Exhibit 10.2


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of May
8, 2007


 


among


 


AERFUNDING 1
LIMITED, 

as Borrower,


 


AERCAP IRELAND
LIMITED 

individually and as Servicer,


 


THE OTHER
SERVICE PROVIDERS NAMED HEREIN,


 


UBS REAL ESTATE
SECURITIES INC. 

and

THE OTHER FINANCIAL INSTITUTIONS NAMED HEREIN AS CLASS A LENDERS, 

as Class A Lenders,


 


UBS REAL ESTATE
SECURITIES INC. 

and

THE OTHER FINANCIAL INSTITUTIONS NAMED HEREIN AS CLASS B LENDERS, 

as Class B Lenders,


 


UBS SECURITIES LLC,


as
Administrative Agent,


 


UBS SECURITIES LLC


as
UBS Funding Agent,


 


THE OTHER
FUNDING AGENTS NAMED HEREIN, 

as Other Funding Agents,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as Collateral Agent and Account Bank,


 

















 


AMENDED AND
RESTATED CREDIT AGREEMENT


 


THIS AMENDED
AND RESTATED CREDIT AGREEMENT is made and entered into as of May 8, 2007 among AERFUNDING 1
LIMITED, an exempted company organized and existing under the laws of Bermuda
(the “Borrower”), AERCAP IRELAND LIMITED, a limited company incorporated
and existing under the laws of Ireland (“AerCap”), as primary servicer
under the Servicing Agreement (AerCap in such capacity, or any successor
servicer appointed pursuant to Section 12.3 hereof, the “Servicer”),
AERCAP ADMINISTRATIVE SERVICES LIMITED, a limited company incorporated and
existing under the laws of Ireland (“AASL”), individually and as primary
administrative agent under the Service Provider Administrative Agency Agreement
(AASL in such capacity, or any successor primary administrative agent appointed
pursuant to Section 12.3 hereof, the “Service Provider Administrative
Agent”), AERCAP CASH MANAGER II LIMITED, a limited company incorporated and
existing under the laws of Ireland (“ACML”), individually and as
financial administrative agent under the Service Provider Administrative Agency
Agreement (ACML in such capacity, or any successor financial administrative
agent appointed pursuant to Section 12.3 hereof, the “Financial
Administrative Agent”), and as cash manager under the Cash Management
Agreement (ACML in such capacity, or any successor cash manager appointed
pursuant to Section 12.3 hereof, the “Cash Manager”), and as
insurance servicer under the Servicing Agreement (ACML in such capacity, or any
successor financial administrative agent appointed pursuant to Section 12.3
hereof, the “Insurance Servicer”), UBS REAL ESTATE SECURITIES INC. (“UBSRESI”),
THE FINANCIAL INSTITUTIONS IDENTIFIED AS CLASS A LENDERS ON THE SIGNATURE PAGES
HEREOF and THE OTHER FINANCIAL INSTITUTIONS THAT BECOME PARTIES HERETO AS CLASS A
LENDERS (together with any permitted successors and assigns, “Class A
Lenders”), UBSRESI, THE FINANCIAL INSTITUTIONS IDENTIFIED AS CLASS B
LENDERS ON THE SIGNATURE PAGES HEREOF and THE OTHER FINANCIAL INSTITUTIONS THAT
BECOME PARTIES HERETO AS CLASS B LENDERS (together with any permitted
successors and assigns, “Class B Lenders” and, together with the Class A
Lenders, the “Lenders”), UBS SECURITIES LLC (“UBSS”), as agent
(UBSS in such capacity, the “Administrative Agent”) for the Lenders,
UBSS as funding agent (UBSS in such capacity, the “UBS Funding Agent”)
for the UBS Funding Group (as defined below), each Other Funding Agent (as
defined below) as funding agent for its related Other Funding Group (as defined
below), and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Collateral
Agent (as defined below) and in its capacity as Account Bank (as defined
below).


 


W
I T N E S S E T H
:


 


WHEREAS, certain parties hereto entered
into, or otherwise became parties to, the Credit Agreement, dated as of April 26,
2006, among the Borrower, AerCap, AASL, ACML, the Lenders (as defined under the
Original Agreement), UBSS and Deutsche Bank Trust Company Americas (as amended
prior to the date hereof, the “Original Agreement”);


 


WHEREAS, the outstanding “Class A Advances,”
“Class B Advances” and “Class C Advances” under, and as defined in, the
Original Agreement, and all accrued “Yield,” “Fees” and other “Obligations”
payable under, and as defined in, the Original Agreement (collectively, the “Original
Agreement Repayment Amount”), shall be paid on the Closing Date 


 

















 


(as defined below) from (i) the available
proceeds of an ABS Transaction to be consummated on the Closing Date (the “Closing
Date ABS Transaction”) and, (ii) to the extent that such available proceeds
are less than the Original Agreement Repayment Amount, (a) the proceeds of
Class A Advances and Class B Advances made hereunder on the Closing Date for
such purpose (such Class A Advances and Class B Advances, collectively, the “Original
Agreement Refinancing Advance”) and (b) funds made available to the
Borrower from AerCap from the incurrence of additional debt under the AerCap
Sub Notes; and


 


WHEREAS, the parties hereto hereby intend
to amend and restate the Original Agreement on the terms and conditions specified
herein;


 


NOW THEREFORE, for good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that, subject only to the
execution and delivery of this Agreement by the parties hereto, the Original
Agreement is hereby amended and restated in its entirety to read as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1  Defined Terms.  As used in this Agreement, the following terms
have the following meanings:


 


“AASL” has the meaning set forth
in the Preamble.


 


“ABS Asset Purchase Agreement”
means an agreement, in form and substance satisfactory to the Administrative
Agent, providing for the sale and transfer of Aircraft Assets, and/or
beneficial interests in Borrower Subsidiaries to an ABS Issuer and/or any
Subsidiaries thereof by AerCap (subsequent to a purchase of such Aircraft
Assets and/or beneficial interests in Borