.


 


“Initial Aircraft” means each of the aircraft
identified in Schedule 1A hereto (including any related Engines and
Parts), excluding any such aircraft (or related Aircraft Interest) sold or
disposed of (directly or indirectly) by way of a completed Aircraft Sale.


 


“Initial Appraised Value” means (a) in the
case of each Current Aircraft (other than a Substitute Aircraft), the average
of the appraisals by each of the Initial Appraisers of the Base Value of such
Aircraft as of March 31, 2007, (b) in the case of any Substitute Aircraft,
the average of the appraisals by each of


 


15

















 


the Initial Appraisers of
the Base Value of such Aircraft as of a date not more than six months prior to
the date of the acquisition of such Aircraft and (c) in the case of any
Additional Aircraft, the average of the appraisals by each of the Appraisers of
the Base Value of such Aircraft as of a date not more than six months prior to
the Closing Date for the issuance of the relevant Additional Notes.


 


“Initial Appraisers” means Aircraft Information
Services, Inc., Ascend, a division of Airclaims Limited, and BK Associates,
Inc.


 


“Initial Class E Notes” means the
Class E-1 Notes issued prior to the Second Closing Date.


 


“Initial Class G Notes” mean the
Class G Notes issued prior to the Second Closing Date.


 


“Initial Closing Date” means September 15,
2005.


 


“Initial Expenses” means Expenses related to
the issuance of the Second Issuance Notes (including costs and expenses
incurred in connection with the refinancing of the Initial Notes (other than
the Class E-1 Notes) on the Second Closing Date) and the acquisition of the New
Aircraft other than Expenses related to the acquisition of the Remaining New
Aircraft incurred after the Second Closing Date.


 


“Initial Lease” means, with respect to each
Initial Aircraft, each aircraft lease agreement, conditional sale agreement,
hire purchase agreement or other similar arrangement with respect to such
Initial Aircraft in existence at the Second Closing Date.


 


“Initial Notes” means the Initial Class G
Notes, the Initial Class E Notes and the other Notes issued prior to the
Second Closing Date pursuant to the Original Indenture.


 


“Initial Outstanding Balance” means, with
respect to any subclass of Notes, the initial Outstanding Principal Balance
thereof on the date of issuance of such Notes.


 


“Initial Primary Liquidity Facility” means the
Revolving Credit Agreement dated as of the Second Closing Date among the
Initial Primary Liquidity Facility Provider, the Issuer and the Cash Manager,
as amended from time to time in accordance with its terms and as replaced and
so designated pursuant to Section 3.14(e)(iii).


 


“Initial Primary Liquidity Facility Non-Consent
Event” means the occurrence of (i) the payment of the Class G
Notes in full (other than any Refinancing Notes that are Class G Notes so
long as the Class G Notes covered by the Initial Primary Liquidity
Facility have been paid in full with the proceeds of the issuance of such
Refinancing Notes, such Refinancing Notes are not covered by the Initial
Primary Liquidity Facility and the Initial Primary Liquidity Facility has been
terminated in connection with such Refinancing), (ii) the termination of
the Initial Primary Liquidity Facility, and (iii) the payment of all
Credit Facility Obligations owed to the Initial Primary Liquidity Facility
Provider in full.


 


“Initial Primary Liquidity Facility Provider”
means Calyon.


 


“Initial Primary Liquidity Payment Account” has
the meaning given to such term in Section 3.01(a).


 


“Initial Primary Liquidity Reserve Account” has
the meaning given to such term in Section 3.01(a).


 


16

















 


“Initial Purchasers” means UBS Securities LLC,
UBS Limited and Calyon Securities (USA) Inc.


 


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


 


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


 


“Insurance Servicer” means the Person acting,
at the time of determination, in the capacity as insurance servicing agent
under the Servicing Agreement. The initial Insurance Servicer is AerCap Cash
Manager II Limited.


 


“Insured Minimum Principal
Payment Amount” means, with respect to the Payment Date following each
Calculation Date occurring on or after 24 months after the date of an Event of
Default under Section 4.01(a) or 4.01(b) that is continuing or an Acceleration
of the Notes, the excess, if any, of (a) the Outstanding Principal Balance of
the Class G-3 Notes as of such Payment Date (less any Policy Drawings
previously paid in respect of principal of the Class G-3 Notes) over (b) the
Expected Target Principal Balance of the Class G-3 Notes on the Payment Date
that preceded such Payment Date by 24 months.


 


“Intercompany Loan” has the meaning given to
such term in Section 5.02(f).


 


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


 


“Interest Amount” means, with respect to each
subclass of Notes, on any Payment Date, (a) the amount of interest accrued
and unpaid to such Payment Date at the Applicable Rate of Interest with respect
to such subclass of Notes for the Interest Accrual Period ending on such
Payment Date, determined in accordance with the terms of such subclass of
Notes, plus (b) interest at the rate specified in clause (a) above on
any Interest Amount due but not paid on any prior Payment Date.


 


“Interest Class G Drawing” means a Policy
Drawing made pursuant to Section 3.15(a).


 


“Interest Class G Shortfall” has the
meaning given to such term in Section 3.07(h)(i).


 


“Investment” has the meaning given to such term
in Section 5.02(c).


 


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


 


“Irish Bank” means any bank organized under the
laws of the Republic of Ireland.


 


“Irish Paying Agent” means Custom House
Administration and Corporate Services Limited.


 


“Irish Security Agreement” has the meaning
given to it in Section 3.01(a).


 


17

















 


“Irish Share Mortgage” has the meaning given to
it in the Security Trust Agreement.


 


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


 


“Issuer” has the meaning set forth in the
preamble hereof.


 


“Issuer Group” means the Issuer and each Issuer
Subsidiary.


 


“Issuer Group Member” means the Issuer or an
Issuer Subsidiary.


 


“Issuer Secretary” means the secretary of the
Issuer. The initial Issuer Secretary is Mourant & Co. Secretaries Limited.


 


“Issuer Subsidiary” means each direct or
indirect subsidiary of the Issuer (including each trust of which the Issuer or
a subsidiary thereof is the holder of the beneficial interest) existing on the
Second Closing Date and listed on Schedule 2 to this Indenture and any other
direct or indirect subsidiary (including any such trust) of the Issuer.


 


“Junior Claim” means (a) with respect to
Expenses, all other Obligations and (b) with respect to any other
Obligations, all Obligations, in each case, as to which the payment of such other
Obligations constitute a Prior Ranking Amount.


 


“Junior Claimant” means the holder of a Junior
Claim.


 


“Junior Representative” means, as applicable,
the Trustee with respect to any Junior Claim consisting of any subclass of
Notes of which it is the Trustee and any other Person acting as the
representative of one or more Junior Claimants.


 


“LEAGA Amendment and Accession Agreement” means
the LEAGA Amendment and Accession Agreement dated as of the Second Closing Date
between, among others, the Issuer and certain of the Issuer Subsidiaries.


 


“Leases” means the Current Leases, the Future
Leases and the Additional Leases.


 


“Legal Defeasance” has the meaning given to
such term in Section 11.01(b).


 


“Lessee” means each Person who is the lessee of
an Aircraft from time to time leased from an Issuer Group Member pursuant to a
Lease.


 


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


 


“LF Drawing” has the meaning given to such term
in Section 3.14(a).


 


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


 


“LIBOR Break Costs” means, as of any date of
redemption of any subclass of Class G Notes (the “Applicable Date”), an
amount determined by the Cash Manager on the date that is two Business Days
prior to the Applicable Date pursuant to the formula set forth below; provided,
however, that no LIBOR


 


18

















 


Break Costs will
be payable (x) if the LIBOR Break Costs, as calculated pursuant to the formula
set forth below, is equal to or less than zero, or (y) on or in respect of any
Applicable Date that is a Payment Date.


 


LIBOR Break Costs = Z-Y


 


Where:


 


X               =                 with respect to
any applicable Interest Accrual Period, the sum of (i) the amount of the
Outstanding Principal Balance of such subclass of Class G Notes to be redeemed
on the Applicable Date plus (ii) interest payable thereon during the entire
then applicable Interest Accrual Period at the then effective LIBOR.


 


Y                =                 X, discounted to
present value from the last day of the then applicable Interest Accrual Period
to the Applicable Date, using then effective LIBOR as the discount rate.


 


Z                =                 X, discounted to
present value from the last day of the then applicable Interest Accrual Period
to the Applicable Date, using a rate equal to the applicable London interbank
offered rate for a period commencing on the Applicable Date and ending on the
last day of the then applicable Interest Accrual Period, determined by the Cash
Manager as of two Business Days prior to the Applicable Date as the discount rate.


 


“Liquidity Event of Default” has the meaning
assigned to such term in the Initial Primary Liquidity Facility.


 


“Liquidity Facility Interest Class G Shortfall”
has the meaning given to such term in Section 3.07(g).


 


“Listing Agent” means McCann FitzGerald Listing
Services Limited.


 


“Loan, Expenses Apportionment and Guarantee
Agreement” means the Loan, Expenses Apportionment and Guarantee Agreement
dated as of the Initial Closing Date between the Issuer as Lender and the
borrowers from time to time party thereto as amended by the LEAGA Amendment and
Accession Agreement.


 


“Malaysian Share Charge” has the meaning given
to it in the Security Trust Agreement.


 


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


 


“Maximum Commitment” has the meaning assigned
to such term in the Initial Primary Liquidity Facility.


 


“Minimum Class G Principal
Shortfall” has the meaning given to such term in Section 3.07(h)(v).


 


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


 


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


 


19

















 


“Moody’s” means Moody’s Investors Service, Inc.


 


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


 


“New Aircraft” means each of the aircraft
identified in Schedule 1B hereto (including any related Engines and Parts)
and any Substitute Aircraft, excluding any such aircraft (or related Aircraft
Interest) sold or disposed of (directly or indirectly) by way of a completed
Aircraft Sale and any Remaining New Aircraft for which a Substitute Aircraft is
acquired pursuant to the Second Share Purchase Agreement.


 


“New Hedge Agreement” means the interest rate
cap transaction with an effective date of May 8, 2007 under the ISDA Master
Agreement dated as of May 8, 2007 between UBS AG and the Issuer.


 


“New Lease” means, with respect to each New
Aircraft, each aircraft lease agreement, conditional sale agreement, hire
purchase agreement or other similar arrangement with respect to such New
Aircraft in existence at the Second Closing Date and specified in
Schedule 7 to the Second Share Purchase Agreement or with respect to any
Substitute Aircraft described therein, as such agreement may be amended, modified,
extended, supplemented, assigned or novated from time to time.


 


“Non-Delivery Event” has the meaning given to
such term in the Second Share Purchase Agreement.


 


“Non-Extension Drawing” has the meaning
assigned to such term in Section 3.14(d).


 


“Non-Extended Facility” has the meaning
assigned to such term in Section 3.14(d).


 


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


 


“Non-Trustee Accounts” has the meaning given to
such term in Section 3.01(f).


 


“Non-U.S. Person” means a person who is not a
U.S. person, as defined in Regulation S.


 


“Note Account” has the meaning given to such
term in Section 3.01(a).


 


“Note Custodian” means Deutsche Bank Trust Company
Americas in its capacity as note custodian pursuant to the terms of the Deposit
Agreement, including its successors in interest and permitted assigns.


 


20

















 


“Note Purchase Agreement” means the Note Purchase
Agreement dated as of April 27, 2007 between the Issuer, AerCap and the Initial
Purchasers.


 


“Note Target Price” means, as of any date of
determination thereof and with respect to any Aircraft, an amount equal to 103%
of the aggregate Outstanding Principal Balance of the Class G Notes allocable
to such Aircraft together with any accrued but unpaid interest on such
Outstanding Principal Balance, and any related Hedge Breakage Costs and any
Policy Premium then due and payable to the Policy Provider, allocable in each
case to such Aircraft on the date of the sale agreement or Purchase Option
exercise date, as the case may be. On any date, the Outstanding Principal
Balance of the Class G Notes and Policy Premium (each an “Allocable Amount”)
allocable to an Aircraft shall equal the product of (i) (A) the Adjusted
Base Value of such Aircraft divided by (B) the Adjusted Portfolio Value
and (ii) such Allocable Amount, in each case on the most recent Payment
Date.


 


“Notes” means the Initial Notes, the Second
Issuance Notes, all Additional Notes, if any, all Refinancing Notes, if any,
and all Notes, if any, issued in replacement or substitution of a Note.


 


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


 


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


 


“Notices” has the meaning given to such term in
Section 12.05.


 


“Obligations” means the Secured Obligations.


 


“Offering Memorandum” means the offering
memorandum dated April 27, 2007 issued by the Issuer in respect of the offering
of the Class G-3 Notes.


 


“Officer’s Certificate” means a certificate
signed by, with respect to the Issuer, any Director and, with respect to any
other Person, any authorized officer, director, trustee or equivalent
representative of such Person.


 


“Omnibus Agreement” means the Service Provider
Omnibus Amendment dated as of the Second Closing Date among the Issuer, the
Issuer Subsidiaries, AerCap Ireland, AerCap Administrative Services Limited,
AerCap Cash Manager II Limited, the Policy Provider and Deutsche Bank Trust
Company Americas.


 


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


 


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


 


“Optional Redemption” means a Redemption of
Notes pursuant to Section 3.11(a).


 


“Original Indenture” has the meaning given to
such term in the recitals.


 


“Outstanding” means (a) with respect to
the Notes of any class or subclass at any time, all Notes of such class or
subclass theretofore authenticated and delivered by the Trustee except
(i) any such Notes cancelled by, or delivered for cancellation to, the
Trustee; (ii) any such Notes, or portions thereof, for the payment of
principal of and accrued and unpaid interest on which moneys have been
deposited in the


 


21

















 


applicable Note Account
or distributed to Holders by the Trustee and any such Notes, or portions
thereof, for the payment or redemption of which moneys in the necessary amount
have been deposited in the Defeasance/Redemption Account; provided
that if such Notes are to be redeemed prior to the maturity thereof in
accordance with the requirements of Section 3.11(a) or 3.11(b), notice of
such redemption shall have been given as provided in Section 3.11(c), or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (iii) any such Notes in exchange or substitution for which
other Notes have been authenticated and delivered, or which have been paid
pursuant to the terms of this Indenture (unless proof satisfactory to the
Trustee is presented that any of such Note is held by a Person in whose hands
such Note is a legal, valid and binding obligation of the Issuer); and
(b) when used with respect to any evidence of indebtedness other than any
Notes means, at any time, any principal amount thereof then unpaid and
outstanding (whether or not due or payable).


 


“Outstanding Amount” has the meaning given to
such term in Section 3.07(h)(iii).


 


“Outstanding Balance” has the meaning given to
such term in Section 3.15(c).


 


“Outstanding Principal Balance” means, with
respect to any Notes Outstanding, the total principal amount evidenced by such
Outstanding Notes unpaid at any time.


 


“Outstanding Priority Balance” has the meaning
given to such term in Section 4.13.


 


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


 


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


 


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


 


“Participant” means, with respect to DTC,
Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear
and Clearstream).


 


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


 


“Paying Agent” has the meaning given to such
term in Section 2.03(a).


 


“Payment Date” means the fifth Business Day of
each month.


 


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


 


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


 


(b)                                 money
market deposit accounts, demand deposits, time deposits, savings deposits or certificates
of deposit of the Operating Bank or of depository institutions or trust
companies 


 


22

















 


organized under the laws
of the United States of America or any state thereof, or the District of
Columbia (or any domestic branch of a foreign bank) (i) having original
maturities of no more than 365 days, or such lesser time as is required
for the distribution of funds; provided that
at the time of Investment or contractual commitment to invest therein, the short-term
debt rating of such depository institution or trust company shall be at least
A-1 by Standard & Poor’s, P-1 by Moody’s and, if rated by Fitch, F1 by
Fitch or (ii) having maturities of more than 365 days and, at the
time of the Investment or contractual commitment to invest therein, a rating of
AA by Standard & Poor’s, Aa2 by Moody’s and, if rated by Fitch, A by Fitch;
provided that, during any applicable
period, not more than 20% of the Issuer’s aggregate Permitted Account
Investments may be made in investments described under this clause (b);


 


(c)                                  corporate
or municipal debt obligations (including, without limitation, open market
commercial paper) (i) having remaining maturities of no more than
365 days, or such lesser time as is required for the distribution of
funds, having, at the time of the Permitted Account Investment or contractual
commitment to invest therein, a rating of at least A-1 or AA by Standard &
Poor’s, P-1 or Aa2 by Moody’s and, if rated by Fitch, F1 or AA by Fitch or
(ii) having maturities of more than 365 days and, at the time of the
Investment or contractual commitment to invest therein, a rating of AA by
Standard & Poor’s, Aa2 by Moody’s and, if rated by Fitch, AA by Fitch;


 


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


 


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


 


(f)                                    any
other Investments approved pursuant to a Rating Agency Confirmation;


 


provided, however, that no Investment shall be made in any obligations
of any depository institution or trust company which has a contractual right to
set off and apply any deposits held, and other indebtedness owing, by any
Issuer Group Member to or for the credit or the account of such bank.


 


“Permitted Accruals” has the meaning given to
such term in Section 3.09(a).


 


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


 


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


 


“Permitted Tax-Related Disposition” has the
meaning given to such term in Section 5.02(g).


 


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


 


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


 


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


 


23

















 


“Pledged Membership Interest” has the meaning
given to such term in the Security Trust Agreement.


 


“Pledged Shares” has the meaning given to such
term in the Security Trust Agreement.


 


“Policy” means the MBIA Financial Guaranty
Insurance Policy No. 495150 issued on the Second Closing Date by the Policy
Provider, together with all endorsements thereto, in favor of the Trustee for
the benefit of the Holders of the Class G-3 Notes.


 


“Policy Drawing” means, with respect to the
Policy, any payment of a claim under the Policy.


 


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


 


“Policy Fee Letter” means the fee letter, dated
as of May 8, 2007 from the Policy Provider to the Issuer and the Trustee
setting forth the Policy Premium and certain other amounts payable in respect
of the Policy.


 


“Policy Non-Consent Event” means the occurrence
of (i) the payment of the Class G Notes in full (other than any
Refinancing Notes that are Class G Notes so long as the Class G Notes
covered by the Policy have been paid in full with the proceeds of the issuance
of such Refinancing Notes, such Refinancing Notes are not covered by the Policy
and the Policy has been terminated and surrendered to the Policy Provider for
cancellation in connection with such Refinancing), (ii) the termination
and surrender of the Policy to the Policy Provider for cancellation and
(iii) the payment of all Policy Provider Obligations in full.


 


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


 


“Policy Provider” means MBIA Insurance
Corporation, a New York stock insurance company, or any successor thereto, as
issuer of the Policy.


 


“Policy Provider Agreement” means the Insurance
and Indemnity Agreement, dated as of the Second Closing Date, among the
Trustee, the Issuer and the Policy Provider.


 


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


 


24

















 


nonappealable order,
judgment or decree (i) appointing a custodian, trustee, agent or receiver
for the Policy Provider or for all or any material portion of its property or
(ii) authorizing the taking of possession by a custodian, trustee, agent
or receiver of the Policy Provider (or taking of possession of all or any
material portion of the Policy Provider’s property).


 


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


 


“Policy Provider Indemnification Agreement”
means the Indemnification Agreement dated as of April 27, 2007 entered into
between the Policy Provider, the Issuer and the Initial Purchasers.


 


“Policy Provider Obligations” means all
reimbursements and other amounts, including without limitation, fees and
indemnities, due to the Policy Provider hereunder, or under the Policy Fee
Letter, the Policy Provider Agreement, the Policy and the Policy Provider
Indemnification Agreement, all such amounts to be paid only as expressly
provided hereunder and without duplication whether by reason of any rights of
subrogation or otherwise.


 


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


 


“Pool Factor” means, with respect to each
subclass of Notes on any Payment Date, the “Pool Factor” for such Payment Date
set forth in Schedule 8 hereto or in the appendix to such Notes, as the
same may be adjusted in accordance with Section 3.12.


 


“Portfolio” means, at any time, all of (i) the
Current Aircraft and (ii) any Additional Aircraft then owned by the Issuer
Group.


 


“Precedent Lease” has the meaning given to such
term in Section 5.03(f).


 


“Primary Administrative Agent” means, with
respect to any date of determination, the Person acting, at such time, in the
capacity of the primary administrative agent of the Issuer Group Members under
the Administrative Agency Agreement. The initial Primary Administrative Agent
is AerCap Administrative Services Limited.


 


“Primary Expenses” means all Expenses other
than Modification Payments and Refinancing Expenses.


 


“Primary Liquidity Reserve Account” means any
Cash Collateral Account established by or pursuant to a Board Resolution
designating such Account as a “Primary Liquidity Reserve Account”.


 


“Primary Servicer” means the Person acting, at
the time of determination, in the capacity as primary servicing agent under the
Servicing Agreement. The initial Primary Servicer is AerCap Ireland.


 


“Prior Ranking Amounts” means, with respect to
any amount to be paid (or retained in the Collections Account) in accordance
with Section 3.09(a) or 3.09(b) (as applicable), all amounts, if any, to
be paid (or retained in the Collections Account) prior to the payment (or
retention) of such amount in accordance with Section 3.09(a) or 3.09(b)
(as applicable).


 


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


 


25

















 


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


 


“Qualified Institutional Buyer” shall have the
meaning given to such term in Rule 144A.


 


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


 


“Rating Agency” means each of Moody’s, Standard
& Poor’s, Fitch and any other nationally recognized rating agency
designated by the Issuer; provided that
such organizations shall only be deemed to be a Rating Agency for purposes of
this Indenture with respect to the Notes they are then rating.


 


“Rating Agency Confirmation” means a written
confirmation in advance of certain actions or transactions contemplated by the
Issuer Group from each of the Rating Agencies then rating any of the Notes
(unless otherwise specified in the applicable Related Document), that such
action or transaction in and of itself will not result in the lowering,
qualification or withdrawal by such Rating Agency of its then current credit
rating, if any, of any subclass of Notes (such rating, in the case of the
Class G Notes, as determined without regard to the Policy).


 


“Received Currency” has the meaning given to
such term in Section 12.07(a).


 


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


 


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


 


“Redemption” has the meaning given to such term
in Section 3.11(c).


 


“Redemption Date” means the date on which Notes
of any subclass are to be redeemed pursuant to Section 3.11.


 


“Redemption Premium” means (a) with
respect to any Class G-3 Note being redeemed in an Optional Redemption on any
Redemption Date, the Redemption Premium indicated for the Class G-3 Note with
respect to such date in the table below:


 




	
  Redemption Date

  	
   

  	
  Class

  G-3 Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after Second
  Closing Date

  	
   

  	
  101.00

  	
  %

  
	
  On or after June 15,
  2007

  	
   

  	
  100.97

  	
  %

  
	
  On or after
  July 15, 2007

  	
   

  	
  100.94

  	
  %

  
	
  On or after
  August 15, 2007

  	
   

  	
  100.92

  	
  %

  
	
  On or after
  September 15, 2007

  	
   

  	
  100.89

  	
  %

  
	
  On or after
  October 15, 2007

  	
   

  	
  100.86

  	
  %

  
	
  On or after
  November 15, 2007

  	
   

  	
  100.83

  	
  %

  
	
  On or after
  December 15, 2007

  	
   

  	
  100.81

  	
  %

  
	
  On or after
  January 15, 2008

  	
   

  	
  100.78

  	
  %

  
	
  On or after
  February 15, 2008

  	
   

  	
  100.75

  	
  %

  
	
  On or after March
   15, 2008

  	
   

  	
  100.72

  	
  %

  






 


26

















 




	
  Redemption Date

  	
   

  	
  Class

  G-3 Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after April
   15, 2008

  	
   

  	
  100.69

  	
  %

  
	
  On or after
  May 15, 2008

  	
   

  	
  100.67

  	
  %

  
	
  On or after
  June 15, 2008

  	
   

  	
  100.64

  	
  %

  
	
  On or after July 15,
  2008

  	
   

  	
  100.61

  	
  %

  
	
  On or after August
   15, 2008

  	
   

  	
  100.58

  	
  %

  
	
  On or after
  September 15, 2008

  	
   

  	
  100.56

  	
  %

  
	
  On or after
  October 15, 2008

  	
   

  	
  100.53

  	
  %

  
	
  On or after
  November 15, 2008

  	
   

  	
  100.50

  	
  %

  
	
  On or after
  December 15, 2008

  	
   

  	
  100.47

  	
  %

  
	
  On or after
  January 15, 2009

  	
   

  	
  100.44

  	
  %

  
	
  On or after
  February 15, 2009

  	
   

  	
  100.42

  	
  %

  
	
  On or after
  March 15, 2009

  	
   

  	
  100.39

  	
  %

  
	
  On or after
  April 15, 2009

  	
   

  	
  100.36

  	
  %

  
	
  On or after May
   15, 2009

  	
   

  	
  100.33

  	
  %

  
	
  On or after
  June 15, 2009

  	
   

  	
  100.31

  	
  %

  
	
  On or after July 15,
  2009

  	
   

  	
  100.28

  	
  %

  
	
  On or after
  August 15, 2009

  	
   

  	
  100.25

  	
  %

  
	
  On or after September 15,
  2009

  	
   

  	
  100.22

  	
  %

  
	
  On or after
  October 15, 2009

  	
   

  	
  100.19

  	
  %

  
	
  On or after
  November 15, 2009

  	
   

  	
  100.17

  	
  %

  
	
  On or after
  December 15, 2009

  	
   

  	
  100.14

  	
  %

  
	
  On or after January 15,
  2010

  	
   

  	
  100.11

  	
  %

  
	
  On or after
  February 15, 2010

  	
   

  	
  100.08

  	
  %

  
	
  On or after
  March 15, 2010

  	
   

  	
  100.06

  	
  %

  
	
  On or after
  April 15, 2010

  	
   

  	
  100.03

  	
  %

  
	
  On or after
  May 15, 2010

  	
   

  	
  100.00

  	
  %

  






 


and (b) with respect to any Additional Note or
Refinancing Note, the Redemption Premium specified therefor by the terms of
such Note.


 


“Redemption Price” means an amount (determined
as of the Calculation Date for the Redemption Date for any Redemption pursuant
to Section 3.11(a)) equal to:


 


(a)                                  with
respect to any Second Issuance Notes being redeemed and except as otherwise
provided in clause (b) below, the product of (x) the applicable Redemption
Premium and (y) the portion of the Outstanding Principal Balance being
redeemed, together with LIBOR Break Costs (if any);


 


(b)                                 with
respect to any Second Issuance Notes being redeemed under Section 3.11(a)
after the giving of a Default Notice or the Acceleration of any of the Notes,
the then Outstanding Principal Balance thereof without Redemption Premium or
LIBOR Break Costs; and


 


(c)                                  with
respect to any Notes other than the Second Issuance Notes, as provided in the
Board Resolution or indenture supplemental hereto providing for the issuance of
such Notes.


 


27

















 


“Reference Agency Agreement” means the
Reference Agency Agreement dated as of the Initial Closing Date, between the
Issuer, the Reference Agent and the Cash Manager pursuant to which LIBOR is
determined from time to time, as amended by the Omnibus Agreement.


 


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


 


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


 


“Refinancing” has the meaning given to such
term in Section 2.10.


 


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


 


“Refinancing Expenses” means all out-of-pocket
costs and expenses Incurred in connection with an offering and issuance of
Refinancing Notes.


 


“Refinancing Notes” means any subclass of Notes
issued by the Issuer under this Indenture at any time and from time to time
after the date hereof, in a Refinancing in accordance with Section 2.10.


 


“Register” has the meaning given to such term
in Section 2.03.


 


“Registrar” has the meaning given to such term
in Section 2.03.


 


“Regulation S” means Regulation S
under the Securities Act.


 


“Regulation S Global Note” has the meaning
given to such term in Section 2.01(b).


 


“Related Collateral Document” means any letter
of credit, third-party or bank guarantee or cash collateral provided by or on
behalf of a Lessee to secure such Lessee’s obligations under a Lease.


 


“Related Documents” means the Administrative
Agency Agreement, each Eligible Credit Facility, this Indenture, the
Shareholders Undertaking, the Securities, the Deposit Agreement, the Reference
Agency Agreement, the Security Documents, the Policy Provider Documents, the
Servicing Agreement, the Cash Management Agreement, the Share Purchase
Agreement, the Second Share Purchase Agreement, the Omnibus Agreement, the
LEAGA Amendment and Accession Agreement, the Loan, Expenses Apportionment and
Guarantee Agreement and any other Acquisition Agreement and any Hedge Agreements.
References to “Related Documents” will also include, where the context
requires, any Refinancing Notes and any Additional Notes and any guarantees,
asset or stock purchase agreements, swap or other interest rate, currency or
other hedging agreements or any other agreement entered into or security
offered by any Issuer Group Member in connection with any acquisition of
Additional Aircraft or Aircraft Conversions and issuance of Additional Notes or
Refinancing Notes.


 


“Relevant Appraisal” means, with respect to any
date of determination, the most recent Appraisals preceding such date of
determination.


 


“Relevant Information” means any information
provided to the Cash Manager by the Trustee, the Security Trustee, the
Operating Bank, any Authorized Agent, the Issuer, the Board or any Service
Provider.


 


28

















 


“Remaining New Aircraft” has the meaning given
to the term “Remaining Aircraft” in the Second Share Purchase Agreement or to
that or any comparable term in any other Acquisition Agreement.


 


“Remaining New Aircraft Allocation Amount” has
the meaning given to such term in Section 2.12(a).


 


“Renewal Lease” has the meaning given to such
term in Section 5.03(f).


 


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


 


“Rental Payments” means all rental payments and
other amounts equivalent to a rental payment payable by or on behalf of a
Lessee under a Lease including, for the avoidance of doubt, Rent Payments (as
defined in the Second Share Purchase Agreement) paid to the Issuer pursuant to
Clause 4 of the Second Share Purchase Agreement.


 


“Replacement Primary Liquidity Facility” means,
for the Initial Primary Liquidity Facility, an irrevocable revolving credit
agreement (or agreements) in substantially the form of the Initial Primary
Liquidity Facility, including reinstatement provisions, or in such other form
or forms (which may include a letter of credit, surety bond, swap, financial
insurance policy or guaranty) as shall permit the Rating Agencies to confirm in
writing their respective ratings then in effect for the Class G Notes
(before downgrading of such ratings, if any, as a result of the downgrading of
the ratings of the replaced Initial Primary Liquidity Facility Provider; such
rating as determined without regard to the Policy) and, if not in form and
substance substantially the same as the Initial Primary Liquidity Facility as
reasonably determined by the Policy Provider, that has been approved in writing
by the Policy Provider, in a face amount (or in an aggregate face amount) equal
to the then Maximum Commitment for the replaced Initial Primary Liquidity
Facility and issued by a Person (or Persons) having an unsecured short-term or
long-term (as the case may be) debt rating and a short-term or long-term (as
the case may be) issuer credit rating, as the case may be, issued by each
Rating Agency which is equal to or higher than the Threshold Rating (and
consented to in writing by the Policy Provider if any such rating which is
equal to the Threshold Rating shall not have a stable or positive outlook
according to the Rating Agencies) or, with the written consent of the Policy
Provider, such other ratings and qualifications as shall permit the Rating
Agencies to confirm in writing their respective ratings then in effect for the
Class G Notes (before the downgrading of such ratings, if any, as a result
of the downgrading of the ratings of the replaced Initial Primary Liquidity
Provider; such rating as determined without regard to the Policy). Without
limitation of the form that a Replacement Primary Liquidity Facility otherwise
may have pursuant to the preceding sentence, a Replacement Primary Liquidity
Facility may have a stated expiration date earlier than 15 days after the
Final Maturity Date of the Class G Notes so long as such Replacement
Primary Liquidity Facility provides for a Non-Extension Drawing as contemplated
by Section 3.14(d).


 


“Replacement Primary Liquidity Provider” means
a Person (or Persons) who issues a Replacement Primary Liquidity Facility.


 


“Repossession Insurance” has the meaning given
to such term in Section 5.03(h).


 


“Required Amount” means (a) initially with
respect to the Initial Primary Liquidity Reserve Account, zero; provided that, if a Downgrade Drawing, a Non-Extension
Drawing or (for the purposes of Section 3.14(f)(ii) hereof and
Article II of the Initial Primary Liquidity Facility only) a Final Drawing
shall have occurred, the “Required Amount” with respect to the Initial Primary
Liquidity Reserve Account shall be $72,000,000, and (b) thereafter, on any
Payment Date, with respect to the Primary Liquidity Reserve Account and any
Eligible Credit Facility, such amounts as the Board has unanimously determined
(and for which a Rating Agency Confirmation and prior written consent of the
Policy


 


29

















 


Provider and the Initial
Primary Liquidity Facility Provider have been received), plus the increase, if
any, in the Required Amount for any such Cash Collateral Account or Eligible Credit
Facility provided for by the terms of any Additional Notes or Refinancing
Notes.


 


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


 


“Required Expenses Shortfall” has the meaning
giving to such term in Section 3.07(g).


 


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


 


“Reserved Cash” means any amounts designated as
such in a Board Resolution, subject to the prior written consent of the Policy
Provider and the Initial Primary Liquidity Facility Provider.


 


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


 


“Restricted Note” means any Note bearing the
Restrictive Legend.


 


“Restricted Period” has the meaning giving to
such term in Section 2.13(c)(i).


 


“Restrictive Legend” means the legend in the
form set forth in Section 2.02(a).


 


“Revisions” has the meaning given to such term
in Section 5.03(f)(iv).


 


“Rule 144A” means Rule 144A under the
Securities Act.


 


“Rule 144A Global Note” has the meaning
given to such term in Section 2.01(b).


 


“Second Closing Date” means May 8, 2007.


 


30

















 


“Second Issuance Notes” has the meaning given
to such term in the recitals.


 


“Second Share Purchase Agreement” means the
Share Purchase Agreement dated as of the Second Closing Date between the Issuer
and AerCap Ireland.


 


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


 


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


 


“Securities” means the Second Issuance Notes,
all Additional Notes, if any, and all Refinancing Notes, if any.


 


“Securities Act” means the U.S. Securities Act
of 1933, as amended.


 


“Securities Depository” means The Depository
Trust Company, its nominees and its and their respective successors, as
registered holder of Book-Entry Interests representing Global Notes.


 


“Security Documents” means the Security Trust
Agreement and any document executed pursuant thereto (including the Dutch
Security Agreement, the Dutch Security Documents, the Irish Share Mortgages and
the Malaysian Share Charge), or otherwise, for the purpose of granting a
security interest in any Collateral to the Security Trustee for the benefit of
the Secured Parties or for the purpose of perfecting such security interest.


 


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


 


“Security Trust Agreement” means the Amended
and Restated Security Trust Agreement dated as of the Second Closing Date,
between the Issuer, each other party thereto and the Security Trustee.


 


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


 


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


 


“Seller” means AerCap Ireland, a company
incorporated under the laws of Ireland and having its registered office at
AerCap House, Shannon, County Clare, Ireland, and any Affiliates thereof that
are sellers of (a) a Company or (b) entities that own an Aircraft, in
each case to an Issuer Group Member on or after the Second Closing Date.


 


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


 


“Senior Claimant” means the holder of a Senior
Claim.


 


31

















 


“Senior Class” means (1) prior to the
occurrence of the Policy Non-Consent Event: 
(a) so long as any Class G Notes are Outstanding, the
Class G Notes and (b) after the Class G Notes have been repaid in
full and so long as any Class E Notes are Outstanding, the Class E
Notes and (2) after the occurrence of the Policy Non-Consent Event:  (a) so long as any Class G-3 Notes
are Outstanding, the Class G-3 Notes and (b) after the Class G Notes
have been repaid in full and so long as any Class E Notes are Outstanding,
the Class E Notes.


 


“Senior Hedge Payment” means, on any Payment
Date, a net payment (if any due) to a Hedge Provider by any Issuer Group Member
and any related Hedge Breakage Costs but excluding any Subordinated Hedge
Payment.


 


“Senior Hedge Payments Shortfall” has the
meaning giving to such term in Section 3.07(g).


 


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


 


“Service Provider” means each of the Trustee,
the Servicer, the Administrative Agent, the Cash Manager, the Operating Bank,
the Reference Agent and any other service provider retained from time to time
by an Issuer Group Member pursuant to the Related Documents.


 


“Servicer” means, collectively, the Primary
Servicer and the Insurance Servicer.


 


“Servicer’s Pro Forma Lease” has the meaning
given to such term in Section 5.03(f)(i).


 


“Servicing Agreement” means the Servicing
Agreement dated as of the Initial Closing Date among the Primary Servicer, the
Insurance Servicer, the Primary Administrative Agent, the Financial
Administrative Agent, the Issuer Subsidiaries party thereto, the Policy Provider
and the Issuer, as amended by the Omnibus Agreement.


 


“Share Purchase Agreement” means the Share
Purchase Agreement dated as of the Initial Closing Date between the Issuer and
AerCap Ireland.


 


“Shareholders Undertaking” means the
Shareholders Undertaking dated as of the Initial Closing Date among Mourant
& Co. Trustees Limited (as the Charitable Trustee), Juris Limited, Lively
Limited, AerCap Ireland, the Issuer, the Trustee and the Policy Provider, as
amended by an Amendment Agreement dated as of the Second Closing Date.


 


“Special Distribution Date” means a
distribution date established by the Trustee for the distribution of the
proceeds of an Avoidance Drawing.


 


“Special Indemnity Payments” means (a) any
indemnity amounts owing at any time and from time to time by the Issuer to the
Initial Purchasers under the Note Purchase Agreement, to the “Initial
Purchasers” and the “Placement Agent”, as each term is defined in the Note
Purchase Agreement (as defined in the Original Indenture), to the Servicer
under Section 2.03(f) of the Servicing Agreement or to the Policy Provider
under the Policy Provider Indemnification Agreement and the Policy Provider
Indemnification Agreement (as defined in the Original Indenture), (b) any
other indemnity amounts owing at any time and from time to time to any other
Person party to a Related Document which arise 


 


32

















 


from violations of the
Securities Act, the U.S. Securities Exchange Act of 1934, as amended or any
other securities law, and (c) any indemnification amounts (including without
limitation, any and all claims, expenses, obligations, liabilities, losses,
damages and penalties) of, or owing to, the Trustee, the Directors, the
Security Trustee, the Operating Bank, the Cash Manager, the Depositary, the
Note Custodian, any Authorized Agent, the Charitable Trustee and any other
Service Provider that are not payable as Expenses.


 


“Standard & Poor’s” means Standard &
Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.


 


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


 


“Stated Expiration Date” has the meaning given
to such term in Section 3.14(d).


 


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


 


“Substitute Aircraft” has the meaning given to
such term in the Second Share Purchase Agreement or to that or any comparable
term in any other Acquisition Agreement and that has been approved by the
Policy Provider.


 


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


 


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


 


“Termination Notice” has the meaning assigned
to such term in the Initial Primary Liquidity Facility.


 


“Threshold Rating” means the short-term issuer
credit rating of A-1 by Standard & Poor’s (or, in the absence of a
short-term issuer credit rating by Standard & Poor’s, a long-term issuer
credit rating of AA- by Standard & Poor’s), a short-term unsecured debt
rating of P-1 by Moody’s (or, in the absence of a short-term unsecured debt
rating by Moody’s, a long-term unsecured debt rating of A1 by Moody’s) and, if
rated by Fitch, a long-term unsecured debt rating of AA- by Fitch.


 


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


 


33

















 


“TIA” means the U.S. Trust Indenture Act of
1939, as amended.


 


“Tombo Aircraft” means the Aircraft bearing
manufacturer’s serial number 802, which is leased to Lyon Location S.A.R.L. and
subleased to Tombo Capital Corporation, which further subleases such Aircraft
to All Nippon Airways Co., Ltd.


 


“Tombo Lease” means the lease of the Tombo
Aircraft between Lyon Location S.A.R.L., as sublessor, and Tombo Capital
Corporation, as sublessee.


 


“Total Loss” means, with respect to any
Aircraft (a) if the same is subject to a Lease, a Casualty Occurrence,
Total Loss or Event of Loss (each as defined in such Lease) or the like
(however so defined); or (b) if the same is not subject to a Lease,
(i) its actual, constructive, compromised, arranged or agreed total loss,
(ii) its destruction, damage beyond repair or being rendered permanently
unfit for normal use for any reason whatsoever, (iii) its requisition for
title, confiscation, restraint, detention, forfeiture or any compulsory
acquisition or seizure or requisition for hire (other than a requisition for
hire for a temporary period not exceeding 180 days) by or under the order
of any government (whether civil, military or de facto) or public or local
authority or (iv) its hijacking, theft or disappearance, resulting in loss
of possession by the owner or operator thereof for a period of 30 consecutive
days or longer. A Total Loss with respect to any Aircraft shall be deemed to
occur on the date on which such Total Loss is deemed pursuant to the relevant
Lease to have occurred or, if such Lease does not so deem or the relevant
Aircraft is not subject to a Lease, (A) in the case of an actual total
loss or destruction, damage beyond repair or being rendered permanently unfit,
the date on which such loss, destruction, damage or rendering occurs (or, if
the date of loss or destruction is not known, the date on which the relevant
Aircraft was last heard of); (B) in the case of a constructive,
compromised, arranged or agreed total loss, the earlier of (1) the date
30 days after the date on which notice claiming such total loss is issued
to the insurers or brokers and (2) the date on which such loss is agreed or
compromised by the insurers; (C) in the case of requisition for title,
confiscation, restraint, detention, forfeiture, compulsory acquisition or
seizure, the date on which the same takes effect; (D) in the case of a
requisition for hire, the expiration of a period of 180 days from the date
on which such requisition commenced (or, if earlier, the date upon which
insurers make payment on the basis of a Total Loss); or (E) in the case of
clause (iv) above, the final day of the period of 30 consecutive days referred
to therein.


 


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


 


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


 


“U.S. Government Obligations” has the meaning
given to such term in Section 11.02.


 


“War Risk Coverage” has the meaning given to
that term in Exhibit D.


 


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


 


34














 


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


 


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


 


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


 


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


 


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


 


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


 


(f)                                    Unless
otherwise indicated, references to a subclass of Notes shall be to the
Class G-3 Notes, the Class E-1 Notes, the Class E-2 Notes, or to
another subclass of Refinancing Notes or Additional Notes, as applicable; and
references to a class of Notes shall be to the Class G Notes and
Class E Notes, or to a class of Refinancing Notes or Additional Notes, as
applicable.


 


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


 


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


 


(i)                                     References
in this Indenture to the Notes of any class or subclass include the conditions
applicable to the Notes of such class or subclass; and any reference to any
amount of money due or payable by reference to the Notes of any class or
subclass shall include any sum covenanted to be paid by the Issuer under this
Indenture.


 


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


 


(k)                                  Where
any payment is to be made, funds applied or any calculation is to be made
hereunder on a day which is not a Business Day, unless any Related Document
otherwise provides, such payment shall be made, funds applied and calculation
made on the next succeeding Business Day, and payments shall be adjusted
accordingly. Where any calculation is to be made hereunder on a Calculation
Date or any amount hereunder is in respect of a Calculation Date, such
calculation shall be made as of the close of business on such Calculation Date
and such amount shall be in respect of the close of business on such
Calculation Date.


 


35

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  In
determining whether the Holders have given any direction, consent, request,
demand, authorization, notice, waiver or other Act (a “Direction”),
under this Indenture, Notes owned by the Issuer or any Affiliate of any such
Person shall be disregarded and deemed not to be Outstanding for purposes of
any such determination. In determining whether the Trustee shall be protected
in relying upon any such 


 


36

















 


Direction,
only Notes which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Notwithstanding the foregoing, (i) if any
such Person owns 100% of the Notes of any subclass Outstanding, such Notes
shall not be so disregarded as aforesaid, and (ii) if any amount of Notes
of such subclass so owned by any such Person have been pledged in good faith,
such Notes shall not be disregarded as aforesaid if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Notes and that the pledgee is not the Issuer or any Affiliate of any such
Person.


 


(d)                                 The
Issuer may at its option, by delivery of Officers’ Certificates to the Trustee,
set a record date other than the Record Date to determine the Holders in
respect of the Notes of any subclass entitled to give any Direction in respect
of such Notes. Such record date shall be the record date specified in such
Officer’s Certificate which shall be a date not more than 30 days prior to
the first solicitation of Holders in connection therewith. If such a record
date is fixed, such Direction may be given before or after such record date,
but only the Holders of record of the applicable subclass at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding Notes of
such subclass have authorized or agreed or consented to such Direction, and for
that purpose the Outstanding Notes of such subclass shall be computed as of
such record date; provided that no such Direction
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
one year after the record date.


 


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


 


ARTICLE II


 


THE NOTES


 


Section 2.01                                Authorized
Amount; Terms; Form; Execution and Delivery. (a)  The Outstanding
Principal Balance of any subclass of Notes which may be authenticated and
delivered from time to time under this Indenture shall not exceed the initial
Outstanding Principal Balance set forth for such subclass of Notes in the
definition thereof or, with respect to any subclass of Refinancing Notes or
Additional Notes, authorized in a Board Resolution; provided
that at no time may the Outstanding Principal Balance of any subclass of
Refinancing Notes exceed the Redemption Price of the subclass of Notes being
refinanced thereby plus Refinancing Expenses relating thereto, any Policy
Premium due and payable to the Policy Provider (in the event that such subclass
of Refinancing Notes shall be covered by the Policy) and any amount to be
deposited in any Cash Collateral Account for such Refinancing Notes; and provided, further, that
any Additional Notes shall be issued in accordance with Section 2.11. All
Notes of any class need not be issued at the same time and any class of Notes
may be reopened, without the consent of any Holder, for issuances of Additional
Notes or Refinancing Notes of such class, subject in all cases to
Sections 2.10, 2.11, 3.10, 3.12 and 5.02 and any other applicable
provision of this Indenture.


 


The Second Issuance Notes shall be issued on the
Second Closing Date in two subclasses and shall be designated the
Class G-3 Notes and the Class E-2 Notes. Additional subclasses of
Class G Notes and Class E Notes may be issued at any time after the Second
Closing Date in accordance with the applicable provisions of this Indenture.


 


Interest at the Applicable Rate of Interest shall
accrue on any subclass of the Floating Rate Notes from the relevant Closing
Date and shall be computed for each Interest Accrual Period on the basis of a
360-day year and the actual number of days elapsed in such Interest Accrual
Period on the Outstanding


 


37

















 


Principal Balance of such
Notes on the first day of such Interest Accrual Period. Interest at the
Applicable Rate of Interest shall accrue on any subclass of the Fixed Rate
Notes from the relevant Closing Date and shall be computed for each Interest
Accrual Period on the basis of a 360-day year and one-twelfth of an annual
interest payment on the Outstanding Principal Balance of such Notes on the
first day of such Interest Accrual Period and, in the case of the first
Interest Accrual Period, on the basis of a 360-day year consisting of twelve
30-day months.


 


Any amount of interest on any subclass of Notes not
paid when due shall, to the fullest extent permitted by applicable law, bear
interest at an interest rate per annum equal to the Applicable Rate of Interest
for such Notes from the date when due until such amount is paid or duly
provided for, payable on the next succeeding Payment Date, subject to the
availability of the Available Collections therefor in accordance with the
priority of payments under Section 3.09.


 


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


 


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


 


Each subclass of Notes (other than the Class E
Notes) offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent global Notes in bearer form without
interest coupons, substantially in the form set forth in the applicable exhibit
to this Indenture or in any indenture supplemental hereto (each, a “Rule 144A
Global Note”), deposited with the Depositary or a custodian therefor in
accordance with the Deposit Agreement and duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of each Rule 144A Global Note may from time to time be increased or
decreased by adjustments made by the Trustee on the applicable Global Note or
on the records of the Trustee as hereinafter provided.


 


Each subclass of Notes (other than the Class E Notes)
offered and sold to Institutional Accredited Investors in reliance on Section
4(2) of the Securities Act (other than in reliance on Rule 144A) shall be
issued initially in the form of one or more permanent global Notes in bearer
form without interest coupons, substantially in the form set forth in the applicable
exhibit to this Indenture or in any indenture supplemental hereto (each, an “IAI
Global Note”), deposited with the Depositary or a custodian therefor in
accordance with the Deposit Agreement and duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of each IAI Global Note may from time to time be increased or decreased
by adjustments made by the Trustee on the applicable Global Note or on the
records of the Trustee as hereinafter provided.


 


Each subclass of Notes (other than the Class E
Notes) offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more
permanent global Notes in bearer form without interest coupons, substantially
in the form set forth in the applicable exhibit to this


 


38

















 


Indenture or in any
indenture supplemental hereto (each, a “Regulation S Global Note”),
deposited with the Depositary or a custodian therefor in accordance with the
Deposit Agreement and duly executed by the Issuer and authenticated by the
Trustee as hereinafter provided. Until the 40th day after the later of the
commencement of the offer of any subclass of Notes initially issued in the form
of a Regulation S Global Note or the Closing Date of the offering of such
Notes, interests in such Regulation S Global Note may be held only
through  Participants acting for and on
behalf of Euroclear and Clearstream. The aggregate principal amount of each Regulation S
Global Note may from time to time be increased or decreased by adjustments made
by the Trustee on the applicable Global Note or on the records of the Trustee
as hereinafter provided.


 


Each subclass of Class E Notes shall be issued in
registered form as Definitive Notes without interest coupons, substantially in
the form set forth in Exhibit B to this Indenture or in any indenture
supplemental hereto.


 


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


 


(d)                                 On
the date of the issuance, if any, of any Additional Notes, the Issuer shall
issue and deliver, as provided in Sections 2.11 and 5.02(f), an aggregate
principal amount of Additional Notes having the maturities and bearing the
interest rates and such other terms authorized by one or more Board Resolutions
or in any indenture supplemental hereto providing for the issuance of such
Notes or specified in the form of such Notes, in each case in accordance with
Section 2.11.


 


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


 


(f)                                    Each
Note bearing the manual or facsimile signatures of any individual who was at
the time such Note was executed a Director shall bind the Issuer,
notwithstanding that any such individual has ceased to hold such office prior
to the authentication and delivery of such Notes or any payment thereon.


 


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


 


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


 


(i)                                     The
Issuer shall execute and the Trustee shall, in accordance with this
Section 2.01, authenticate the Global Notes and deliver the Global Notes
to the Depositary. Upon receipt by the Depositary or a custodian therefor of
each Rule 144A Global Note or Regulation S Global Note authenticated and
delivered by the Trustee, the Issuer shall, in accordance with the terms of the
Deposit Agreement, cause the Depositary, acting as agent for the Issuer, to
issue to the Securities Depository a 


 


39

















 


Depositary
Interest in such Global Note by recording such Depositary Interest in the
register of the Depositary in the name of Cede & Co., as nominee of the
Securities Depository, or such other nominee as the Securities Depository shall
specify. Upon receipt by the Depositary or a custodian therefor of each IAI
Global Note authenticated and delivered by the Trustee, the Issuer shall, in
accordance with the terms of the Deposit Agreement, cause the Depositary,
acting as agent for the Issuer, to issue to the Institutional Accredited
Investors Definitive Interests in such IAI Global Note and to record such
Definitive Interest in the records of the Depositary in the name of the
Institutional Accredited Investors. The Securities Depository will credit, on
its internal system, the respective principal amounts of individual Book-Entry
Interests to the accounts of persons who have accounts with the Securities
Depository. Ownership of Book-Entry Interests will be limited to Participants
or persons who hold Book-Entry Interests through Participants. Ownership of
Book-Entry Interests will be shown on, and the transfer of that ownership will
be effected only through, records maintained by the Securities Depository (with
respect to interests of Participants) and the records of Participants (with
respect to interests of persons other than Participants). Transfers of
ownership of Definitive Interests shall be recorded by the Depositary in its
records.


 


Neither the Securities Depository nor its Participants
shall have any rights either under this Indenture or under any Global Note held
on their behalf by the Depositary. The Holder of any Global Note may be treated
by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the
absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Issuer, the Trustee or any
agent of the Issuer or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary, as a
Holder, or impair, as between the Depositary, as a Holder and the Securities
Depository and its Participants, the operation of customary practices of such
Securities Depository governing the exercise of the rights of an owner of a
Book-Entry Interest in any Global Note. The Depositary, as a Holder, may grant
proxies and otherwise authorize any person, including the Securities Depository
and the Participants and persons that may hold interests through Participants,
to take any action which a Holder is entitled to take under this Indenture or
the Notes.


 


Section 2.02                                Restrictive
Legends. (a)  Each Global Note and, except as provided in
Section 2.13(f), each Definitive Note (and all Notes issued in exchange
therefor or upon registration of transfer or substitution thereof), except as
provided in Section 2.13(f), shall bear the following legend (in addition
to any other applicable legends or restrictions) on the face thereof:


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY
SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
AND HAS ACQUIRED THE NOTE IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, OR (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT) OR AN ENTITY, ALL OF THE EQUITY OWNERS OF WHICH ARE INSTITUTIONAL
ACCREDITED INVESTORS (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (C) IT IS
NOT A U.S. PERSON (WITHIN THE MEANING OF THE SECURITIES ACT) AND IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT, OR (D) IT HAS ACQUIRED THE NOTES PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION


 


40

















 


FROM REGISTRATION UNDER THE SECURITIES ACT, AND, IN
EACH OF THE CASES (A) THROUGH (D) ABOVE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAW OF ANY STATE IN THE UNITED STATES OR ANY APPLICABLE
JURISDICTION; (2) AGREES THAT IT WILL NOT BEFORE TWO YEARS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE THAT AIRCRAFT LEASE
SECURITISATION LIMITED (THE “ISSUER”) OR ANY OF ITS AFFILIATES OWNED
THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
ISSUER, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE AND THE DEPOSITARY) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION
IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, AND, IN EACH OF THE CASES (A) THROUGH (E) ABOVE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION; AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TWO-YEAR
PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH
ON THE TRANSFER NOTICE ATTACHED HERETO AND SUBMIT SUCH TRANSFER NOTICE TO THE
TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR
THE PROPOSED TRANSFER IS PURSUANT TO AN EXEMPTION FROM REGISTRATION IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OTHER THAN
RULE 144A OR REGULATION S UNDER THE SECURITIES ACT, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


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


 


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


 


41

















 


(c)                                  Each
Class G-3 Note shall also bear the following legends on the face thereof
(to be added preceding the second to last sentence of the legend set forth in
Section 2.02(a) hereof):


 


IN ADDITION, THIS NOTE MAY NOT
BE OFFERED OR SOLD TO ANY PERSON RESIDENT OR INCORPORATED IN IRELAND OR ANY
PERSON WHICH WILL HOLD THIS NOTE THROUGH A BRANCH, AGENCY OR OTHER PLACE OF
BUSINESS ESTABLISHED IN IRELAND.


 


BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS AND AGREES THAT EITHER
(A) IT IS NOT AN “EMPLOYEE BENEFIT PLAN” AS
DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY REQUIREMENTS OF TITLE I OF ERISA, A “PLAN” AS
DESCRIBED IN SECTION 4975(E)(1) OF THE UNITED STATES INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
“PLAN ASSETS” PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE OR A
GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL,
STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR
(B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL,
NON-U.S., CHURCH OR OTHER PLAN, A VIOLATION OF ANY SIMILAR LAW. AS USED HEREIN,
THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.


 


(d)                                 Each
Class E Note shall also bear the following legend on the face thereof (to
be added preceding the second to last sentence of the legend set forth in
Section 2.02(a) hereof):


 


IN ADDITION, PRIOR TO ANY TRANSFER OF THIS NOTE, THE
TRUSTEE AND THE ISSUER MUST RECEIVE AN OPINION OF COUNSEL FROM COUNSEL TO THE
ISSUER IN THE UNITED STATES AND AN OPINION FROM THE TAX ADVISORS TO THE ISSUER
IN IRELAND, IN EACH CASE TO THE EFFECT THAT NO ISSUER GROUP MEMBER (AS DEFINED
IN THE INDENTURE) SHOULD SUFFER MATERIALLY ADVERSE IRISH OR UNITED STATES TAXES
AS A RESULT OF THE TRANSFER. BY ITS ACQUISITION HEREOF, THE HOLDER
REPRESENTS AND AGREES THAT IT IS NOT AN “EMPLOYEE BENEFIT PLAN”
AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY REQUIREMENTS OF TITLE I OF ERISA, A “PLAN” AS
DESCRIBED IN SECTION 4975(E)(1) OF THE UNITED STATES INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
“PLAN ASSETS” PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE OR A
GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN


 


42

















 


WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR
NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING RESTRICTIONS.


 


Section 2.03                                Registrar
and Paying Agent. (a)  With respect to each subclass of Notes,
there shall at all times be maintained (i) an office or agency in the
location set forth in Section 12.05 where Definitive Notes of such
subclass may be presented or surrendered for registration of transfer or for
exchange (the “Registrar”), (ii) an office or agency in the
location set forth in Section 12.05, other than Ireland, where Notes of
any subclass may, to the extent required hereunder, be presented for payment
(each, a “Paying Agent”) and (iii) an office or agency where
notices and demands in respect of the payment of such Notes may be served. For
so long as any Notes are admitted to the Official List of the Irish Stock
Exchange and to trading on its unregulated market, the Issuer shall appoint and
maintain a Paying Agent in Ireland (the “Irish Paying Agent”). The
Issuer shall cause the Registrar to keep a register of each subclass of
Definitive Notes and of their transfer and exchange (the “Register”). Written
notice of any change of location of such office or agency shall be given by the
Trustee to the Issuer and the Holders of such subclass. In the event that no
such office or agency shall be maintained or no such notice of location or of
change of location shall be given, presentations and demands may be made and
notices may be served at the Corporate Trust Office of the Trustee.


 


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


 


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


 


(d)                                 Any
Authorized Agent may at any time resign by giving written notice of resignation
to the Trustee and the Issuer. The Issuer may, and at the request of the
Trustee shall, at any time terminate the agency of any Authorized Agent by
giving written notice of termination to such Authorized Agent and to the
Trustee. Upon the resignation or termination of an Authorized Agent or if at
any time any such Authorized Agent shall cease to be eligible under this
Section (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent shall have been appointed by the Trustee),
the Issuer shall promptly appoint one or more qualified successor Authorized
Agents, reasonably satisfactory 


 


43

















 


to
the Trustee, to perform the functions of the Authorized Agent which has
resigned or whose agency has been terminated or who shall have ceased to be
eligible under this Section. The Issuer shall give written notice of any such
appointment made by it to the Trustee; and in each case the Trustee shall mail
notice of such appointment to all Holders of the related subclass as their
names and addresses appear on the Register for such subclass.


 


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


 


Section 2.04                                Paying
Agent to Hold Money in Trust. The Trustee shall require each Paying Agent
other than the Trustee to agree in writing that all moneys deposited with any
Paying Agent for the purpose of any payment on the Notes or to the Policy
Provider shall be deposited and held in trust for the benefit of the Holders
(with regard to payments on the Notes) or the Policy Provider, as the case may
be, subject to the provisions of this Section. Moneys so deposited and held in
trust shall constitute a separate trust fund for the benefit of the Holders
with respect to which such money was deposited.


 


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


 


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


 


(b)                                 Payments
on a Payment Date with respect to (i) any Notes in the form of Global
Notes shall be made by wire transfer to or as instructed by the Depositary at
least five Business Days before the applicable Payment Date so long as it is
the Holder thereof and (ii) Notes in the form of Definitive Notes shall be
made by check mailed to each Holder of a Definitive Note determined on the
applicable Record Date, at its address appearing in the applicable Register;
alternatively, Holders of Definitive Notes having an aggregate principal amount
of not less than $1,000,000, upon application in writing to the Trustee, not
later than the applicable Record Date, may have such payment made by wire
transfer to an account designated by such Holder at a financial institution in
New York, New York. The final payment with respect to any Global Note or
Definitive Note, however, shall be made only upon presentation and surrender of
such Note by the Holder or its agent at the Corporate Trust Office or agency of
the Trustee or Paying Agent (other than the Irish Paying Agent) specified in
the notice given by the Trustee or Paying Agent with respect to such final
payment. The Trustee or Paying Agent (other than the Irish Paying Agent) shall
mail such notice of the final payment of each Note to the Holder thereof,
specifying the date and amount of such final payment, no later than five
Business Days prior to such final payment and such notice shall also be
published by such publication as the Irish Stock Exchange may require and in
such other publication as the Irish Paying Agent may determine to comply with
its obligations hereunder.


 


44

















 


Section 2.06                                Minimum
Denomination. Each subclass of Class G Notes shall be issued in
minimum denominations of $200,000 and integral multiples of $1,000 in excess
thereof. Each subclass of Class E Notes shall be issued in minimum
denominations of $1,000,000.


 


Section 2.07                                Transfer
and Exchange; Cancellation. (a)  Certain Transfers and
Exchanges. Transfer of any Global Note shall be by delivery. The Issuer
represents that it has agreed with the Depositary that a Global Note and the
corresponding Depositary Interests and Definitive Interests therein shall only
be transferred in the circumstances described in the Deposit Agreement. All
Global Notes will be exchanged by the Issuer for Notes in definitive registered
form substantially as set forth in the applicable exhibit to this Indenture
(each, a “Definitive Note”) if (i) in the case of Rule 144A Global
Notes and Regulation S Global Notes, the Securities Depository notifies the
Depositary in writing that it is no longer willing or able to properly
discharge its responsibilities as depository with respect to the Depositary
Interests and a successor depositary is not appointed in accordance with the
terms of the Deposit Agreement by the Depositary at the request of the Issuer
within 90 days of such notice, (ii) the Issuer or the Depositary
advises the Trustee in writing that the Depositary is no longer willing or able
to properly discharge its responsibilities as depositary and the Issuer is
unable to appoint a successor depositary acceptable to the Trustee within
90 days of such notice or (iii) after the occurrence of an Event of
Default with respect to any subclass of Notes, owners of Book-Entry Interests and
Definitive Interests of such subclass representing an aggregate of not less
than 51% of the aggregate Outstanding Principal Balance of Notes of such
subclass advise the Issuer, the Trustee, the Depositary and the Securities
Depository through the Participants in writing that the continuation of a
book-entry system through the Securities Depository (or a successor thereto) is
no longer in the best interests of such owners. Upon surrender to the Trustee
of the Global Notes of any subclass, accompanied by registration instructions
from the Holder of such Global Note as provided in the Deposit Agreement, the
Issuer shall issue and the Trustee shall authenticate and deliver the
Definitive Notes of such subclass to the owners of interests thereon.


 


None of the Issuer, the Paying Agent or the Trustee
shall be liable for any delay in delivery of such registration instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions as provided in accordance with the terms of the Deposit Agreement.
Upon the issuance of Definitive Notes of any subclass, the Trustee shall
recognize the Persons in whose name the Definitive Notes are registered in the
Register as Holders of such subclass hereunder. Neither the Issuer nor the
Trustee shall be liable if the Trustee or the Issuer is unable to appoint a
successor Securities Depository or Depositary.


 


The transfer and exchange of Book-Entry Interests for
other Book-Entry Interests shall be effected through the Securities Depository,
in accordance with this Indenture, the Deposit Agreement and the Applicable
Procedures of the Securities Depository therefor. The transfer and exchange of
Book-Entry Interests for Definitive Interests, of Definitive Interests for
Book-Entry Interests or Definitive Interests for other Definitive Interests
shall be effected through the Depositary, in accordance with this Indenture,
the Deposit Agreement and the Applicable Procedures of the Securities
Depository therefor, as applicable. Book-Entry Interests and Definitive Interests
corresponding to Global Notes shall be subject to restrictions on transfer
comparable to those set forth in Section 2.13 and elsewhere herein. The
Trustee shall have no obligation to ascertain the Securities Depository’s
compliance with any such restrictions on transfer.


 


Any Book-Entry Interest or Definitive Interest
corresponding to one of the Global Notes of any subclass that is transferred to
a Person who will hold such Book-Entry Interest or Definitive Interest in the
form of an interest in the other Global Note of such subclass will, upon
transfer, cease to be an interest in such first Global Note and become an
interest in such other Global Note and, accordingly, will thereafter


 


45

















 


be subject to all transfer
restrictions, if any, and other procedures applicable to Book-Entry Interests
or Definitive Interests in such other Global Note for as long as it remains
such an interest.


 


Global Notes may also be exchanged or replaced, in
whole or in part, as provided in Sections 2.08 and 2.14. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof pursuant to Section 2.08 shall be authenticated and
delivered in the form of, and shall be, a Global Note in bearer form. A Global
Note may not be exchanged for another Note other than as provided in
Sections 2.07(a), 2.08 and 2.14.


 


(b)                                 Transfer
and Exchange of Definitive Notes. A Holder may transfer a Definitive Note
only by written application to the Registrar stating the name of the proposed
transferee and otherwise complying with the terms of this Indenture. No such
transfer shall be effected until, and such transferee shall succeed to the
rights of a Holder only upon, final acceptance and registration of the transfer
by the Registrar in the Register.


 


Prior to the due presentment for registration of
transfer of a Definitive Note, the Issuer and the Trustee may deem and treat
the applicable registered Holder as the absolute owner and Holder of such
Definitive Note for the purpose of receiving payment of all amounts payable
with respect to such Definitive Note and for all other purposes and shall not
be affected by any written notice to the contrary. The Registrar (if different
from the Trustee) shall promptly notify the Trustee and the Trustee shall
promptly notify the Issuer of each request for a registration of transfer of a
Definitive Note.


 


When Definitive Notes are presented to the Registrar
with a request to register their transfer or to exchange them for an equal
principal amount of Definitive Notes of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested if its
requirements for such transactions are met (including, in the case of a
transfer, that such Definitive Notes are duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Trustee and
Registrar duly executed by the Holder thereof or by an attorney who is
authorized in writing to act on behalf of the Holder). To permit registrations
of transfers and exchanges, the Issuer shall execute and the Trustee shall
authenticate Definitive Notes. Except as set forth in Sections 2.08 and
2.09, no service charge shall be made for any registration of transfer or
exchange of any Definitive Notes.


 


The Issuer shall not be required to exchange or
register the transfer of any Definitive Notes as above provided during the
15-day period preceding the Final Maturity Date of any such Notes or during the
period after the first mailing of any notice of Redemption of Notes to be
redeemed. The Issuer shall not be required to exchange or register the transfer
of any Definitive Notes that have been selected, called or are being called for
Redemption except, in the case of any Definitive Notes where notice has been
given that such Definitive Notes are to be redeemed in part, the portion
thereof not so to be redeemed.


 


(c)                                  Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. Each
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered
to them for transfer, exchange, payment or purchase. The Trustee and no one
else shall cancel and destroy in accordance with its customary practices in
effect from time to time any such Notes, together with any other Notes
surrendered to it for registration of transfer, exchange or payment. The Issuer
may not issue new Notes (other than Refinancing Notes issued in connection with
any Refinancing) to replace Notes it has redeemed, paid or delivered to the
Trustee for cancellation.


 


Section 2.08                                Mutilated,
Destroyed, Lost or Stolen Notes. If any Definitive Note or Global Note
shall become mutilated, destroyed, lost or stolen, the Issuer shall, upon the
written request of the Holder thereof and presentation of such Note or
satisfactory evidence of destruction, loss or theft thereof to the Trustee or
Registrar issue, and the Trustee shall authenticate and the Trustee or
Registrar shall 


 


46

















 


deliver
in exchange therefor or in replacement thereof, a new Definitive Note or Global
Note of the same subclass, payable to such Holder in the same principal amount,
of the same maturity, with the same payment schedule, bearing the same interest
rate and dated the date of its authentication. If the Definitive Note or Global
Note being replaced has become mutilated, such Note shall be surrendered to the
Trustee or the Registrar and forwarded to the Issuer by the Trustee or the
Registrar. If the Definitive Note or Global Note being replaced has been
destroyed, lost or stolen, the Holder thereof shall furnish to the Issuer, the
Trustee or the Registrar (a) such security or indemnity as may be required
by them to save the Issuer, the Trustee and the Registrar harmless and
(b) evidence satisfactory to the Issuer, the Trustee and the Registrar of
the destruction, loss or theft of such Definitive Note or Global Note and of
the ownership thereof. The Holder(s) will be required to pay any tax or other
governmental charge imposed in connection with such exchange or replacement and
any other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith.


 


Section 2.09                                Payments
of Transfer Taxes. Upon the transfer of any Note or Notes pursuant to
Section 2.07, the Issuer or the Trustee may require from the party
requesting such new Note or Notes payment of a sum to reimburse the Issuer or
the Trustee for, or to provide funds for the payment of, any transfer tax or
similar governmental charge payable in connection therewith.


 


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


 


(b)                                 A
Refinancing of any subclass of Class G Notes in whole or in part may occur on
any Business Day after the Second Closing Date (provided, that, any such
Refinancing prior to the third anniversary of the Second Closing Date shall
require the Policy Provider’s consent whether or not a Policy Non-Consent Event
will occur in connection with such refinancing) and shall be effected as an
Optional Redemption pursuant to Section 3.11. On the date of any
Refinancing, the Issuer shall issue and sell an aggregate principal amount of
Refinancing Notes not to exceed the Redemption Price (including any LIBOR Break
Costs) of the Notes being refinanced thereby plus the Refinancing Expenses
relating thereto, any Policy Premium plus Policy Redemption Premium, if any,
due and payable to the Policy Provider (in the event that such subclass of
Refinancing Notes shall be covered by the Policy) and any amount to be
deposited in any Cash Collateral Account for such Refinancing Notes. The
proceeds of each sale of Refinancing Notes shall be used to make the deposit
required by Section 3.11(d), to pay such Refinancing Expenses, any Policy
Premium (in the event that such subclass of Refinancing Notes shall be covered
by the Policy) plus Policy Redemption Premium, if any, due and payable to the
Policy Provider and to fund such Cash Collateral Account.


 


(c)                                  Each
Refinancing Note shall contain such terms as may be established in or pursuant
to the related Board Resolution (subject to Section 2.01), in any
indenture supplemental hereto providing for the issuance of such Notes or
specified in the form of such Notes to the extent permitted below, and shall
have the same ranking pursuant to Section 3.09 with respect to all other
Obligations as the Notes of the


 


47

















 


class
to which such Refinancing Notes belong (and, with respect to other subclasses
of such class, as provided in Section 3.10). Prior to any Refinancing, any
or all of the following, as applicable, with respect to the related issue of
each subclass of Refinancing Notes shall have been determined by the Issuer and
set forth in one or more Board Resolutions, in any indenture supplemental
hereto or specified in the form of such Notes, as the case may be:


 


(i)                                     the
Class G Notes to be refinanced by such Refinancing Notes;


 


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


 


(iii)                               the
proposed date of such Refinancing, subject to revocation or cancellation as
provided in Section 3.11(e);


 


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


 


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


 


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


 


(vii)                           if
other than denominations of $200,000 or higher integral multiples of $1,000
(with respect to Class G Notes) or $1,000,000 or higher (with respect to
Class E Notes), the denomination or denominations in which such
Refinancing Notes shall be issuable;


 


(viii)                        whether
beneficial owners of interests in any such permanent global Refinancing Note
may exchange such interests for Refinancing Notes of the same class or subclass
and of like tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner provided
in Section 2.07, and the circumstances under which and the place or places
where any such exchanges may be made and the identity of any initial depository
therefor if not the Securities Depository;


 


(ix)                                any
adjustments to be made, consistent with Sections 3.10 and 3.12, to the
applicable Pool Factors as a result of the issuance of such Refinancing Notes;


 


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


 


(xi)                                whether
such Refinancing Notes are to have the benefit of the Policy or other credit
support as provided in clause (d) below; and


 


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


 


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


 


48

















 


(d)                                 In
connection with any Refinancing of a subclass of Class G Notes that has
occurred with the prior written consent of the Policy Provider, each of the
Policy and the Policy Provider Agreement shall be amended to cover such
subclass of Class G Notes and the Policy Provider shall deliver a new
Policy or amended Policy, as applicable, to the Trustee; provided,
however, that notwithstanding anything
to the contrary herein, no Class G Notes that are not covered by the
Policy or substantially similar credit support (as determined by the Issuer
with the prior consent of the Policy Provider) may be issued while the Policy
remains outstanding (it being understood and agreed that new uninsured Class G
Notes may be issued in accordance with Section 2.10(g)). In connection with the
amendment of the Policy to cover the Refinancing Notes, the Policy Provider
agrees to deliver to the Issuer, on or prior to the date of Refinancing, legal
opinions and corporate documents in respect of the amended Policy,
substantially similar in form, scope and substance to the legal opinions and
corporate documents delivered by the Policy Provider on the Second Closing Date.
The Policy Provider agrees that its rights of reimbursement in respect of the
Policy Drawings under the amended Policy will be the same as its rights of
reimbursement set forth in Section 3.09, and premium payable in respect of
the amended Policy shall be on the same basis and terms as the Policy Premium
and Policy Redemption Premium paid in respect of the Policy issued on the
Second Closing Date (unless otherwise agreed to by the Issuer and the Policy
Provider).


 


(e)                                  In
connection with any Refinancing of a subclass of Class G Notes that has
occurred with the prior written consent of the Initial Primary Liquidity
Facility Provider, the Initial Primary Liquidity Facility shall be amended to
cover such subclass of Class G Notes and the Initial Primary Liquidity
Facility Provider shall deliver a new Primary Liquidity Facility or amended
Initial Primary Liquidity Facility, as applicable, to the Trustee. In
connection with the amendment of the Initial Primary Liquidity Facility to
cover the Refinancing Notes, the Initial Primary Liquidity Facility Provider
agrees to deliver to the Issuer, on or prior to the date of Refinancing, legal
opinions and corporate documents in respect of the amended Initial Primary
Liquidity Facility, substantially similar in form, scope and substance to the
legal opinions and corporate documents delivered by the Initial Primary
Liquidity Facility Provider on the Second Closing Date. The Initial Primary
Liquidity Facility Provider agrees that its rights of reimbursement in respect
of the drawings under the amended Initial Primary Liquidity Facility will be
the same as its rights of reimbursement set forth in Section 3.09, and
fees payable in respect of the amended Initial Primary Liquidity Facility shall
be on the same basis and terms as the fees paid in respect of the Initial
Primary Liquidity Facility entered into on the Second Closing Date.


 


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


 


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


 


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


 


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


 


Section 2.11                                Additional
Notes. (a)  Subject to the next succeeding two sentences and
paragraphs (b) and (c) below and Section 5.02(f)(iv) and,
in the case of Additional Class E Notes, Section 5.02(f)(viii), as
applicable, the Issuer may issue Additional Notes pursuant to this Indenture,
the proceeds of which in each case shall be used to acquire Additional Aircraft
or make Conversion Payments, as the case may be, or to make payments into a
Cash Collateral Account or the Collections Account as Reserved Cash or to pay
expenses related thereto (each, an “Additional Issuance”). Each


 


49

















 


issuance
of Additional Notes shall be authorized pursuant to one or more Board
Resolutions and shall be effected only following a Rating Agency Confirmation
and upon obtaining the prior written consent of the Policy Provider (unless the
Policy Non-Consent Event has occurred) and the Initial Primary Liquidity
Facility Provider (unless the Initial Primary Liquidity Facility Non-Consent
Event has occurred), and the Holders of the Class E Notes. Each Additional
Note shall constitute a “Security” for all purposes under this Indenture and
shall have such subclass and such further designations added or incorporated in
such title as specified in the related Board Resolutions, in any indenture
supplemental hereto providing for the issuance of such Notes or specified in
the form of such Notes, as the case may be.


 


(b)                                 Each
Additional Note shall contain such terms as may be established in or pursuant
to the related Board Resolutions (subject to Section 2.01), in any
indenture supplemental hereto providing for the issuance of such Notes or
specified in the form of such Notes to the extent permitted below, and shall have
the same ranking pursuant to Section 3.09 with respect to all other
Obligations as the Notes of the class to which such Additional Notes belong
(and, with respect to other subclasses of such class, as provided in
Section 3.10). Prior to any issuance, any or all of the following, as
applicable, with respect to the related Additional Issuance shall have been
determined by the Issuer and set forth in such Board Resolutions, in any
indenture supplemental hereto or specified in the form of such Securities, as
the case may be:


 


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


 


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


 


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


 


(B)                                the
proposed date of such Additional Issuance;


 


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


 


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


 


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


 


(F)                                 if
other than denominations of $200,000 or higher integral multiples of $1,000
(with respect to Class G Notes) or $1,000,000 or higher (with respect to
Class E Notes), the denomination or denominations in which any such
Additional Notes shall be issuable;


 


(G)                                any
adjustments to be made, consistent with Sections 3.10 and 3.12, to the
applicable Pool Factors as result of the issuance of any such Additional Notes;
and


 


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


 


50

















 


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


 


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


 


(B)                                in
the case of Conversion Payments, a description of the Aircraft to be converted
and the Expected Useful Life of such Aircraft.


 


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


 


(c)                                  In
the event Additional Notes are issued as Class G Notes with the prior
consent of the Policy Provider, each of the Policy and the Policy Provider
Agreement shall be amended to cover such Additional Notes and the Policy
Provider shall deliver a new Policy or amended Policy, as applicable, to the
Trustee; provided, however,
that, notwithstanding anything to the contrary herein, no Class G Notes
that are not covered by the Policy or substantially similar credit support (as
determined by the Issuer, with the consent of the Policy Provider) may be
issued while the Policy remains outstanding (it being understood and agreed
that new uninsured Class G Notes may be issued in accordance with Section
2.10(g)). In connection with any such issuance of Additional Notes as a
subclass of Class G Notes and amendment of the Policy, the Policy Provider
agrees to deliver to the Issuer, on or prior to the date of issuance, legal
opinions and corporate documents in respect of the amended Policy,
substantially similar in form, scope and substance to the legal opinions and
corporate documents delivered by the Policy Provider on the Second Closing Date.
The Policy Provider agrees that its rights of reimbursement in respect of any
Policy Drawings under the amended Policy will be the same as its rights of
reimbursement set forth in Section 3.09, and premium payable in respect of
the amended Policy shall be on the same basis and terms as the Policy Premium
and the Policy Redemption Premium paid in respect of the Policy issued on the
Second Closing Date (unless otherwise agreed to by the Issuer and the Policy
Provider).


 


Section 2.12                                Delivery
of Remaining New Aircraft. (a)  Upon receipt by the Trustee of a
certificate executed by a Director stating (i) that a Remaining New
Aircraft has been delivered under and in accordance with the Second Share
Purchase Agreement, (ii) that no waiver of the conditions specified in
Clauses 3(a), 3(b), 3(c) and 13.2 of the Second Share Purchase Agreement
has occurred with respect to such Remaining New Aircraft (or the relevant
Company) without the receipt of a Rating Agency Confirmation and the prior
written consent of the Policy Provider, (iii) that an additional Class E-2
Note shall be issued to the Seller in the principal amount of the
Class E-2 Notes allocable to such Remaining New Aircraft, as set forth in
column VII of Exhibit A to the Second Share Purchase Agreement and as such
allocable amount may be adjusted according to the Second Share Purchase
Agreement with respect to the Class E-2 Notes, and specifying the
principal amount of such Class E-2 Note to be issued and (iv) the
amount of cash payable from the Aircraft Purchase Account allocable to such
Remaining New Aircraft, as set forth in column V of Exhibit A to the
Second Share Purchase Agreement, net of the amounts provided for in the Second
Share Purchase Agreement (any such amount, a “Remaining New Aircraft
Allocation Amount”), and wire instructions for the payment of such funds,
the Trustee shall (x) authenticate an additional Class E-2 Note
issued by the Issuer in a principal amount equal to the amount certified by the
Issuer with respect to such Remaining New Aircraft to, and register such Note
in the name of, the Seller and (y) transfer funds in the amount of the
Remaining New Aircraft Allocation Amount for such Remaining New Aircraft from
the relevant Aircraft Purchase Account in the amount so certified and in
accordance with the written instructions provided by the Issuer in accordance
with Section 3.05(a).


 


51

















 


Section 2.13                                Special
Transfer Provisions. (a)  Certain Transfers and Exchanges of
Book-Entry Interests and Definitive Interests. In connection with all
transfers and exchanges of Book-Entry Interests and Definitive Interests, other
than transfers of Book-Entry Interests and Definitive Interests corresponding
to a Global Note to Persons who will hold such Book-Entry Interest or
Definitive Interest in the form of a Book-Entry Interest or Definitive Interest
corresponding to the same Global Note, the transferor of such Book-Entry
Interest or Definitive Interest must deliver to the Trustee either (i)
(A) instructions given in accordance with the Applicable Procedures from a
Participant directing the Securities Depository to credit or cause to be
credited a Book-Entry Interest or Definitive Interest corresponding to the
specified Global Note in an amount equal to the Book-Entry Interest to be
transferred or exchanged, (B) a written order given in accordance with the
Applicable Procedures containing information regarding the Participant account
to be credited with such increase and (C) instructions given by the
Depositary to effect the transfer referred to in (A) and (B) above or
(ii) (A) instructions given in accordance with Applicable Procedures from
a Participant directing the Securities Depository to cause to be issued a
Definitive Note or the Depositary to issue a Definitive Interest, as the case
may be, by means of the process set forth in Section 2.07(a) (if permitted
pursuant to Section 2.07) in an amount equal to the Book-Entry Interest to
be transferred or exchanged and (B) instructions given by the Holder of
the Global Note to effect the transfer referred to in (A) above.


 


(b)                                 Transfer
of Book-Entry Interests or Definitive Interests in the Same Global Note. Book-Entry
Interests or Definitive Interests corresponding to any Global Note may be
transferred to Persons who will hold such Book-Entry Interest or Definitive
Interest in the form of a Book-Entry Interest or Definitive Interest
corresponding to the same Global Note in accordance with the transfer
restrictions set forth in the Restrictive Legend.


 


(c)                                  Transfer
of Book-Entry Interests or Definitive Interests to Another Global Note. Book-Entry
Interests or Definitive Interests corresponding to one of the Global Notes of
any subclass may be transferred to Persons who will hold such Book-Entry
Interest or Definitive Interest in the form of a Book-Entry Interest or
Definitive Interest corresponding to the other Global Note of such subclass if
the Depositary receives the following:


 


(i)                                     if
prior to or on the 40th day after the later of the commencement of the offering
of the Notes and the relevant Closing Date (the “Restricted Period”),
the transferor holds such Book-Entry Interest or Definitive Interest
corresponding to a Regulation S Global Note and if the transferee will hold
such interests in the form of a Book-Entry Interest or Definitive Interest
corresponding to a Rule 144A Global Note or an IAI Global Note, as
applicable, then the transferor must deliver a certificate in the form of
Exhibit F hereto, including the certifications in item (1) thereof. After
the expiration of the Restricted Period the certification requirements of this
clause (i) will no longer apply to such transfers; and


 


(ii)                                  if
the transferee will hold such interests in the form of a Book-Entry Interest or
Definitive Interest corresponding to a Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit F hereto,
including the certifications in item (2) thereof.


 


(d)                                 Notation
by the Trustee of Transfer of Book-Entry Interests or Definitive Interests
Among Global Notes. Upon satisfaction of the requirements for transfer of
Book-Entry Interests or Definitive Interests pursuant to
paragraphs (a) and (c) above, the Depositary shall present to
the Trustee the relevant Global Note from which the Book-Entry Interests are
being transferred to reduce the principal amount of such Global Note and the
relevant Global Note to which the Book-Entry Interests or Definitive Interests
are being transferred to increase the principal amount of such Global Note, in
each case, by the principal amount of such Book-Entry Interests or Definitive
Interests being transferred (and an appropriate notation shall be made thereon
by the Trustee). The Trustee shall then promptly deliver


 


52

















 


appropriate
instructions to the Securities Depository to reduce or reflect on its records a
reduction of the Book-Entry Interests in the Global Note from which the
Book-Entry Interests, if any, are being transferred by the principal amount of
such Book-Entry Interests, if any, and the Trustee shall promptly deliver
appropriate instructions to the Securities Depository concurrently with such
reduction, to increase or reflect on its records an increase of the Book-Entry
Interests, if any, in the Global Note to which Book-Entry Interests, if any,
are being transferred by the principal amount of such Book-Entry Interests, and
to credit or cause to be credited to the account of the Participant specified
in the instructions delivered by the transferor of such Book-Entry Interests,
if any, pursuant to paragraph (a) of this Section 2.13 the
Book-Entry Interests, if any, being transferred. The Trustee shall also
promptly deliver appropriate instructions to the Depositary to reduce or
reflect on its records a reduction of the Definitive Interests, if any, in the
Global Note from which the Definitive Interests, if any, are being transferred
by the principal amount of such Definitive Interests, if any, and the Trustee
shall promptly deliver appropriate instructions to the Depositary concurrently
with such reduction, to increase or reflect on its records an increase of the
Definitive Interests, if any, in the Global Note to which Definitive Interests,
if any, are being transferred by the principal amount of such Definitive
Interests, if any, and to credit or cause to be credited to the account of the
transferee specified in the instructions delivered by the transferor of such
Definitive Interests pursuant to paragraph (a) of this Section 2.13 the Definitive
Interests being transferred.


 


(e)                                  Exchange
of Book-Entry Interests for Definitive Notes or Definitive Interests. Any
Definitive Note or Definitive Interest delivered in exchange for a Book-Entry
Interest corresponding to a Rule 144A Global Note or Regulation S
Global Note, as the case may be, pursuant to the Deposit Agreement and
Section 2.07(a) shall, except as otherwise provided by
paragraph (f) of this Section 2.13, bear the Restrictive Legend
set forth in Section 2.02.


 


(f)                                    Restrictive
Legend. Upon the transfer, exchange or replacement of Definitive Notes not
bearing the Restrictive Legend, the Registrar shall deliver Definitive Notes
that do not bear the Restrictive Legend. Upon the transfer, exchange or
replacement of Definitive Notes bearing the Restrictive Legend, the Registrar
shall deliver only Definitive Notes that bear the Restrictive Legend unless, in
the case of Class G Notes, there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Issuer and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.


 


(g)                                 General.
By its acceptance of any Note bearing the Restrictive Legend, each Holder of
such Note acknowledges the restrictions on transfer of such Note set forth in
this Indenture and in the Restrictive Legend and agrees that it will transfer
such Note only as provided in this Indenture. By its acceptance of a Depositary
Interest, Book-Entry Interest or Definitive Interest corresponding to any
Global Note, each such owner acknowledges the restrictions on transfer of such
Depositary Interest,  Book-Entry Interest
or Definitive Interest set forth in this Indenture and the Deposit Agreement and
agrees that it will transfer such Depositary Interest, Book-Entry Interest or
Definitive Interest only as set forth in this Indenture and the Deposit
Agreement. The Registrar shall not register a transfer of any Definitive Note
unless such transfer complies with the restrictions on transfer of such
Definitive Note set forth in this Indenture. In connection with any transfer of
Notes or Book-Entry Interests or Definitive Interests corresponding thereto,
each Holder or owner thereof agrees by its acceptance of such Notes or such
Book-Entry Interests or Definitive Interests to furnish the Trustee or the
Depositary, as the case may be, the certifications and legal opinions described
herein to confirm that such transfer is being made pursuant to an exemption from,
or a transaction not subject to, the registration requirements of the
Securities Act and, if applicable, that the transfer satisfies the requirements
of Section 2.13(h); provided that
the Trustee or Depositary, as the case may be, shall not be required to
determine (but may rely on a determination made by the Issuer with respect to)
the sufficiency of any such legal opinions.


 


53

















 


The Trustee shall retain copies of all letters,
notices and other written communications received pursuant to this
Section 2.13 in accordance with its customary procedures. The Issuer shall
have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Trustee.


 


(h)                                 Transfers
of Class E Notes. Class E Notes may be transferred only if the
Trustee and the Issuer receive an Opinion of Counsel from counsel to the Issuer
in the United States and an opinion from the tax advisors to the Issuer in
Ireland, in each case to the effect that no Issuer Group Member should suffer
materially adverse Irish or United States taxes as a result of the transfer.


 


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


 


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


 


Section 2.15                                Statements
to Holders. (a)  The Issuer shall cause the Administrative Agent
to deliver to the Trustee, the Cash Manager and the Directors, and the Trustee
shall (or shall instruct any Paying Agent to) distribute or make available to
each Holder (including any beneficial holders with respect to the owners
of  Book-Entry Interests by delivery to
the Securities Depository), the Policy Provider, the Initial Primary Liquidity
Facility Provider and each Rating Agency (any such distribution, a “Trustee
Report Distribution”), on the second Business Day before each Payment Date
and on any other date for distribution of any payments with respect to each
subclass of Notes then outstanding, a monthly report, substantially in the form
attached as Exhibit E hereto prepared by the Administrative Agent and
setting forth the information described therein after giving effect to such
payment (each, a “Monthly Report”). The annual Appraisals delivered to
the Trustee pursuant to Section 5.03(c) will be reflected in the first
Monthly Report following such delivery. By the 15th day of March, June,
September and December, the Administrative Agent shall distribute to the
Trustee, who shall on the next Payment Date make a Trustee Report Distribution
of, a report including (i) a statement setting forth an analysis of the
Collections Account activity for the preceding fiscal quarter ended
January 31, April 30, July 31 and October 31, respectively,
(ii) a discussion and analysis of such activity and of any significant
developments affecting the Issuer Group in such quarter and (iii) an
updated description of the Current Aircraft (and any Additional Aircraft) then
in the Portfolio and the related Lessees (each, a “Quarterly Report”). On
or prior to April 30 of each year, commencing in 2008, the Administrative Agent
shall distribute to the Trustee, who shall on the next Payment Date make a
Trustee Report Distribution of, a report including (x) a statement setting
forth an analysis of the Collections Account activity for the preceding fiscal
year ended October 31, (y) a discussion and analysis of such activity
and of any significant developments affecting the Issuer Group in such year and
(z) updated information with respect to the Current Aircraft (and any
Additional Aircraft) then in the Portfolio (each, an “Annual Report”).


 


54

















 


Each
Annual Report shall include audited consolidated financial statements of the
Issuer Group. Each Quarterly Report and Annual Report shall also contain a
quarterly or annual, as the case may be, statement of (a) the Aircraft on
ground distinguishing between those on ground due to any repossessions and
those subject to re-marketing for re-leasing and (b) a comparison of
actual versus expected payment results. The Trustee shall deliver a copy of, or
make available via a website, each Quarterly Report and Annual Report to any
Holder or other Secured Party who requests a copy thereof.


 


(b)                                 The
Issuer shall cause the Administrative Agent to deliver, after the end of each
calendar year but not later than the latest date permitted by law, to the
Trustee, the Cash Manager, the Policy Provider, the Initial Primary Liquidity
Facility Provider and the Directors, and the Trustee shall (or shall instruct
any Paying Agent to) furnish to each Person who at any time during such
calendar year was a Holder of any subclass of Notes during such calendar year,
a statement prepared by the Administrative Agent containing the sum of the
amounts determined pursuant to Exhibit E hereto with respect to the
subclass of Notes for such calendar year or, in the event such Person was a
Holder of any subclass during only a portion of such calendar year, for the
applicable portion of such calendar year, and such other items as are readily
available to the Administrative Agent and which a Holder shall reasonably
request as necessary for the purpose of such Holder’s preparation of its U.S.
federal income or other tax returns. So long as any of the Notes are Global
Notes held by the Depositary, such report and such other items will be prepared
on the basis of such information supplied to the Administrative Agent by the
Depositary, and will be delivered by the Trustee, when received from the
Administrative Agent, to the Depositary to be available for forwarding by the
Depositary to the Securities Depository and the applicable beneficial owners in
the manner described above. In the event that any such information has been
provided by any Paying Agent directly to such Person through other tax-related
reports or otherwise, the Trustee in its capacity as Paying Agent shall not be
obligated to comply with such request for information.


 


(c)                                  The
Issuer shall cause a copy of each statement, report or document described in
Section 2.15(a) and Section 6.11(a) to be concurrently delivered by
the Administrative Agent to the Listing Agent for delivery, on its behalf to
the Companies Announcement Office of the Irish Stock Exchange, and to each
Rating Agency and the Primary Servicer.


 


(d)                                 At
such time, if any, as the Notes of any subclass are issued in the form of
Definitive Notes, the Trustee shall prepare and deliver the information
described in Section 2.15(b) to each Holder of a Definitive Note of such
subclass for the relevant period of ownership of such Definitive Note as
appears on the records of the Registrar.


 


(e)                                  Following
each Payment Date and any other date specified herein for distribution of any
payments with respect to the Notes and prior to a Refinancing or Redemption,
the Trustee shall cause notice thereof to be given (i) by either of
(A) the information contained in such notice appearing on the relevant
page of the Reuters Screen or such other medium for the electronic display of
data as may be approved by the Trustee and notified to Holders or
(B) publication in the Financial Times (European Edition) and The Wall
Street Journal (National Edition) or, if either newspaper shall cease to be
published or timely publication therein shall not be practicable, in such
English language newspaper or newspapers as the Trustee shall approve having a
general circulation in Europe and the United States and (ii) as long as
Book-Entry Interests are owned through the facilities of DTC, Euroclear and/or
Clearstream, and so long as such Notes are admitted to the Official List of the
Irish Stock Exchange and to trading on its unregulated market and the rules of
such exchange so permit as advised by the Listing Agent, delivery of the
relevant notice to the Securities Depository, Euroclear and/or Clearstream for
communication by them to owners of Book-Entry Interests of such subclass.


 


Notwithstanding the above, any notice to the Holders
of any class or subclass of Floating Rate Notes specifying an interest rate for
such Notes, any Payment Date, any principal payment or any


 


55

















 


payment of premium, if
any, shall be validly given by delivery of the relevant notice to the
Securities Depository, Euroclear and/or Clearstream for communication by them
to such Holders, and shall be promptly delivered to the Listing Agent and made
available at the offices of the Irish Paying Agent and the Irish Stock Exchange
(other than notices required to be delivered by the Administrative Agent or the
Cash Manager under the Related Documents).


 


(f)                                    The
Trustee shall be at liberty to sanction some other method of giving notice to
the Holders of any subclass if, in its opinion, such other method is
reasonable, having regard to the number and identity of the Holders of such
subclass and/or to market practice then prevailing, is in the best interests of
the Holders of such subclass and will comply with the rules of the unregulated
market of the Irish Stock Exchange as confirmed by the Listing Agent or such
other stock exchange (if any) on which the Notes of such subclass are then
listed, and any such notice shall be deemed to have been given on such date as
the Trustee may approve; provided that
notice of such method is given to the Holders of such subclass in such manner
as the Trustee shall require.


 


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


 


Section 2.17                                Holder
Representations and Covenants. Each Holder and beneficial owner of a Class
G Note, by the purchase of such Note or beneficial interest therein, covenants
and agrees that it will treat such Note as indebtedness for all purposes and
will not take any action contrary to such characterization, including, without
limitation, filing any tax returns or financial statements inconsistent
therewith.


 


ARTICLE III


 


ACCOUNTS; PRIORITY OF
PAYMENTS


 


Section 3.01                                Accounts.
(a)  Establishment of Accounts. The Cash Manager, acting on
behalf of the Security Trustee, shall direct the Operating Bank in writing to
establish (if not already established) and maintain on its books and records in
the name of the Security Trustee (i) a collections account (the “Collections
Account”), one or more aircraft purchase accounts (each, an “Aircraft
Purchase Account”) with respect to each Remaining New Aircraft, one or more
rental accounts (each, a “Rental Account”), one or more lessee funded accounts
as provided in the Cash Management Agreement (each, a “Lessee Funded Account”),
an expense account (the “Expense Account”), one note account for each of
the Class G-3 Notes and each subclass of the Class E Notes  (each, a “Note Account”), a liquidity
reserve account for the Class G Notes (the “Initial Primary Liquidity
Reserve Account”), a payment account for the Initial Primary Liquidity
Facility (the “Initial Primary Liquidity Payment Account”) and a
refinancing account for the Initial Notes (other than the Class E-1 Notes) (the
“Initial Notes Refinancing Account”), in each case on or before the
Second Closing Date and (ii) thereafter any additional Rental Accounts and
any additional Lessee Funded Accounts, in each case provided for in the Cash Management
Agreement, any additional Note Accounts, an additional Aircraft Purchase
Account for each Additional Aircraft not acquired on the Closing Date for the
related Additional Notes, an aircraft conversion account (the “Aircraft
Conversion Account”), a defeasance/redemption account (the “Defeasance/Redemption


 


56

















 


Account”), a refinancing account (the “Refinancing
Account”) and any other Account (including, any Cash Collateral Account)
the establishment of which is set forth in a Board Resolution delivered to the
Trustee, the Security Trustee and the Cash Manager, in each case at such time
as is set forth in this Section 3.01 or in such Board Resolution. On or
before the Second Closing Date, the Issuer shall establish an Irish collections
account (the “Irish VAT Refund Account”) in its name at an Eligible
Institution. Each Account shall be established and maintained as an Eligible
Account in accordance with the terms of, and be subject to, the Security Trust Agreement
(or, in the case of the Irish VAT Refund Account, a security agreement governed
by Irish law with respect thereto (the “Irish Security Agreement”) so as
to create, perfect and establish the priority of the security interest of the
Security Trustee in such Account and all cash, Investments and other property
therein under the Security Trust Agreement (or, in the case of the Irish VAT
Refund Account, the Irish Security Agreement) and otherwise to effectuate the
Security Trust Agreement (or, in the case of the Irish VAT Refund Account, the
Irish Security Agreement). Each new Account established pursuant to
Section 2.03(a)(i) of the Cash Management Agreement shall, when so
established, be the Account of such name and purposes for all purposes of this
Indenture.


 


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


 


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


 


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


 


57

















 


requirements
of the Security Trust Agreement (including the agreement of the Security
Trustee that it designate on its account records that it holds its interest in
each Lessee Funded Account for the benefit of the respective Lessee in respect
of whom such Segregated Funds are held). Without limiting the foregoing, no
cash, Investment and other property in a Lessee Funded Account may be used to
make payments, other than as permitted under Section 3.08, in respect of
the Securities at any time, including after the delivery of a Default Notice. Any
Segregated Funds relating to an expired or terminated Lease that remain in a
Lessee Funded Account after expiration or termination of such Lease and that
are not due and owing to the relevant Lessee under such expired or terminated
Lease shall, if so required under the terms of a subsequent Lease, if any,
relating to such Aircraft, be credited in a Lessee Funded Account for the
benefit of the next Lessee of the relevant Aircraft to the extent required
under the terms of such subsequent Lease and, to the extent not so required,
transferred to the Collections Account. When and as provided in the Cash
Management Agreement the Cash Manager shall cause to be established such
additional Lessee Funded Accounts as requested by the Financial Administrative
Agent and as are provided for in accordance with Section 3.01(a)(ii).


 


(e)                                  Expense
Account. On each Payment Date, such amounts as are provided in
Section 3.09 in respect of the Required Expense Amount and Permitted
Accruals shall be deposited into the Expense Account from the Collections
Account. Expenses shall be paid from the Expense Account as provided in
Section 3.04.


 


(f)                                    Rental
Accounts. All Rental Payments and other amounts received pursuant to any
Related Collateral Document shall be deposited into the applicable Rental
Account (including any Non-Trustee Account). Except with respect to amounts, if
any, that for local tax or other regulatory or legal reasons must be retained
on deposit or as to the transfer of which the Cash Manager determines (based on
information provided to the Cash Manager in a Written Notice from the Financial
Administrative Agent) there is any substantial uncertainty, all amounts so deposited
shall, within one Business Day of their receipt, be transferred by the Cash
Manager to the Collections Account. If the Cash Manager determines (based on
information provided to the Cash Manager in a Written Notice from the Financial
Administrative Agent) that, for any tax or other regulatory or legal reason,
any such Collections may not be deposited into an account in the name of the
Security Trustee, then, notwithstanding the requirements of
Section 3.01(a), the relevant Issuer Group Member may establish one or
more Rental Accounts (a “Non-Trustee Account”) for such Collections in
its own name (but subject to the direction and control of the Cash Manager on
behalf of the Security Trustee) at any Eligible Institution provided that the Lessor under the relevant Lease is or
becomes a party to a Security Document with respect to such Account.


 


(g)                                 Initial
Notes Refinancing Account; Refinancing Account. On or prior to the Second
Closing Date, the Operating Bank shall have established the Initial Notes Refinancing
Account pursuant to Section 3.01(a) in the name of the Security Trustee for the
benefit of the Holders of the Initial Notes (other than the Class E-1 Notes).
Amounts shall be deposited and withdrawn from the Initial Notes Refinancing
Account in accordance with Section 3.03(a)(ii). Upon the completion of the
redemption in full of the Initial Notes (other than the Class E-1 Notes), the
Financial Administrative Agent shall direct the Operating Bank in writing to
close the Initial Notes Refinancing Account. Upon Written Notice of the Issuer
to it of, or a Board Resolution provided to it authorizing, a Refinancing, the
Cash Manager shall cause the Operating Bank to establish and maintain a
Refinancing Account pursuant to Section 3.01(a) in the name of the
Security Trustee for the benefit of the Holders of the subclass of Class G
Notes, if any, to be refinanced. All net cash proceeds of such Refinancing
shall be deposited in the Refinancing Account and shall be held in such Account
until such proceeds are applied to pay the Redemption Price of and all accrued
and unpaid interest on such Class G Notes until such Class G Notes are
cancelled by the Trustee and Refinancing Expenses (and any Policy Premium
and/or Policy Redemption Premium due and payable to the Policy Provider) with
respect thereto (except to the extent the Directors have determined, as 


 


58

















 


evidenced
by a Board Resolution, to pay the same from funds available therefor as
Permitted Accruals in the Expense Account) and as otherwise provided in
Section 5.02(f)(ii).


 


(h)                                 Defeasance/Redemption
Account. Upon Written Notice of the Issuer to it, or a Board Resolution
provided to it authorizing that any subclass of Notes is to be redeemed
pursuant to Section 3.11 (other than in a Refinancing) or defeased under
Article XI, the Cash Manager shall cause the Operating Bank to establish
and maintain a Defeasance/Redemption Account pursuant to Section 3.01(a)
in the name of the Security Trustee for the benefit of the Holders of such
subclass. All amounts received for the purpose of any such redemption or
defeasance shall be deposited in the Defeasance/Redemption Account.


 


(i)                                     Aircraft
Purchase Accounts. As and to the extent provided in Section 3.03 (or,
in the case of any Additional Aircraft, in the terms of any indenture
supplemental hereto or a Board Resolution with respect to the related
Additional Notes), an amount equal to the Aircraft Allocation Amount for each
Remaining New Aircraft or, in the case of an Additional Aircraft, on the
Closing Date for the related Additional Notes will be transferred from the
Collections Account out of the proceeds of the Second Issuance Notes or
Additional Notes (as the case may be) to the Aircraft Purchase Account for that
Aircraft. The amount so deposited will be held in that Account and invested in
Permitted Account Investments until applied as provided in Section 3.04 or
3.05. The Issuer shall notify the Security Trustee and the Administrative Agent
of the satisfaction or waiver (specifying which) of all conditions for the
payment of the Aircraft Purchase Price of any Aircraft not acquired on the
Closing Date.


 


(j)                                     Conversion
Account. As and to the extent provided in Section 3.03 (or in the
terms of any indenture supplemental hereto or a Board Resolution with respect
to the related Additional Notes), an amount equal to any expected Conversion
Payment will be transferred from the Collections Account out of the proceeds of
the Additional Notes to the Aircraft Conversion Account. The amount so
deposited will be held in that Account and invested in Permitted Account
Investments until applied as provided in Section 3.04 or 3.08. The Issuer
shall notify the Security Trustee and the Cash Manager in writing of the
satisfaction or waiver (specifying which) of all conditions for the payment of
any Conversion Payment, and no amounts may be withdrawn or transferred from the
Aircraft Conversion Account until receipt of such notice as to such Conversion
Payment.


 


(k)                                  Note
Account. Upon the issuance of Notes of any subclass for which a Note
Account was not previously established, the Cash Manager shall cause the
Operating Bank to establish and maintain a Note Account for such subclass in
accordance with Section 3.01(a) in the name of the Security Trustee for
the benefit of the Holders of the Notes of such subclass. Upon the transfer of
any amounts to the Note Account for any subclass of Notes in accordance with
Section 3.09 or Section 3.15, the Trustee on the same day (including
any Special Distribution Date) shall pay all such amounts to the Holders of
such subclass of Notes as of the related Record Date in accordance with the
terms of this Indenture.


 


(l)                                     Irish
VAT Refund Account. All payments of refunds with respect to Irish
value-added tax and any other amounts related to Irish tax payments payable to
the Issuer or any Issuer Subsidiary shall be, when received, deposited in the
Irish VAT Refund Account. Funds held in the Irish VAT Refund Account shall be
converted into U.S. dollars with a recognized foreign exchange dealer or
foreign commercial bank (which may be the bank where the Irish VAT Refund
Account is located or the Cash Manager or an affiliate). The conversion of
currency into U.S. dollars shall be pursuant to the conversion procedures set
forth in Section 12.07. Upon conversion and receipt of U.S. dollars, the
Cash Manager shall cause such amounts to be deposited from the Irish VAT Refund
Account to the Collections Account as soon as administratively practicable. The
cost and expense of any such conversion shall be added to and reflected in the
rate obtained for conversion and in no event shall the Cash Manager or any of
its


 


59

















 


affiliates
be liable in respect of the exchange rate obtained for any such conversion or
any related cost or expense.


 


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


 


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


 


(m)                               Cash
Collateral Accounts. (i) Upon Written Notice of the Issuer to it, or a
Board Resolution provided to it authorizing the establishment of a Primary
Liquidity Reserve Account, the Cash Manager shall cause (with the prior written
consent of the Policy Provider and the Initial Primary Liquidity Facility
Provider) the Operating Bank to establish and maintain the Primary Liquidity
Reserve Account as a Cash Collateral Account pursuant to Section 3.01(a) in the
name of the Security Trustee for the benefit of the Secured Parties. If the
Cash Manager determines that on any Payment Date after making all withdrawals
and transfers to be made with respect to such Payment Date (for the avoidance
of doubt, prior to any drawings under the Initial Primary Liquidity Facility or
the Policy), there will be insufficient funds in the Collections Account (w) to
transfer to the Expense Account an amount such that the amount on deposit
therein is equal to the Required Expense Amount for such Payment Date,
(x) to pay the Interest Amount for each subclass of Class G Notes,
(y) to pay Senior Hedge Payments to each applicable Hedge Provider, in
each case as provided in Section 3.09 and (z) if such Payment Date is
the Final Maturity Date for any subclass of Class G Notes, to pay the
Outstanding Principal Balance of such subclass of Class G Notes on the
Final Maturity Date, the Cash Manager shall so notify the Trustee in writing
under Section 3.07 and direct the Operating Bank in writing on such
Payment Date to withdraw from the Primary Liquidity Reserve Account the lesser
of an amount equal to the shortfall in making the payments set forth in
clauses (w), (x), (y) and (z) above and the amount on deposit
therein. The Trustee shall, as set out in the written notice from the Cash
Manager, apply the amount so withdrawn, first, to the Expense Account an
amount such that the amount on deposit therein is at least equal to the
Required Expense Amount for such Payment Date, second, in no order of
priority inter se, but pro rata,
(A) to the Note Accounts for each subclass of Class G Notes, the
Interest Amount on such subclass of Class G Notes in no order of priority inter se, but pro rata
according to the amount of accrued and unpaid interest on such subclass of
Class G Notes; and (B) pro rata, to
any Hedge Provider, an amount equal to any Senior Hedge Payment due from any
Issuer Group Member pursuant to any Hedge Agreement and third, to the
Note Accounts for each subclass of Class G Notes, the Final Maturity Date
of which falls on such Payment Date, pro rata
according to the amount of principal of such subclass. If the Cash Manager
determines that the amount that will be on deposit in a Primary Liquidity
Reserve Account on any Payment Date, after making any withdrawals therefrom to
be made on such Payment Date, will exceed the aggregate Outstanding Principal
Balance of the Class G Notes, the Cash Manager shall so notify the Trustee
in writing and direct the Operating Bank in writing to withdraw the amount on
deposit in such Primary Liquidity Reserve Account on such Payment Date and
apply such balance, first, to the Note Accounts for each subclass of
Class G Notes, in the order of priority by subclass set forth in
Section 3.10, an amount equal to the Outstanding Principal Balance of each
such subclass, and second, to the Collections Account, for application
on such Payment Date in accordance with Section 3.09 (any such
application, a “Class G Cash Collateral Event”). Unless applied in
connection with a Class G Cash Collateral Event or on the Final Maturity
Date, no amount in the Primary Liquidity Reserve Account shall be available for
any shortfall in the payment of principal of the Class G Notes. Amounts in
the Primary Liquidity Reserve Account are not subject to the payment priorities
set forth in Section 3.09.


 


(ii)                                  Upon
receipt by the Cash Manager and the Trustee of a Board Resolution providing for
the establishment of any Cash Collateral Account (other than a Primary
Liquidity


 


60

















 


Reserve
Account) as an Eligible Credit Facility for one or more subclasses of Notes or
in respect of any other Obligation, the Cash Manager shall, by Written Notice,
and with the prior written consent of the Policy Provider and the Initial
Primary Liquidity Facility Provider cause the Operating Bank to establish
(within three Business Days of the giving of such Written Notice) and maintain
such Cash Collateral Account pursuant to Section 3.01(a) in the name of
the Security Trustee for the benefit of the Holders of the Notes of each such
subclass and/or the Secured Parties holding such other Obligation. All amounts
provided in connection with any such Board Resolution for deposit in such
Account and all amounts to be deposited in such Account under Section 3.09
as an Eligible Credit Facility shall be held in such Cash Collateral Account
for application, and all replenishment shall be made, in accordance with the
terms of the Board Resolution relating to such Eligible Credit Facility, which
Board Resolution shall include the basis of any replenishment of the Cash
Collateral Account, the purpose of the Cash Collateral Account and shall be
subject to the prior written consent of the Policy Provider and the Initial
Primary Liquidity Facility Provider.


 


(n)                                 Initial
Primary Liquidity Reserve Account. Following the funding of the Initial
Primary Liquidity Reserve Account with a Downgrade Drawing, a Final Drawing or
a Non-Extension Drawing, if the Cash Manager determines that on any Payment
Date after making all withdrawals and transfers to be made with respect to such
Payment Date, there will be insufficient funds in the Collections Account
(x) to transfer to the Expense Account an amount such that the amount on
deposit therein is equal to the Required Expense Amount for such Payment Date,
(y) to pay Senior Hedge Payments to each applicable Hedge Provider, in each
case as provided in Section 3.09 and (z) to pay the Interest Amount
for the Class G-3 Notes, as provided in Section 3.09, the Cash
Manager shall so notify the Trustee in writing under Section 3.07 and
shall direct the Operating Bank in writing on such Payment Date to withdraw
from the Initial Primary Liquidity Reserve Account the lesser of the amount
equal to the shortfall in making the payments set forth in clauses (x),
(y) and (z) above and the amount on deposit therein. The Trustee
shall, as set out in the Written Notice from the Cash Manager, apply the amount
so withdrawn, first, to the Expense Account an amount such that the
amount on deposit therein is at least equal to the Required Expense Amount for
such Payment Date, and second, in no order of priority inter se, but pro rata,
(A) to the Note Account for the Class G-3 Notes, the Interest Amount
on the Class G-3 Notes; and (B) pro rata, to
any Hedge Provider, an amount equal to any Senior Hedge Payment due from any
Issuer Group Member pursuant to any Hedge Agreement.


 


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


 


61

















 


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


 


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


 


(iii)                               if
required by the terms of a Lease as set forth in a Written Notice from the
Financial Administrative Agent to the Cash Manager, any investments of
Segregated Funds on deposit in a Lessee Funded Account or the Collections
Account shall be made on behalf of the relevant Lessee in such investments as
may be required thereunder.


 


(b)                                 The
Cash Manager, the Trustee or their respective Affiliates are permitted to
receive additional compensation that could be deemed to be in their respective
economic self interest for (i) serving as an investment advisor,
administrator, shareholder servicing agent, custodian or sub-custodian with
respect to certain Permitted Account Investments, (ii) using Affiliates to
effect transactions in certain Permitted Account Investments and (iii) effecting
transactions in certain Permitted Account Investments. Neither the Cash Manager
nor the Trustee guarantees the performance of any Permitted Account Investment.


 


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


 


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Section 3.03                                Closing
Date Deposits, Withdrawals and Transfers. The Cash Manager shall, on each
Closing Date at the written direction of the Issuer, upon the Operating Bank’s
receipt thereof, make, or direct the Operating Bank to make, the following
deposits and transfers to and from the Accounts in each case as specified in a
prior Written Notice of the Cash Manager to the Trustee, the Security Trustee
and the Operating Bank:


 


(a)                                  on
the Second Closing Date,


 


(i)                                     (A)
deposit in the Collections Account the proceeds of the issuance of the Second
Issuance Notes, (B) transfer from each of the Secondary Liquidity Reserve
Account (as defined in the Original Indenture) and the Tertiary Liquidity
Reserve Account (also defined in the Original Indenture) all amounts in such
accounts to the Collections Account and (C) deposit in any Lessee Funded
Account an amount equal to any Segregated Funds for each Lease related to any
New Aircraft being acquired from a Seller on the Second Closing Date;


 


(ii)                                  after
making the deposits required by clause (i) above and in the following
order (A) transfer from the Collections Account to the Expense Account,
such amount as is necessary so that the amount on deposit in the Expense
Account is an amount equal to the Required Expense Amount for the first Payment
Date occurring after the Second Closing Date and the Initial Expenses, as
specified in a Written Notice of the Cash Manager to the Trustee,
(B) transfer from the Collections Account to the Initial Notes Refinancing
Account for application in accordance with Section 3.11 and other applicable
provisions of the Original Indenture such amount as is necessary to pay the
Initial Notes in full (other than the Class E-1 Notes) (C) pay from the
Collections Account to the Seller or at the direction of the Seller the
Aircraft Allocation Amount for each New Aircraft being acquired from the Seller
on the Second Closing Date pursuant to the Second Share Purchase Agreement
minus the amount of any security deposits that are not Segregated Funds held by
an Issuer Subsidiary as lessor under the Lease with respect to such Aircraft,
minus an amount equal to the reduction of the Purchase Price (as defined in the
Second Share Purchase Agreement) by reason of any rent received by an Issuer
Subsidiary attributable to the period after the Second Closing Date in
accordance with Section 2.2(a)(i) of the Second Share Purchase Agreement
and minus the Initial Expenses (in which case the Written Notice of the Cash
Manager shall, as a condition to such payment, be accompanied by a Written
Notice of the Administrative Agent stating that the conditions to the
acquisition of each such Aircraft specified in the Second Share Purchase
Agreement have been fulfilled), (D) transfer from the Collections Account
the Aircraft Allocation Amount for each Remaining New Aircraft to the related
Aircraft Purchase Account, and (E) retain in the Collections Account the
balance, if any, remaining after making the foregoing transfers; and


 


(iii)                               withdraw
from the Expense Account such amount as is needed to discharge any Initial
Expenses then due and payable and pay such amount to the appropriate payees
thereof as specified in the Written Notice of the Cash Manager.


 


(b)                                 on
any Closing Dates occurring after the Second Closing Date in respect of the
issuance of any Additional Notes,


 


(i)                                     (A)
deposit in the Collections Account the proceeds of the issuance of such
Additional Notes, and (B) deposit in any Lessee Funded Account any
Segregated Funds received pursuant to any Acquisition Agreement; and


 


(ii)                                  after
making the deposits required by clause (i) above and in the following
order (A) transfer from the Collections Account to the Expense Account,
such amount as is necessary 


 


63

















 


so
that the amount on deposit in the Expense Account is an amount equal to the
Required Expense Amount for the next succeeding Payment Date, (B) transfer
from the Collections Account to any Cash Collateral Account then to be
established an amount equal to the Required Amount for such Account,
(C) pay from the Collections Account to the Seller the Aircraft Allocation
Amounts for each Aircraft being acquired from the Seller on the relevant
Closing Date (in which case the Written Notice of the Cash Manager shall, as a
condition to such payment, be accompanied by a Written Notice of the
Administrative Agent stating that the conditions to the acquisition of each
such Aircraft specified in the relevant Acquisition Agreement have been
fulfilled), (D) transfer from the Collections Account the Aircraft
Allocation Amount for each Additional Aircraft, if any, not being acquired on
that Closing Date to the related Aircraft Purchase Account, (E) in the
case of a Closing Date for any Additional Notes issued to finance any Aircraft
Conversion, transfer from the Collections Account to the Aircraft Conversion
Account such amount as the relevant Conversion Agreement requires to be paid on
or before that Closing Date and (F) retain in the Collections Account the
balance, if any, remaining after making the foregoing transfers.


 


(c)                                  on
any Closing Date occurring after the Second Closing Date involving the issuance
of Refinancing Notes, deposit the proceeds of such Refinancing into the
Refinancing Account for application in accordance with Section 3.08(a).


 


Section 3.04                                Interim
Deposits, Transfers and Withdrawals. On any Business Day, the Cash Manager
upon the Operating Bank’s receipt thereof, may make, or direct the Operating
Bank to make, without duplication, the following deposits, transfers and
withdrawals to and from the Accounts, in each case as specified in a prior
Written Notice of the Cash Manager to the Trustee, the Security Trustee and the
Operating Bank (which Written Notice of the Cash Manager shall, as a condition
to any such deposit, withdrawal and transfer be accompanied by a Written Notice
of the Financial Administrative Agent setting forth the amounts of such
deposits, withdrawals and transfers):


 


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


 


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


 


(c)                                  transfer
from the Collections Account from time to time (but in no event on less than
one Business Day’s prior Written Notice to the Trustee (unless such one Business
Day’s notice requirement is waived by the Trustee)) other amounts to the
Expense Account, in each case only to the extent that such funds are to be
applied to Primary Expenses that become due and payable during such Interest
Accrual Period and for the payment of which there are insufficient funds in the
Expense Account; provided that no such transfer
from the Collections Account in respect of Primary Expenses shall be made prior
to the next succeeding Payment Date if, in the reasonable judgment of the Cash
Manager, such transfer would have a material adverse effect on the ability of
the Issuer to make payments of accrued and unpaid interest on the Senior Class
then Outstanding on the next Payment Date therefor in accordance with
Section 3.09;


 


64

















 


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


 


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


 


(f)                                    withdraw
from the Aircraft Conversion Account an amount equal to the Conversion Payment
for any Aircraft Conversion, to the extent the relevant Conversion Agreement
requires payment on that Business Day.


 


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


 


(i)                                     transfer
from the Collections Account and deposit into the relevant Lessee Funded
Account, an amount equal to any Segregated Funds for the Lease related to such
Aircraft;


 


(ii)                                  pay
out of the Aircraft Purchase Account for such Aircraft to the Seller or at the
direction of the Seller the Aircraft Allocation Amount for such Aircraft and
any Investment Earnings thereon minus the amount of any security deposits that
are not Segregated Funds held by an Issuer Subsidiary as lessor under the Lease
with respect to such Aircraft; and


 


(iii)                               pay
out of the Aircraft Purchase Account for such Aircraft to the Collections
Account the amount of any security deposits that are not Segregated Funds held
by an Issuer Subsidiary as lessor under the Lease with respect to such
Aircraft.


 


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


 


(c)                                  Delivery
Expiry Date. Upon Written Notice of the Administrative Agent to the Cash
Manager, the Trustee, the Security Trustee and the Operating Bank that the
Issuer is no longer required, pursuant to the terms of the applicable
Acquisition Agreement, to purchase any New Aircraft or Additional Aircraft
(whether by reason of the passing of the Delivery Expiry Date, the occurrence
of a Non-Delivery Event, the exercise by the Issuer of any termination right
under that Acquisition Agreement or otherwise), the Cash Manager shall direct
the Operating Bank to (i) transfer from the Aircraft Purchase Account for
each Aircraft so affected to the Collections Account (for application in
accordance with Section 3.09) the Aircraft Allocation Amount for each such
Aircraft and (ii) transfer to the Note Account for the Class E Notes,
an amount equal to the Investment Earnings remaining in such Aircraft Purchase
Account.


 


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(d)                                 Rent
Payment Reimbursement Amount. On each Payment Date prior to an Acquisition
Date with respect to a Remaining New Aircraft, the Cash Manager shall direct
the Operating Bank to pay to the Seller an amount equal to the Rent Payment
Reimbursement Amount (as defined in the Second Share Purchase Agreement) for
such Remaining New Aircraft for the Rent Transfer Period (as defined in the
Second Share Purchase Agreement and as specified by the Financial
Administrative Agent in a Written Notice to the Cash Manager) ending
immediately preceding such Payment Date, such payment to made from first,
the Investment Earnings in the Aircraft Purchase Account for such Remaining New
Aircraft accrued during such Rent Transfer Period and second, from the
Collections Account in accordance with Section 3.09.


 


Section 3.06                                Interim
Deposits and Withdrawals for Aircraft Sales. The Cash Manager shall direct
the Operating Bank to deposit any and all proceeds received in respect of any
Aircraft Sale by or on behalf of any Issuer Group Member in the Collections
Account (other than in connection with any sale of all or substantially all of
the assets of the Issuer Group, in which case the Cash Manager shall direct the
Operating Bank to deposit any and all proceeds thereof into the
Defeasance/Redemption Account in connection with the redemption of each
subclass of the Notes) in each case as specified in a Written Notice of the
Cash Manager to the Trustee, the Security Trustee and the Operating Bank (which
Written Notice of the Cash Manager shall, as a condition to any such deposit be
accompanied by a Written Notice of the Financial Administrative Agent setting
forth the amount of such deposit). Any funds then on deposit in a Lessee Funded
Account related to the Aircraft subject to such sale or other disposition shall
be applied on a basis consistent with the terms of the Lease related to such
Aircraft, if any, or as otherwise provided by the relevant agreements related
to such sale or other disposition.


 


Section 3.07                                Calculation
Date Calculations. (a)  Calculation of Required Amounts. The
Cash Manager shall determine, as soon as practicable after each Calculation
Date, but in no event later than four Business Days preceding the immediately
succeeding Payment Date, based on information known to the Cash Manager or
Relevant Information (and, without limitation, in the case of
clauses (ii), (iii), (iv), and (v) below, a Written Notice from the
Financial Administrative Agent received by the Cash Manager no later than
10:00 a.m. New York City time on the day after such Calculation Date
setting forth the amounts required for the calculations in such clauses)
provided to the Cash Manager, the Collections received during the period
commencing on the close of business on the preceding Calculation Date and
ending on the close of business on such Calculation Date and calculate the
following amounts:


 


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


 


(ii)                                  the
Required Expense Amount for such Payment Date and any amount to be deposited in
respect of Permitted Accruals as of such Calculation Date;


 


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


 


(iv)                              the
net Segregated Funds, if any, available to be transferred into the Collections
Account on such Calculation Date;


 


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(v)                                 the
Required Amount for any Cash Collateral Account and any amounts to be
transferred in respect of Eligible Credit Facilities under
clause (iv) of Section 3.09(a) or clause (ii) of
Section 3.09(b); and


 


(vi)                              any
amount to be transferred from any Aircraft Purchase Account and the Aircraft
Conversion Account, to the Collections Account as provided, respectively, in
Section 3.05(c) or Section 3.04(f).


 


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


 


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


 


(ii)                                  the
Interest Amount in respect of each class or subclass of Floating Rate Notes on
such Payment Date;


 


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


 


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


 


(v)                                 any
interest due and owing to the Policy Provider on, or interest amounts that
constitute, Policy Provider Obligations.


 


(c)                                  Calculation
of Principal and Other Amounts. The Cash Manager shall, not later than four
Business Days prior to each Payment Date, calculate or determine the following:


 


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


 


(ii)                                  the
Adjusted Portfolio Value and the Assumed Portfolio Value on such Payment Date;


 


(iii)                               the
Expected Target Principal Balance for each subclass of the Class G Notes
Outstanding on such Payment Date with respect to each subclass of the Class G
Notes; and


 


(iv)                              the
Outstanding Principal Balance, if any, to be paid with respect to each class or
subclass of Notes.


 


(d)                                 Calculation
of Refinancing Amounts. The Cash Manager shall, not later than two Business
Days prior to each Business Day on which a Refinancing or Redemption of any
subclass of Notes is scheduled to occur, perform the calculations necessary to
determine the Redemption Price (including LIBOR Break Costs, if any) of and the
accrued and unpaid interest on such Notes.


 


(e)                                  Application
of the Available Collections. The Cash Manager shall, not later than
1:00 p.m. New York City time on the third Business Day prior to each
Payment Date, determine the amounts to be applied on such Payment Date to make
each of the payments contemplated by


 


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Section 3.09(a)
or 3.09(b), as applicable, setting forth separately, the amount to be applied
on such Payment Date pursuant to each clause of Section 3.09(a) or
3.09(b), as applicable, including, where applicable, the allocation of
principal of the Notes in accordance with Section 3.10.


 


(f)                                    Aircraft
Acquisitions. No later than four Business Days prior to the Acquisition
Date for each Aircraft, the Cash Manager (as directed by the Financial
Administrative Agent) shall determine, and give the Trustee and Security
Trustee a Written Notice setting out, the amounts to be paid under
Section 3.03 or Section 3.05 for the applicable Aircraft (as applicable),
the Acquisition Date and that the conditions to the purchase of such Aircraft
set forth in each relevant Acquisition Agreement have been fulfilled.


 


(g)                                 Calculations
in respect of Initial Primary Liquidity Facility Drawings. The Cash Manager
shall make the following calculations or determinations in respect of the
Initial Primary Liquidity Facility and the Required Expense Amount, the Senior
Hedge Payments and the Class G Notes:


 


(i)                                     as
soon as practicable after each Calculation Date, but in no event later than
12:00 p.m. New York City time on the date which is the third Business Day
prior to each Payment Date, determine (after giving effect to the application
of Available Collections in accordance with the applicable payment priorities
set forth in Section 3.09), whether a shortfall exists as of such
Calculation Date in the Available Collections to make payment on the next
succeeding Payment Date of the Required Expense Amount due on such Payment Date
(any such shortfall in respect of the Required Expense Amount and any Payment
Date, a “Required Expenses Shortfall” therefor);


 


(ii)                                  as
soon as practicable after each Calculation Date, but in no event later than
12:00 p.m. New York City time on the date which is the third Business Day
prior to each Payment Date, determine (after giving effect to the application
of Available Collections in accordance with the applicable payment priorities
set forth in Section 3.09) any shortfall (determined as of such
Calculation Date) in the amount necessary for the payment in full of the Senior
Hedge Payments to each applicable Hedge Provider due on such Payment Date (any
such shortfall of Senior Hedge Payments, the “Senior Hedge Payments
Shortfall” therefor); and


 


(iii)                               as
soon as practicable after each Calculation Date, but in no event later than
12:00 p.m. New York City time on the date which is the third Business Day
prior to each Payment Date, determine (after giving effect to the application
of Available Collections in accordance with the applicable payment priorities set
forth in Section 3.09), whether a shortfall exists as of such Calculation
Date in the Available Collections to make payment on the next succeeding
Payment Date of the Interest Amount due on the Class G-3 Notes on such
Payment Date (any such shortfall in respect of the Class G-3 Notes and any
Payment Date, a “Liquidity Facility Interest Class G Shortfall”
therefor).


 


(h)                                 Calculations
in respect of Policy Drawings. The Cash Manager shall make the following
calculations or determinations in respect of the Policy and the Class G
Notes:


 


(i)                                     as
soon as practicable after each Calculation Date, but in no event later than
12:00 p.m. New York City time on the date which is the third Business Day prior
to each Payment Date, determine (after giving effect to the application of
Available Collections in accordance with the applicable payment priorities set
forth in Section 3.09, the application of LF Drawings to be made pursuant
to the Initial Primary Liquidity Facility (or drawings under any Replacement
Primary Liquidity Facility), any withdrawals from the Initial Primary Liquidity
Reserve Account, any drawings under any other applicable Eligible Credit
Facility and any


 


68

















 


withdrawals
from any applicable Cash Collateral Account), whether a shortfall exists as of
such Calculation Date in the Available Collections to make payment on the next
succeeding Payment Date of Accrued Class G Interest (but not, for the
avoidance of doubt, Certain Interest on Unpaid Interest) due on the Class G-3
Notes on such Payment Date (any such shortfall in respect of the Class G-3
Notes and any Payment Date, an “Interest Class G Shortfall”
therefor);


 


(ii)                                  as
soon as practicable after the Calculation Date next succeeding the date of a
sale or other disposition of an Aircraft or of an Issuer Subsidiary which owns
an Aircraft, but in no event later than 12:00 p.m. New York City time on
the date which is the third Business Day prior to the next succeeding Payment
Date, determine, the shortfall, if any, between the Class G Note Target
Price (determined as of the date of disposition) of the disposed Aircraft (or
of the Aircraft owned by the disposed Issuer Subsidiary) by or on behalf of, or
at the direction of, the Controlling Party after an Acceleration of the Notes
and the Net Sale Proceeds (as provided to the Cash Manager and the Policy
Provider in a Written Notice from the Primary Servicer specifying the amounts
of such proceeds) from the sale or other disposition of the relevant Aircraft
(or of the Issuer Subsidiary owning such Aircraft) (the “Deficiency
Class G Shortfall” with respect to the next succeeding Payment Date);


 


(iii)                               as
soon as practicable after the Calculation Date immediately preceding the Final
Maturity Date for the Class G-3 Notes, but in no event later than
12:00 p.m. New York City time on the date which is the third Business Day
prior to such Final Maturity Date, determine (after giving effect to the
application of Available Collections in accordance with the applicable payment
priorities set forth in Section 3.09 and the application of any
withdrawals from any Cash Collateral Account, in accordance with the terms
hereof) any shortfall (determined as of such Calculation Date) in the amount
necessary for the payment in full of the Outstanding Principal Balance of the
Class G-3 Notes (less any Policy Drawings previously paid in respect of
principal of the Class G-3 Notes) on the Final Maturity Date therefor together
with accrued and unpaid interest thereon (at the Applicable Rate of Interest
for the Class G-3 Notes) (any such shortfall of principal and interest in
respect of the Class G-3 Notes on the Final Maturity Date, the “Outstanding
Amount” therefor);


 


(iv)                              as
promptly as practicable after the date of any Avoided Payment, calculate the
amount of such Avoided Payment; and


 


(v)                                 as
soon as practicable after each Calculation Date on or following the date that
is twenty-four months after the date (as determined by the Trustee and notified
to the Policy Provider in writing) of the occurrence of an Event of Default
under Section 4.01(a) or Section 4.01(b) that is continuing as of such
Calculation Date or an Acceleration of the Notes, but in no event later than
12:00 p.m. New York City time on the date which is the third Business Day prior
to the immediately succeeding Payment Date, determine (after giving effect to
all payments and transfers to be made with respect to such Payment Date and the
application of Available Collections in accordance with the applicable payment
priorities set forth in Section 3.09 and the application of any LF Drawings to
be made pursuant to the Initial Primary Liquidity Facility (or drawings under
any Replacement Primary Liquidity Facility), any withdrawals from the Initial
Primary Liquidity Reserve Account, any drawings under any other applicable
Eligible Credit Facility and any withdrawals from any Cash Collateral Account,
if any, in accordance with the terms hereof) the shortfall (determined as of
such Calculation Date), if any, of Available Collections and such other amounts
for the payment on the next succeeding Payment Date of the Insured Minimum
Principal Payment Amount, if any, of the Class G-3 Notes for such Payment Date
(with respect to any such Payment Date, a “Minimum Class G Principal
Shortfall”).


 


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Section 3.08                                Payment
Date First Step Withdrawals and Transfers. Two Business Days prior to each
Payment Date, the Cash Manager shall direct the Operating Bank to make, on such
Payment Date, the following withdrawals from and transfers to the Accounts in
each case as specified in a Written Notice of the Cash Manager to the Trustee,
the Security Trustee and the Operating Bank (and, in the case of
clauses (c) and (d) below, such direction shall be based on
information provided by the Financial Administrative Agent in a Written Notice
to the Cash Manager specifying the amounts for such clauses):


 


(a)                                  transfer
the net proceeds of any Refinancing of any Notes from the Refinancing Account
to any Cash Collateral Account established for the related Refinancing Notes
(up to the Required Amount therefor in accordance with Section 3.03)
and/or as Reserved Cash to the Collections Account (in accordance with
Section 3.03) and the balance to the applicable Note Accounts, in each case
in accordance with Sections 2.10(b) and 5.02(f);


 


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


 


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


 


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


 


(e)                                  transfer
from any Account (other than the Collections Account, the Aircraft Purchase
Accounts and the Initial Primary Liquidity Reserve Account to the Collections
Account the amount of Investment Earnings (net of losses and investment
expenses), if any, on investments of funds on deposit therein during the
preceding Interest Accrual Period, except that (a) earnings on any portion
of the funds on deposit in any Account required under the terms of the related
Lease to be repaid to the related Lessee shall be retained therein and
(b) in the case of the Aircraft Purchase Account, any earnings on any
portion of the purchase price funds in respect of an Aircraft on deposit in the
Aircraft Purchase Account shall be retained therein for application in
accordance with Section 3.05;


 


(f)                                    after
payment in full of all Conversion Payments to be made for any Aircraft
Conversion, transfer any balance of the amount originally deposited in the
Aircraft Conversion Account in respect of such Aircraft Conversion from the
Aircraft Conversion Account to the Collections Account for application in
accordance with Section 3.09; and


 


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


 


Section 3.09                                Payment
Date Second Step Withdrawals. (a)  On each Payment Date, after
the withdrawals and transfers provided for in Section 3.08 have been made,
the Cash Manager shall direct the Operating Bank to distribute from the
Collections Account (or retain in the Collections Account, if so indicated in
the relevant clause below) in each case as specified in a Written Notice of the
Cash Manager to the Trustee, the Security Trustee and the Operating Bank at
least two Business Days prior to such Payment Date, the amounts set forth below
in the order of priority set forth below but, in each case, only to the extent
that all Prior Ranking Amounts then required to be paid (or retained in the
Collections Account, as applicable) have been paid (or retained in the
Collections Account, as applicable) (provided  


 


70

















 


that
the amount to be paid shall be reduced in inverse order of priority by the
amount of any payment by a Hedge Provider under a Hedge Agreement that was
assumed pursuant to Section 3.07(a)(iii) to be, but has not in fact been,
paid on such Payment Date). All payments of Available Collections to be made to
or for the account of Holders of any subclass of Notes pursuant to this
Section 3.09 shall be made through a direct transfer of funds to the
applicable Note Account with respect to such subclass of Notes.


 


(i)                                     to
the Expense Account, an amount such that the amount on deposit therein is at
least equal to the Required Expense Amount for such Payment Date (including
Policy Expenses);


 


(ii)                                  in
no order of priority inter se, but pro rata as to the amounts described below in
clauses (A), (B) and (C) as follows:  (A) to the Note Account for each
subclass of Class G Notes, the Interest Amount on such subclass of
Class G Notes in no order of priority inter se but pro rata according to the amount of accrued and unpaid
interest on each such subclass of Class G Notes less the amount of
any Interest Class G Drawing, if any, relating to such subclass of
Class G Notes paid on or before such Payment Date by the Policy Provider
under the Policy prior to such Payment Date to the extent not theretofore
reimbursed to the Policy Provider as of such Payment Date and less the
amount of any LF Drawing, if any, in respect of the Interest Amount due on such
subclass of Class G Notes paid on or before such Payment Date by the
Initial Primary Liquidity Facility Provider under the Initial Primary Liquidity
Facility to the extent not theretofore reimbursed to the Initial Primary
Liquidity Facility Provider as of such Payment Date, (B) pro rata, to any Hedge Provider, an amount equal to any
Senior Hedge Payment due from any Issuer Group Member pursuant to any Hedge
Agreement, and (C) to the Policy Provider, an amount equal to accrued
interest (at the Applicable Rate of Interest with respect to the related
subclass of Class G Notes) on the amount of a Policy Drawing paid by the
Policy Provider under the Policy in respect of such subclass of Class G
Notes prior to such Payment Date;


 


(iii)                               to
the Policy Provider, (A) the amounts so paid by the Policy Provider in
respect of any such Interest Class G Drawings referred to in
clause (ii) above and (B) an amount equal to any Senior Hedge Payment
made by the Policy Provider on behalf of an Issuer Group Member, in each case
to the extent not theretofore reimbursed to the Policy Provider as of such
Payment Date;


 


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


 


(v)                                 to
the Policy Provider, any Policy Premium due and owing to the Policy Provider
and any accrued and unpaid interest on any Policy Premium;


 


71

















 


(vi)                              to
the Expense Account, such amount as an accrual (the “Permitted Accruals”)
in respect of any Modification Payments or Refinancing Expenses as the Cash
Manager shall determine;


 


(vii)                           to the
Note Accounts for each subclass of the Class G Notes, in the order of
priority by subclass set forth in Section 3.10, an amount equal to the
Outstanding Principal Balance of each such subclass;


 


(viii)                        to pay
Special Indemnity Payments to the applicable party pro rata;


 


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


 


(x)                                   to
the Note Accounts for each subclass of Class E Notes, the Interest Amount
on such subclass of Class E Notes in no order of priority inter se, but pro rata
according to the amount of accrued and unpaid interest on such subclass of
Class E Notes;


 


(xi)                                to
the Note Account for each subclass of Class E Notes, in the order of
priority by subclass set forth in Section 3.10, an amount equal to the
Outstanding Principal Balance of each such subclass; and


 


(xii)                             to
the Charitable Trustee for the Charitable Trust, all remaining amounts.


 


(b)                                 Anything
to the contrary contained in Section 3.09(a) notwithstanding, following
delivery to the Issuer and the Cash Manager of a Default Notice or during the
continuance of an Acceleration Default, the allocation of payments described in
Section 3.09(a) shall not apply and the Cash Manager shall direct the
Operating Bank in writing to cause all amounts on deposit in the Collections
Account and the Expense Account to be applied on each Payment Date in the
following order of priority:


 


(i)                                     to
the Expense Account, an amount such that the amount on deposit therein is equal
to the Required Expense Amount for such Payment Date (including Policy
Expenses);


 


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


 


(iii)                               to
the Policy Provider, any Policy Premium due and payable to the Policy Provider
and any accrued and unpaid interest on any Policy Premium;


 


(iv)                              in
no order of priority inter se, but pro rata as to the amounts described in clauses (A),
(B) and (C):  (A) first,
to the Note Accounts for each subclass of Class G Notes, the Interest
Amount on such subclass of Class G Notes in no order of priority inter se but pro rata
according to the amount of accrued and unpaid interest on such subclass of
Class G Notes less the amount of any Interest Class G Drawing,
if any, relating to such subclass of Class G Notes paid


 


72

















 


on
or before such Payment Date by the Policy Provider under the Policy prior to
such Payment Date to the extent not theretofore reimbursed to the Policy
Provider as of such Payment Date and less the amount of any LF Drawing,
if any, in respect of the Interest Amount due on such subclass of Class G
Notes paid on or before such Payment Date by the Initial Primary Liquidity
Facility Provider under the Initial Primary Liquidity Facility to the extent
not theretofore reimbursed to the Initial Primary Liquidity Facility Provider as
of such Payment Date, and second, to the Policy Provider, (I) the
amounts so paid by the Policy Provider in respect of such Interest Class G
Drawings to the extent not theretofore reimbursed to the Policy Provider as of
such Payment Date and (II) an amount equal to any Senior Hedge Payment
made by the Policy Provider on behalf of an Issuer Group Member, in each case
to the extent not theretofore reimbursed to the Policy Provider; (B) pro rata to any Hedge Provider, such amounts as are required
to make any Senior Hedge Payments due to such Hedge Provider pursuant to any
Hedge Agreement and (C) to the Policy Provider, an amount equal to the
accrued interest (at the Applicable Rate of Interest with respect to the
relevant subclass of Class G Notes) on any amounts paid by the Policy
Provider under the Policy in respect of a subclass of Class G Notes prior
to such Payment Date to the extent not theretofore reimbursed to the Policy
Provider;


 


(v)                                 first,
to the Note Accounts for each subclass of Class G Notes, the Outstanding
Principal Balance of such subclass of Class G Notes in no order of
priority inter se but pro rata
according to the amount of the principal of such subclass of Class G Notes
less the amounts of Policy Drawings in respect of the principal of the
Class G Notes, if any, paid by the Policy Provider under the Policy for
periods prior to such Payment Date to the extent not theretofore reimbursed to
the Policy Provider, and


 


second, to the Policy Provider, an
amount equal to the amount of Policy Drawings in respect of principal of the
Class G Notes paid by the Policy Provider under the Policy prior to such
Payment Date to the extent not theretofore reimbursed to the Policy Provider as
of such Payment Date,


 


(vi)                              to
pay Special Indemnity Payments to the applicable party pro rata;


 


(vii)                           to any
Hedge Provider, pro rata  inter se,
such amounts as are required to make any Subordinated Hedge Payments due to
such Hedge Provider;


 


(viii)                        in no
order of priority inter se, but pro rata in respect of amounts outstanding or payable on
such date, to the Note Accounts for each subclass of Class E Notes, all
accrued and unpaid interest on, and the Outstanding Principal Balance of such
subclass of Class E Notes; and


 


(ix)                                to
the Charitable Trustee for the Charitable Trust, all remaining amounts.


 


Section 3.10                                Allocations
of Principal Payments Among Subclasses of the Notes. To the extent that any
payment of principal pursuant to Section 3.09(a) is allocable to any class
of Notes on any Payment Date, such payment will be applied to repay all Notes
in such class in the following order of priority:  (i) First, to each such subclass,
in no order of priority inter se, but pro rata according to the amount of, but not to exceed, the
excess, if any, of the Outstanding Principal Balance of each such
subclass over the product of the applicable Pool Factor on such Payment
Date and the initial principal balance of each such subclass; (ii) Second,
to each such subclass with an Expected Final Payment Date that falls on or
before such Payment Date, in order of the earliest issued subclass; provided that in the case of two or more subclasses issued
on the same date, the Available Collections will be applied to such subclasses
in order of the subclass with the earliest Expected Final Payment Date and,
with respect to any two or more subclasses having the same Expected Final
Payment Date, the Available Collections will be


 


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applied
to such subclasses pro rata
according to the Outstanding Principal Balance of each such
subclass (after giving effect to any payment under clause (i) above)
on such Payment Date; and (iii) Third, to each such subclass in
order of the earliest Expected Final Payment Date, provided, in the case of two
or more subclasses having the same Expected Final Payment Date, in no order of
priority inter se, but pro rata,
according to the Outstanding Principal Balance of each such
subclass (after giving effect to any payment under clauses (i) and
(ii) above) on such Payment Date.


 


Section 3.11                                Certain
Redemptions; Certain Premiums. (a)  Optional Redemption.  Subject
to the provisions of Section 3.11(c), on any Business Day the Issuer may
elect to redeem (including in connection with any Refinancing) any subclass of
the Class G Notes in whole or in part (provided, that, any such Refinancing
prior to the third anniversary of the Second Closing Date shall require the
Policy Provider’s consent whether or not a Policy Non-Consent Event will occur
in connection with such Refinancing) out of amounts available in the
Defeasance/Redemption Account or, in the case of a Refinancing, the Refinancing
Account, for such purpose, if any, other than, in either such case, any funds
constituting part of the Available Collections, at the Redemption Price
(including any LIBOR Break Costs) plus any accrued and unpaid interest (after
giving effect to any payment thereof on such Redemption Date under
Section 3.09) on the Notes to be redeemed on the Redemption Date plus the
Policy Redemption Premium, if any; provided that
after the giving of a Default Notice or the Acceleration of any Notes, the
Notes may be redeemed only in whole but not in part pursuant to this
Section 3.11(a); and provided further
that Written Notice of any such Redemption shall be given by the Issuer (or the
Administrative Agent on its behalf) to the Trustee not less than ten days and
not more than thirty days prior to such Redemption Date.


 


(b)                                 Redemption
for Taxation Reasons. Subject to the provisions of Section 3.11(c),
if, at any time,


 


(i)                                     the
Issuer is, or on the next succeeding Payment Date will be, required to make any
withholding or deduction under the laws or regulations of any applicable tax
authority with respect to any payment on any subclass of Class G Notes; or


 


(ii)                                  the
Issuer is or will be subject to any circumstance (whether by reason of any law,
regulation, regulatory requirement or double-taxation convention, or the
interpretation or application thereof, or otherwise) that has resulted or will
result in the imposition of a tax (whether by direct assessment or by
withholding at source) or other similar imposition by any jurisdiction that
would (A) materially increase the cost to the Issuer of making payments in
respect of any subclass of Class G Notes or of complying with its obligations
under or in connection with the Notes; (B) materially increase the
operating or administrative expenses of the Issuer or the Charitable Trust
under which 95.1% of the ordinary share capital of the Issuer is held; or
(C) otherwise obligate the Issuer or any of its subsidiaries to make any
material payment on, or calculated by reference to, the amount of any sum
received or receivable by the Issuer, or by the Cash Manager on behalf of the
Issuer Group as contemplated by the Cash Management Agreement;


 


then the Issuer shall inform the Trustee in writing at
such time of any such requirement or imposition and shall use commercially
reasonable efforts to avoid the effect of the same; provided
that no actions shall be taken by the Issuer to avoid such effects without a
Rating Agency Confirmation and the prior written consent of the Policy Provider.
If, after using its commercially reasonable efforts to avoid the adverse
effects described above, any Issuer Group Member has not avoided such effects,
the Issuer may, at its election, redeem the affected subclass of Class G Notes
on any Business Day, in whole, at the Outstanding Principal Balance thereof
plus accrued and unpaid interest (after giving effect to any payment thereof on
such Redemption Date under Section 3.09) thereon to such Business Day but
without


 


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premium and plus the Policy Redemption Premium, if
any; provided, however,
that any such Redemptions may not occur more than 30 days prior to such
time as the requirement or imposition described in (i) or (ii) above
is to become effective; provided further
that Written Notice of any such Redemption shall be given by the Issuer (or the
Administrative Agent on its behalf) to the Trustee and the Policy Provider not
less than ten days and not more than thirty days prior to the Redemption Date
for such Redemption.


 


(c)                                  Method
of Redemption. Upon receipt of notice from the Issuer or the Administrative
Agent under Section 3.11(a) or 3.11(b), the Trustee shall give Written
Notice in respect of any such redemption of any subclass of Class G Notes under
Section 3.11(a) or 3.11(b) (a “Redemption”) to the Depositary (and
each Holder of Class E Notes), to each holder of interests in such
subclass of Class G Notes (if such holder is an Institutional Accredited
Investor) and the Policy Provider and, for so long as any Notes are admitted to
the Official List of the Irish Stock Exchange and to trading on the Alternative
Securities Market, to the Listing Agent for delivery on its behalf to the
Companies Announcement Office of the Irish Stock Exchange, at least three
Business Days before the Redemption Date for such Redemption. The Depositary
shall forward such notice of Redemption to DTC or its nominee with any
additional instructions applicable to owners of book-entry interests. If a
Redemption is of less than all of the Class G Notes of any subclass, Class G
Notes of such subclass to be redeemed will be repaid pro rata
according to the Outstanding Principal Balance of each such subclass, to the
extent moneys are available. Except in the case of a Refinancing or a
Redemption (subject to the conditions specified in clause (e) below), the
Trustee shall not deliver any notice under this Section 3.11(c) unless and
until the Trustee shall have received certification that all conditions
precedent to such Redemption have been satisfied and evidence satisfactory to
it that the amounts required to be deposited pursuant to Section 3.11(d)
are, or will on or before the Redemption Date be, deposited in the
Defeasance/Redemption Account. Each notice in respect of a Redemption given
pursuant to this Section 3.11(c) shall state (i) the applicable
Redemption Date and that such Redemption may be revoked or cancelled as
provided in clause (e) below, (ii) the Trustee’s arrangements for making
payments in respect of such Redemption, (iii) the Redemption Price or the
Outstanding Principal Balance of each subclass of Class G Notes to be redeemed,
(iv) in the case of a Redemption of the Class G Notes of any subclass in
whole, the Class G Notes of such subclass to be redeemed in whole must be surrendered
to the Trustee to collect the Redemption Price (including LIBOR Break Costs, if
any) plus accrued and unpaid interest on such Notes and (v) in the case of
a Redemption of the Class G Notes of any subclass in whole, that, unless the
Redemption Price and any accrued and unpaid interest thereon is not paid,
interest on the subclass of Class G Notes called for Redemption shall cease to
accrue on and after the Redemption Date.


 


(d)                                 Deposit
of Redemption Amount. On or before 10:00 a.m. (New York City time) on
the Redemption Date in respect of a Redemption under Section 3.11(a)
unless such Redemption has been revoked or cancelled as provided in clause (e)
below, the Issuer shall, to the extent an amount equal to the Redemption Price
of Class G Notes to be redeemed and all accrued and unpaid interest (after
giving effect to any payment thereof on such Redemption Date under
Section 3.09) thereon, the Required Expense Amount and all unpaid Policy
Provider Obligations as of the Redemption Date is not then held on deposit
therein, deposit or cause to be deposited in the Defeasance/Redemption Account
or, in the case of a Refinancing, the Refinancing Account, other than, in
either case, any funds constituting part of the Available Collections, an
amount in immediately available funds equal to such amount. On or before
10:00 a.m. (New York City time) on the Redemption Date in respect of a
Redemption under Section 3.11(b) unless such Redemption has been revoked
or cancelled as provided in clause (e) below, the Issuer shall, to the extent
an amount equal to the Outstanding Principal Balance of Class G Notes to be
redeemed and all accrued and unpaid interest (after giving effect to any
payment thereof on such Redemption Date under Section 3.09) thereon, the
Required Expense Amount and all unpaid Policy Provider Obligations as of the
Redemption Date is not then held on deposit therein, deposit or cause to be


 


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deposited
in the Defeasance/Redemption Account or, in case of a Refinancing, the
Refinancing Account, an amount in immediately available funds equal to such
amount.


 


(e)                                  Notes
Payable on Redemption Date. After notice has been given under
Section 3.11(c), the Outstanding Principal Balance of the Class G Notes to
be redeemed on such Redemption Date shall, unless such Redemption has been
revoked or cancelled as provided in the next succeeding sentence, become due
and payable at the Corporate Trust Office of the Trustee, and from and after
such Redemption Date (unless the applicable amount to be redeemed is not paid)
such principal amount shall cease to bear interest. The Issuer may revoke or
cancel a Redemption at any time if after the date of the issuance of the notice
of Redemption, there shall have occurred any change or any development which
would reasonably be expected to result in a prospective change in or affect the
ability of the Issuer to perform its obligations under this Indenture or any
other Related Document or in the general economic, political or financial conditions
in the United States or elsewhere, the effect of which, in the judgment of the
Board, is material and adverse and makes it impracticable or inadvisable to
proceed with the Redemption of the applicable subclass of Notes on the
Redemption Date. Upon surrender of any Class G Note for redemption in
accordance with such notice, the Redemption Price or the Outstanding Principal
Balance (as applicable) of such Note, together with accrued and unpaid interest
on such Note plus LIBOR Break Costs (if any) shall be paid as provided for in
this Section 3.11. If any Class G Note to be redeemed shall not be so paid
upon surrender thereof for redemption, the amount in respect thereof shall
continue to bear interest until paid from the Redemption Date at the interest
rate applicable to such Note.


 


Section 3.12                                Adjustment
of Certain Factors and Balances. Upon the issuance of any Additional Notes
or Refinancing Notes, subject to Sections 5.02(f) and 5.02(h) (as
applicable), the Pool Factors and the Expected Target Principal Balances for
any subclass of Notes may be adjusted to take into account the issuance of such
Additional Notes or Refinancing Notes, as the case may be, in the manner
specified in the Board Resolution providing for such action; provided that no Pool Factor or Expected Target Principal
Balance for any subclass of Notes may be adjusted so as to extend the original
Expected Final Payment Date of the affected subclass of Notes (as determined as
of the date of such issuance, and specified in the offering document related to
such issuance) by more than twelve months. The Administrative Agent shall
include such adjusted Pool Factors and Expected Target Principal Balances in
each Quarterly Report and Annual Report.


 


Section 3.13                                Eligible
Credit Facilities. Notwithstanding Section 3.09, Article X, or
anything else to the contrary contained in this Indenture or the Security Trust
Agreement, all amounts available in any Cash Collateral Account or drawn
against any other Eligible Credit Facility shall be paid to Holders of the
subclass of Notes (and holders of other obligations) for whose benefit such
Eligible Credit Facility is stated to be established except to the extent
otherwise provided in the Board Resolutions providing for such Eligible Credit
Facility.


 


Section 3.14                                Initial
Primary Liquidity Facility. (a)  LF Drawings. If the Cash
Manager determines that on any Payment Date after making all withdrawals (for
the avoidance of doubt, prior to any drawings under the Initial Primary
Liquidity Facility or the Policy and/or withdrawals, if any, from the Initial
Primary Liquidity Reserve Account) and transfers to be made with respect to
such Payment Date, there will be insufficient funds in the Collections Account
(x) to transfer to the Expense Account an amount such that the amount on
deposit therein is equal to the Required Expense Amount for such Payment Date,
(y) to pay Senior Hedge Payments to each applicable Hedge Provider, in
each case as provided in Section 3.09 or (z) to pay the Interest
Amount for the Class G-3 Notes as provided in Section 3.09, the Cash
Manager shall so notify the Trustee in writing under Section 3.07 and
shall, no later than 6:00 p.m. (New York City time) three Business Days
prior to such Payment Date, request a drawing (each such drawing, an “LF
Drawing”) under the Initial Primary Liquidity Facility, to be paid on such
Payment Date, in an amount equal to the lesser of (a) an amount equal to
the related aggregate


 


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shortfall
in making the payments set forth in clauses (x), (y) and
(z) above and (b) the Available Amount under the Initial Primary
Liquidity Facility.


 


(b)                                 Application
of LF Drawings. The Cash Manager shall direct the Initial Primary Liquidity
Facility Provider to distribute the proceeds of any LF Drawing to the Initial
Primary Liquidity Payment Account, and the Cash Manager shall direct the
Operating Bank to withdraw such proceeds from the Initial Primary Liquidity
Payment Account and the Trustee shall, as set out in a Written Notice from the
Cash Manager, apply such amount, first, to the Expense Account an amount
such that the amount on deposit therein is at least equal to the Required
Expense Amount for the applicable Payment Date, and second, in no order
of priority inter se, but pro rata,
(1) to the Note Account for the Class G-3 Notes, the Interest Amount
on the Class G-3 Notes and (2) pro rata, to
any Hedge Provider, an amount equal to any Senior Hedge Payment due from any
Issuer Group Member pursuant to any Hedge Agreement.


 


(c)                                  Downgrade
Drawings. The Initial Primary Liquidity Provider shall notify the Issuer
and the Policy Provider promptly upon the occurrence of a Downgrade Event with
respect to the Initial Primary Liquidity Provider. Upon the occurrence of a
Downgrade Event with respect to the Initial Primary Liquidity Facility, unless
(i) the Initial Primary Liquidity Provider or the Issuer arranges for a
Replacement Primary Liquidity Provider to issue and deliver a Replacement
Primary Liquidity Facility to the Issuer within 10 days after receiving
notice of such Downgrade Event (but not later than the expiration date of the
Initial Primary Liquidity Facility) or (ii) the Initial Primary Liquidity
Facility Provider shall have received a Rating Agency Confirmation for the
Class G Notes with respect to the Downgrade Event (and the written consent
of the Policy Provider to the retention of such Initial Primary Liquidity
Facility Provider shall have been obtained and the Policy Provider shall have
confirmed in writing that such downgrading will not constitute a “Downgrade
Event” with respect to the Initial Primary Liquidity Facility) within such
10-day period, the Cash Manager shall, on such 10th day (or if such 10th day is
not a Business Day, on the next succeeding Business Day) (or, if earlier, the
expiration date of the Initial Primary Liquidity Facility), request a drawing
in accordance with and to the extent permitted by the Initial Primary Liquidity
Facility (such drawing, a “Downgrade Drawing”) of the Available Amount
thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be deposited
into the Initial Primary Liquidity Reserve Account.


 


(d)                                 Non-Extension
Drawings. If the Initial Primary Liquidity Facility is scheduled to expire
on a date (the “Stated Expiration Date”) prior to the date that is
15 days after the Final Maturity Date with respect to the Class G
Notes, then, no earlier than the 60th day and no later than the 30th day prior
to the applicable Stated Expiration Date then in effect, the Cash Manager shall
request that the Initial Primary Liquidity Facility Provider extend the Stated
Expiration Date until the earlier of (i) the date which is 15 days
after the Final Maturity Date with respect to the Class G Notes and
(ii) the date that is the day immediately preceding the 364th day
occurring after the Stated Termination Date then in effect (unless the
obligations of the Initial Primary Liquidity Facility Provider under the
Initial Primary Liquidity Facility are earlier terminated in accordance with
the Initial Primary Liquidity Facility). If on or before the date which is
10 days prior to the Stated Expiration Date, (A) the Initial Primary
Liquidity Facility shall not have been replaced in accordance with
Section 3.14(e) or (B) the Initial Primary Liquidity Facility Provider
fails irrevocably and unconditionally to advise the Cash Manager that such
Stated Expiration Date then in effect shall be so extended, the Cash Manager
shall immediately, in accordance with the terms of the Initial Primary
Liquidity Facility (a “Non-Extended Facility”), request a drawing under
the Initial Primary Liquidity Facility (such drawing, a “Non-Extension
Drawing”) of the Available Amount thereunder. Amounts drawn pursuant to a
Non-Extension Drawing shall be deposited into the Initial Primary Liquidity
Reserve Account.


 


(e)                                  Issuance
of Replacement Liquidity Facility. (i)  If the Initial Primary
Liquidity Provider shall determine not to extend the Initial Primary Liquidity
Facility in accordance with Section 3.14(d),


 


77

















 


then
either the Initial Primary Liquidity Facility Provider or the Issuer may, at
their respective options, arrange for a Replacement Primary Liquidity Facility
to replace the Initial Primary Liquidity Facility during the period no earlier
than 35 days and no later than 10 days prior to the then effective
Stated Expiration Date.


 


(ii)                                  If
a Downgrade Event shall have occurred with respect to the Initial Primary
Liquidity Facility in accordance with Section 3.14(c), then either the Initial
Primary Liquidity Facility Provider or the Issuer may, at their respective
options, arrange for a Replacement Primary Liquidity Facility to replace the
Initial Primary Liquidity Facility within 10 days after receiving notice
of such Downgrade Event (but not later than the expiration date of the Initial
Primary Liquidity Facility); provided, however, that the Initial Primary Liquidity Facility
Provider may, at its option, arrange for a Replacement Primary Liquidity
Facility at any time following a Downgrade Drawing so long as the Issuer has
not already arranged for a Replacement Primary Liquidity Facility and no
withdrawal by the Cash Manager has been previously made from the Initial
Primary Liquidity Reserve Account under Section 3.14(f)(iii).


 


(iii)                               (A)                              At
any time after the then Stated Expiration Date of the Initial Primary Liquidity
Facility has been extended for a period in excess of a 364-day period, the
Initial Primary Liquidity Facility Provider may, at its option, arrange for a
Replacement Primary Liquidity Facility to replace the Initial Primary Liquidity
Facility.


 


(B)                                No
Replacement Primary Liquidity Facility arranged by the Initial Primary
Liquidity Facility Provider or the Issuer in accordance with clauses (i),
(ii) and (iii)(A) above shall become effective and no such Replacement
Primary Liquidity Facility shall be deemed an “Eligible Credit Facility”
under this Indenture, unless and until (x) each of the conditions referred
to in subclause (C) below shall have been satisfied, and (y) in the
case of a Replacement Primary Liquidity Facility arranged by the Initial
Replacement Liquidity Facility Provider, such Replacement Primary Liquidity
Facility is acceptable to the Issuer.


 


(C)                                In
connection with the issuance of each Replacement Primary Liquidity Facility,
(x) the Cash Manager shall, prior to the issuance of such Replacement
Primary Liquidity Facility, have received a Rating Agency Confirmation with
respect to the Class G Notes (without regard to any downgrading of any
rating of the Initial Primary Liquidity Facility Provider being replaced
pursuant to Section 3.14(c) hereof and without regard to the Policy),
(y) upon receipt of a Written Notice from the Financial Administrative
Agent to the Cash Manager setting forth the amount of Credit Facility
Obligations then owing to the replaced Initial Primary Liquidity Facility
Provider, the Cash Manager shall direct the Operating Bank to pay to the
replaced Initial Primary Liquidity Facility Provider all Credit Facility
Obligations then owing to the replaced Initial Primary Liquidity Facility
Provider (which payment shall be made first from available funds in the Initial
Primary Liquidity Reserve Account, and thereafter from any other available
source, including, without limitation, a drawing under the Replacement Primary
Liquidity Facility) and (z) the issuer of the Replacement Primary
Liquidity Facility shall deliver the Replacement Primary Liquidity Facility to
the Cash Manager, together with a legal opinion opining that such Replacement
Primary Liquidity Facility has been duly authorized, executed and delivered by,
and is an enforceable obligation of, such Replacement Primary Liquidity
Facility Provider, such legal opinion to be reasonably satisfactory to the
Policy Provider unless the legal opinion of counsel to the Replacement Primary
Liquidity Provider is in form and substance substantially the same


 


78

















 


as
the legal opinion of counsel to the Initial Primary Liquidity Facility Provider
delivered on the Second Closing Date.


 


(D)                               Upon
satisfaction of the conditions set forth in clauses (B) and (C) of
this Section 3.14(e)(iii) with respect to a Replacement Primary Liquidity
Facility, (w) the replaced Initial Primary Liquidity Facility shall
terminate, (x) the Cash Manager shall, if and to the extent so requested
by the Issuer or the Initial Primary Liquidity Facility Provider being
replaced, execute and deliver any certificate or other instrument required in
order to terminate the replaced Initial Primary Liquidity Facility, shall
surrender the replaced Initial Primary Liquidity Facility to the Initial
Primary Liquidity Facility Provider being replaced and shall execute and
deliver the Replacement Primary Liquidity Facility, (y) each of the parties
hereto shall enter into any amendments to this Indenture and any other Related
Documents necessary to give effect to (1) the replacement of the
applicable Initial Primary Liquidity Facility Provider with the applicable
Replacement Primary Liquidity Provider and (2) the replacement of the
applicable Initial Primary Liquidity Facility with the applicable Replacement
Primary Liquidity Facility and (z) such Replacement Primary Liquidity
Provider shall be deemed to be a provider of an Eligible Credit Facility with
the rights and obligations of the Initial Primary Liquidity Facility Provider
hereunder and under the other Related Documents and such Replacement Primary
Liquidity Facility shall be deemed to be an Eligible Credit Facility (and, if
so designated by the Board, the “Initial Primary Liquidity Facility”)
hereunder and under the other Related Documents.


 


(f)                                    Cash
Collateral Account; Withdrawals; Investments. In the event the Cash Manager
shall draw all available amounts under the Initial Primary Liquidity Facility
pursuant to Section 3.14(c), 3.14(d) or 3.14(i), or in the event amounts
are to be deposited into the Initial Primary Liquidity Reserve Account pursuant
to clause (v) of Section 3.09(a), amounts so drawn or to be
deposited, as the case may be, shall be deposited by the Cash Manager into the
Initial Primary Liquidity Reserve Account. All amounts on deposit in the
Initial Primary Liquidity Reserve Account shall be invested and reinvested in
accordance with Section 3.02. The Cash Manager shall provide the Initial
Primary Liquidity Facility Provider with read only access to the Initial
Primary Liquidity Reserve Account which will indicate the Investment Earnings
held in the Initial Primary Liquidity Reserve Account as of the applicable
Calculation Date. On each Payment Date, the Cash Manager shall direct the
Operating Bank to pay to the Initial Primary Liquidity Facility Provider all
Investment Earnings on amounts on deposit in the Initial Primary Liquidity
Reserve Account. In addition, from and after the date funds are deposited in
the Initial Primary Liquidity Reserve Account, the Cash Manager shall make
withdrawals from such account as follows:


 


(i)                                     in
accordance with Section 3.01(n);


 


(ii)                                  on
any Payment Date, if the amount in the Initial Primary Liquidity Reserve
Account exceeds the Required Amount therefor, then the Cash Manager shall
direct the Operating Bank to withdraw from the Initial Primary Liquidity
Reserve Account such excess and pay such amount to the Initial Primary
Liquidity Facility Provider;


 


(iii)                               if
a Replacement Primary Liquidity Facility shall be delivered to the Cash Manager
following the date on which funds have been deposited into the Initial Primary
Liquidity Reserve Account, the Cash Manager shall direct the Operating Bank to
withdraw all amounts on deposit in the Initial Primary Liquidity Reserve
Account and shall pay such amounts to the replaced Initial Primary Liquidity
Facility Provider until all Credit Facility Obligations owed to


 


79

















 


such
Person shall have been paid in full, and shall deposit any remaining amount in
the Collections Account;


 


(iv)                              upon
the payment in full of the Outstanding Principal Balance of, and accrued
interest on, the Class G Notes, the Cash Manager shall direct the
Operating Bank to withdraw all amounts from the Initial Primary Liquidity
Reserve Account and pay such amounts to the Initial Primary Liquidity Facility
Provider until all Credit Facility Obligations owed to the Initial Primary
Liquidity Facility Provider shall have been paid in full, and to deposit any
remaining amount in the Collections Account; and


 


(v)                                 15 days
after the Final Maturity Date with respect to the Class G Notes, the Cash
Manager shall direct the Operating Bank to withdraw all amounts on deposit in
the Initial Primary Liquidity Reserve Account and shall pay such amounts to the
Initial Primary Liquidity Facility Provider until all Credit Facility
Obligations owed to such Person shall have been paid in full and shall deposit
any remaining amount in the Collections Account.


 


(g)                                 Reinstatement.
With respect to any LF Drawing under the Initial Primary Liquidity Facility,
upon the reimbursement to the Initial Primary Liquidity Facility Provider in
full or in part of the amount of such LF Drawing, together with any accrued
interest thereon, the Available Amount of the Initial Primary Liquidity
Facility shall be reinstated by an amount equal to the amount of such LF
Drawing so reimbursed to the Initial Primary Liquidity Facility Provider but
not to exceed the Maximum Commitment; provided, however, that the Initial Primary Liquidity Facility shall
not be so reinstated in part or in full at any time if (x) a Liquidity
Event of Default shall have occurred and be continuing or (y) a Downgrade
Drawing, Non-Extension Drawing or Final Drawing shall have occurred.


 


(h)                                 Reimbursement.
The amount of each LF Drawing under the Initial Primary Liquidity Facility and
any amounts withdrawn from the Initial Primary Liquidity Reserve Account
following a Downgrade Drawing, Non-Extension Drawing or a Final Drawing shall
be due and payable, together with interest thereon, on the dates and at the
rates, respectively, provided in the Initial Primary Liquidity Facility but
only to the extent that Available Collections are sufficient to pay such
amounts in the order of priority set forth in Section 3.09.


 


(i)                                     Final
Drawing. Upon receipt from the Initial Primary Liquidity Provider of a
Termination Notice with respect to the Initial Primary Liquidity Facility, the
Cash Manager shall, not later than the date specified in such Termination
Notice, in accordance with the terms of the Initial Primary Liquidity Facility,
request a drawing under the Initial Primary Liquidity Facility of the Available
Amount thereunder (a “Final Drawing”). Amounts drawn pursuant to a Final
Drawing shall be deposited into the Initial Primary Liquidity Reserve Account.


 


(j)                                     Initial
Primary Liquidity Facility Provider Consent. To the extent that the Initial
Primary Liquidity Facility Provider’s consent or approval is required under
this Indenture or any other Related Document, such consent is not required in
the event that (x) no Class G Notes are Outstanding and (y) no
Credit Facility Advance Obligations are due and owing to the Initial Primary
Liquidity Facility Provider (and, in the case of any issuance of any Additional
Notes, an Initial Primary Liquidity Facility Non-Consent Event has occurred).


 


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Section 3.15                                The
Policy. The Policy Provider shall issue a Policy in favor of the Trustee
for the benefit of the Holders of the Class G-3 Notes, and the following
shall apply to the Policy and to the Class G-3 Notes subject thereto:


 


(a)                                  Interest
Drawings. If the Cash Manager determines that there is an Interest Class G
Shortfall in respect of the Class G-3 Notes for any Payment Date (other than
the Final Maturity Date and the date of the Final Policy Election) the Cash
Manager shall, prior to 12:00 p.m. (New York City time) on the third
Business Day prior to such Payment Date, instruct the Trustee to request and
the Trustee shall, no later than 12:00 p.m. (New York City time) on the
second Business Day prior to such Payment Date, request a Policy Drawing (each,
an “Interest Class G Drawing”) under the Policy in respect of the
Class G-3 Notes (for payment into the related Note Account) in an amount
equal to the Interest Class G Shortfall for the Class G-3 Notes with
respect to such Payment Date. Any request received after 12:00 p.m. (New
York City time) on any Business Day shall be deemed to have been received by
the Policy Provider on the next Business Day. Upon receipt of any such request
for a Policy Drawing, the Policy Provider or its fiscal agent shall pay, no
later than 12:00 p.m. (New York City time) on the later of (i) the
applicable Payment Date and (ii) the second Business Day following the
Business Day on which the Policy Provider received the Trustee’s request
referred to above, into the Note Account for the Class G-3 Notes the
amount of the Interest Class G Shortfall for the Class G-3 Notes with
respect to such Payment Date. Upon receipt, the Trustee shall direct the
payment of the amount in such Note Account to the Holders of the Class G-3
Notes in payment of the Interest Class G Shortfall therefor.


 


(b)                                 Proceeds
Deficiency Drawing. If at any time after an Event of Default with respect
to the Class G Notes (including, for the avoidance of doubt, any Event of
Default described in Section 4.01(d), (e), (f), (g) and (h)), there
is a sale or other disposition of an Aircraft or of an Issuer Subsidiary that
owns an Aircraft in each case, by or on behalf of, or at the direction of, the
Controlling Party after an Acceleration of the Notes, and there is a Deficiency
Class G Shortfall resulting therefrom (calculated as provided in
Section 3.07(h)(ii)), the Cash Manager shall, prior to 12:00 p.m.
(New York City time) on the third Business Day prior to the next succeeding
Payment Date, instruct the Trustee to request and the Trustee, no later than
12:00 p.m. (New York City time) on the second Business Day prior to such
Payment Date, shall request a Policy Drawing (each, a “Deficiency Drawing”)
under the Policy in respect of the Class G-3 Notes (for payment into the
related Note Account) in an amount equal to the Deficiency Class G Shortfall
for the Class G-3 Notes with respect to such Payment Date (for payment
into the related Note Account) on such Payment Date. Any request received after
12:00 p.m. (New York City time) on any Business Day shall be deemed to
have been received by the Policy Provider on the next Business Day. Upon
receipt of any such request, the Policy Provider or its fiscal agent shall, no
later than 12:00 p.m. (New York City time) on the later of (i) the
applicable Payment Date and (ii) the second Business Day following the
Business Day on which the Policy Provider received Trustee’s request referred
to above, pay under the Policy, in respect of the Class G-3 Notes an
amount equal to the Deficiency Class G Shortfall for the Class G-3 Notes
with respect to such Payment Date. Upon receipt, the Trustee shall direct the
payment of the amount in such Note Account to the Holders of the Class G-3
Notes in payment of the Deficiency Class G Shortfall therefor.


 


(c)                                  No
Proceeds Drawing. If, on any Payment Date (other than the Final Maturity
Date of the Class G-3 Notes and the date of the Final Policy Election) falling
on or after the date that is 24 months after the date of the occurrence of an
Event of Default under Section 4.01(a) or Section 4.01(b) that is continuing as
of the Calculation Date immediately preceding such Payment Date or an
Acceleration of the Notes (the “Non-Performance Period”), there is a
Minimum Class G Principal Shortfall in respect of the Notes for the then next
succeeding Payment Date (calculated as provided in Section 3.07(h) (v)), the
Cash Manager shall, no later than 12:00 p.m. (New York City time) on the third
Business Day prior to such Payment Date, instruct the Trustee to request and
the Trustee shall, no later than 12:00 p.m. (New York City time) on the second
Business Day prior to such Payment Date, request, a Policy Drawing (each, a


 


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“No
Proceeds Drawing”) under the Policy (for payment into the applicable Note
Account) in an amount equal to the Minimum Class G Principal Shortfall with
respect to such Payment Date. Any request received after 12:00 p.m. (New York
City time) on any Business Day or on any day that is not a Business Day shall
be deemed to have been received by the Policy Provider on the next Business Day.
Upon receipt of such request, the Policy Provider or its fiscal agent shall, no
later than 12:00 p.m. (New York City time) on the later of (i) the applicable
Payment Date and (ii) the second Business Day following the Business Day on
which the Policy Provider receives the Trustee’s request referred to above, pay
under the Policy an amount equal to the Minimum Class G Principal Shortfall
with respect to such Payment Date. Upon receipt, the Trustee shall direct the
payment of the amount in the related Note Account to the Holders of the Class
G-3 Notes in payment of the Minimum Class G Principal Shortfall therefor.


 


Notwithstanding
the preceding paragraph, with respect to any Payment Date occurring on or after
the date of the occurrence of an Event of Default with respect to the Class G-3
Notes that is continuing on the date of the Final Policy Election, and subject
to the occurrence of the earlier of (x) the date of a Policy Drawing and (y)
the fifth anniversary of the Second Closing Date, the Policy Provider may, so
long as a Policy Provider Default shall not have occurred and be continuing,
elect (a “Final Policy Election”), upon at least four Business Days’
prior written notice to the Trustee (with a copy to the Cash Manager), to pay
on such Payment Date, an amount sufficient (after giving effect to the
application of Available Collections in accordance with the applicable payment
priorities set forth in Section 3.09, the application of drawings to be made
pursuant to the Initial Primary Liquidity Facility (or drawings under any
Replacement Primary Liquidity Facility), any withdrawals from the Initial
Primary Liquidity Reserve Account, any drawings under any other applicable
Eligible Credit Facility, of any LF Drawings and any withdrawals from the Cash
Collateral Account, if any, in accordance with the terms hereof) to pay the
then Outstanding Principal Balance of the Class G-3 Notes (less any Policy Drawings previously paid in respect of the
principal of the Class G-3 Notes), plus accrued and unpaid interest thereon (at
the Applicable Rate of Interest for the Class G-3 Notes), for the period
from the immediately preceding Payment Date to the date of such payment (any
such amount to be paid by such Policy Provider, the “Outstanding Balance”).
Upon receipt of any such notice, the Cash Manager shall (a) calculate the
then Outstanding Balance of the Class G-3 Notes and (b) prior to
12:00 p.m. (New York City time) on the third Business Day prior to such Payment
Date, instruct the Trustee to request, and the Trustee shall request no later
than 12:00 p.m. (New York City time) on the second Business Day prior to such
Payment Date, a Policy Drawing in respect of the Class G-3 Notes in the
amount of the then Outstanding Balance of the Class G-3 Notes. Upon
receipt of any such request, the Policy Provider or its fiscal agent shall, no
later than 12:00 p.m. (New York City time) on the later of (i) the
applicable Payment Date and (ii) the second Business Day following the
Business Day on which the Policy Provider receives the Trustee’s request
referred to above, pay under the Policy, in respect of the Class G-3
Notes, an amount equal to the Outstanding Balance for the Class G-3 Notes.
Upon receipt, the Trustee shall pay the amount in the applicable Note Account
to the Holders of the Class G-3 Notes in payment of the Outstanding
Balance therefor.


 


(d)                                 Final
Policy Drawing. If the Cash Manager determines (calculated as provided in
Section 3.07(h)(iii)) that on the Final Maturity Date of the
Class G-3 Notes there will be insufficient funds available for the payment
in full of the Outstanding Amount in respect of the Class G-3 Notes as of
such date, the Cash Manager shall, prior to 12:00 p.m. (New York City
time) on the third Business Day prior to such Final Maturity Date, instruct the
Trustee to request, and the Trustee shall, no later than 12:00 p.m. (New
York City time) on the second Business Day prior to such Final Maturity Date,
request a Policy Drawing under the Policy (for payment into the related Note
Account) in an amount sufficient to pay the Outstanding Amount for the
Class G-3 Notes. Upon receipt of such request for a Policy Drawing, the
Policy Provider or its fiscal agent shall, no later than 12:00 p.m. (New
York City time) on the later of (i) such Final Maturity Date and
(ii) the second Business Day following the Business Day on which the
Policy Provider receives the Trustee’s request referred to above, pay under and
in accordance with the


 


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terms
of the Policy, in respect of the Class G-3 Notes an amount sufficient to
pay the Outstanding Amount for the Class G-3 Notes. Any request received
by the Policy Provider after 12:00 p.m. (New York City time) on any
Business Day shall be deemed to have been received by the Policy Provider on
the next Business Day. Upon receipt, the Trustee shall direct the payment of
the amount in the applicable Note Account to the Holders of the Class G-3
Notes in payment of the Outstanding Amount therefor.


 


(e)                                  Avoidance
Drawings. If at any time a Responsible Officer of the Trustee shall have
received written notice of the issuance of any Final Order, the Trustee shall
promptly give notice thereof to the Policy Provider and the Cash Manager. The
Cash Manager shall thereupon determine the relevant Avoided Payments in respect
of the Class G-3 Notes resulting therefrom and shall promptly:  (a) send to the Holders of the
Class G-3 Notes a Written Notice of such amounts and (b) prior to the
expiration of the Policy, deliver to the Trustee a Written Notice instructing
the Trustee to, and the Trustee shall immediately, deliver to the Policy
Provider or its fiscal agent a Notice of Avoided Payment under the Policy,
together with a copy of the documentation required by the Policy with respect
thereto, requesting a Policy Drawing (each, an “Avoidance Drawing”)
thereunder (for payment to the receiver, conservator, debtor-in-possession,
trustee in bankruptcy, and/or the Trustee for deposit into the related Note
Account, as applicable) in an amount equal to the amount of relevant Avoided
Payment. To the extent any portion of such Avoided Payment is to be paid to a
receiver, conservator, debtor-in-possession or trustee in bankruptcy, the
Trustee shall pay such portion to such Person. To the extent that any portion
of such Avoided Payment is to be paid to the Trustee in respect of the
Class G-3 Notes, such Written Notice shall also set the date for the
distribution of such portion of the proceeds of such Policy Drawing which date
shall constitute a Special Distribution Date and shall be the third Business
Day following the date the Policy Provider has received the documentation
referred to in clause (b) above. Upon receipt, the Trustee shall pay the
portion of such Avoided Payment paid to the Trustee to the Holders of the
Class G-3 Notes.


 


(f)                                    Application
of Policy Drawings. Notwithstanding anything to the contrary contained in
this Indenture, all payments received by the Trustee in respect of a Policy
Drawing (including, without limitation, that portion, if any, of the proceeds
of a Policy Drawing for any Avoided Payment that is to be paid to the Trustee
and not to any receiver, conservator, debtor-in-possession or trustee in
bankruptcy as provided in the Policy) shall be promptly paid to the Holders of
the Class G-3 Notes. To the extent any portion of such Avoided Payment is
to be paid to a receiver, conservator, debtor-in-possession or trustee in
bankruptcy, the Trustee shall pay such portion to such Person.


 


(g)                                 Resubmission
of a Notice of Payment. If the Policy Provider at any time informs the
Trustee in accordance with a Policy that a Notice of Nonpayment or Notice of
Avoided Payment submitted by the Trustee does not satisfy the requirements of
the Policy, the Trustee shall, as promptly as possible after being so informed,
submit to the Policy Provider an amended and revised Notice of Nonpayment or
Notice of Avoided Payment, as the case may be, and shall transfer to the Note
Account the amount received pursuant to such amended or revised Notice of
Nonpayment or Notice of Avoided Payment, as the case may be, when received.


 


(h)                                 No
Discharge of the Issuer’s Obligations. Except to the extent reimbursed to
the Policy Provider, payments in respect of principal of or interest on the
Class G-3 Notes with funds drawn under the Policy shall not reduce the
Outstanding Principal Balance of, or interest due, on the Class G-3 Notes,
or be deemed to discharge the Issuer’s obligation to repay such funds drawn
under the Policy to the Policy Provider, which obligation shall continue in
full force and effect.


 


(i)                                     Interest
Coverage. The interest payable by the Policy Provider under the Policy
shall include interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding. The interest payable by the


 


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Policy
Provider under the Policy shall not include Certain Interest on Unpaid Interest
or Redemption Premium on the Class G-3 Notes.


 


(j)                                     Policy
Provider Consent. The Policy Provider agrees that to the extent its consent
or approval is required under this Indenture or any other Related Document,
such consent is not required in the event that (x) no Class G Notes
are Outstanding and no Policy Provider Obligations are due and owing (and, in
the case of any issuance of any Additional Notes, the Policy Non-Consent Event
has occurred), or (y) in the case of any consent required under
Section 5.02(t) or Section 5.03, a Policy Provider Default (as
defined in clause (a) but not clause (b) of the definition thereof if
either (i) a Policy Drawing has been made on or before the date such
consent is required and such Policy Drawing has not been reimbursed as of the
date such consent is required or (ii) the Policy is assumed or otherwise
found to be enforceable against the Policy Provider in the applicable
proceeding giving rise to such Policy Provider Default) has occurred and is
continuing. If the consent of the Policy Provider is required pursuant to any
provision of Section 5.03 of this Indenture or Section 7.04 of the
Servicing Agreement, the Policy Provider shall provide the Issuer with a
written response confirming its consent or rejection of any proposed action
submitted to it by the Issuer or the Servicer as promptly as practicable
following its receipt of a proposal from the Issuer or the Servicer and in any
event within the time period indicated by the Issuer in its proposal, acting
reasonably, which time period shall in any event not be less than three
Business Days after receipt of such a proposal by the Policy Provider. If the
Policy Provider fails to provide any party hereto with a written response
within the time indicated by the Issuer or the Servicer in its proposal, the
Policy Provider shall be deemed to have approved such proposal.


 


(k)                                  Release
of Policy Provider. Notwithstanding anything to the contrary herein, and
for the avoidance of doubt, if the Policy is terminated and surrendered to the
Policy Provider for cancellation, all obligations of the Policy Provider under
this Indenture (including, but not limited to, all obligations set forth in
this Section 3.15) shall be terminated and released.


 


ARTICLE IV


 


DEFAULT AND REMEDIES


 


Section 4.01                                Events
of Default. Each of the following events shall constitute an “Event of
Default” hereunder with respect to any subclass of Notes, and each such
Event of Default shall be deemed to exist and continue so long as, but only so
long as, it shall not have been remedied:


 


(a)                                  failure
by the Issuer to pay when due interest on any Note of such subclass, and the
continuance of such default unremedied for a period of five Business Days after
the same shall have become due and payable;


 


(b)                                 failure
by the Issuer to pay when due principal of any Note of such subclass no later
than the applicable Final Maturity Date;


 


(c)                                  failure
by the Issuer to pay any amount (other than interest) when due and payable in
connection with any Notes of such subclass to the extent that there are, on any
Payment Date, amounts available for such payment in the Collections Account or
the Cash Collateral Account with respect to the Notes of such subclass, and the
continuance of such default for a period of five or more Business Days after
such Payment Date;


 


(d)                                 failure
of any of the representations or warranties of the Issuer under this Indenture
to be true and correct or failure by the Issuer to comply with any of the
covenants, obligations, conditions or provisions binding on it under this
Indenture or any of the Notes (other than a payment default for which


 


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provision
is made in clause (a), (b) or (c) of this Section 4.01), if
in any such case such failure materially adversely affects the Holders of such
subclass of Notes and continues for a period of 30 days or more (or, if
such failure is capable of remedy within 90 days (or in case of a breach
of failure with respect to a covenant contained in Section 5.03,
180 days) of the date of the written notice referred to below and the
Administrative Agent has promptly provided the Trustee with a certificate
stating that the Issuer has commenced, or will promptly commence, and
diligently pursue all reasonable efforts to remedy such failure, 90 days
(or 180 days, as applicable) so long as the Issuer or any Issuer
Subsidiary is diligently pursuing such remedy but in any event no longer than
90 days (or 180 days, as applicable)) after written notice thereof
has been given to the Issuer by the Controlling Party or by the Holders of a
majority of the aggregate Outstanding Principal Balance of the Notes of the
Senior Class);


 


(e)                                  a
court having jurisdiction in the premises enters a decree or order for
(i) relief in respect of the Issuer or any direct or indirect subsidiary
thereof (other than a Non-Significant Subsidiary), under any Applicable Law
relating to bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization, examination, relief of debtors or other similar law now or
hereafter in effect; (ii) appointment of a receiver, liquidator, examiner,
assignee, custodian, trustee, sequestrator or similar official of the Issuer or
any direct or indirect subsidiary thereof (other than a Non-Significant
Subsidiary); or (iii) the winding up or liquidation of the affairs of the
Issuer or any direct or indirect subsidiary thereof (other than a
Non-Significant Subsidiary) and, in each case, such decree or order shall
remain unstayed or such writ or other process shall not have been stayed or
dismissed within 90 days from entry thereof;


 


(f)                                    the
Issuer or any direct or indirect subsidiary thereof (other than a
Non-Significant Subsidiary) (i) commences a voluntary case under any
Applicable Law relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization, examination, relief of debtors or other similar
law now or hereafter in effect, or consents to the entry of an order for relief
in any involuntary case under any such law; (ii) consents to the
appointment of or taking possession by a receiver, liquidator, examiner,
assignee, custodian, trustee, sequestrator or similar official of the Issuer or
any direct or indirect subsidiary thereof (other than a Non-Significant
Subsidiary) or for all or substantially all of the property and assets of the
Issuer or any direct or indirect subsidiary thereof (other than a
Non-Significant Subsidiary); or (iii) effects any general assignment for
the benefit of creditors;


 


(g)                                 one
or more judgments or orders for the payment of money that are in the aggregate
in excess of 5% of the Adjusted Portfolio Value shall be rendered against the
Issuer or any Issuer Subsidiary or any other Issuer Group Member and either
(i) enforcement proceedings shall have been commenced by any creditor upon
such judgment or order or (ii) there shall be any period of 10 consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; provided,
however, that any such judgment or order
shall not be an Event of Default under this Section 4.01(g) if and for so
long as (i) the amount of such judgment or order is covered by a valid and
binding policy of insurance between the defendant and the insurer covering
payment thereof and (ii) such insurer, which shall be rated at least “A”
by A.M. Best Company or any similar successor entity, has been notified of, and
has not disputed the claim made for payment of, the amount of such judgment or
order; or


 


(h)                                 the
constitutional documents creating the Issuer cease to be in full force and
effect without replacement documents having the same terms being in full force
and effect.


 


For the avoidance of doubt, any payment under an
Eligible Credit Facility (or a drawing of funds from a Cash Collateral Account)
shall constitute a payment by the Issuer for purposes of clauses (a), (b) and
(c) above.


 


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Section 4.02                                Acceleration,
Rescission and Annulment. (a)  If an Event of Default with
respect to the Senior Class (other than an Event of Default under
clause (e) or (f) of Section 4.01) occurs and is continuing, the
Controlling Party may, and (if the Controlling Party is solely the Senior
Trustee) upon the written direction of Holders of a majority of the aggregate
Outstanding Principal Balance of the Senior Class, shall, give a Default Notice
to the Issuer, the Cash Manager, the Administrative Agent, the Security Trustee
and the Trustee declaring the Outstanding Principal Balance of the Notes and
all accrued and unpaid interest thereon to be due and payable. Upon delivery of
a Default Notice, such Outstanding Principal Balance and all accrued and unpaid
interest thereon shall be due and payable. At any time after the Controlling
Party has declared the Outstanding Principal Balance of the Notes to be due and
payable and prior to the exercise of any other remedies pursuant to this
Article IV, the Controlling Party may (and if the Controlling Party is the
Senior Trustee, upon the written direction of Holders of a majority of the aggregate
Outstanding Principal Balance of the Senior Class, shall) by Written Notice to
the Issuer, the Senior Trustee (if not the Controlling Party), the Cash
Manager, the Administrative Agent, the Security Trustee and the Trustee,
subject to Section 4.05(a), rescind and annul such declaration and thereby
annul its consequences if: 
(i) there has been paid to or deposited with the Senior Trustee an
amount sufficient to pay all overdue installments of interest on the Notes, and
the principal or Redemption Price of the Notes that would have become due
otherwise than by such declaration of acceleration, (ii) the rescission
would not conflict with any judgment or decree and (iii) all other
Defaults and Events of Default, other than nonpayment of interest and principal
on the Notes that have become due solely because of such acceleration, have
been cured or waived. If the Controlling Party is the Policy Provider or the
Initial Primary Liquidity Facility Provider, only it may give a notice of
annulment. If an Event of Default under clause (e) or (f) of
Section 4.01 occurs, the Outstanding Principal Balance of the Notes and
all accrued and unpaid interest thereon shall automatically become due and
payable without any further action by any party.


 


(b)                                 No
Person other than the Controlling Party may give or direct the giving of a
Default Notice or exercise or direct the exercise of any remedy in respect of
any Event of Default.


 


(c)                                  The
Trustee shall provide each Rating Agency with a copy of any Default Notice it
receives pursuant to this Indenture.


 


Section 4.03                                Other
Remedies. If an Event of Default occurs and is continuing, the Senior
Trustee (at the direction of the Controlling Party if the Senior Trustee is not
the Controlling Party and at the written direction of Holders of a majority of
the aggregate Outstanding Principal Balance of the Senior Class if the
Controlling Party is the Senior Trustee) may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal or
Redemption Price of, or interest, on the Notes or to enforce the performance of
any provision of the Notes or this Indenture.


 


The Senior Trustee may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the
proceeding.


 


Section 4.04                                Limitation
on Suits. Without limiting the provisions of Section 4.09 and the
final sentence of Section 12.04(a), no Holder shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, the Security Trust Agreement or the Notes, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:


 


(a)                                  the
Senior Trustee is the sole Controlling Party;


 


(b)                                 such
Holder holds Notes of the Senior Class and has previously given written notice
to the Senior Trustee of a continuing Event of Default;


 


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(c)                                  the
Holders of a majority of the aggregate Outstanding Principal Balance of the
Senior Class make a written request to the Senior Trustee to pursue a remedy
hereunder;


 


(d)                                 such
Holder or Holders offer to the Senior Trustee an indemnity reasonably
satisfactory to the Senior Trustee against any costs, expenses and liabilities
to be Incurred in complying with such request;


 


(e)                                  the
Senior Trustee does not comply with such request within 60 days after
receipt of the request and the offer of indemnity; and


 


(f)                                    during
such 60-day period, Holders of a majority of the Outstanding Principal Balance
of the Senior Class do not give the Senior Trustee a revocation or direction
inconsistent with such request.


 


No one or more Holders may use this Indenture to
affect, disturb or prejudice the rights of another Holder or to obtain or seek
to obtain any preference or priority not otherwise created by this Indenture and
the terms of the Notes over any other Holder or to enforce any right under this
Indenture, except in the manner herein provided.


 


Section 4.05                                Waiver
of Existing Defaults. (a)  The Controlling Party or (if the
Controlling Party is the Senior Trustee) the Holders of a majority of the
Outstanding Principal Balance of the Senior Class by notice to the Senior
Trustee and the Issuer may waive any existing Default hereunder and its
consequences, except no waiver may be given with respect to a Default:  (i) in the deposit or distribution of
any payment required to be made on any Notes, (ii) in the payment of the
interest on, principal of or premium, if any, with respect to any Note or
(iii) in respect of a covenant or provision hereof which under Article IX
cannot be modified or amended without the consent of the Holder of each Note
affected thereby. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. Each such
notice of waiver shall also be given to each Rating Agency.


 


(b)                                 Any
written waiver of a Default or an Event of Default given by the Controlling
Party or the Holders to the Senior Trustee and the Issuer in accordance with
the terms of this Indenture shall be binding upon the Trustee and the other
parties hereto. Unless such writing expressly provides to the contrary, any
waiver so granted shall extend only to the specific event or occurrence which
gave rise to the Default or Event of Default so waived and not to any other
similar event or occurrence which occurs subsequent to the date of such waiver.


 


Section 4.06                                Restoration
of Rights and Remedies. If the Trustee or any Holder of Notes of the Senior
Class has instituted any proceeding to enforce any right or remedy under this
Indenture, and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or such Holder, then in
every such case the Issuer, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.


 


Section 4.07                                Remedies
Cumulative. Each and every right, power and remedy herein given to the
Trustee (or the Controlling Party) specifically or otherwise in this Indenture
shall be cumulative and shall be in addition to every other right, power and
remedy herein specifically given or now or hereafter existing at law, in equity
or by statute, and each and every right, power and remedy whether specifically
herein given or otherwise existing may be exercised from time to time and as
often and in such order as may be deemed expedient by the Trustee (or the
Controlling Party), and the exercise or the beginning of


 


87

















 


the
exercise of any power or remedy shall not be construed to be a waiver of the
right to exercise at the same time or thereafter any other right, power or
remedy. No delay or omission by the Trustee (or the Controlling Party) in the
exercise of any right, remedy or power or in the pursuance of any remedy shall
impair any such right, power or remedy or be construed to be a waiver of any
Default on the part of the Issuer or to be an acquiescence therein.


 


Section 4.08                                Authority
of Courts Not Required. The parties hereto agree that, to the greatest
extent permitted by law, the Trustee shall not be obliged or required to seek
or obtain the authority of, or any judgment or order of, the courts of any
jurisdiction in order to exercise any of its rights, powers and remedies under
this Indenture, and the parties hereby waive any such requirement to the
greatest extent permitted by law.


 


Section 4.09                                Rights
of Holders to Receive Payment. Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal of, or
interest, on its Note on or after the respective due dates therefor expressed
in such Note, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


Section 4.10                                Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and of any Holder allowed in any judicial proceedings
relating to any obligor on the Notes, its creditors or its property.


 


Section 4.11                                Undertaking
for Costs. All parties to this Indenture agree, and each Holder by its
acceptance thereof shall be deemed to have agreed, that in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defense made by the party litigant. This Section 4.11 does
not apply to a suit instituted by the Trustee, a suit instituted by any Holder
for the enforcement of the payment of principal or Redemption Price of, or
interest, on its Note on or after the respective due dates expressed in such
Note, or a suit by a Holder or Holders of more than 10% of the Outstanding
Principal Balance of any class or subclass of the Notes.


 


Section 4.12                                Remedies;
Rights of Controlling Party. Subject always to the provisions of this Article IV,
the Controlling Party shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee; provided that (a) such direction shall not be in
conflict with any rule of law or other applicable provisions of this Indenture
and other Related Documents and would not involve the Trustee in personal
liability or expense; and (b) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.


 


Section 4.13                                Purchase
Rights of Holders. Each Holder of a Class E Note shall have the right
on any Payment Date occurring on or after the date of the occurrence and
continuance of an Event of Default with respect to any subclass of the
Class G Notes, upon at least twenty Business Days’ written notice to the
Trustee (with a copy to the Cash Manager), to purchase all, but not less than
all, of the Class G Notes, for a purchase price equal to the then
Outstanding Principal Balance of each subclass of Class G Notes, plus
accrued and unpaid interest (at the Applicable Rate of Interest for the related
subclass of Class G Notes) on such Outstanding Principal Balance (any such
principal and interest in respect of any such subclass of Class G Notes,
the “Outstanding Priority Balance”). Upon receipt of any such notice,
the Cash Manager shall calculate the then Outstanding Priority Balance.


 


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ARTICLE V


 


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


Section 5.01                                Representations
and Warranties. The Issuer represents and warrants to the parties hereto on
each Closing Date as follows:


 


(a)                                  Due
Organization. The Issuer is a limited liability public company duly
incorporated under the laws of Jersey, Channel Islands, and each Issuer Subsidiary
is a corporation duly incorporated in its respective jurisdiction of
incorporation, in each case with full power and authority to conduct its
business; and none of the Issuer or any Issuer Subsidiary is in liquidation,
bankruptcy or suspension of payments.


 


(b)                                 Special
Purpose Status. The Issuer has not engaged in any activities since its
incorporation (other than those related to the issuance of the Initial Notes,
the transactions contemplated by the Original Indenture and those incidental to
its incorporation and other appropriate corporate steps including the issue of
shares and arrangements for the payment of fees to, and director’s and officer’s
insurance for, the members of its Board, the authorization and the issuance of
the Second Issuance Notes, the execution of the Related Documents and the
activities referred to in or contemplated by such agreements), and the Issuer
has not paid any dividends or other distributions since its incorporation.


 


(c)                                  Non-Contravention.
The acquisition of the New Aircraft and interests in the New Leases through the
purchase of the Companies pursuant to the Second Share Purchase Agreement, the
creation of the Second Issuance Notes, the issuance, execution and delivery by
the Issuer of, and the compliance by the Issuer with the terms of the Second
Issuance Notes, and the execution and delivery by each Issuer Group Member of,
and compliance by it with the terms of each of the Related Documents to which
it is a party:


 


(i)                                     do
not and will not at the Second Closing Date or any Payment Date conflict with,
or result in a breach of any of the terms or provisions of, or constitute a
default under, the Memorandum and Articles of Association of the Issuer or the
constituent documents of any Issuer Subsidiary or with any existing law, rule
or regulation applying to or affecting the Issuer or any Issuer Subsidiary or
any judgment, order or decree of any government, governmental body or court
having jurisdiction over the Issuer or any Issuer Subsidiary; and


 


(ii)                                  do
not and will not at the Second Closing Date or any Payment Date constitute a
default under, any deed, indenture, agreement or other instrument or obligation
to which the Issuer or any Issuer Subsidiary is a party or by which any of them
or any part of their undertaking, assets, property or revenues are bound.


 


(d)                                 Due
Authorization. The acquisition of the New Aircraft and interests in the New
Leases through the purchase of the Companies pursuant to the Second Share
Purchase Agreement, the creation, execution and issuance of the Second Issuance
Notes, the execution and issue or delivery by the Issuer and each Issuer
Subsidiary of the Related Documents executed by it and the performance by each
of them of their obligations hereunder and thereunder and the arrangements contemplated
hereby and thereby to be performed by each of them have been duly authorized by
each of them.


 


(e)                                  Validity
and Enforceability. This Indenture constitutes, and the Related Documents,
when executed and delivered and, in the case of the Second Issuance Notes, when
issued and authenticated, will constitute valid, legally binding and (subject
to general equitable principles, insolvency, liquidation, reorganization and
other laws of general application relating to creditors’ rights or


 


89

















 


claims
or the concepts of materiality, reasonableness, good faith and fair dealing)
enforceable obligations of the Issuer and each Issuer Subsidiary executing the
same.


 


(f)                                    No
Defaults. There exists no Default, Event of Default nor any event which,
had the Second Issuance Notes already been issued, would constitute a Default
or an Event of Default.


 


(g)                                 No
Encumbrances. Subject to the Security Interests created in favor of the
Security Trustee and except for Permitted Encumbrances, there exists no
Encumbrance over the assets or undertaking of (i) the Issuer which ranks
prior to or pari passu with the obligation to make
payments on the Second Issuance Notes and the Class E-1 Notes or (ii) any
Issuer Subsidiary.


 


(h)                                 No
Consents. All consents, approvals, authorizations or other orders of all
regulatory authorities required (excluding any required by the other parties to
the Related Documents) for or in connection with the execution and performance
of the Related Documents by the Issuer and each Issuer Subsidiary and the issue
and performance of the Second Issuance Notes and the offering of the Second
Issuance Notes by the Issuer have been obtained and are in full force and
effect and not contingent upon fulfillment of any condition.


 


(i)                                     No
Litigation. There is no action, suit, investigation or proceeding pending
against, or to the knowledge of the Issuer, threatened against or affecting,
the Issuer or any Issuer Subsidiary before any court or arbitrator or any
governmental body, agency or official which in any manner challenges or seeks
to prevent, enjoin, alter or materially delay the transactions contemplated by
this Indenture (including the Exhibits and Schedules attached hereto) and the
Related Documents or which could reasonably be expected to have a material
adverse effect on the ability of the Issuer or any Issuer Subsidiary to perform
its obligations under the Related Documents.


 


(j)                                     Employees,
Subsidiaries. The Issuer and each Issuer Subsidiary have no employees. Set
forth in Schedule 2 is a true and complete list, as of the date hereof, of
all Issuer Subsidiaries existing on the Second Closing Date, together with
their jurisdictions of incorporation.


 


(k)                                  Ownership.
The Issuer or an Issuer Subsidiary is the beneficial owner of the Pledged
Shares, the Pledged Debt, the Pledged Beneficial Interest, the Pledged
Membership Interest, the Agreement Collateral, the Non-Trustee Accounts and
other Collateral, free from all Encumbrances and claims whatsoever other than
Permitted Encumbrances.


 


(l)                                     No
Filings. Under the laws of Jersey, the State of New York, the Federal laws
of the United States of America or the laws of the jurisdiction of organization
of any Issuer Subsidiary, it is not necessary or desirable that this Indenture
or any Related Document to which the Issuer or an Issuer Subsidiary is a party
(other than evidences of the Security Interests) be filed, recorded or enrolled
(other than the filing of the Memorandum and Articles of Association of the
Issuer in Jersey which filing has been made and this Indenture in Jersey which
filing will have been made within five Business Days after the Second Closing
Date) with any court or other authority in any such jurisdictions or that any
stamp, registration or similar tax be paid on or in relation to this Indenture
or any of the other Related Documents.


 


(m)                               Aircraft
Assets. Schedule 1 contains a true and complete list of all Aircraft
constituting Current Aircraft as of the Second Closing Date and each Person
within the Issuer Group that (i) owns each Initial Aircraft as of the Second
Closing Date and (ii) will own each New Aircraft as of the applicable Delivery
Date. Except as otherwise set forth therein, once each New Aircraft listed in
Schedule 1 is a Delivered Aircraft, each Person within the Issuer Group
listed as an owner of an Aircraft


 


90

















 


on
such Schedule will have such title to such Aircraft as was conveyed to such
Person, free and clear of all Liens created by or through such Person.


 


(n)                                 Aircraft
Assets Related Documents. Each Aircraft Assets Related Document is a legal,
valid and binding agreement of the Person within the Issuer Group that is a
party thereto (including by way of assignment or novation) and is enforceable
against such Person within the Issuer Group that is a party thereto in
accordance with its terms except where enforceability may be limited by general
equitable principles, insolvency, liquidation, reorganization and other laws of
general application relating to creditors’ rights or claims or the concepts of
materiality, reasonableness, good faith and fair dealing. No Person within the
Issuer Group has modified, amended or waived any provision of or terminated any
Aircraft Assets Related Document referred to in Schedule 4.02 to the
Servicing Agreement except as disclosed therein.


 


(o)                                 Other
Representations. The representations and warranties made by the Issuer and
each Issuer Subsidiary in any of the other Related Documents are true and
accurate.


 


(p)                                 Insurance.
Each Lessee under a Current Lease carries War Risk Coverage in an amount at
least equal to the Current War Risk Coverage Amount set forth in
Schedule 7 hereto with respect to such Lessee.


 


Section 5.02                                General
Covenants. The Issuer hereby covenants as follows:


 


(a)                                  No
Release of Obligations. The Issuer shall not take, or knowingly permit any
Issuer Subsidiary to take, any action which would amend, terminate (other than
any termination in connection with the replacement of such agreement with an
agreement on terms substantially no less favorable to the Issuer Group than the
agreement being terminated) or discharge or prejudice the validity or
effectiveness of this Indenture (other than as permitted herein), the Security
Trust Agreement, any Acquisition Agreement, any organizational document of any
Issuer Subsidiary, the Loan, Expenses Apportionment and Guarantee Agreement,
the Administrative Agency Agreement, the Policy (other than as expressly
provided hereunder), the Cash Management Agreement, the Reference Agency
Agreement, the Servicing Agreement or any other Related Document to which the
Issuer or any Issuer Subsidiary is a party or permit any party to any such
document to be released from such obligations, except, in each case, as
permitted or contemplated by the terms of such document and except that in no
event shall the Policy be so terminated (other than as expressly provided
hereunder), and provided that such actions may be
taken or permitted, and such releases may be permitted (other than with respect
to the termination of the Policy), if the Issuer shall have first obtained a
Board Resolution determining that such action, permitted action or release does
not materially adversely affect the interests of the Holders or the Policy
Provider and having given prior notice thereof to the Rating Agencies and the
prior written consent of the Policy Provider has been obtained; and provided further that, in any case (i) the Issuer shall
not take any action which would result in any amendment or modification to the
conflicts standard or duty of care in such agreements, (ii) except in the
circumstances expressly contemplated in this Indenture, the Issuer may not
amend the Policy without the unanimous consent of the Holders of Class G
Notes and without obtaining a Rating Agency Confirmation and (iii) there
must be at all times an administrative agent with respect to the Issuer Group
Services (as defined in the Administrative Agency Agreement) and a servicer
with respect to all Aircraft in the Portfolio.


 


(b)                                 Limitation
on Encumbrances. The Issuer shall not, and shall not permit any Issuer
Subsidiary to, create, Incur, assume or suffer to exist any mortgage, pledge,
lien, encumbrance, charge or security interest (in each case, an “Encumbrance”),
including, without limitation, any conditional sale, any sale with recourse
against, the Issuer, any Issuer Subsidiary or any Affiliate of any Issuer
Subsidiary, or any agreement to give any security interest over or with respect
to, any of the Issuer’s or any Issuer


 


91

















 


Subsidiary’s
assets (other than the segregation of the Segregated Funds) including, without
limitation, all shares of capital stock, all beneficial interests in trusts,
all ordinary shares and preferred shares and any options, warrants and other
rights to acquire such shares or interests (“Ownership Interest”) and
any Indebtedness of any Issuer Subsidiary held by the Issuer or any Issuer
Subsidiary.


 


Notwithstanding the foregoing, the Issuer may create,
Incur, assume or suffer to exist (i) any Permitted Encumbrance,
(ii) any security interest created or required to be created under the
Security Documents, (iii) Encumbrances over rights in or derived from
Leases, upon prior written consent of the Policy Provider and receipt of a
Rating Agency Confirmation (provided that
any transaction or series of transactions resulting in such Encumbrance, taken
as a whole, does not materially adversely affect the amount of Collections that
would have been received by the Issuer and any other Issuer Group Member from
such Lease had such Encumbrance not been created), or (iv) any other
Encumbrance the validity or applicability of which is being contested in good
faith in appropriate proceedings by the Issuer or any Issuer Subsidiary.


 


For the purposes of this Indenture, “Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly, Controls, is Controlled by or is under common Control with, such
Person or is a director or officer of such Person; “Control” of a Person
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting Ownership Interest, by contract or otherwise. For the
purposes of this Indenture, “Permitted Encumbrance” means (i) any
lien for taxes, assessments and governmental charges or levies not yet due and
payable or which are being contested in good faith by appropriate proceedings;
(ii) in respect of any Aircraft, any lien of a repairer, carrier or hangar
keeper arising in the ordinary course of business by operation of law or any
engine or parts-pooling arrangements or other similar lien; (iii) any
permitted lien or encumbrances on any Aircraft, Engines or Parts as defined under
any Lease thereof (other than liens or encumbrances created by the relevant
lessor); (iv) any lien created by or through or arising from debt or
liabilities or any act or omission of any Lessee in each case either in
contravention of the relevant Lease (whether or not such Lease has been
terminated) or without the consent of the relevant lessor (provided
that if such lessor becomes aware of any such lien, it shall use commercially
reasonable efforts to have any such lien lifted); (v) any head lease, lease,
conditional sale agreement or Purchase Option under the Current Lease of any
Current Aircraft existing (x) in the case of the Initial Aircraft on the Second
Closing Date and (y) in the case of the New Aircraft on the Acquisition Date of
such Aircraft or otherwise existing on the relevant Closing Date or any other
Aircraft Agreement meeting the requirements of clause (c)(iii) or
(c)(v) of the second paragraph of Section 5.02(g); (vi) any lien
for air navigation authority, airport tending, gate or handling (or similar)
charges or levies; (vii) any lien created in favor of the Issuer, the
Issuer Group or the Security Trustee securing the Secured Obligations; and
(viii) any Encumbrance arising under an Eligible Credit Facility.


 


(c)                                  Limitation
on Restricted Payments. The Issuer shall not, and shall not permit any
Issuer Subsidiary to:


 


(i)                                     declare
or pay any dividend or make any distribution on its Ownership Interest held by
persons other than the Issuer or any Issuer Subsidiary;


 


(ii)                                  purchase,
redeem, retire or otherwise acquire for value any shares of Ownership Interest
of the Issuer or any Issuer Subsidiary held by or on behalf of Persons other
than the Issuer or any Issuer Subsidiary and other Persons permitted under
Section 5.02(l)(ii)(C);


 


(iii)                               make
any payment of principal, interest or premium, if any, on the Notes or make any
voluntary or optional repurchase, defeasance or other acquisition or retirement
for value of Indebtedness of the Issuer or such Issuer Subsidiary that is not
owed to the Issuer or such Issuer


 


92

















 


Subsidiary
other than in accordance with Articles II, III and XI, the Policy Provider
Documents and otherwise provided for in the Related Documents; provided that the Issuer or any of its Affiliates may
repurchase, defease or otherwise acquire or retire any of the Notes other than
from the Available Collections so long as any new notes of the Issuer issued in
connection with such transaction rank pari passu with
the Notes being repurchased, defeased, acquired or retired and the Directors
shall determine that such action does not materially adversely affect the
Holders and shall have obtained prior written consent of the Policy Provider
and a Rating Agency Confirmation; or


 


(iv)                              make
any Investments (other than Permitted Account Investments, Allowed
Restructurings, Investments permitted under Section 5.02(e) and
Investments in any Issuer Group Member pursuant to any Acquisition Agreement or
a Permitted Additional Aircraft Acquisition; provided
that written notification of the organization or acquisition of each such
Issuer Group Member shall have been given to each Rating Agency, the Initial
Primary Liquidity Facility Provider and the Policy Provider).


 


The term “Investment” for purposes of the above
restriction means any loan or advance to a Person, any purchase or other
acquisition of any beneficial interest, capital stock, warrants, rights,
options, obligations or other securities of such Person, any capital
contribution to such Person or any other Investment in such Person. For the
avoidance of doubt, “Investment” shall not include any obligation of a
purchaser of an Aircraft to make deferred or installment payments pursuant to
any Aircraft Agreement specified in (c)(iii) or (c)(v) of the second
paragraph of Section 5.02(g) so long as the Issuer Group retains a
security interest in the relevant Aircraft until all such obligations are
discharged.


 


(d)                                 Limitation
on Dividends and Other Payment Restrictions. The Issuer shall not, and
shall not permit any Issuer Subsidiary to, create or otherwise suffer to exist
any consensual encumbrance or restriction of any kind on the ability of any
Issuer Subsidiary to (i) declare or pay dividends or make any other
distributions permitted by Applicable Law, or purchase, redeem or otherwise
acquire for value, the Ownership Interest of the Issuer or such Issuer
Subsidiary, as the case may be; (ii) pay any Indebtedness owed to the
Issuer or such Issuer Subsidiary; (iii) make loans or advances to the Issuer
or such Issuer Subsidiary; or (iv) transfer any of its property or assets
to the Issuer or any other Issuer Subsidiary.


 


The foregoing provisions shall not restrict any
consensual encumbrances or other restrictions: (i) which are Permitted
Encumbrances, (ii) existing on the Initial Closing Date, the Second
Closing Date or, in the case of any Aircraft, the Acquisition Date of such
Aircraft, under any Related Document, and any amendments, extensions,
refinancings, renewals or replacements of such documents; provided
that such consensual encumbrances and restrictions in any such amendments,
extensions, refinancings, renewals or replacements are no less favorable in any
material respect to the Holders than those previously in effect and being
amended, extended, refinanced, renewed or replaced; or (iii) in the case
of clause (iv) of the preceding paragraph, that restrict in a customary
manner the subletting, assignment or transfer of any property or asset that is
a lease, license, conveyance or contract or similar property or asset.


 


(e)                                  Limitation
on Engaging in Business Activities. The Issuer shall not, and shall not
permit any Issuer Subsidiary to, engage in any business or activity other than:


 


(i)                                     purchasing
or otherwise acquiring (subject to Section 5.02(h)), owning, holding,
converting, maintaining, modifying, managing, operating, leasing, re-leasing
and, subject to the limitations set forth in Section 5.02(g), selling or
otherwise disposing of the Aircraft (including Permitted Tax-Related
Dispositions) and entering into all contracts and engaging in all related
activities incidental thereto, including from time to time accepting,
exchanging, holding or permitting any Issuer Subsidiary to accept, exchange or
hold promissory notes, contingent


 


93

















 


payment
obligations or equity interests, of Lessees or their Affiliates issued in
connection with the bankruptcy, reorganization or other similar process, or in
settlement of delinquent obligations or obligations anticipated to be
delinquent, of such Lessees or their respective Affiliates in the ordinary
course of business (an “Allowed Restructuring”);


 


(ii)                                  providing
loans to, guaranteeing or otherwise supporting the obligations and liabilities
of any Issuer Group Member, in each case on such terms and in such manner as
the Board sees fit and (whether or not the Issuer or any Issuer Subsidiary
derives a benefit therefrom) so long as such loans, guarantees or other
supports are provided in connection with the purposes set forth in clause (i)
of this Section 5.02(e); provided that
written notification shall have been given to each Rating Agency, the Policy
Provider and the Initial Primary Liquidity Facility Provider of such loan,
guarantee or other support, provided that, no such notice shall be required for
any guarantee provided by an Issuer Group Member with respect to any
obligations of another Issuer Group Member in respect of the lease, purchase,
maintenance, modification, refurbishment, repair or sale of any Aircraft or
otherwise in the ordinary course of the aircraft operating lease business;


 


(iii)                               subject
to Section 5.02(f), financing or refinancing the business activities
described in clause (i) of this Section 5.02(e) through the offer,
sale and issuance of any securities of the Issuer upon such terms and
conditions as the Board sees fit, for cash or in payment or in partial payment
for any property purchased or otherwise acquired by any Issuer Group Member;


 


(iv)                              engaging
in currency and interest rate exchange transactions for the purposes of
avoiding, reducing, minimizing, hedging against or otherwise managing the risk
of any loss, cost, expense or liability arising, or which may arise, directly
or indirectly, from any change or changes in any interest rate or currency exchange
rate or in the price or value of any of the Issuer’s or any Issuer Subsidiary’s
property or assets, within limits and with providers specified by a Board
Resolution providing therefor from time to time and submitted to the Rating
Agencies, the Policy Provider and the Initial Primary Liquidity Facility
Provider, including, but not limited to, dealings, whether involving purchases,
sales or otherwise, in foreign currency, spot and forward interest rate
exchange contracts, forward interest rate agreements, caps, floors and collars,
futures, options, swaps and any other currency, interest rate and other similar
hedging arrangements and such other instruments as are similar to, or
derivatives of, any of the foregoing; provided, however, that the Issuer shall not, and shall not permit any
Issuer Subsidiary to, enter into any such hedging arrangements or other
instruments that (x) are not entered into solely for hedging interest rate or
currency risks associated with the Notes and/or the Leases or (y) are not U.S.
dollar-denominated interest rate hedges, currency hedges, Swaptions, caps or
floors (except in instances where the hedging instrument is entered into
substantially to hedge risks associated with non-U.S. dollar-denominated
Leases) without the receipt of a Rating Agency Confirmation and the prior
written consent of the Policy Provider; provided further
that the Issuer shall not, and shall not permit any Issuer Subsidiary to
(unless with respect to any action permitted under Section 5.02(g) and Section
5.02(j) with respect to disposition or transfer to another Issuer Group
Member), (A) terminate or transfer such hedging arrangements without the prior
written consent of the Policy Provider and (B) enter into any Hedge Agreement
after the Second Closing Date without the prior written consent of the Policy
Provider unless such Hedge Agreement contains the Material Hedge Agreement
Terms that are no less favorable to the Issuer, any applicable Issuer
Subsidiary and the Policy Provider than those contained in the Hedge Agreements
existing on the Second Closing Date (including the New Hedge Agreements);


 


(v)                                 (A) establishing,
promoting and aiding in promoting, constituting, forming or organizing
companies, trusts, syndicates, partnerships or other entities of all kinds in
any part of


 


94

















 


the
world for the purposes set forth in clause (i) above; provided
that written notification shall have been given to each Rating Agency, the
Policy Provider and the Initial Primary Liquidity Facility Provider that such
company, trust, syndicate, partnership or other entity is set up in compliance
with this Indenture, (B) acquiring, holding and disposing of shares,
securities and other interests in any such company, trust syndicate, partnership
or other entity and (C) disposing of shares, securities and other
interests in, or causing the dissolution of, any existing subsidiary; provided that any such disposition which results in the
disposition of an Aircraft meets the requirements set forth in
Section 5.02(g);


 


(vi)                              taking
out, acquiring, surrendering and assigning policies of insurance and assurances
with any insurance company or companies which the Issuer or any Issuer
Subsidiary may think fit and to pay the premiums thereon; and


 


(vii)                           engaging
in the transactions contemplated by the Policy Provider Documents and the
Initial Primary Liquidity Facility.


 


(f)                                    Limitation
on Indebtedness. The Issuer shall not, and shall not permit any Issuer
Subsidiary to, incur, create, issue, assume, guarantee or otherwise become
liable for or with respect to, or become responsible for, the payment of,
contingently or otherwise, whether present or future (in any such case, to “Incur”),
Indebtedness.


 


Notwithstanding the foregoing, but subject to the last
sentence of this Section 5.02(f), the Issuer and any Issuer Subsidiary may
Incur each and all of the following:


 


(i)                                     Indebtedness
in respect of any Notes issued on or prior to the Second Closing Date;


 


(ii)                                  Indebtedness
in respect of any Refinancing Notes; provided that
(A) the prior written consent of each of the Policy Provider (unless the Policy
Non-Consent Event has occurred) and the Initial Primary Liquidity Facility
Provider (unless the Liquidity Facility Non-Consent Event has occurred) has
been obtained with respect to such Refinancing and (B) the net proceeds of
any such Refinancing shall be applied only (x) to repay the Redemption
Price plus the Refinancing Expenses of the subclass of Notes being so
refinanced and pay any Policy Premium and/or Policy Redemption Premium due and
unpaid to the Policy Provider and (y) to fund any Cash Collateral Account
established for the related Refinancing Notes (up to the Required Amount
therefor);


 


(iii)                               Indebtedness
in respect of guarantees by any Issuer Group Member in favor of Lessees, or
otherwise related to the Aircraft that are in the ordinary course of business
and that are in respect of the obligations of other Issuer Group Members;


 


(iv)                              Indebtedness
in respect of any Additional Notes (including Class E Notes) the net
proceeds of which are applied (A) to finance a Permitted Additional
Aircraft Acquisition or to make Conversion Payments, (B) to fund any Cash
Collateral Account established for such Additional Notes (up to the Required
Amount therefor) and (C) to fund expenses related thereto; provided that (x) the prior written consent of each of
the Policy Provider (unless the Policy Non-Consent Event has occurred) and the
Initial Primary Liquidity Facility Provider (unless the Liquidity Facility
Non-Consent Event has occurred) is obtained prior to the Incurrence of such
Indebtedness and (y) such Additional Notes will be cross-collateralized with
all Secured Obligations by the Collateral under the Security Trust Agreement;


 


95

















 


(v)                                 obligations
to each Seller under each Acquisition Agreement and any related lease
assignment and assumption agreements and the documents related thereto,
including any Indebtedness owed to any Lessee under any such agreement or the
Lease with respect to maintenance contributions;


 


(vi)                              Indebtedness
under the Loan, Expenses Apportionment and Guarantee Agreement and any other
Indebtedness under any agreements between the Issuer or any Issuer Subsidiary
and any other Issuer Group Members (each, an “Intercompany Loan”); provided that the agreements or promissory notes evidencing
such Indebtedness shall be pledged to the Security Trustee and written
notification shall have been given to each Rating Agency, the Policy Provider
and the Initial Primary Liquidity Facility Provider of the Incurrence of such
Indebtedness;


 


(vii)                           Indebtedness
of the Issuer under any Eligible Credit Facility, provided
that a Rating Agency Confirmation and the prior written consent of each of the
Policy Provider and the Initial Primary Liquidity Facility Provider is obtained
prior to entering into such new Eligible Credit Facility;


 


(viii)                        Indebtedness
of the Issuer in respect of any Additional Class E Note, provided that (A) a Rating Agency Confirmation and the
prior written consent of each of the Policy Provider and the Initial Primary
Liquidity Facility Provider is obtained prior to the issuance of any such
Additional Class E Note, (B) each Additional Class E Note shall
be unsecured and neither any such Additional Class E Note or the holders
thereof shall be given or deemed to have any Encumbrance on any asset of any
Issuer Group Member, whether through the Security Trust Agreement or otherwise,
and (C) the terms of any such Additional Class E Note shall contain
no provision inconsistent with the terms of this Indenture; and


 


(ix)                                Indebtedness
of the Issuer under the Policy Provider Documents.


 


(g)                                 Limitation
on Aircraft Dispositions. The Issuer shall not, and shall not permit any
Issuer Subsidiary to, sell, transfer or otherwise dispose of any Aircraft or
any interest therein other than as provided in the Servicing Agreement.


 


In addition and notwithstanding any provision of the
Servicing Agreement, the Issuer and any Issuer Subsidiary shall only be
permitted to sell, transfer or otherwise dispose of, directly or indirectly:


 


(i)                                     any
Engine or Part purchased on the date such Aircraft is acquired,


 


(ii)                                  any
Engine or Part in connection with the replacement or exchange of such Engine or
Part in accordance with a Lease, or


 


(iii)                               one
or more Aircraft:


 


(A)                              pursuant
to a Purchase Option or other agreement of a similar character existing with
respect to a Current Aircraft on or prior to the Second Closing Date, or, with
respect to any Substitute Aircraft or Additional Aircraft, on the Closing Date
therefor,


 


(B)                                within
or among the Issuer and the Issuer Subsidiaries without limitation; provided that no such sale, transfer or disposition shall be
made if such sale, transfer or disposition would materially adversely affect
the Holders or the Policy Provider;


 


96

















 


provided, further,
that written notification shall have been given to the Policy Provider of such
sale, transfer or disposition,


 


(C)                                pursuant
to any Aircraft Agreement; provided that
such sale does not result in a Concentration Default and the net present value
of the cash Net Sale Proceeds thereof is not less than the Note Target Price
with respect to such Aircraft,


 


(D)                               pursuant
to receipt of insurance proceeds in connection with a Casualty Occurrence or
Total Loss or Event of Loss (each as defined in the relevant Lease),


 


(E)                                 pursuant
to an Aircraft Agreement (including pursuant to a Purchase Option) the net
present value of the cash Net Sale Proceeds of which is less than the Note
Target Price, provided that, (x) in any
one calendar year such sales do not exceed 10% of the Adjusted Portfolio Value
as determined by the most recent Appraisal obtained for such calendar year,
(y) each such sale does not result in a Concentration Default, and
(z) a Board Resolution delivered to the Trustee confirms that each such
sale would not materially adversely affect the Holders, or


 


(F)                                 pursuant
to an Aircraft Agreement that is designed to allow a Person that is unrelated
to the Issuer or any Issuer Subsidiary to realize tax benefits associated with
the Aircraft or other assets being sold (any such sale, transfer or other
disposition, a “Permitted Tax-Related Disposition”), provided that the Issuer receives Rating Agency Confirmation
in respect thereof;


 


provided, however, that in the case of clauses (C), (E) and
(F) above the prior written consent of the Policy Provider shall have been
obtained prior to any such sale, transfer or other disposition.


 


For the purpose of this Section 5.02(g), the net
present value of the cash Net Sale Proceeds of any sale, transfer or other
disposition of any Aircraft shall mean the present value of all payments
received or to be received by the Issuer or any Issuer Subsidiary in respect of
such Aircraft from the date of execution or option granting date, as the case
may be, of the relevant Aircraft Agreement through and including the date of
transfer of title to such Aircraft, discounted back to the date of execution or
option granting date, as the case may be, of such Aircraft Agreement at the
weighted average cost of funds of the Issuer Group (based on the cost of funds
on the Payment Date immediately preceding such date (excluding for such purpose
any interest accrued on the Class E Notes but taking into account any
Hedge Agreements)).


 


(h)                                 Limitation
on Aircraft Acquisitions. The Issuer shall not, and shall not permit any
Issuer Subsidiary to, purchase or otherwise acquire any Aircraft other than the
Current Aircraft or any interest therein.


 


Notwithstanding the foregoing, the Issuer may, and may
permit any Issuer Subsidiary to, (A) purchase or otherwise acquire, directly or
indirectly, any Aircraft owned by another Issuer Group Member and (B) purchase
or acquire, directly or indirectly, Additional Aircraft from time to time (a “Permitted
Additional Aircraft Acquisition”); provided that,
in the case of Clause (B), (i) no Event of Default shall have occurred and
be continuing, (ii) the acquisition does not result in a Concentration Default
(unless a Rating Agency Confirmation from Moody’s has been received),
(iii) the prior written consent of each of the Policy Provider and the
Initial Primary Liquidity Facility Provider has been obtained and a Rating
Agency Confirmation has been received, and (iv) all Additional Aircraft
hold or are capable of holding a noise reduction certificate issued under
Chapter 3 of Volume I, Part II of annex 16 of the Chicago Convention
or comply with the Stage 3 noise levels set out in Section 36.3 of
Appendix C of Part 36 of the United States Federal Aviation
Regulations (in each case without the use of noise reduction kits).


 


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(i)                                     Limitation
on Modification Payments and Capital Expenditures. The Issuer shall not,
and shall not permit any Issuer Subsidiary to, make any capital expenditures
for the purpose of effecting any optional improvement or modification of any
Aircraft, including without limitation the optional conversion (an “Aircraft
Conversion”) of any Aircraft from a passenger aircraft to a freighter or
mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any
Engines or Parts outside of the ordinary course of business, excluding any
capital expenditure made in the ordinary course of business in connection with a
new lease of such Aircraft (each such non-excluded expenditure, a “Modification
Payment”, and each Modification Payment in respect of an Aircraft
Conversion, a “Conversion Payment”) and excluding any capital
expenditures made under Leases under provisions in effect on the Closing Date
therefor.


 


Notwithstanding the foregoing, the Issuer may, and may
permit any Issuer Subsidiary to: 
(x) make Modification Payments (in the case of Conversion Payments,
with respect to those not financed by Additional Notes); provided
that (i) each Modification Payment, together with all other Modification
Payments made after the Second Closing Date pursuant to this
Section 5.02(i) with respect to any single Aircraft, does not exceed the
aggregate amount of funds that would be necessary to perform one incidence of
heavy maintenance (as described in the Servicing Agreement) on such Aircraft,
including the airframe and the related Engines thereof; (ii) (A) such
Modification Payment is included in the annual operating budget of the Issuer
Group and approved by the Board or (B) the amount of funds necessary to
make such Modification Payment shall have been accrued in advance as a
Permitted Accrual in the Expense Account through transfers into the Expense
Account pursuant to Section 3.09(a)(vi) or otherwise allowed to be paid
under Section 5.02(f); (iii) the aggregate amount of all Modification
Payments made by all Issuer Group Members, taken as a whole, pursuant to this
Section 5.02(i) after the Second Closing Date, including such Modification
Payment, shall not exceed 5% of the aggregate Initial Appraised Value of all
Aircraft acquired by the Issuer Group and (iv) such Modification Payment
is made with the prior written consent of the Policy Provider and (y) make
any Conversion Payment from the proceeds of Additional Notes issued in
accordance with Section 2.11 in which case the limitations in
clause (x) do not apply (other than the limitation in clause (iv) of
clause (x)).


 


(j)                                     Limitation
on Consolidation, Merger and Transfer of Assets. The Issuer shall not, and
shall not permit any Issuer Subsidiary to, consolidate with, merge with or
into, or sell, convey, transfer, lease or otherwise dispose of its property and
assets (as an entirety or substantially an entirety in one transaction or in a
series of related transactions) to, any other Person, or permit any other
Person to merge with or into the Issuer or any Issuer Subsidiary, unless:


 


(i)                                     the
resulting entity is a special purpose entity, the charter of which is
substantially similar to the Memorandum of Association of the Issuer or the
equivalent charter document of such Issuer Subsidiary, as the case may be, and,
after such consolidation, merger, sale, conveyance, transfer, lease or other
disposition, payments from such resulting entity to the Holders do not give
rise to any withholding tax payments less favorable to the Holders than the
amount of any withholding tax payments which would have been required had such
event not occurred,


 


(ii)                                  in
the case of any consolidation, merger or transfer by the Issuer, the surviving
successor or transferee entity shall expressly assume all of the obligations of
the Issuer under this Indenture, the Notes and each other Related Document to
which the Issuer is then a party (with, in the case of a transfer only, the
Issuer thereupon being released) and in the case of any consolidation, merger
or transfer by any other Issuer Group Member, the surviving successor or
transferee entity shall expressly assume all of the obligations of such Issuer
Group Member under each Related Document to which it is then a party (with, in
the case of a transfer only, the Issuer Group Member thereupon being released),


 


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(iii)                               each
of a Rating Agency Confirmation and the prior written consent of each of the
Policy Provider (unless the Policy Non-Consent Event has occurred) and the
Initial Primary Liquidity Facility Provider (unless the Initial Primary
Liquidity Facility Non-Consent Event has occurred) is obtained with respect to
such merger, sale, conveyance, transfer, lease or disposition,


 


(iv)                              immediately
after giving effect to such transaction, no Event of Default shall have
occurred and be continuing, and


 


(v)                                 the
Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of
Counsel, in each case stating that such consolidation, merger or transfer and
such supplemental indenture comply with the above criteria and, if applicable,
Section 5.02(g) and that all conditions precedent provided for herein
relating to such transaction have been complied with;


 


provided that
this covenant shall not apply to any such consolidation, merger, sale,
conveyance, transfer, lease or disposition (a) within and among the Issuer
Group if such consolidation, merger, sale, conveyance, transfer, lease or
disposition, as the case may be, would not materially adversely affect the
Holders and written notification of such act is given to each Rating Agency by
the Issuer or its agent and the prior written consent of each of the Policy Provider
and the Initial Primary Liquidity Facility Provider has been obtained in
connection therewith, (b) complying with the terms of Section 5.02(g)
or Section 5.02(l) or (c) effected as part of a single transaction
providing for the redemption or defeasance of Notes in accordance with
Section 3.12 or Article XI, respectively.


 


(k)                                  Limitation
on Transactions with AerCap and Affiliates. The Issuer shall not, and shall
not permit any Issuer Subsidiary, directly or indirectly, to enter into, renew
or extend any transaction (including, without limitation, the purchase, sale,
lease or exchange of property or assets, or the rendering of any service) with
AerCap and its Affiliates or any Affiliate of the Issuer or any Issuer
Subsidiary, except upon fair and reasonable terms no less favorable to the
Issuer or such Issuer Subsidiary than could be obtained, at the time of such
transaction or at the time of the execution of the agreement providing
therefor, in a comparable arm’s-length transaction with a Person that is not
such an Affiliate and pursuant to enforceable agreements.


 


(l)                                     Limitation
on the Issuance, Transfer and Sale of Ownership Interests. The Issuer shall
not (i) issue, deliver or sell any shares, beneficial interests,
participations or other equivalents in equity (however designated, whether
voting or non-voting), including, without limitation, all ordinary shares of
the Issuer (other than the issuance of shares, beneficial interests,
participations or other equivalents existing on or prior to the Second Closing
Date), or (ii) sell, or permit any Issuer Subsidiary, directly or
indirectly, to issue, deliver or sell, any shares, beneficial interests,
participations or other equivalents in equity (however designated, whether
voting or non-voting, other than such shares, beneficial interests,
participations or other equivalents existing on or prior to the Second Closing
Date), except (A) the issuance, sale, delivery, transfer or pledge of
Ownership Interests in any Issuer Group Member to or for the benefit of any other
Issuer Group Member, (B) the issuance of 95.1% of the shares of the Issuer
to the Charitable Trustee (or its nominees) and of 4.9% of the shares of the
Issuer to AerCap Ireland, (C) issuances or sales of Ownership Interests of
Issuer Subsidiaries incorporated outside of Jersey, Ireland or The Netherlands
to nationals in the jurisdiction of incorporation or organization of such
Issuer Subsidiary, as the case may be, to the extent required by applicable law
or necessary in the determination of the Board to avoid adverse tax
consequences or to facilitate the registration or leasing of Aircraft, provided that the prior written consent of the Policy
Provider has been obtained in connection therewith, (D) the pledge of the
Pledged Shares, Pledged Membership Interests and Pledged Beneficial Interests
pursuant to the Security Documents, and (E) the issuance, sale, delivery,
transfer or pledge of any Ownership Interests of an Issuer Subsidiary in order
to effect the sale of all Aircraft owned by such Issuer


 


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Subsidiary
in compliance with Section 5.02(g) (including in connection with a
Permitted Tax-Related Disposition).


 


(m)                               Bankruptcy
and Insolvency; Corporate Governance. The Issuer (i) shall promptly
provide the Trustee, the Policy Provider, the Initial Primary Liquidity
Facility Provider and the Rating Agencies with written notice of the
institution of any proceeding by or against the Issuer or any Issuer
Subsidiary, as the case may be, seeking to adjudicate any of them bankrupt or
insolvent, or seeking liquidation, Irish law examinership, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of
their debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee or other similar official for either all or
for any substantial part of its property; (ii) shall not take any action
to waive, repeal, amend, vary, supplement or otherwise modify its charter
document, or those of any Issuer Subsidiary in a manner that would adversely
affect the rights, privileges or preferences of any Holder of the Notes; and
(iii) shall not, without an affirmative unanimous written resolution of
the Board, take any action to waive, repeal, amend, vary, supplement or
otherwise modify the provisions of its charter documents or those of any Issuer
Subsidiary and shall not permit any Issuer Subsidiary to take any such action
without an affirmative unanimous written resolution of the board of directors
of such Issuer Subsidiary.


 


(n)                                 Payment
of Principal, Redemption Premium, if any, and Interest. The Issuer shall
duly and punctually pay or provide for payment of the principal, Redemption
Premium, if any, and interest on the Notes in accordance with the terms of this
Indenture and the Notes.


 


(o)                                 Limitation
on Employees. The Issuer shall not, and shall not permit any Issuer
Subsidiary to, employ or maintain any employees; provided
that trustees and directors shall not be deemed to be employees for purposes of
this Section 5.02(o).


 


(p)                                 Compliance
and Agreement. The Issuer shall comply, and shall cause each Issuer
Subsidiary to comply, with the provisions of the Related Documents and the
constitutional documents of the Issuer Group Members. The Issuer shall ensure
that title to each Aircraft shall not be held by the Issuer and shall be held
in a separate special purpose entity (including a trust) whose constitutional
documents contain restrictions similar (subject to local law requirements) to
the restrictions (including, but not limited to, the provisions regarding
limited purpose and maintaining separateness from other entities in accordance
with the terms of Section 5.02(q)(ii)) contained in the constitutional
documents of the Issuer Subsidiaries existing on the Second Closing Date.


 


(q)                                 Maintenance
of Separate Existence. Except to the extent provided in this Indenture or
the other Related Documents, the Issuer shall, and shall cause each Issuer Subsidiary
to, maintain certain policies and procedures relating to its existence as a
separate corporation, company or other legal entity as follows:


 


(i)                                     the
Issuer acknowledges its receipt of a copy of that certain opinion letter issued
by McCann FitzGerald, dated as of the Second Closing Date addressed to, among
others, the Trustee, the Policy Provider, the Initial Primary Liquidity
Facility Provider and the Rating Agencies and addressing the issue of
substantive consolidation as it may relate to the Issuer and each Issuer
Subsidiary (which is incorporated under the laws of Ireland), on the one hand,
and the Primary Servicer, the Insurance Servicer, the Financial Administrative
Agent and the Primary Administrative Agent (each, an “AerCap Entity”
and, collectively, the “AerCap Entities”), on the other. The Issuer
hereby agrees to maintain, and to cause each Issuer Subsidiary to maintain, in
place all policies and procedures, and take and continue to take all actions,
described in the factual assumptions set forth in such opinion letter and
relating to the Issuer or such Issuer


 


100

















 


Subsidiaries,
as applicable; provided, however,
that the Issuer or any such Issuer Subsidiary may cease to maintain any policy
or procedure if and to the extent that the Issuer or such Issuer Subsidiary
delivers to the Trustee, the Initial Primary Liquidity Facility Provider and
the Policy Provider an Opinion of Counsel reasonably acceptable to the Trustee,
the Initial Primary Liquidity Facility Provider and the Policy Provider
providing that such policy or procedure is no longer necessary, due to a change
in law or otherwise, for the rendering of such earlier opinion relating to the
issue of substantive consolidation.


 


(ii)                                  The
Issuer shall, and shall cause each Issuer Subsidiary to:


 


(A)                              maintain
its own books and records and bank accounts separate from those of each AerCap
Entity and any other Person except as otherwise contemplated by the
constitutional documents of the Issuer Group Members or the Related Documents;


 


(B)                                maintain
its assets in such a manner that it is not difficult to segregate, identify or
ascertain such assets;


 


(C)                                have
a board of directors separate from that of each AerCap Entity and any other
Person; provided that the individuals serving as
directors of each board of directors may be the same individuals on each board
of directors;


 


(D)                               cause
its board of directors to meet at least annually or act pursuant to written
consent and keep minutes of such meetings and actions and observe all other
corporate and other legal formalities;


 


(E)                                 hold
itself out to creditors and the public as a legal entity separate and distinct
from each AerCap Entity and any other Person;


 


(F)                                 prepare
separate financial statements and separate tax returns, and if separate returns
for the Issuer and each AerCap Entity are required under applicable tax law, or
if part of a consolidated group, then it will be shown as a separate member of
such group, and pay any taxes required to be paid under applicable tax law;


 


(G)                                allocate
and charge fairly and reasonably any common overhead shared with Affiliates;


 


(H)                               conduct
business in its own name, use separate invoices, stationery and checks and
strictly comply with all organizational formalities to maintain its separate
existence or, in communicating through any agent, the Issuer or any Issuer
Subsidiary will ensure that such agent identifies the individual entity for
whom it is acting;


 


(I)                                    not
commingle its assets or funds with those of any other Person except as
otherwise contemplated by the Related Documents and the Loan, Expenses
Apportionment and Guarantee Agreement;


 


(J)                                   not
hold out its credit or assets as being available to satisfy the obligations of
others except as otherwise contemplated by the Related Documents and the Loan,
Expenses Apportionment and Guarantee Agreement;


 


(K)                               not
assume, guarantee or pay the debts or obligations of any other Person or
otherwise pledge its assets for the benefit of any other Person except as
otherwise


 


101

















 


contemplated
by the Related Documents and the Loan, Expenses Apportionment and Guarantee
Agreement;


 


(L)                                 correct
any known misunderstanding regarding its separate identity;


 


(M)                            pay
its own liabilities only out of its own funds other than where indemnified by
another party as contemplated by the Related Documents;


 


(N)                               not
acquire the securities of any AerCap Entity or any Affiliate thereof; and


 


(O)                               cause
its Board of Directors and any officers, managers, agents and other
representatives of the Issuer or such Issuer Subsidiary, as applicable, to act
at all times with respect to the Issuer or such Issuer subsidiary, as the case
may be, consistently and in furtherance of the foregoing and in compliance with
applicable law.


 


(r)                                    Tombo
Aircraft. Unless the Aircraft subject to a Tombo Lease remains registered
on the aircraft register of Japan, the Issuer shall cause the relevant Issuer
Subsidiary to exercise the purchase option with respect to the Tombo Aircraft
at the expiration of the Tombo Lease.


 


(s)                                  Jersey
Filings. The Issuer shall file a copy of this Indenture with the Registrar
of Companies in Jersey within five Business Days after the Second Closing Date.


 


(t)                                    Independent
Director. The Issuer shall cause each of its Subsidiaries (except any trust
of which the Issuer or an Issuer Subsidiary is the holder of the beneficial
interest) to have at least one Independent Director and, upon the resignation
or removal of any Independent Director, the Issuer shall not permit such
Independent Director to be replaced without the consent of the Policy Provider
(such consent not to be unreasonably withheld).


 


(u)                                 Registered
Office. The Issuer shall cause each of the Issuer Subsidiaries that is
incorporated under the laws of Ireland to (a) maintain its registered
office in Ireland in accordance with the Irish Companies Acts 1963 to 2005 and
every other enactment which is to be read together with any of those Acts and
(b) maintain its centre of main interest (as that phrase is used in
Article 3(l) of Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings) in Ireland.


 


Section 5.03                                Operating
Covenants. The Issuer covenants with the parties as follows:


 


(a)                                  Concentration
Limits. Without prior written notification to each of the Rating Agencies,
a receipt of a written confirmation in advance from Moody’s that such action or
transaction in and of itself will not result in the lowering, qualification or
withdrawal by Moody’s of its then current credit rating, if any, of any subclass
of Notes (such rating, in the case of the Class G Notes, as determined
without regard to the Policy) and the prior written consent of the Policy
Provider, the Issuer shall not permit any Issuer Subsidiary to lease or
re-lease any Aircraft if entering into such proposed Lease would cause the
Portfolio to exceed any of the Concentration Limits set forth in Exhibit C
hereto (as such limits may be adjusted by the Issuer from time to time, subject
to a Rating Agency Confirmation from Moody’s and the prior written consent of
the Policy Provider, the “Concentration Limits”). The Issuer shall not
permit any Issuer Group Member to lease or re-lease any Aircraft (i) to any
Lessee habitually based or domiciled in any of the jurisdictions set forth as “Prohibited”
in the last section of the Concentration Limits set forth on Exhibit C
hereto and as amended from time to time upon receipt of a Rating Agency
Confirmation from Moody’s and the prior written consent of the Policy Provider
(each such jurisdiction, a “Prohibited Country”), (ii) enter into any
Lease (including any renewal or extension of any existing


 


102

















 


Lease)
that expressly permits the Lessee to sublease an Aircraft to a sublessee
habitually based or domiciled in a Prohibited Country, or (iii) consent to a
sublease of an Aircraft to a sublessee of an Aircraft habitually based or
domiciled in a Prohibited Country.


 


(b)                                 Compliance
with Law, Maintenance of Permits. The Issuer shall (i) comply, and
cause each Issuer Subsidiary to comply, in all material respects with all
Applicable Laws, (ii) obtain, and cause each Issuer Subsidiary to obtain,
all material governmental (including regulatory) registrations, certificates,
licenses, permits and authorizations required for the use and operation of the
Aircraft owned by it, including, without limitation, a current certificate of
airworthiness for each such Aircraft (issued by the Applicable Aviation
Authority and in the appropriate category for the nature of the operations of
such Aircraft), except that (A) no certificate of airworthiness shall be
required for any Aircraft (x) during any period when such Aircraft is
undergoing maintenance, modification or repair, or (y) following the
withdrawal or suspension by such Applicable Aviation Authority of certificates
of airworthiness in respect of all aircraft of the same model or period of
manufacture as such Aircraft (in which case the Issuer shall comply, and cause
each Issuer Subsidiary to comply, with all directions of such Applicable
Aviation Authority in connection with such withdrawal or suspension),
(B) no registrations, certificates, licenses, permits or authorizations
required for the use or operation of any Aircraft need be obtained with respect
to any period when such Aircraft is not being operated and (C) no such
registrations, certificates, licenses, permits or authorizations shall be
required to be maintained for any Aircraft that is not the subject of a Lease,
except to the extent required under Applicable Laws, (iii) not cause or
knowingly permit, directly or indirectly, through any Issuer Subsidiary, any
Lessee to operate any Aircraft under any Lease in any material respect contrary
to any Applicable Law and (iv) not knowingly permit, directly or indirectly,
through any Issuer Subsidiary, any Lessee not to obtain all material
governmental (including regulatory) registrations, certificates, licenses,
permits and authorizations required for such Lessee’s use and operation of any
Aircraft under any operating Lease except as provided, mutatis
mutandis, in clauses (ii)(A) and (ii)(B) above.


 


Notwithstanding the foregoing, no breach of this
Section 5.03(b) shall be deemed to have occurred by virtue of any act or
omission of a Lessee or sub-lessee, or of any Person which has possession of
the Aircraft or any Engine for the purpose of repairs, maintenance,
modification or storage, or by virtue of any requisition, seizure, or
confiscation of the Aircraft (other than seizure or confiscation arising from a
breach by the Issuer or an Issuer Subsidiary of this Section 5.03(b))
(each, a “Third Party Event”); provided that
(i) neither the Issuer nor any Issuer Subsidiary consents or has consented
to such Third Party Event; and (ii) the Issuer or Issuer Subsidiary which
is the lessor or owner of such Aircraft promptly and diligently takes such
commercially reasonable actions as a leading international aircraft operating
lessor would reasonably take in respect of such Third Party Event, including,
as deemed appropriate (taking into account, inter alia, the
laws of the jurisdictions in which the Aircraft are located), seeking to compel
such Lessee or other relevant Person to remedy such Third Party Event or
seeking to repossess the relevant Aircraft or Engine.


 


(c)                                  Appraisal
of Aircraft. The Issuer shall, at least once a year and in no event later
than September 30 of each year (commencing in 2008), deliver to the Trustee,
the Cash Manager, the Initial Primary Liquidity Facility Provider and the
Policy Provider for inclusion in its next Monthly Report (with no obligation of
review or inquiry on the part of the Trustee) three appraisals of the Base
Value of each of the Aircraft from each of Initial Appraisers or, if any of the
Initial Appraisers is unable to provide an appraisal, from the remaining
Initial Appraisers and such other independent appraisers that are members of
the International Society of Transport Aircraft Trading or similar professional
aircraft appraisal organization (each, an “Appraiser”) selected by the
Issuer with the prior written consent of the Policy Provider, each such
appraisal to be dated within 30 days prior to its delivery to the Trustee
and the Policy Provider.


 


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(d)                                 Maintenance
of Assets. The Issuer shall (i) with respect to each Aircraft and
Engine that is subject to a Lease, cause, directly or indirectly, through any
Issuer Subsidiary, such Aircraft and Engine to be maintained in a state of
repair and condition consistent with the reasonable commercial practice of
leading international aircraft operating lessors with respect to similar
aircraft under lease, taking into consideration, among other things, the
identity of the relevant Lessee (including the credit standing and operating
experience thereof), the age and condition of the Aircraft and the jurisdiction
in which such Aircraft will be operated or registered under such Lease and
(ii) with respect to each Aircraft that is not subject to a Lease,
maintain, and cause each Issuer Subsidiary to maintain, such Aircraft in a
state of repair and condition consistent with the reasonable commercial
practice of leading international aircraft operating lessors with respect to
aircraft not under lease. Notwithstanding the foregoing, no breach of this
Section 5.03(d) shall be deemed to have occurred by virtue of any Third
Party Event; provided that (i) neither
the Issuer nor any Issuer Subsidiary consents or has consented to such Third
Party Event; and (ii) the Issuer or such Issuer Subsidiary which is the
lessor or owner of such Aircraft promptly and diligently takes such
commercially reasonable actions as a leading international aircraft operating
lessor would reasonably take in respect of such Third Party Event, including as
deemed appropriate, seeking to compel such Lessee or other relevant Person to
remedy such Third Party Event or seeking to repossess the relevant Aircraft or
Engine.


 


(e)                                  Notification
of Trustee, Policy Provider, Initial Primary Liquidity Facility Provider,
Administrative Agent and Cash Manager. The Issuer shall notify the Trustee,
the Policy Provider, the Administrative Agent, the Initial Primary Liquidity
Facility Provider and the Cash Manager in writing as soon as the Issuer or any
Issuer Subsidiary becomes aware of any loss, theft, damage or destruction to
any Current Aircraft, Additional Aircraft or Engine if the potential cost of
repair or replacement of such asset (without regard to any insurance claim
related thereto) may exceed the lower of $5,000,000 and the damage notification
threshold specified in the relevant Lease.


 


(f)                                    Leases.
(i)  The Issuer shall adopt and shall cause the Primary Servicer to
utilize the pro forma lease in the form provided to the Issuer on the Second
Closing Date as such pro forma lease agreement or agreements may be revised for
purposes of the Issuer Group specifically or generally from time to time by the
Primary Servicer in a manner consistent with the Primary Servicer’s “Standard
of Care” (as defined in the Servicing Agreement) and in accordance with the
procedure set forth in clause (f)(iv) of this Section 5.03 (the “Servicer’s
Pro Forma Lease”), for use by the Primary Servicer on behalf of the Issuer
or any Issuer Subsidiary as a starting point in the negotiation of Future
Leases with Persons who are not Issuer Group Members; provided,
however, that with respect to any Future
Lease entered into in connection with (x) the renewal or extension of a
Current Lease, (y) the leasing of an Aircraft to a Person that is or was a
Lessee under a Current Lease or (z) the leasing of an Aircraft to a Person
that is or was the lessee under an operating lease of an aircraft that is being
managed or serviced by the Primary Servicer (such Future Lease, a “Renewal
Lease”), a form of lease substantially similar to such Current Lease or operating
lease (a “Precedent Lease”), as the case may be, may be used by the
Primary Servicer in lieu of the Servicer’s Pro Forma Lease on behalf of the
Issuer or any Issuer Subsidiary as a starting point in the negotiation of such
Future Lease with Persons who are not Issuer Group Members.


 


(ii)                                  Provided that the Primary Servicer commences the negotiation
of a lease of any Aircraft in accordance with clause (i) above, the terms
of any executed Lease may vary from the terms of the Servicer’s Pro Forma Lease
or the Precedent Lease employed by the Primary Servicer in accordance with such
clauses. It is the intention of the parties that following the execution and
delivery of any Lease with respect to Aircraft the Primary Servicer shall
deliver a copy of the executed Lease, together with a copy thereof marked to
reflect changes from the precedent employed in accordance with the foregoing
procedures, to the Policy Provider and, if requested by the Issuer, to the
Issuer within 20 Business Days of such execution and delivery.


 


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(iii)                               60 days
prior to each anniversary of the Second Closing Date for purposes of the annual
review of the Servicer’s Pro Forma Lease (the “Annual Review”), the
Primary Servicer shall provide the Issuer, the Policy Provider, the Initial
Primary Liquidity Facility Provider and the Administrative Agent with a copy of
the Revisions (as defined below) made since the last Annual Review, or, in the
case of the first Annual Review, since the Second Closing Date. At each Annual
Review, the Issuer may propose amendments to the Servicer’s Pro Forma Lease
(provided that the Issuer may not propose amendments which would require the
Primary Servicer to obtain lease terms which are not reasonably commercially
available) and the Primary Servicer shall revise the Servicer’s Pro Forma Lease
in accordance with such proposed amendments. The Issuer may take independent
advice as to whether any such amendments should be made.


 


(iv)                              At
any time and from time to time the Primary Servicer may make revisions (the “Revisions”)
to the Servicer’s Pro Forma Lease to conform it to the Primary Servicer’s then
current pro forma lease used in its Own Business (as defined in the Servicing
Agreement) and shall commence the negotiation of any Lease thereafter with the
Servicer’s Pro Forma Lease as so revised; provided that
the Core Lease Provisions and the specific terms of the Core Lease Provisions
of the Servicer’s Pro Forma Lease may not be amended without the prior written
consent of the Policy Provider and the Issuer. The Issuer shall not enter into,
and shall not permit any Issuer Subsidiary to enter into, any Future Lease the
rental payments under which are denominated in a currency other than U.S.
dollars without a Rating Agency Confirmation and the prior written consent of
the Policy Provider.


 


(g)                                 Opinions.
The Issuer shall not enter into, and shall not permit any Issuer Subsidiary to
enter into, any Future Lease with any Person that is not an Issuer Group Member
or change the jurisdiction of registration of any Aircraft that is subject to a
Lease, unless, upon entering into such Future Lease or changing the
jurisdiction of registration of such Aircraft (or within a commercially
reasonable period thereafter), the Primary Servicer obtains such legal
opinions, if any, with regard to compliance with the registration requirements
of the relevant jurisdiction, enforceability of the Future Lease, matters
relating to the Cape Town Convention (if applicable) and such other matters customary
for such transactions to the extent that receiving such legal opinions is
consistent with the reasonable commercial practice of leading international
aircraft operating lessors.


 


(h)                                 Insurance.
The Issuer shall maintain or cause, directly or indirectly through the Issuer
Subsidiaries, to be maintained with reputable and responsible insurers or,
provided that the applicable insurance policy contains a cut-through clause
requiring the reinsurers to pay the insured directly (other than in any instances
where local law requirements mandate otherwise), with insurers that maintain
relevant reinsurance with reputable and responsible reinsurers (i) airline
hull insurance for each Aircraft in an amount at least equal to the Note Target
Price (except that such amount may be less than the Note Target Price if a
Rating Agency Confirmation and the prior written consent of the Policy Provider
has been obtained) for such Aircraft (or the equivalent thereof from time to
time if such insurance is denominated in a currency other than U.S. dollars)
and (ii) airline liability insurance for each Aircraft and occurrence in
an amount at least equal to the relevant amount set forth on Exhibit D
hereto for each model of aircraft and as amended from time to time with the
approval of the Rating Agencies and the prior written consent of the Policy
Provider and (iii) airline repossession insurance (“Repossession
Insurance”) for each Aircraft subject to a Lease to a Lessee habitually
based or domiciled in a jurisdiction set forth under the “Repossession
Guidelines” set forth in Exhibit C hereto, which may be amended from time
to time only with the approval of the Rating Agencies and the prior written
consent of the Policy Provider, in an amount at least equal to the Note Target
Price (or the equivalent thereof from time to time if such insurance is
denominated in a currency other than U.S. dollars) for such Aircraft; provided, further, that
with respect to any such insurance for any Aircraft subject to a Lease, such
insurance may be subject to commercially reasonable deductible and
self-insurance arrangements (taking into account, inter alia,
the


 


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creditworthiness
and experience of the Lessee, if any, the type of aircraft and market practices
in the aircraft insurance industry generally). The coverage and terms
(including endorsements, deductibles and self-insurance arrangements) of any
insurance maintained with respect to any Aircraft not subject to a Lease shall
be substantially consistent with the commercial practices of leading
international aircraft operating lessors regarding similar aircraft. In
determining the amount of insurance required to be maintained by this
Section 5.03(h), the Issuer may take into account any indemnification
from, or insurance provided by, any governmental, supranational or
inter-governmental authority or agency (other than, with respect to
Repossession Insurance, any governmental authority or agency of any
jurisdiction for which Repossession Insurance must be obtained), the sovereign
foreign currency debt rating of which is rated at least A-, or the equivalent,
by at least one of the Rating Agencies (provided that such credit rating
requirement shall not apply in the case of any War Risk Coverage), against any
risk with respect to an Aircraft at least in an amount which, when added to the
amount of insurance against such risk maintained by the Issuer (or which the
Issuer has caused to be maintained), shall be at least equal to the amount of
insurance against such risk otherwise required by this Section 5.03(h)
(taking into account self-insurance permitted by this Section 5.03(h)). Any
such indemnification or insurance provided by such government shall provide
substantially similar protection as the insurance required by this
Section 5.03(h).


 


The Issuer shall cause, or shall cause the applicable
Issuer Subsidiary to cause, each Lessee to be obligated under its respective
Lease to maintain War Risk Coverage as part of the insurance requirements in
such Lease. The Issuer shall cause, or shall cause the applicable Issuer
Subsidiary to cause, each Lessee to maintain War Risk Coverage in accordance
with the requirements set forth in Exhibit D hereto. In the event that a
Lessee does not maintain such requisite level of War Risk Coverage or allows
such War Risk Coverage to lapse, the Issuer shall cause the applicable Issuer
Subsidiary lessor to immediately bring enforcement proceedings against the
applicable Lessee under the terms of the applicable Lease to repossess the
applicable Aircraft and use its best efforts to ensure that such Aircraft does
not operate without War Risk Coverage at such required levels; provided, however, that
so long as the Issuer is in compliance with the requirements set forth in the
next succeeding sentence and the applicable Lessee is not otherwise in default
under the related Lease, the Issuer shall have 180 days to cause, or to
cause the applicable Issuer Subsidiary lessor to cause, the Lessee to comply
with the insurance requirements set forth herein and under the Lease prior to
bringing any such enforcement proceedings; provided further,
that if, for any reason, neither the Issuer nor the applicable Issuer
Subsidiary lessor has a right under the applicable Lease to require a Lessee to
maintain War Risk Coverage at the requisite levels, the Issuer shall
nevertheless be obligated to cause such Lessee to maintain War Risk Coverage at
the requisite levels described in Exhibit D hereto (by negotiating in good
faith with such Lessee or otherwise), subject only to the additional time
provided in the immediately preceding proviso if the Issuer is in compliance
with requirements set forth in the next succeeding sentence and the applicable
Lessee is not otherwise in default under the related Lease. The Issuer shall
carry contingent and excess War Risk Coverage in accordance with the
requirements set forth in Exhibit D hereto.


 


The obligations set forth in the foregoing paragraph
may be waived upon receipt of the prior written consent of the Policy Provider
and the receipt of a Rating Agency Confirmation from Moody’s.


 


(i)                                     Indemnity.
The Issuer shall, and shall cause each Issuer Subsidiary to, include in each
Lease between the Issuer or such Issuer Subsidiary and a Person who is not an
Issuer Group Member an indemnity from such Person in respect of any losses or
liabilities arising from the use or operation of the Aircraft during the term
of such Lease, subject to such exceptions, limitations and qualifications as
are consistent with the reasonable commercial practice of leading international
aircraft operating lessors.


 


Section 5.04                                Compliance
Through Agents. The Issuer shall be entitled to delegate the performance of
any of its covenants hereunder to one or more Service Providers pursuant to one
or more


 


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Related
Documents entered into in accordance with the terms of this Indenture so long
as each such Related Document is subject to the Lien of the Security Trust
Agreement. Nothing in this Section 5.04 is intended to, or shall, relieve
the Issuer from any liability or consequences hereunder arising from the
failure of the Issuer or any such Service Provider to perform any such covenant
strictly in accordance with the terms of this Indenture.


 


ARTICLE VI


 


THE TRUSTEE


 


Section 6.01                                Acceptance
of Trusts and Duties. The duties and responsibilities of the Trustee shall
be as provided by the TIA and as set forth herein. The Trustee accepts the
trusts hereby created and applicable to it and agrees to perform the same but
only upon the terms of this Indenture and the TIA and agrees to receive and
disburse all moneys received by it in accordance with the terms hereof. The
Trustee in its individual capacity shall not be answerable or accountable under
any circumstances, except for its own willful misconduct or negligence or
breach of any of its representations or warranties set forth herein and the
Trustee shall not be liable for any action or inaction of the Issuer or any
other parties to any of the Related Documents. The fees and out-of-pocket
expenses of the Trustee shall be Expenses of the Issuer.


 


Section 6.02                                Absence
of Duties. Except in accordance with written instructions or requests
furnished hereunder, the Trustee shall have no duty to ascertain or inquire as
to the performance or observance of any covenants, conditions or agreements on
the part of any Lessee.


 


Section 6.03                                Representations
or Warranties. The Trustee does not make and shall not be deemed to have
made any representation or warranty as to the validity, legality or
enforceability of this Indenture, the Securities or any other document or
instrument or as to the correctness of any statement contained in any thereof,
except that the Trustee in its individual capacity hereby represents and warrants
(i) that each such specified document to which it is a party has been or
will be duly executed and delivered by one of its officers who is and will be
duly authorized to execute and deliver such document on its behalf, and
(ii) this Indenture is the legal, valid and binding obligation of Deutsche
Bank Trust Company Americas, enforceable against Deutsche Bank Trust Company
Americas in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors’ rights generally.


 


Section 6.04                                Reliance;
Agents; Advice of Counsel. The Trustee may conclusively rely and shall be
fully protected and incur no liability to anyone in acting or refraining from
acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document or paper believed
by it to be genuine and believed by it to be signed by the proper party or
parties. The Trustee shall have no obligation to confirm the veracity of the
content of any such item provided to it (absent manifest error). The Trustee
may accept a copy of a resolution of, in the case of the Issuer, the Directors
and, in the case of any other party to any Related Document, the governing body
of such Person, certified in an accompanying Officer’s Certificate as duly
adopted and in full force and effect, as conclusive evidence that such
resolution has been duly adopted and that the same is in full force and effect.
As to any fact or matter the manner of ascertainment of which is not
specifically described herein, the Trustee shall be entitled to receive and may
for all purposes hereof conclusively rely on a certificate, signed by an
officer of any duly authorized Person, as to such fact or matter, and such
certificate shall constitute full protection to the Trustee for any action
taken or omitted to be taken by it in good faith in reliance thereon. The
Trustee shall furnish to the Administrative Agent upon written request such
information and copies of such documents as the Trustee may have and as are
necessary for the Administrative Agent to perform its duties under Articles II
and III hereof. The Trustee shall assume, and shall be fully protected in
assuming, that the Issuer is authorized by its constitutional documents to
enter


 


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into
this Indenture and to take all action permitted to be taken by it pursuant to
the provisions hereof, and shall not inquire into the authorization of the
Issuer with respect thereto.


 


The Trustee shall not be liable for any action it
takes or omits to take in good faith that it believes to be authorized or
within its rights or powers or for any action it takes or omits to take in
accordance with the direction of the Controlling Party, in accordance with
Section 4.12 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.


 


The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Trustee shall not be
responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.


 


The Trustee may consult with counsel as to any matter
relating to this Indenture and any Opinion of Counsel or any advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel.


 


The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture, or to institute,
conduct or defend any litigation hereunder or in relation hereto, at the
request, order or direction of any of the Holders, pursuant to the provisions
of this Indenture, unless such Holders shall have offered to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities which may be Incurred therein or thereby (the basis of such
costs, expense or liability, if in respect of any third party liability, shall
be supported by an Opinion of Counsel).


 


The Trustee shall not be required to expend or risk
its own funds or otherwise Incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers,
if there is reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it, and none of the provisions contained in this Indenture shall in any event
require the Trustee to perform, or be responsible or liable for the manner of
performance of, any obligations of the Issuer or the Administrative Agent under
this Indenture or any of the Related Documents.


 


The Trustee shall not be liable for any Costs or Taxes
(except for Taxes relating to any compensation, fees or commissions of any
entity acting in its capacity as Trustee hereunder) or in connection with the
selection of Permitted Account Investments or for any investment losses
resulting from Permitted Account Investments.


 


When the Trustee Incurs expenses or renders services
in connection with an Event of Default specified in Section 4.01(e) or
4.01(f), such expenses (including the fees and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors’ rights
generally.


 


The Trustee shall not be charged with knowledge of an
Event of Default unless a Responsible Officer of the Trustee obtains actual
knowledge of such event or the Trustee receives written notice of such event
from the Issuer, the Administrative Agent or any Holder.


 


The Trustee shall have no duty to monitor the
performance of the Issuer, the Cash Manager or any other party to the Related
Documents, nor shall it have any liability in connection with the malfeasance
or nonfeasance by such parties. The Trustee shall have no liability in
connection with the


 


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appointment of the
Administrative Agent or compliance by the Issuer, the Administrative Agent and
the Cash Manager or any lessee under a Lease with statutory or regulatory
requirements related to any Aircraft or any Lease. The Trustee shall have no
obligation, or liability in respect thereto, to verify or recalculate any of
the determinations made by the Administrative Agent pursuant to the Related
Documents. The Trustee shall not make or be deemed to have made any
representations or warranties with respect to any Aircraft or any Lease or the validity
or sufficiency of any assignment or other disposition of any Aircraft or any
Lease.


 


Section 6.05                                No
Compensation from Holders. The Trustee agrees that it shall have no right
against the Holders, the Policy Provider or, except as provided in Article III,
the property of the Issuer, for any fee as compensation for its services
hereunder.


 


Section 6.06                                Notice
of Defaults. As promptly as practicable after, and in any event within
30 days after, the occurrence of any Default or Event of Default, the Trustee
shall transmit by mail to the Issuer, any Paying Agent, the Cash Manager, the
Policy Provider, the Initial Primary Liquidity Facility Provider, the Rating
Agencies and the Holders holding Notes of the related subclass, notice of such
Default or Event of Default actually known to a Responsible Officer of the
Trustee, unless such Default or Event of Default shall have been cured or
waived; provided, however,
that, except in the case of a Default or Event of Default on the payment of the
interest on or principal or Redemption Price of any Note, the Trustee shall be
fully protected in withholding such notice if and so long as a trust committee
of Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Holders of the
related class; provided further that the Trustee
shall in any event notify the Policy Provider and the Initial Primary Liquidity
Facility Provider of any such Default or Event of Default.


 


Section 6.07                                May
Hold Securities. The Trustee, any Paying Agent, the Registrar or any of
their Affiliates or any other agent in their respective individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 310(b) and 311 of the TIA, may otherwise deal with the Issuer
with the same rights it would have if it were not Trustee, Paying Agent,
Registrar or such other agent.


 


Section 6.08                                Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee which
shall be eligible to act as a trustee under Section 310(a) of the TIA and
shall meet the Eligibility Requirements. If such corporation publishes reports
of conditions at least annually, pursuant to law or to the requirements of
federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 6.08, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published.


 


In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.08 to act as
Trustee, the Trustee shall resign immediately as Trustee in the manner and with
the effect specified in Section 7.01.


 


Section 6.09                                Disqualification
of Trustee. If this Indenture is qualified under the TIA, the Trustee shall
be subject to the provisions of Section 310(b) of the TIA during the
period of time provided for therein. If this Indenture has been qualified under
the TIA and the Trustee has or shall acquire a conflicting interest within the
meaning of the TIA, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the TIA and this Indenture. Nothing herein shall prevent the Trustee from
filing with the Commission the application referred to in the second to last
paragraph of Section 310(b) of the TIA.


 


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Section 6.10                                Preferential
Collection of Claims Against Issuer. The Trustee shall comply with
Section 311(a) of the TIA as if this Indenture were required to be
qualified under the TIA, excluding any creditor relationship listed in
Section 311(b) of the TIA. A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the TIA to the extent applicable and
to the extent indicated therein.


 


Section 6.11                                Reports
by the Issuer. The Issuer shall furnish to the Trustee, within
120 days after the end of each fiscal year, a brief certificate from a
Director as to his or her knowledge of the Issuer’s compliance with all
conditions and covenants under this Indenture (it being understood that for
purposes of this Section 6.11, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture).


 


Section 6.12                                Holder
Lists. The Issuer will furnish or cause to be furnished to the Trustee with
respect to the Notes of each class:


 


(a)                                  semi-annually,
not later than 15 days after such semi-annual dates as may be specified by
the Trustee, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such semi-annual date, as the case may
be, and


 


(b)                                 at
such other times as the Trustee may request in writing, within 30 days
after the receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished, excluding from any such list names and addresses received by the
Trustee in its capacity as Registrar.


 


Section 6.13                                Preservation
of Information; Communications to Holders. (a)  The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 6.12 and the names and addresses of Holders
received by the Trustee in its capacity as Registrar. The Trustee may destroy
any list furnished to it as provided in Section 6.12 upon receipt of a new
list so furnished.


 


(b)                                 If
three or more Holders of Notes of any subclass (hereinafter referred to as
“applicants”) apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Note of such
subclass for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Notes of such subclass or with the Holders of
all Notes with respect to their rights under this Indenture or under such Notes
and is accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, at its election, either:


 


(i)                                     afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 6.13(a), or


 


(ii)                                  inform
such applicants as to the approximate number of Holders of Notes of such
subclass or all Notes, as the case may be, whose names and addresses appear in
the information preserved at the time by the Trustee in accordance with
Section 6.13(a), and as to the approximate cost of mailing to such Holders
the form of proxy or other communication, if any, specified in such application.


 


If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder of a Note of such subclass or
to all Holders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with
Section 6.13(a), a copy of the form of proxy or other communication


 


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which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses in connection with such mailing.


 


(c)                                  Every
Holder of Notes, by receiving and holding the same, agrees with the Issuer and
the Trustee that neither the Issuer nor the Trustee shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Section 6.13(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 6.13(b).


 


Section 6.14                                Tax
Matters. The Trustee will comply with all withholding, backup withholding
and information reporting requirements under the Code and the U.S. Treasury
Regulations promulgated thereunder (including, but not limited to, the
collection of Internal Revenue Service Forms W-8 and W-9 and the filing of
Internal Revenue Service Forms 1042, 1042S and 1099).


 


ARTICLE VII


 


SUCCESSOR TRUSTEES


 


Section 7.01                                Resignation
and Removal of Trustee. The Trustee may resign as to all or any of the
subclasses of the Notes at any time without cause by giving at least
90 days’ prior written notice to the Issuer, the Policy Provider, the
Initial Primary Liquidity Facility Provider the Administrative Agent, the Cash
Manager, the Servicer and the Holders, such resignation to be effective only
upon the acceptance of the appointment by a successor Trustee. Holders of a
majority of the Outstanding Principal Balance of any subclass of the Notes (or,
with respect to any subclass of Class G Notes, either the Policy Provider
or the Initial Primary Liquidity Facility Provider, as applicable, so long as it
is the Controlling Party) may at any time remove the Trustee as to such
subclass without cause by an instrument in writing delivered to the Issuer, the
Administrative Agent, the Cash Manager, the Servicer, the Security Trustee, the
Senior Trustee and the Trustee being removed, such removal to be effective only
upon the acceptance of the appointment by a successor Trustee. In addition, the
Issuer may remove the Trustee as to any of the subclasses of the Notes if:  (a) if this Indenture has been qualified
under the TIA, such Trustee fails to comply with Section 310 of the TIA
after written request therefor by the Issuer or a Holder of the related
subclass who has been a bona fide Holder for at least six months, (b) such
Trustee fails to comply with Section 7.02(c), (c) such Trustee is
adjudged a bankrupt or an insolvent, (d) a receiver or public officer
takes charge of such Trustee or its property or (e) such Trustee becomes
incapable of acting. References to the Trustee in this Indenture include any
successor Trustee as to all or any of the subclasses of the Notes appointed in
accordance with this Article VII.


 


Section 7.02                                Appointment
of Successor. (a)  In the case of the resignation or removal of
the Trustee as to any subclass of the Notes under Section 7.01, the Issuer
shall promptly appoint a successor Trustee as to such subclass; provided that a majority of the Outstanding Principal
Balance of such subclass of the Notes may appoint, within one year after such
resignation or removal, a successor Trustee as to such subclass which may be
other than the successor Trustee appointed by the Issuer, and such successor
Trustee appointed by the Issuer shall be superseded by the successor Trustee so
appointed by the Holders. If a successor Trustee as to any subclass of the
Notes shall not have been appointed and accepted its appointment hereunder
within 60 days after the Trustee gives notice of resignation as to such
subclass, the retiring Trustee, the Issuer, the Administrative Agent, the Cash
Manager, the Servicer, the Policy Provider, the Initial Primary Liquidity
Facility Provider or a majority of the Outstanding Principal Balance of such
subclass of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee as to such subclass. Any successor Trustee
so appointed by such court shall immediately and without further act be
superseded by any successor Trustee appointed as


 


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provided
in the first sentence of this paragraph within one year from the date of the
appointment by such court.


 


(b)                                 Any
successor Trustee as to any subclass of the Notes, however appointed, shall
execute and deliver to the Issuer, the Administrative Agent, the Cash Manager,
the Servicer and the predecessor Trustee as to such subclass an instrument
accepting such appointment (with a copy to the Rating Agencies), and thereupon
such successor Trustee, without further act, shall become vested with all the
estates, properties, rights, powers, duties and trusts of such predecessor
Trustee hereunder in the trusts hereunder applicable to it with like effect as
if originally named the Trustee as to such subclass herein; provided that, upon the written request of such successor
Trustee, such predecessor Trustee shall, upon payment of all amounts due and
owing to it, execute and deliver an instrument transferring to such successor
Trustee, upon the trusts herein expressed applicable to it, all the estates,
properties, rights, powers and trusts of such predecessor Trustee, and such
predecessor Trustee shall duly assign, transfer, deliver and pay over to such
successor Trustee all moneys or other property then held by such predecessor
Trustee hereunder solely for the benefit of such subclass of the Notes.


 


(c)                                  If
a successor Trustee is appointed with respect to one or more (but not all)
subclasses of the Notes, the Issuer, the predecessor Trustee and each successor
Trustee with respect to each subclass of Notes shall execute and deliver an
indenture supplemental hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the predecessor Trustee with respect to the subclasses of Notes
as to which the predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the Notes hereunder by more than one Trustee.


 


(d)                                 Each
Trustee shall be an Eligible Institution and shall meet the Eligibility
Requirements, if there be such an institution willing, able and legally
qualified to perform the duties of a Trustee hereunder; provided
that the Rating Agencies shall receive notice of any replacement Trustee.


 


(e)                                  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation to
which substantially all the business of the Trustee may be transferred, shall,
subject to the terms of paragraph (c) of this Section, be the Trustee
under this Indenture without further act.


 


ARTICLE VIII


 


INDEMNITY


 


Section 8.01                                Indemnity.
The Issuer shall indemnify the Trustee (and its officers, directors, employees
and agents) for, and hold it harmless against, any loss, liability or expense
Incurred by it without negligence or bad faith on its part in connection with
the acceptance or administration of this Indenture and its duties under this
Indenture, the Notes and the other Related Documents, including the costs and
expenses of defending itself against any claim or liability and of complying
with any process served upon it or any of its officers in connection with the
exercise or performance of any of its powers or duties and hold it harmless
against, any loss, liability or reasonable expense Incurred without negligence
or bad faith on its part, arising out of or in connection with actions taken or
omitted to be taken in reliance on any Officer’s Certificate furnished
hereunder, or the failure to furnish any such Officers’ Certificate required to
be furnished hereunder. The Trustee shall notify the Issuer, the Rating
Agencies, the Policy Provider and the Initial Primary Liquidity Facility
Provider promptly of any claim asserted against the Trustee for which it may
seek indemnity; provided, however,
that failure to provide such notice shall not


 


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invalidate
any right to indemnity hereunder. The Issuer shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Issuer shall pay reasonable fees and expenses of such counsel. The
Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably
withheld or delayed. The Issuer need not reimburse any expense or indemnity
against any loss or liability Incurred by the Trustee through negligence or bad
faith. The provisions of this Section 8.01 and Section 8.02 shall
survive the termination of this Indenture or the earlier resignation or removal
of the Trustee.


 


Section 8.02                                Holders’
Indemnity. The Trustee shall be entitled to be indemnified (except with
respect to losses, damages or obligations arising from the Trustee’s negligence
or bad faith) by the Holders of any subclass of the Notes before proceeding to
exercise any right or power under this Indenture or the Cash Management
Agreement at the request or direction of such Holders (the basis of any loss,
damage or obligation, if in respect of any third party liability, should be
supported by an Opinion of Counsel).


 


ARTICLE IX


 


MODIFICATION


 


Section 9.01                                Modification
with Consent of Holders, the Policy Provider, the Initial Primary Liquidity
Facility Provider. With the consent of Holders of a majority of the
Outstanding Principal Balance of the Notes on the date of any vote of such
Holders (voting as a single class) and the Policy Provider, the Initial Primary
Liquidity Facility Provider, the Issuer, when authorized by a Board Resolution
and after the receipt of a Rating Agency Confirmation, may amend or modify this
Indenture or the Notes; provided that,
any amendment may modify Sections 5.02(g) and (i) and 5.03 of this
Indenture without the consent of the Initial Primary Liquidity Facility
Provider unless such amendment is with respect to a provision which includes
the Initial Primary Liquidity Facility Provider’s right of consent or approval
thereunder; provided further that, without the
consent of the Policy Provider, each provider of an Eligible Credit Facility
and each Holder of any Notes, in each instance affected thereby, no such
amendment may, except as otherwise provided in Section 3.12, modify the
provisions of this Indenture or the Notes setting forth the frequency or the
currency of payment of, the maturity of, or the method of calculation of the
amount of, any interest, principal, or Redemption Price, Policy Redemption
Premium or Policy Premium, if any, payable in respect of any subclass of Notes,
or reduce the percentage of the aggregate Outstanding Principal Balance of any
subclass of Notes required to approve any amendment or waiver of this
Section 9.01 or, except as otherwise provided in Section 3.10, alter
the manner or priority of payment of such subclass of Notes (each, a “Basic
Terms Modification”).


 


It shall not be necessary for the consent of the
Holders and each provider of an Eligible Credit Facility under this
Section 9.01 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof; provided, however
that it shall be necessary for the Policy Provider, the Initial Primary
Liquidity Facility Provider to approve the particular form of any proposed
amendment or waiver. Any such modification approved by the required Holders of
any class or subclass of Notes will be binding on the Holders of the relevant
class or subclass of Notes and each party to this Indenture.


 


The Issuer shall give each Rating Agency, the Policy
Provider, the Initial Primary Liquidity Facility Provider, each provider of an
Eligible Credit Facility and any paying agent, prior notice of any amendment
under this Section 9.01, and, after an amendment under this
Section 9.01 becomes effective, the Issuer shall mail to the Holders, the
Policy Provider, the Initial Primary Liquidity Facility Provider, each provider
of an Eligible Credit Facility and the Rating Agencies a notice briefly describing
such


 


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amendment. Any failure of
the Issuer to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment.


 


After an amendment under this Section 9.01
becomes effective, it shall bind every Holder whether or not notation thereof
is made on any Note held by such Holder.


 


Section 9.02                                Modification
Without Consent of Holders, Providers of Eligible Credit Facilities and the
Policy Provider. Subject to Section 9.01, the Trustee may agree with
the Issuer, without the consent of any Holder or any provider of an Eligible
Credit Facility (but in the case of clauses (c) and (d) below, with
the consent of the Policy Provider and further, in the case of clause (c)
below, with the consent of the Initial Primary Liquidity Facility Provider),
(a) to any modification (other than a Basic Terms Modification) of, or the
waiver or authorization of any breach or prospective breach of, any provision
of any Related Document or of the relevant subclass of Notes to correct a
manifest error or an error which is of a formal, minor or technical nature,
(b) to modify the provisions of this Indenture or the Cash Management
Agreement relating to the timing of movement of Rental Payments or other monies
received or Expenses Incurred among the Accounts by the Cash Manager,
(c) to add or replace any Eligible Credit Facility, (d) to any
amendment, supplement or modification (other than a Basic Terms Modification)
of any Related Document necessary or advisable to facilitate the issuance of
Refinancing Notes and/or Additional Notes and related acquisition of Additional
Aircraft (subject to receipt of a Rating Agency Confirmation), including to
provide for credit support for such Refinancing Notes and/or Additional Notes
substantially similar to the Policy (which credit support may be provided by a
Person other than the Policy Provider) and to incorporate mechanics for
multiple “Policies” and, if applicable, multiple “Policy Providers”,
(e) in the case of any Related Document other than this Indenture, the
Notes or the Security Trust Agreement, as provided in Section 5.02(a) or
(f) to comply with the requirements of the Commission in connection with
the qualification of this Indenture under the TIA. The Rating Agencies and any
paying agent shall be given prior notice of any such modification, and such
modification shall be notified to the Holders as soon as practicable thereafter
and shall be binding on all the Holders.


 


Upon any such modification, the Issuer shall deliver
to the Holders, the Trustee, the Policy Provider and the Initial Primary
Liquidity Facility Provider a certificate of the Issuer certifying that such
modification will not adversely affect the Holders, the Policy Provider or the
Initial Primary Liquidity Facility Provider, except that the Issuer shall not
be required to make such certification to any such Person if such Person’s
prior consent is required to make such modification.


 


In addition, the Issuer may, without providing the
certificate mentioned in the preceding paragraph, and without the consent of
the Trustee, any Holder or any provider of an Eligible Credit Facility, the
Policy Provider, or the Initial Primary Liquidity Facility Provider or any
other party, cause the Notes to be admitted to the Official List of the Irish
Stock Exchange and to trading on its unregulated market.


 


Section 9.03                                Subordination
and Priority of Payments. The subordination provisions contained in
Section 3.09, Section 3.10 and Article X may not be amended or
modified without the consent of the Policy Provider (so long as any
Class G Notes remain outstanding or any Policy Provider Obligations remain
due and owing), each provider of an Eligible Credit Facility, each Holder of
the subclass of Notes affected thereby and each Holder of any subclass of Notes
ranking senior thereto. In no event shall the provisions set forth in
Section 3.09 relating to the priority of the Expenses, Senior Hedge
Payments and payments under all Eligible Credit Facilities be amended or
modified.


 


Section 9.04                                Execution
of Amendments by Trustee. In executing, or accepting the additional trusts
created by, any amendment or modification to this Indenture permitted by this
Article or the


 


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modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Trustee’s own rights, duties, immunities or indemnities under this Indenture or
otherwise.


 


ARTICLE X


 


SUBORDINATION


 


Section 10.01                          Subordination
of the Securities and Other Subordinated Obligations. (a)  (i)
The Issuer, each Holder (by its acceptance of its Note) and each other Secured
Party (by its acceptance of the benefits of the Security Trust Agreement) agree
that the Securities and the other Obligations shall be subject to the
provisions of this Article X and, in the case of the Secured Obligations,
to the provisions of Article VII of the Security Trust Agreement and
(ii) each Junior Claimant (and each Junior Representative of any thereof)
agrees for the benefit of each Senior Claimant (and the Controlling Party and
the Trustee acting therefor) that each Junior Claim shall be subordinated fully
in right of payment to each Senior Claim as provided in Section 3.09,
Section 3.10 (if applicable), this Article X and Article VII of
the Security Trust Agreement.


 


(b)                                 For
the purposes of this Agreement, no Senior Claims shall be deemed to have been
paid in full until and unless the Senior Claimant (or the Trustee therefor) of
such Senior Claims shall have received payment in full in cash of such Senior
Claims.


 


(c)                                  All
payments or distributions upon or with respect to any Obligations that are
received by any Junior Claimant (or any Junior Representative thereof) contrary
to the provisions of this Indenture or in excess of the amounts to which such
Junior Claimant is entitled under Section 3.09 shall be received for the
benefit of the Senior Claimant, shall be segregated from other funds and
property held by such Junior Claimant (or any Junior Representative thereof)
and shall be forthwith paid over to the Trustee in the same form as so received
(with any necessary endorsement) to be applied (in the case of cash) to or held
as collateral (in the case of non-cash property or securities) for the payment
or prepayment of the Senior Claims in accordance with the terms hereof.


 


(d)                                 Notwithstanding
anything contained herein to the contrary, payments (i) deposited in any
Cash Collateral Account or drawn under any Eligible Credit Facility (as
provided in Section 3.13 or Section 3.14), (ii) drawn under the
Policy or (iii) deposited in the Defeasance/Redemption Account (or, in the
case of a Refinancing, the Refinancing Account) in respect of a Redemption
under Section 3.11 or in respect of the defeasance of Notes pursuant to
Article XI shall not be subordinated to the prior payment of any Senior
Claimants in respect of any Senior Claims or subject to any other restrictions
set forth in this Article X and Article VII of the Security Trust
Agreement, and none of the Holders shall be obligated to pay over any payments
from any such property to the Security Trustee or any other creditor of any of
the Grantors (as defined in the Security Trust Agreement).


 


(e)                                  The
Senior Representative is hereby authorized to demand specific performance of
the provisions of this Article X at any time when any Junior Claimant (or
any Junior Representative thereof) shall have failed to comply with any of such
provisions applicable to them. The Junior Claimants (and each Junior
Representative thereof) hereby irrevocably waive any defense based on the
adequacy of a remedy at law that might be asserted as a bar to such remedy of
specific performance.


 


Section 10.02                          Rights
of Subrogation. The Junior Claimants (and each Junior Representative
thereof) agree that no payment or distributions to any Senior Claimant (or the
Trustee therefor) pursuant


 


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to
the provisions of this Indenture shall entitle any Junior Claimant (or any
Junior Representative thereof) to exercise any rights of subrogation in respect
thereof until all Obligations constituting Senior Claims with respect to such
Person shall have been paid in full.


 


Section 10.03                          Further
Assurances of Junior Representatives. Each of the Junior Representatives
shall, at the expense of the Issuer, at any time and from time to time promptly
execute and deliver all further instruments and documents, and take all further
action, that the Controlling Party may reasonably request, in order to
effectuate the provisions of this Article X.


 


Section 10.04                          Enforcement.
Each Junior Claimant (and the Junior Representative therefor) agrees that the
provisions of this Article X shall be enforceable against it under all
circumstances, including without limitation in any proceeding referred to in
Sections 4.01(e) and 4.01(f).


 


Section 10.05                          Continued
Effectiveness. The provisions of this Article X shall continue to be
effective or shall be revived or reinstated, as the case may be, if at any time
any payment of any of the Senior Claims is rescinded or must otherwise be
returned by any Senior Claimant upon the insolvency, bankruptcy or
reorganization of any Issuer Group Member, or otherwise, all as though such
payment had not been made.


 


Section 10.06                          Senior
Claims and Junior Claims Unimpaired. Nothing in this Article X shall
impair, as between the Issuer and any Senior Claimant or any Junior Claimant,
the obligations of the Issuer to such Person, including without limitation the Senior
Claims and the Junior Claims; provided that
it is understood that the enforcement of rights and remedies shall be subject
to the terms of this Indenture and the Security Trust Agreement.


 


ARTICLE XI


 


DISCHARGE OF INDENTURE;
DEFEASANCE


 


Section 11.01                          Discharge
of Liability on the Notes; Defeasance. (a)  When (i) the
Issuer delivers to the Trustee all Outstanding Notes (other than Notes that
have been lost, stolen or destroyed and that have been replaced pursuant to
Section 2.08) for cancellation or (ii) all Outstanding Notes have
become due and payable, whether at maturity or as a result of the mailing of a
notice of redemption pursuant to Section 3.11(c) and the Issuer
irrevocably deposits in the Defeasance/Redemption Account funds sufficient to
pay at maturity or upon redemption all Outstanding Notes, including interest
thereon to maturity or the Redemption Date (other than Notes replaced pursuant
to Section 2.08), and if in either case the Issuer pays all other sums
payable hereunder by the Issuer, then this Indenture shall, subject to
Section 11.01(c), cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel, at the
cost and expense of the Issuer, to the effect that any conditions precedent to
a discharge of this Indenture have been met.


 


(b)                                 Subject
to Sections 11.01(c) and 11.02, the Issuer at any time may terminate
(i) all its obligations under the Notes and this Indenture (“Legal
Defeasance” option) or (ii) its obligations under Sections 4.01
(other than with respect to a failure to comply with Sections 4.01(a),
4.01(b), 4.01(c), 4.01(e) (only with respect to the Issuer), 4.01(f) (only with
respect to the Issuer)), 5.02 and 5.03 (“Covenant Defeasance” option). The
Issuer may exercise its Legal Defeasance option notwithstanding its prior
exercise of its Covenant Defeasance option.


 


If the Issuer exercises its Legal Defeasance option,
payment of any Notes subject to such Legal Defeasance may not be accelerated
because of an Event of Default. If the Issuer exercises its Covenant


 


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Defeasance option,
payment of the Notes may not be accelerated because of an Event of Default
(other than with respect to a failure to comply with Sections 4.01(a),
4.01(b), 4.01(c), 4.01(e) (other than with respect to the Issuer), 4.01(f)
(other than with respect to the Issuer)) and 5.02(n).


 


Upon satisfaction of the conditions set forth herein
and upon request of the Issuer, the Trustee shall acknowledge in writing the
discharge of those obligations that the Issuer terminates.


 


(c)                                  Notwithstanding
clauses (a) and (b) above, the Issuer’s obligations in
Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 and 5.02(n),
Article VI, and Sections 8.01, 11.04, 11.05 and 11.06 shall survive
until all the Notes have been paid in full. Thereafter, the Issuer’s
obligations in Sections 8.01, 11.04 and 11.05 shall survive.


 


Section 11.02                          Conditions
to Defeasance. The Issuer may exercise its Legal Defeasance option or its
Covenant Defeasance option only if:


 


(a)                                  the
Issuer irrevocably deposits in trust in the Defeasance/Redemption Account any
one or any combination of (i) money, (ii) obligations of, and
supported by the full faith and credit of, the U.S. Government (“U.S.
Government Obligations”) or (iii) obligations of corporate issuers (“Corporate
Obligations”) (provided that
any such Corporate Obligations are rated AA+, or the equivalent, or higher, by
the Rating Agencies at such time and shall not have a maturity of longer than
three years from the date of defeasance) for the payment of all principal or
Redemption Price and interest (A) on the Notes or any class or subclass of
Notes being defeased, in the case of Legal Defeasance, or (B) on all of
the Notes in the case of Covenant Defeasance, in either case, to maturity or
redemption, as the case may be;


 


(b)                                 the
Issuer delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the deposited U.S.
Government Obligations or the Corporate Obligations plus any deposited money
without investment will provide cash at such times and in such amounts as will
be sufficient to pay principal and interest when due (i) on each class or
subclass of Notes being defeased, in the case of Legal Defeasance, or
(ii) on all of the Notes in the case of Covenant Defeasance, in either
case, to maturity or redemption, as the case may be;


 


(c)                                  91 days
pass after the deposit described in clause (a) above is made and during
the 91-day period no Event of Default specified in Section 4.01(e) or
(f) with respect to the Issuer occurs which is continuing at the end of
the period;


 


(d)                                 the
deposit described in clause (a) above does not constitute a default under
any other agreement binding on the Issuer;


 


(e)                                  the
Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust
resulting from the deposit described in clause (a) does not constitute, or
is qualified as, a regulated investment company under the Investment Company
Act of 1940, as amended;


 


(f)                                    in
the case of the Legal Defeasance option, the Issuer shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Issuer has received
from, or there has been published by, the U.S. Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has been a change
in the applicable federal income tax law, in either case to the effect that,
and based thereon such opinion of counsel shall confirm that the Holders will
not recognize income, gain or loss for U.S. federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;


 


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(g)                                 in
the case of the Covenant Defeasance option, the Issuer shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such Covenant Defeasance and will be subject to U.S. federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;


 


(h)                                 if
the related Notes are then listed on any securities exchange, the Issuer
delivers to the Trustee an Opinion of Counsel to the effect that such deposit,
defeasance and discharge will not cause such Notes to be delisted;


 


(i)                                     a
Rating Agency Confirmation and the prior written consent of each of the Policy
Provider and the Initial Primary Liquidity Facility Provider is obtained
relating to the defeasance contemplated by this Section 11.02;


 


(j)                                     all
amounts due and owing to the Policy Provider and the Initial Primary Liquidity
Facility Provider have been paid (or provided for under Section 11.02(a));
and


 


(k)                                  the
Issuer delivers to the Trustee an Opinion of Counsel and an Officer’s
Certificate that all conditions precedent to such defeasance have been
satisfied.


 


Section 11.03                          Application
of Trust Money. The Trustee shall hold in trust in the
Defeasance/Redemption Account money, U.S. Government Obligations or Corporate
Obligations deposited with it pursuant to this Article XI. It shall apply
the deposited money and the money from U.S. Government Obligations or Corporate
Obligations in accordance with this Indenture to the payment of principal,
premium, if any, and interest on the class or subclass of Notes.


 


Section 11.04                          Repayment
to Issuer. The Trustee shall promptly turn over to the Issuer upon written
request any excess money or securities held by it at any time after application
of the appropriate defeasance option.


 


Subject to any applicable abandoned property law, the
Trustee shall pay to the Issuer upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years and,
thereafter, Holders entitled to the money must look to the Issuer for payment
as general creditors.


 


Section 11.05                          Indemnity
for Government Obligations and Corporate Obligations. The Issuer shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against deposited U.S. Government Obligations or Corporate
Obligations, or the principal and interest received on such U.S. Government
Obligations or Corporate Obligations.


 


Section 11.06                          Reinstatement.
If the Trustee is unable to apply any money or U.S. Government Obligations or
Corporate Obligations in accordance with this Article XI by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application or otherwise, the Issuer’s obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred
pursuant to this Article XI until such time as the Trustee is permitted to
apply all such money, U.S. Government Obligations or Corporate Obligations in
accordance with this Article XI; provided, however, that, if the Issuer has made any payment of
interest on or principal of any Notes because of the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money, U.S. Government Obligations
or Corporate Obligations held by the Trustee.


 


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ARTICLE XII


 


MISCELLANEOUS


 


Section 12.01                          Right
of Trustee to Perform. If the Issuer for any reason fails to observe or
punctually to perform any of its obligations to the Trustee, whether under this
Indenture or any of the other Related Documents or otherwise, the Trustee shall
have power (but shall have no obligation), on behalf of or in the name of the
Issuer or otherwise, to perform such obligations and to take any steps which
the Trustee may, in its absolute discretion, consider appropriate with a view
to remedying, or mitigating the consequences of, such failure by the Issuer; provided that no exercise or failure to exercise this power
by the Trustee shall in any way prejudice the Trustee’s other rights under this
Indenture or any of the other Related Documents.


 


Section 12.02                          Waiver.
Any waiver by any party of any provision of this Indenture or any right, remedy
or option hereunder shall only prevent and estop such party from thereafter
enforcing such provision, right, remedy or option if such waiver is given in
writing and only as to the specific instance and for the specific purpose for
which such waiver was given. The failure or refusal of any party hereto to
insist in any one or more instances, or in a course of dealing, upon the strict
performance of any of the terms or provisions of this Indenture by any party
hereto or the partial exercise of any right, remedy or option hereunder shall
not be construed as a waiver or relinquishment of any such term or provision,
but the same shall continue in full force and effect. No failure on the part of
the Trustee to exercise, and no delay on its part in exercising, any right or
remedy under this Indenture will operate as a waiver thereof, nor will any single
or partial exercise of any right or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy. The rights and
remedies provided in this Indenture are cumulative and not exclusive of any
rights or remedies provided by law. The Trustee shall notify the Paying Agent
promptly of any waiver by any party of any provision of this Indenture pursuant
to this Section 12.02.


 


Section 12.03                          Severability.
In the event that any provision of this Indenture or the application thereof to
any party hereto or to any circumstance or in any jurisdiction governing this
Indenture shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation or rule of law, then such provision shall be
deemed inoperative to the extent that it is invalid or unenforceable and the
remainder of this Indenture, and the application of any such invalid or
unenforceable provision to the parties, jurisdictions or circumstances other
than to whom or to which it is held invalid or unenforceable, shall not be
affected thereby nor shall the same affect the validity or enforceability of
this Indenture. The parties hereto further agree that the holding by any court
of competent jurisdiction that any remedy pursued by the Trustee hereunder is
unavailable or unenforceable shall not affect in any way the ability of the
Trustee to pursue any other remedy available to it.


 


Section 12.04                          Restrictions
on Exercise of Certain Rights; Limited Recourse. (a)  Each of the
parties hereto (other than the Trustee and, during the continuance of a payment
Default with respect to the Senior Class, the Senior Trustee, in its capacity
as trustee of such class) hereby agrees with the Trustee that, except as
otherwise provided in Section 4.04, it shall not sue for recovery or take
any other steps for the purpose of recovering any of the obligations hereunder
or any other debts or liabilities whatsoever owing to it by the Issuer or any
Issuer Subsidiary. Each of the parties hereto (other than the Trustee) hereby
agrees with the Trustee that it shall not take any steps for the purpose of
procuring the appointment of an administrative receiver, examiner, receiver or
similar officer or the making of an administration order or for instituting any
bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation,
composition, examination or any like proceedings under the laws of Jersey or
any other jurisdiction in respect of either the Issuer or any Issuer Subsidiary
or in respect of any of their respective liabilities.


 


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(b)                                 Each
of the parties hereto hereby agrees that all amounts payable by the Issuer or
any Issuer Subsidiary in respect of the obligations hereunder shall be
recoverable only from and to the extent of:


 


(i)                                     amounts
on deposit in the Accounts;


 


(ii)                                  any
other assets of the Issuer and the Issuer Subsidiaries and any proceeds
thereof; and


 


(iii)                               in
the case of any payments by way of indemnity to be made by the Issuer pursuant
to any Related Document, to any liability insurance proceeds payable in respect
of such indemnity obligation on the part of the Issuer; provided
that recourse by any such party shall be made first to the relevant insurance
in relation thereto, and provided further
that any such liability insurance proceeds shall be held in trust for the
Person entitled to the relevant indemnity by the recipient thereof,


 


and in consequence the Trustee agrees (A) that it
shall look solely to the foregoing property for payment of all amounts payable
by the Issuer or any Issuer Subsidiary in respect of the obligations hereunder
and that none of the Issuer nor any Issuer Subsidiary shall be otherwise
personally liable therefor and (B) that it shall not petition for the
bankruptcy, insolvency, winding up, liquidation, reorganization, amalgamation
or dissolution of the Issuer or any Issuer Subsidiary; provided
that if any such proceeding is commenced by any other Person, the Trustee shall
be entitled to join, claim or prove in such proceeding; provided,
however, that the foregoing provisions
of this Section 12.04(b) shall not:


 


(1)                                  limit
or restrict in any way the accrual of interest on any unpaid amount (although
the limitations as to the personal liability of the Issuer and each Issuer
Subsidiary shall apply to such interest on such unpaid amount); or


 


(2)                                  limit
or restrict in any way the personal liability of the Issuer or any Issuer
Subsidiary for the discharge or its nonmonetary obligations in relation to its
covenants, undertakings, representations and warranties (or any monetary
obligations arising from any breach thereof) under any Related Document.


 


Section 12.05                          Notices.
All notices, demands, certificates, requests, directions, instructions and
communications hereunder (“Notices”) shall be in writing and shall be
effective (a) upon receipt when sent through the mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or
(b) one Business Day after delivery to an overnight courier, or
(c) on the date personally delivered to an authorized officer of the party
to which sent, or (d) on the date transmitted by legible telecopier
transmission with a confirmation of receipt, in all cases addressed to the
recipient as follows:


 


if to the Issuer, to:


 


Aircraft Lease Securitisation Limited


22 Grenville Street


St. Helier


Jersey JE4 8PX


Channel Islands


Attention: 
Mourant & Co. Secretaries Limited


      – Company
Secretary


Fax:  +44 1534
609 333


 


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with a copy to:


 


AerCap Administrative Services Limited

AerCap House

Shannon, County Clare

Ireland

Attention:  Company Secretary

Fax:  +353 61 723850


 


if to Deutsche
Bank Trust Company Americas, the Trustee, the Operating Bank, the Security
Trustee, the Cash Manager, the Reference Agent, the Registrar or the Paying
Agent, to:


 


Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York  10005

Attention:  Trust and Security Services/

      Structured Finance Services

Fax:  +1-212-553-2461


 


with a copy to:


 


Deutsche Bank International Limited

Global Transaction Banking

Trust & Securities Services

Floor 4

St. Paul’s Gate

New Street

Jersey, Channel Islands

Attention:  Mark Rumbold

Fax:  +44 1534 889884


 


if to the Policy Provider, to:


 


MBIA Insurance Corporation

113 King Street

Armonk, New York  10504

Attention:  Insured Portfolio Management,


      Structured Finance

Fax:  +1-914-765-3163


 


if to the Initial Primary Liquidity Facility Provider,
to:


 


Calyon

9, quai du Président Paul Doumer

92920 Paris la Défense Cedex

France

Attention:  Isaac Maria-Martin

Fax:  +33 157 87 17 58


 


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for so long as Deutsche Bank Trust Company Americas
shall act as Depositary pursuant to the Deposit Agreement, if to any Holder of
a Global Note, to:


 


Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attention:  Trust and Security Services/

Structured Finance Services

Fax:  +1-212-553-2461


 


if to any Holder
of a Definitive Note, to such Holder at its address set forth in the Register
as of the applicable Record Date;


 


for so long as the
Notes are admitted to the Official List of the Irish Stock Exchange and to
trading on its unregulated market, if to the Listing Agent or the Irish Paying
Agent, to:


 


in the case of the Listing Agent:


 


McCann FitzGerald Listing Services Limited

Riverside One

Sir John Rogerson’s Quay

Dublin 2


Ireland

Attention:  Tony Spratt

Fax:  + 353 1 829 0010


 


and


 


in the case of the Irish Paying Agent:


 


Custom House Administration and Corporate Services
Limited

25 Eden Quay

Dublin 1

Ireland

Attention:  Evelyn Meenaghan

Fax:  + 353 1 878 0827


 


A copy of each notice given hereunder to any party
hereto shall also be given to each of the other parties hereto. Each party
hereto may, by notice given in accordance herewith to each of the other parties
hereto, designate any further or different address to which subsequent Notices
shall be sent.


 


Section 12.06                          Assignments;
Third Party Beneficiary. This Indenture shall be a continuing obligation of
the Issuer and shall (a) be binding upon the Issuer and its successors and
assigns and (b) inure to the benefit of and be enforceable by the Trustee,
and by its successors, transferees and assigns. The Issuer may not assign any
of its obligations under this Indenture, or other than as provided in
Section 5.04 delegate any of its duties hereunder. Each Hedge Provider and
each provider of an Eligible Credit Facility shall be a third party beneficiary
of Sections 3.09, 9.01 and 9.03, as applicable.


 


Section 12.07                          Currency
Conversion. (a)  If any amount is received or recovered by the
Cash Manager or the Trustee in respect of this Indenture or any part thereof
(whether as a result of the enforcement of the security created under the
Security Trust Agreement or pursuant to this Indenture or


 


122

















 


any
judgment or order of any court or in the liquidation or dissolution of the
Issuer or by way of damages for any breach of any obligation to make any
payment under or in respect of the Issuer’s obligations hereunder or any part
thereof or otherwise) in a currency (the “Received Currency”) other than
the currency in which such amount was expressed to be payable (the “Agreed
Currency”), then the amount in the Received Currency actually received or
recovered by the Trustee or the Cash Manager shall, to the fullest extent
permitted by Applicable Law, only constitute a discharge to the Issuer to the
extent of the amount of the Agreed Currency which the Cash Manager or the
Trustee was or would have been able in accordance with its normal procedures to
purchase on the date of actual receipt or recovery (or, if that is not
practicable, on the next date on which it is so practicable), and, if the
amount of the Agreed Currency which the Cash Manager or Trustee is or would
have been so able to purchase is less than the amount of the Agreed Currency
which was originally payable by the Issuer, the Issuer shall pay to the Cash
Manager such amount as the Cash Manager shall determine to be necessary to
indemnify the Trustee and the Cash Manager against any loss sustained by it as
a result (including the cost of making any such purchase and any premiums,
commissions or other charges paid or Incurred in connection therewith) and so
that such indemnity, to the fullest extent permitted by Applicable Law,
(i) shall constitute a separate and independent obligation of the Issuer
distinct from its obligation to discharge the amount which was originally payable
by the Issuer and (ii) shall give rise to a separate and independent cause
of action and apply irrespective of any indulgence granted by the Cash Manager
or the Trustee and continue in full force and effect notwithstanding any
judgment, order, claim or proof for a liquidated amount in respect of the
amount originally payable by the Issuer or any judgment or order and no proof
or evidence of any actual loss shall be required.


 


(b)                                 For
the purpose of or pending the discharge of any of the moneys and liabilities
hereby secured the Cash Manager may, or cause the Operating Bank to, convert
any moneys received, recovered or realized by the Cash Manager under this
Indenture (including the proceeds of any previous conversion under this
Section 12.07) or any funds currently maintained in any account hereunder
from their existing currency of denomination into the currency of denomination
(if different) of such moneys and liabilities and any conversion from one
currency to another for the purposes of any of the foregoing shall be made at
the Trustee’s then prevailing spot selling rate at its office by which such
conversion is made. If not otherwise required to be applied in the Received
Currency, the Cash Manager, acting on behalf of the Security Trustee, shall promptly
convert any moneys in such Received Currency other than U.S. dollars into U.S.
dollars. Each previous reference in this Section 12.07 to a currency
extends to funds of that currency and funds of one currency may be converted
into different funds of the same currency. The cost and expense of any such
conversion shall be added to and reflected in the rate obtained for conversion
and in no event shall the Cash Manager or any of its affiliates be liable in
respect of the exchange rate obtained for any such conversion or any related
cost or expense.


 


Section 12.08                          Application
to Court. The Senior Trustee may at any time after the service of a Default
Notice apply to any court of competent jurisdiction for an order that the terms
of this Indenture be carried into execution under the direction of such court
and for the appointment of a Receiver of the Collateral or any part thereof and
for any other order in relation to the administration of this Indenture as the
Senior Trustee shall deem fit and it may assent to or approve any application
to any court of competent jurisdiction made at the instigation of any of the
Holders or the Policy Provider and shall be indemnified by the Issuer against
all costs, charges and expenses Incurred by it in relation to any such
application or proceedings.


 


Section 12.09                          Governing
Law. THIS INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


123

















 


Section 12.10                          Jurisdiction.
(a)  Each of the parties hereto agrees that the United States federal
and New York state courts located in the borough of Manhattan in the city of
New York shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in connection
with this Indenture and, for such purposes, submits to the jurisdiction of such
courts. Each of the parties hereto waives any objection which it might now or
hereafter have to the United States federal or New York state courts located in
the city of New York being nominated as the forum to hear and determine any
suit, action or proceeding, and to settle any disputes, which may arise out of
or in connection with this Indenture and agrees not to claim that any such
court is not a convenient or appropriate forum. Each of the parties hereto
(except for the Cash Manager, Operating Bank, Trustee and Policy Provider)
agrees that the process by which any suit, action or proceeding is begun may be
served on it by being delivered in connection with any suit, action or
proceeding in the city of New York to Corporation Service Company, with an
office on the date hereof at 1133 Avenue of the Americas, Suite 3100,
New York, New York 10036, and each of the parties hereby appoints Corporation
Service Company its designee, appointee and agent to receive, accept and
acknowledge for and on its behalf such service of legal process, with the
exception of the Trustee, who hereby consents to receive any such service of
process directly at the address set forth in Section 12.05 herein.


 


(b)                                 The
submission to the jurisdiction of the courts referred to in
Section 12.10(a) shall not (and shall not be construed so as to) limit the
right of the Trustee to take proceedings against the Issuer in any other court
of competent jurisdiction nor shall the taking of proceedings in any one or
more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.


 


(c)                                  Each
of the parties hereto hereby consents generally in respect of any legal action
or proceeding arising out of or in connection with this Indenture to the giving
of any relief or the issue of any process in connection with such action or
proceeding, including the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such action or proceeding.


 


Section 12.11                          Counterparts.
This Indenture may be executed in two or more counterparts by the parties
hereto, and each such counterpart shall be considered an original and all such
counterparts shall constitute one and the same instrument.


 


Section 12.12                          Table
of Contents, Headings, Etc. The Table of Contents and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms and provisions hereof.


 


Section 12.13                          Compliance
with Applicable Anti-Terrorism and Anti-Money Laundering Regulations. In order to comply with laws, rules, regulations
and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities
and money laundering (“Applicable Regulations”), the Trustee is required
to obtain, verify and record certain information relating to individuals and
entities which maintain a business relationship with it. Accordingly, each of
the parties agrees to provide to the Trustee upon its request from time to time
such identifying information and documentation as may be available for such
party in order to enable the Trustee to comply with Applicable Regulations.


 


124

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, all as of the date first written above.


 


	
   

  	
  AIRCRAFT LEASE SECURITISATION

  
	
   

  	
  LIMITED, as the Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS, as the Cash Manager, Operating

  
	
   

  	
  Bank and Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON,

  
	
   

  	
  as the Initial Primary Liquidity Facility Provider

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  MBIA INSURANCE CORPORATION,

  
	
   

  	
  as the Policy Provider

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE 1A


 


INITIAL AIRCRAFT


 


	
  MSN

  	
   

  	
  Type of Aircraft

  	
   

  	
  Aircraft Owner

  
	
  016

  	
   

  	
  Airbus A340-300

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 16 Limited

  
	
  030

  	
   

  	
  Airbus A330-300

  	
   

  	
  ALS Irish Aircraft Leasing
  MSN 30 Limited

  
	
  037

  	
   

  	
  Airbus A330-300

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 37 Limited

  
	
  045

  	
   

  	
  Airbus A330-300

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 45 Limited

  
	
  215

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 215 Limited

  
	
  226

  	
   

  	
  Airbus A330-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 226 Limited

  
	
  244

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 244 Limited

  
	
  258

  	
   

  	
  Airbus A330-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 258 Limited

  
	
  270

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 270 Limited

  
	
  326

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 326 Limited

  
	
  344

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 344 Limited

  
	
  361

  	
   

  	
  Airbus A320-200

  	
   

  	
  Aircraft MSN 361 Trust

  
	
  376

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 376 Limited

  
	
  386

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft Leasing
  MSN 386 Limited

  
	
  400

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 400 Limited

  
	
  478

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 478 Limited

  
	
  628

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 628 Limited

  
	
  755

  	
   

  	
  Airbus A300C4-600R

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 755 Limited

  
	
  758

  	
   

  	
  Airbus A300C4-600R

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 758 Limited

  
	
  839

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 839 Limited

  
	
  892

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 892 Limited

  
	
  963

  	
   

  	
  Airbus A321-100

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 963 Limited

  
	
  1008

  	
   

  	
  Airbus A321-100

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1008 Limited

  
	
  1042

  	
   

  	
  Airbus A321-100

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1042 Limited

  
	
  1153

  	
   

  	
  Airbus A321-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1153 Limited

  
	
  1204

  	
   

  	
  Airbus A321-100

  	
   

  	
  Aircraft MSN 1204 Trust

  
	
  1227

  	
   

  	
  Airbus A321-100

  	
   

  	
  Aircraft MSN 1227 Trust

  
	
  1635

  	
   

  	
  Airbus A320-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1635 Limited

  
	
  1636

  	
   

  	
  Airbus A321-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1636 Limited

  
	
  1668

  	
   

  	
  Airbus A319-100

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1668 Limited

  
	
  1690

  	
   

  	
  Airbus A321-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1690 Limited

  
	
  1718

  	
   

  	
  Airbus A319-100

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1718 Limited

  
	
  1726

  	
   

  	
  Airbus A321-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1726 Limited

  
	
  1748

  	
   

  	
  Airbus A321-200

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 1748 Limited

  
	
  24826

  	
   

  	
  Boeing 737-500

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 24826 Limited

  
	
  24827

  	
   

  	
  Boeing 737-500

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 24827 Limited

  
	
  25039

  	
   

  	
  Boeing 737-300

  	
   

  	
  Aircraft MSN 25039
  Trust

  
	
  27306

  	
   

  	
  Boeing 737-400

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 27306 Limited

  
	
  27383

  	
   

  	
  Boeing 737-400

  	
   

  	
  ALS Irish Aircraft
  Leasing MSN 27383 Limited

  
	
  28701

  	
   

  	
  Boeing 737-400

  	
   

  	
  ALS Dutch Aircraft
  Leasing MSN 28701 B.V.

  
	
  28703

  	
   

  	
  Boeing 737-400

  	
   

  	
  ALS Dutch Aircraft
  Leasing MSN 28703 B.V.

  
	
  28704

  	
   

  	
  Boeing 737-400

  	
   

  	
  ALS Dutch Aircraft
  Leasing MSN 28704 B.V.

  



 


1-1

















 


SCHEDULE 1B


 


NEW AIRCRAFT


 


	
  MSN

  	
   

  	
  Type of Aircraft

  	
   

  	
  Aircraft Owner

  
	
  1459

  	
   

  	
  Airbus A320-200

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 1459 Limited

  
	
  1612

  	
   

  	
  Airbus A319-100

  	
   

  	
  Aircraft MSN 1612 Trust

  
	
  2747

  	
   

  	
  Airbus A320-200

  	
   

  	
  Chameli Aircraft
  Leasing Limited

  
	
  2753

  	
   

  	
  Airbus A320-200

  	
   

  	
  Fifi Aircraft Leasing
  Limited

  
	
  2981

  	
   

  	
  Airbus A319-100

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 2981 Limited

  
	
  3049

  	
   

  	
  Airbus A319-100

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 3049 Limited

  
	
  25113

  	
   

  	
  Boeing 737-400

  	
   

  	
  Aircraft MSN 25113
  Trust

  
	
  25114

  	
   

  	
  Boeing 737-400

  	
   

  	
  Aircraft MSN 25114
  Trust

  
	
  27135

  	
   

  	
  Boeing 767-300ER

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 27135 Limited

  
	
  28222

  	
   

  	
  Boeing 737-700

  	
   

  	
  Eden Irish Aircraft Leasing
  MSN 28222 Limited

  
	
  28230

  	
   

  	
  Boeing 737-800

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 28230 Limited

  
	
  28232

  	
   

  	
  Boeing 737-800

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 28232 Limited

  
	
  28825

  	
   

  	
  Boeing 737-800

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 28825 Limited

  
	
  30757

  	
   

  	
  Boeing 757-200

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 30757 Limited

  
	
  30758

  	
   

  	
  Boeing 757-200

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 30758 Limited

  
	
  30876

  	
   

  	
  Boeing 737-800

  	
   

  	
  Eden Irish Aircraft
  Leasing MSN 30876 Limited

  



 


1-2

















 


SCHEDULE 2


 


ISSUER
SUBSIDIARIES


 


	
  Entity

  	
   

  	
  Jurisdiction of Incorporation

  
	
  Aircraft MSN 1204 Trust

  	
   

  	
  Utah, United States

  
	
  Aircraft MSN 1227 Trust

  	
   

  	
  Utah, United States

  
	
  Aircraft MSN 1612 Trust

  	
   

  	
  Utah, United States

  
	
  Aircraft MSN 25039
  Trust

  	
   

  	
  Utah, United States

  
	
  Aircraft MSN 25113
  Trust

  	
   

  	
  Utah, United States

  
	
  Aircraft MSN 25114
  Trust

  	
   

  	
  Utah, United States

  
	
  Aircraft MSN 361 Trust

  	
   

  	
  Utah, United States

  
	
  ALS Bermuda Leasing
  Limited

  	
   

  	
  Bermuda

  
	
  ALS Dutch Aircraft
  Leasing B.V.

  	
   

  	
  The Netherlands

  
	
  ALS Dutch Aircraft
  Leasing MSN 28701 B.V.

  	
   

  	
  The Netherlands

  
	
  ALS Dutch Aircraft
  Leasing MSN 28703 B.V.

  	
   

  	
  The Netherlands

  
	
  ALS Dutch Aircraft
  Leasing MSN 28704 B.V.

  	
   

  	
  The Netherlands

  
	
  ALS Dutch Caribbean
  Aircraft Leasing N.V.

  	
   

  	
  Aruba

  
	
  ALS Irish Aircraft
  Leasing MSN 1008 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1042 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1153 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1204 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1227 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 16 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1635 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1636 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1668 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1690 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1718 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1726 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 1748 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 215 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 226 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 244 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 24826 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 24827 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 25039 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 258 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 270 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 27306 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 27383 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 30 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 326 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 344 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 361 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 37 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 376 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 386 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 400 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 45 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 478 Limited

  	
   

  	
  Ireland

  



 


2-1

















 


	
  Entity

  	
   

  	
  Jurisdiction of Incorporation

  
	
  ALS Irish Aircraft
  Leasing MSN 628 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 755 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 758 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 839 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 892 Limited

  	
   

  	
  Ireland

  
	
  ALS Irish Aircraft
  Leasing MSN 963 Limited

  	
   

  	
  Ireland

  
	
  ALS Malaysia Leasing
  Limited

  	
   

  	
  Labuan, Malaysia

  
	
  ALS USA Leasing Inc.

  	
   

  	
  Delaware, United States

  
	
  Eden Aircraft Holding
  No. 1 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 1459 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 1612 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 25113 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 25114 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 27135 Limited

  	
   

  	
  Ireland

  
	
  Chameli Aircraft
  Leasing Limited

  	
   

  	
  Ireland

  
	
  Fifi Aircraft Leasing
  Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 28222 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 28230 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 28232 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 28825 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 2981 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 3049 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 30757 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 30758 Limited

  	
   

  	
  Ireland

  
	
  Eden Irish Aircraft
  Leasing MSN 30876 Limited

  	
   

  	
  Ireland

  
	
  Marco Aircraft Leasing
  Limited

  	
   

  	
  Ireland

  



 


2-2

















 


SCHEDULE 3


 


EXPECTED TARGET
PRINCIPAL BALANCE


 




	
  Payment Date

  Occurring in

  	
   

  	
  Expected Target

  Principal Balance $

  
	
  Closing

  	
   

  	
  1,660,000,000

  
	
  Jun-2007

  	
   

  	
  1,656,938,370

  
	
  Jul-2007

  	
   

  	
  1,653,857,083

  
	
  Aug-2007

  	
   

  	
  1,650,756,072

  
	
  Sep-2007

  	
   

  	
  1,647,635,269

  
	
  Oct-2007

  	
   

  	
  1,644,494,605

  
	
  Nov-2007

  	
   

  	
  1,641,334,012

  
	
  Dec-2007

  	
   

  	
  1,638,153,421

  
	
  Jan-2008

  	
   

  	
  1,634,952,763

  
	
  Feb-2008

  	
   

  	
  1,631,731,968

  
	
  Mar-2008

  	
   

  	
  1,628,490,968

  
	
  Apr-2008

  	
   

  	
  1,625,229,693

  
	
  May-2008

  	
   

  	
  1,621,948,072

  
	
  Jun-2008

  	
   

  	
  1,618,646,037

  
	
  Jul-2008

  	
   

  	
  1,615,323,517

  
	
  Aug-2008

  	
   

  	
  1,611,980,441

  
	
  Sep-2008

  	
   

  	
  1,608,616,739

  
	
  Oct-2008

  	
   

  	
  1,605,232,341

  
	
  Nov-2008

  	
   

  	
  1,601,827,174

  
	
  Dec-2008

  	
   

  	
  1,598,401,169

  
	
  Jan-2009

  	
   

  	
  1,594,954,253

  
	
  Feb-2009

  	
   

  	
  1,591,486,354

  
	
  Mar-2009

  	
   

  	
  1,587,997,402

  
	
  Apr-2009

  	
   

  	
  1,584,487,325

  
	
  May-2009

  	
   

  	
  1,580,956,049

  
	
  Jun-2009

  	
   

  	
  1,575,808,966

  
	
  Jul-2009

  	
   

  	
  1,570,631,856

  
	
  Aug-2009

  	
   

  	
  1,565,424,662

  
	
  Sep-2009

  	
   

  	
  1,560,187,326

  
	
  Oct-2009

  	
   

  	
  1,554,919,795

  
	
  Nov-2009

  	
   

  	
  1,549,622,014

  
	
  Dec-2009

  	
   

  	
  1,544,293,930

  
	
  Jan-2010

  	
   

  	
  1,538,935,494

  
	
  Feb-2010

  	
   

  	
  1,533,546,655

  
	
  Mar-2010

  	
   

  	
  1,528,127,366

  
	
  Apr-2010

  	
   

  	
  1,522,677,580

  
	
  May-2010

  	
   

  	
  1,517,197,252

  
	
  Jun-2010

  	
   

  	
  1,511,686,338

  
	
  Jul-2010

  	
   

  	
  1,506,144,797

  
	
  Aug-2010

  	
   

  	
  1,500,572,589

  
	
  Sep-2010

  	
   

  	
  1,494,969,675

  
	
  Oct-2010

  	
   

  	
  1,489,336,018

  
	
  Nov-2010

  	
   

  	
  1,483,671,584

  
	
  Dec-2010

  	
   

  	
  1,477,976,340

  
	
  Jan-2011

  	
   

  	
  1,472,250,254

  
	
  Feb-2011

  	
   

  	
  1,466,493,297

  
	
  Mar-2011

  	
   

  	
  1,460,705,441

  
	
  Apr-2011

  	
   

  	
  1,454,886,661

  
	
  May-2011

  	
   

  	
  1,449,036,934

  
	
  Jun-2011

  	
   

  	
  1,443,156,239

  
	
  Jul-2011

  	
   

  	
  1,437,244,556

  
	
  Aug-2011

  	
   

  	
  1,431,301,868

  
	
  Sep-2011

  	
   

  	
  1,425,328,161

  
	
  Oct-2011

  	
   

  	
  1,419,323,422

  
	
  Nov-2011

  	
   

  	
  1,413,287,640

  
	
  Dec-2011

  	
   

  	
  1,407,220,809

  
	
  Jan-2012

  	
   

  	
  1,401,122,922

  
	
  Feb-2012

  	
   

  	
  1,394,993,977

  
	
  Mar-2012

  	
   

  	
  1,388,833,974

  
	
  Apr-2012

  	
   

  	
  1,382,642,914

  
	
  May-2012

  	
   

  	
  1,376,420,802

  
	
  Jun-2012

  	
   

  	
  1,370,167,646

  
	
  Jul-2012

  	
   

  	
  1,363,883,457

  
	
  Aug-2012

  	
   

  	
  1,357,568,247

  
	
  Sep-2012

  	
   

  	
  1,351,222,032

  
	
  Oct-2012

  	
   

  	
  1,344,844,831

  
	
  Nov-2012

  	
   

  	
  1,338,436,666

  
	
  Dec-2012

  	
   

  	
  1,331,997,562

  
	
  Jan-2013

  	
   

  	
  1,325,527,547

  
	
  Feb-2013

  	
   

  	
  1,319,026,653

  
	
  Mar-2013

  	
   

  	
  1,312,494,913

  
	
  Apr-2013

  	
   

  	
  1,305,932,365

  
	
  May-2013

  	
   

  	
  1,299,339,051

  
	
  Jun-2013

  	
   

  	
  1,292,715,015

  
	
  Jul-2013

  	
   

  	
  1,286,060,305

  
	
  Aug-2013

  	
   

  	
  1,279,374,973

  
	
  Sep-2013

  	
   

  	
  1,272,659,074

  
	
  Oct-2013

  	
   

  	
  1,265,912,667

  
	
  Nov-2013

  	
   

  	
  1,259,135,815

  
	
  Dec-2013

  	
   

  	
  1,252,328,586

  
	
  Jan-2014

  	
   

  	
  1,245,491,048

  
	
  Feb-2014

  	
   

  	
  1,238,623,278

  
	
  Mar-2014

  	
   

  	
  1,231,725,354

  
	
  Apr-2014

  	
   

  	
  1,224,797,359

  
	
  May-2014

  	
   

  	
  1,217,839,381

  
	
  Jun-2014

  	
   

  	
  1,201,774,196

  
	
  Jul-2014

  	
   

  	
  1,195,042,034

  
	
  Aug-2014

  	
   

  	
  1,188,280,402

  
	
  Sep-2014

  	
   

  	
  1,181,489,387

  
	
  Oct-2014

  	
   

  	
  1,174,669,081

  
	
  Nov-2014

  	
   

  	
  1,167,819,578

  
	
  Dec-2014

  	
   

  	
  1,160,940,981

  
	
  Jan-2015

  	
   

  	
  1,154,033,393

  
	
  Feb-2015

  	
   

  	
  1,147,096,925

  
	
  Mar-2015

  	
   

  	
  1,140,131,690

  
	
  Apr-2015

  	
   

  	
  1,133,137,809

  






 


3-1

















 




	
  Payment Date

  Occurring in

  	
   

  	
  Expected Target

  Principal Balance $

  
	
  May-2015

  	
   

  	
  1,126,115,406

  
	
  Jun-2015

  	
   

  	
  1,119,064,609

  
	
  Jul-2015

  	
   

  	
  1,111,985,553

  
	
  Aug-2015

  	
   

  	
  1,104,878,379

  
	
  Sep-2015

  	
   

  	
  1,097,743,231

  
	
  Oct-2015

  	
   

  	
  1,090,580,259

  
	
  Nov-2015

  	
   

  	
  1,083,389,620

  
	
  Dec-2015

  	
   

  	
  1,076,171,476

  
	
  Jan-2016

  	
   

  	
  1,068,925,994

  
	
  Feb-2016

  	
   

  	
  1,061,653,348

  
	
  Mar-2016

  	
   

  	
  1,051,527,197

  
	
  Apr-2016

  	
   

  	
  1,044,271,418

  
	
  May-2016

  	
   

  	
  1,028,828,240

  
	
  Jun-2016

  	
   

  	
  1,010,951,803

  
	
  Jul-2016

  	
   

  	
  1,003,913,414

  
	
  Aug-2016

  	
   

  	
  996,849,267

  
	
  Sep-2016

  	
   

  	
  989,759,553

  
	
  Oct-2016

  	
   

  	
  977,334,761

  
	
  Nov-2016

  	
   

  	
  970,269,546

  
	
  Dec-2016

  	
   

  	
  955,459,758

  
	
  Jan-2017

  	
   

  	
  948,484,327

  
	
  Feb-2017

  	
   

  	
  941,484,485

  
	
  Mar-2017

  	
   

  	
  931,612,352

  
	
  Apr-2017

  	
   

  	
  924,636,737

  
	
  May-2017

  	
   

  	
  912,186,199

  
	
  Jun-2017

  	
   

  	
  905,241,740

  
	
  Jul-2017

  	
   

  	
  892,543,433

  
	
  Aug-2017

  	
   

  	
  885,635,667

  
	
  Sep-2017

  	
   

  	
  878,705,163

  
	
  Oct-2017

  	
   

  	
  866,778,516

  
	
  Nov-2017

  	
   

  	
  854,913,781

  
	
  Dec-2017

  	
   

  	
  842,544,850

  
	
  Jan-2018

  	
   

  	
  835,752,493

  
	
  Feb-2018

  	
   

  	
  822,920,302

  
	
  Mar-2018

  	
   

  	
  816,174,510

  
	
  Apr-2018

  	
   

  	
  809,407,917

  
	
  May-2018

  	
   

  	
  795,300,440

  
	
  Jun-2018

  	
   

  	
  788,643,003

  
	
  Jul-2018

  	
   

  	
  771,664,762

  
	
  Aug-2018

  	
   

  	
  765,179,456

  
	
  Sep-2018

  	
   

  	
  758,674,440

  
	
  Oct-2018

  	
   

  	
  752,149,980

  
	
  Nov-2018

  	
   

  	
  734,988,966

  
	
  Dec-2018

  	
   

  	
  717,814,204

  
	
  Jan-2019

  	
   

  	
  711,679,522

  
	
  Feb-2019

  	
   

  	
  694,311,945

  
	
  Mar-2019

  	
   

  	
  688,374,959

  
	
  Apr-2019

  	
   

  	
  682,419,365

  
	
  May-2019

  	
   

  	
  671,209,298

  
	
  Jun-2019

  	
   

  	
  665,298,906

  
	
  Jul-2019

  	
   

  	
  659,370,631

  
	
  Aug-2019

  	
   

  	
  653,424,732

  
	
  Sep-2019

  	
   

  	
  647,461,473

  
	
  Oct-2019

  	
   

  	
  636,613,206

  
	
  Nov-2019

  	
   

  	
  628,329,971

  
	
  Dec-2019

  	
   

  	
  622,512,843

  
	
  Jan-2020

  	
   

  	
  614,247,754

  
	
  Feb-2020

  	
   

  	
  608,463,537

  
	
  Mar-2020

  	
   

  	
  602,662,932

  
	
  Apr-2020

  	
   

  	
  596,846,220

  
	
  May-2020

  	
   

  	
  591,013,688

  
	
  Jun-2020

  	
   

  	
  585,165,630

  
	
  Jul-2020

  	
   

  	
  579,302,349

  
	
  Aug-2020

  	
   

  	
  573,424,156

  
	
  Sep-2020

  	
   

  	
  567,531,370

  
	
  Oct-2020

  	
   

  	
  561,624,318

  
	
  Nov-2020

  	
   

  	
  555,703,335

  
	
  Dec-2020

  	
   

  	
  549,768,765

  
	
  Jan-2021

  	
   

  	
  543,820,961

  
	
  Feb-2021

  	
   

  	
  537,860,285

  
	
  Mar-2021

  	
   

  	
  531,887,106

  
	
  Apr-2021

  	
   

  	
  525,901,806

  
	
  May-2021

  	
   

  	
  519,904,771

  
	
  Jun-2021

  	
   

  	
  513,896,403

  
	
  Jul-2021

  	
   

  	
  507,877,107

  
	
  Aug-2021

  	
   

  	
  501,847,304

  
	
  Sep-2021

  	
   

  	
  495,807,419

  
	
  Oct-2021

  	
   

  	
  489,757,893

  
	
  Nov-2021

  	
   

  	
  483,699,173

  
	
  Dec-2021

  	
   

  	
  477,631,718

  
	
  Jan-2022

  	
   

  	
  466,689,067

  
	
  Feb-2022

  	
   

  	
  460,694,925

  
	
  Mar-2022

  	
   

  	
  454,693,290

  
	
  Apr-2022

  	
   

  	
  448,684,650

  
	
  May-2022

  	
   

  	
  442,669,506

  
	
  Jun-2022

  	
   

  	
  436,648,372

  
	
  Jul-2022

  	
   

  	
  430,621,772

  
	
  Aug-2022

  	
   

  	
  424,590,242

  
	
  Sep-2022

  	
   

  	
  418,554,329

  
	
  Oct-2022

  	
   

  	
  412,514,594

  
	
  Nov-2022

  	
   

  	
  406,471,611

  
	
  Dec-2022

  	
   

  	
  396,191,952

  
	
  Jan-2023

  	
   

  	
  388,173,423

  
	
  Feb-2023

  	
   

  	
  382,319,625

  
	
  Mar-2023

  	
   

  	
  376,463,612

  
	
  Apr-2023

  	
   

  	
  364,960,987

  
	
  May-2023

  	
   

  	
  359,218,405

  
	
  Jun-2023

  	
   

  	
  349,121,417

  
	
  Jul-2023

  	
   

  	
  343,468,965

  
	
  Aug-2023

  	
   

  	
  337,816,622

  
	
  Sep-2023

  	
   

  	
  324,256,802

  
	
  Oct-2023

  	
   

  	
  314,524,641

  
	
  Nov-2023

  	
   

  	
  309,182,135

  
	
  Dec-2023

  	
   

  	
  303,840,484

  
	
  Jan-2024

  	
   

  	
  298,500,295

  
	
  Feb-2024

  	
   

  	
  288,422,731

  
	
  Mar-2024

  	
   

  	
  270,617,627

  
	
  Apr-2024

  	
   

  	
  262,262,821

  






 


3-2

















 




	
  Payment Date

  Occurring in

  	
   

  	
  Expected Target

  Principal Balance $

  
	
  May-2024

  	
   

  	
  252,721,985

  
	
  Jun-2024

  	
   

  	
  248,020,381

  
	
  Jul-2024

  	
   

  	
  238,811,500

  
	
  Aug-2024

  	
   

  	
  234,221,932

  
	
  Sep-2024

  	
   

  	
  229,634,698

  
	
  Oct-2024

  	
   

  	
  225,050,359

  
	
  Nov-2024

  	
   

  	
  220,469,491

  
	
  Dec-2024

  	
   

  	
  215,892,683

  
	
  Jan-2025

  	
   

  	
  207,189,087

  
	
  Feb-2025

  	
   

  	
  202,729,172

  
	
  Mar-2025

  	
   

  	
  193,855,225

  
	
  Apr-2025

  	
   

  	
  185,346,243

  
	
  May-2025

  	
   

  	
  176,864,495

  
	
  Jun-2025

  	
   

  	
  164,853,453

  
	
  Jul-2025

  	
   

  	
  161,031,983

  
	
  Aug-2025

  	
   

  	
  157,214,321

  
	
  Sep-2025

  	
   

  	
  153,400,982

  
	
  Oct-2025

  	
   

  	
  149,592,496

  
	
  Nov-2025

  	
   

  	
  145,789,401

  
	
  Dec-2025

  	
   

  	
  141,992,247

  
	
  Jan-2026

  	
   

  	
  138,201,597

  
	
  Feb-2026

  	
   

  	
  134,418,022

  
	
  Mar-2026

  	
   

  	
  126,984,537

  
	
  Apr-2026

  	
   

  	
  119,889,254

  
	
  May-2026

  	
   

  	
  116,365,202

  
	
  Jun-2026

  	
   

  	
  112,848,940

  
	
  Jul-2026

  	
   

  	
  109,341,039

  
	
  Aug-2026

  	
   

  	
  105,842,084

  
	
  Sep-2026

  	
   

  	
  102,352,672

  
	
  Oct-2026

  	
   

  	
  98,873,409

  
	
  Nov-2026

  	
   

  	
  90,440,316

  
	
  Dec-2026

  	
   

  	
  84,129,590

  
	
  Jan-2027

  	
   

  	
  81,004,824

  
	
  Feb-2027

  	
   

  	
  77,890,092

  
	
  Mar-2027

  	
   

  	
  71,843,843

  
	
  Apr-2027

  	
   

  	
  64,098,091

  
	
  May-2027

  	
   

  	
  56,504,122

  
	
  Jun-2027

  	
   

  	
  51,363,218

  
	
  Jul-2027

  	
   

  	
  49,016,688

  
	
  Aug-2027

  	
   

  	
  44,575,606

  
	
  Sep-2027

  	
   

  	
  42,356,638

  
	
  Oct-2027

  	
   

  	
  40,144,458

  
	
  Nov-2027

  	
   

  	
  37,939,477

  
	
  Dec-2027

  	
   

  	
  33,999,611

  
	
  Jan-2028

  	
   

  	
  31,923,457

  
	
  Feb-2028

  	
   

  	
  29,854,645

  
	
  Mar-2028

  	
   

  	
  27,793,582

  
	
  Apr-2028

  	
   

  	
  25,740,682

  
	
  May-2028

  	
   

  	
  23,696,367

  
	
  Jun-2028

  	
   

  	
  21,661,069

  
	
  Jul-2028

  	
   

  	
  19,635,227

  
	
  Aug-2028

  	
   

  	
  17,619,289

  
	
  Sep-2028

  	
   

  	
  15,613,713

  
	
  Oct-2028

  	
   

  	
  13,618,963

  
	
  Nov-2028

  	
   

  	
  11,635,517

  
	
  Dec-2028

  	
   

  	
  9,663,857

  
	
  Jan-2029

  	
   

  	
  7,704,479

  
	
  Feb-2029

  	
   

  	
  5,757,886

  
	
  Mar-2029

  	
   

  	
  3,824,591

  
	
  Apr-2029

  	
   

  	
  1,829,441

  
	
  May-2029

  	
   

  	
  0

  






 


3-3

















 


SCHEDULE 4


 


[RESERVED]


 


4-1

















 


SCHEDULE 5


 


[RESERVED]


 


5-1

















 


SCHEDULE 6


 


[RESERVED]


 


6-1

















 


SCHEDULE 7


 


CURRENT LEASES -
CURRENT WAR RISK COVERAGE AMOUNTS


 




	
  Aircraft MSN

  	
   

  	
  War Risk Coverage

  Amount – US$

  
	
   

  	
   

  	
   

  
	
  1008

  	
   

  	
  750,000,000

  
	
  1042

  	
   

  	
  650,000,000

  
	
  1153

  	
   

  	
  750,000,000

  
	
  1204

  	
   

  	
  1,000,000,000

  
	
  1227

  	
   

  	
  1,000,000,000

  
	
  016

  	
   

  	
  1,000,000,000

  
	
  1635

  	
   

  	
  600,000,000

  
	
  1636

  	
   

  	
  1,000,000,000

  
	
  1668

  	
   

  	
  500,000,000

  
	
  1690

  	
   

  	
  750,000,000

  
	
  1718

  	
   

  	
  750,000,000

  
	
  1726

  	
   

  	
  750,000,000

  
	
  1748

  	
   

  	
  750,000,000

  
	
  215

  	
   

  	
  600,000,000

  
	
  226

  	
   

  	
  1,000,000,000

  
	
  244

  	
   

  	
  600,000,000

  
	
  24826

  	
   

  	
  600,000,000

  
	
  24827

  	
   

  	
  600,000,000

  
	
  25039

  	
   

  	
  750,000,000

  
	
  258

  	
   

  	
  1,000,000,000

  
	
  270

  	
   

  	
  600,000,000

  
	
  27306

  	
   

  	
  750,000,000

  
	
  27383

  	
   

  	
  750,000,000

  
	
  28701

  	
   

  	
  1,000,000,000

  
	
  28703

  	
   

  	
  1,000,000,000

  
	
  28704

  	
   

  	
  1,000,000,000

  
	
  030

  	
   

  	
  1,000,000,000

  
	
  326

  	
   

  	
  500,000,000

  
	
  344

  	
   

  	
  500,000,000

  
	
  361

  	
   

  	
  600,000,000

  
	
  037

  	
   

  	
  1,000,000,000

  
	
  376

  	
   

  	
  500,000,000

  
	
  386

  	
   

  	
  500,000,000

  
	
  400

  	
   

  	
  600,000,000

  
	
  045

  	
   

  	
  1,000,000,000

  
	
  478

  	
   

  	
  500,000,000

  
	
  628

  	
   

  	
  750,000,000

  
	
  755

  	
   

  	
  750,000,000

  
	
  758

  	
   

  	
  750,000,000

  
	
  839

  	
   

  	
  600,000,000

  
	
  892

  	
   

  	
  600,000,000

  
	
  963

  	
   

  	
  600,000,000

  
	
  2981

  	
   

  	
  600,000,000

  
	
  3049

  	
   

  	
  600,000,000

  
	
  3171*

  	
   

  	
  Not yet
  delivered

  
	
  3136*

  	
   

  	
  Not yet
  delivered

  






 


7-1

















 




	
  2828

  	
   

  	
  600,000,000

  
	
  2747

  	
   

  	
  500,000,000

  
	
  2753

  	
   

  	
  500,000,000

  
	
  1459

  	
   

  	
  600,000,000

  
	
  1834

  	
   

  	
  600,000,000

  
	
  1794

  	
   

  	
  750,000,000

  
	
  25113

  	
   

  	
  500,000,000

  
	
  25114

  	
   

  	
  500,000,000

  
	
  28222

  	
   

  	
  500,000,000

  
	
  28825

  	
   

  	
  600,000,000

  
	
  30876

  	
   

  	
  750,000,000

  
	
  34969*

  	
   

  	
  Not yet
  delivered

  
	
  34970*

  	
   

  	
  Not yet
  delivered

  
	
  28230

  	
   

  	
  600,000,000

  
	
  28232

  	
   

  	
  600,000,000

  
	
  30757

  	
   

  	
  750,000,000

  
	
  30758

  	
   

  	
  750,000,000

  
	
  27135

  	
   

  	
  750,000,000

  
	
  1900

  	
   

  	
  600,000,000

  
	
  204

  	
   

  	
  600,000,000

  
	
  1711

  	
   

  	
  750,000,000

  
	
  0802

  	
   

  	
  1,000,000,000

  
	
  211

  	
   

  	
  600,000,000

  
	
  1612

  	
   

  	
  500,000,000

  






 


7-2

















 


SCHEDULE 8


 


POOL FACTORS


 


The following are the Pool Factors as of the Closing
Date. Such Pool Factors may be changed by a resolution of the Board in
connection with a Refinancing or the acquisition of Additional Aircraft.


 




	
  Payment Date

  Occurring in

  	
   

  	
  Class

  G-3

  
	
  Closing

  	
   

  	
  100.000000

  
	
  Jun-2007

  	
   

  	
  99.426330

  
	
  Jul-2007

  	
   

  	
  98.665590

  
	
  Aug-2007

  	
   

  	
  98.000340

  
	
  Sep-2007

  	
   

  	
  97.423360

  
	
  Oct-2007

  	
   

  	
  96.652110

  
	
  Nov-2007

  	
   

  	
  95.928440

  
	
  Dec-2007

  	
   

  	
  95.280470

  
	
  Jan-2008

  	
   

  	
  94.487940

  
	
  Feb-2008

  	
   

  	
  93.766120

  
	
  Mar-2008

  	
   

  	
  93.113550

  
	
  Apr-2008

  	
   

  	
  92.342390

  
	
  May-2008

  	
   

  	
  91.658730

  
	
  Jun-2008

  	
   

  	
  91.087640

  
	
  Jul-2008

  	
   

  	
  90.321460

  
	
  Aug-2008

  	
   

  	
  89.560240

  
	
  Sep-2008

  	
   

  	
  88.862750

  
	
  Oct-2008

  	
   

  	
  88.059440

  
	
  Nov-2008

  	
   

  	
  87.358170

  
	
  Dec-2008

  	
   

  	
  86.720300

  
	
  Jan-2009

  	
   

  	
  85.994230

  
	
  Feb-2009

  	
   

  	
  85.322010

  
	
  Mar-2009

  	
   

  	
  84.618050

  
	
  Apr-2009

  	
   

  	
  83.959730

  
	
  May-2009

  	
   

  	
  83.248520

  
	
  Jun-2009

  	
   

  	
  82.546940

  
	
  Jul-2009

  	
   

  	
  81.771450

  
	
  Aug-2009

  	
   

  	
  81.029820

  
	
  Sep-2009

  	
   

  	
  80.300310

  
	
  Oct-2009

  	
   

  	
  79.575980

  
	
  Nov-2009

  	
   

  	
  78.856230

  
	
  Dec-2009

  	
   

  	
  78.088720

  
	
  Jan-2010

  	
   

  	
  77.304800

  
	
  Feb-2010

  	
   

  	
  76.516400

  
	
  Mar-2010

  	
   

  	
  75.686470

  
	
  Apr-2010

  	
   

  	
  74.902700

  
	
  May-2010

  	
   

  	
  74.098500

  
	
  Jun-2010

  	
   

  	
  73.360400

  
	
  Jul-2010

  	
   

  	
  72.635450

  
	
  Aug-2010

  	
   

  	
  71.891000

  
	
  Sep-2010

  	
   

  	
  71.096970

  
	
  Oct-2010

  	
   

  	
  70.263250

  
	
  Nov-2010

  	
   

  	
  69.436920

  
	
  Dec-2010

  	
   

  	
  68.595100

  
	
  Jan-2011

  	
   

  	
  67.832860

  
	
  Feb-2011

  	
   

  	
  67.066790

  
	
  Mar-2011

  	
   

  	
  66.295570

  
	
  Apr-2011

  	
   

  	
  65.417900

  
	
  May-2011

  	
   

  	
  64.573700

  
	
  Jun-2011

  	
   

  	
  63.751780

  
	
  Jul-2011

  	
   

  	
  62.911860

  
	
  Aug-2011

  	
   

  	
  62.053350

  
	
  Sep-2011

  	
   

  	
  61.178850

  
	
  Oct-2011

  	
   

  	
  60.271050

  
	
  Nov-2011

  	
   

  	
  59.356620

  
	
  Dec-2011

  	
   

  	
  58.435640

  
	
  Jan-2012

  	
   

  	
  57.519700

  
	
  Feb-2012

  	
   

  	
  56.610630

  
	
  Mar-2012

  	
   

  	
  55.690160

  
	
  Apr-2012

  	
   

  	
  54.826060

  
	
  May-2012

  	
   

  	
  54.008380

  
	
  Jun-2012

  	
   

  	
  53.173730

  
	
  Jul-2012

  	
   

  	
  52.273410

  
	
  Aug-2012

  	
   

  	
  51.352350

  
	
  Sep-2012

  	
   

  	
  50.419290

  
	
  Oct-2012

  	
   

  	
  49.474340

  
	
  Nov-2012

  	
   

  	
  48.520850

  
	
  Dec-2012

  	
   

  	
  47.558070

  
	
  Jan-2013

  	
   

  	
  46.568280

  
	
  Feb-2013

  	
   

  	
  45.622080

  
	
  Mar-2013

  	
   

  	
  44.667840

  
	
  Apr-2013

  	
   

  	
  43.760190

  
	
  May-2013

  	
   

  	
  42.820260

  
	
  Jun-2013

  	
   

  	
  41.941650

  
	
  Jul-2013

  	
   

  	
  41.066120

  
	
  Aug-2013

  	
   

  	
  40.187040

  
	
  Sep-2013

  	
   

  	
  39.250600

  
	
  Oct-2013

  	
   

  	
  38.218450

  
	
  Nov-2013

  	
   

  	
  37.163440

  
	
  Dec-2013

  	
   

  	
  36.156990

  
	
  Jan-2014

  	
   

  	
  35.180670

  
	
  Feb-2014

  	
   

  	
  34.211800

  
	
  Mar-2014

  	
   

  	
  33.163880

  
	
  Apr-2014

  	
   

  	
  32.151950

  
	
  May-2014

  	
   

  	
  31.153260

  
	
  Jun-2014

  	
   

  	
  30.161180

  
	
  Jul-2014

  	
   

  	
  29.134570

  
	
  Aug-2014

  	
   

  	
  28.095410

  
	
  Sep-2014

  	
   

  	
  26.997440

  
	
  Oct-2014

  	
   

  	
  25.893430

  
	
  Nov-2014

  	
   

  	
  24.812110

  
	
  Dec-2014

  	
   

  	
  23.748400

  






 


8-1

















 




	
  Payment Date

  Occurring in

  	
   

  	
  Class

  G-3

  
	
  Jan-2015

  	
   

  	
  22.687730

  
	
  Feb-2015

  	
   

  	
  21.589640

  
	
  Mar-2015

  	
   

  	
  20.451170

  
	
  Apr-2015

  	
   

  	
  19.320370

  
	
  May-2015

  	
   

  	
  18.180660

  
	
  Jun-2015

  	
   

  	
  17.051730

  
	
  Jul-2015

  	
   

  	
  15.938440

  
	
  Aug-2015

  	
   

  	
  14.871110

  
	
  Sep-2015

  	
   

  	
  13.807880

  
	
  Oct-2015

  	
   

  	
  12.719310

  
	
  Nov-2015

  	
   

  	
  11.581250

  
	
  Dec-2015

  	
   

  	
  10.397070

  
	
  Jan-2016

  	
   

  	
  9.196800

  
	
  Feb-2016

  	
   

  	
  7.990470

  
	
  Mar-2016

  	
   

  	
  6.641940

  
	
  Apr-2016

  	
   

  	
  5.533500

  
	
  May-2016

  	
   

  	
  3.755400

  
	
  Jun-2016

  	
   

  	
  1.676800

  
	
  Jul-2016

  	
   

  	
  0.561720

  
	
  Aug-2016

  	
   

  	
  0.000000

  






 


8-2

















 


EXHIBIT A-1


 


FORM OF NOTE FOR
ANY SUBCLASS OF CLASS G NOTES

THAT ARE FLOATING RATE NOTES


 


A-1-1

















 


EXHIBIT A-2


 


FORM OF NOTE FOR
ANY SUBCLASS OF CLASS G NOTES

THAT ARE FIXED RATE NOTES


 


A-2-1

















 


EXHIBIT B


 


FORM OF NOTE FOR
ANY SUBCLASS OF CLASS E NOTES


 


B-1-1

















 


EXHIBIT C


 


CONCENTRATION
LIMITS


 


C-1

















 


EXHIBIT D


 


INSURANCE
PROVISIONS


 


D-1

















 


EXHIBIT E


 


FORM OF MONTHLY REPORT
TO EACH NOTEHOLDER


 


E-1

















 


EXHIBIT F


 


FORM OF
CERTIFICATE OF TRANSFER


 


F-1

















 


EXHIBIT G


 


CORE LEASE
PROVISIONS


 


G-1

















 


EXHIBIT H


 


FORM OF POLICY


 


H-1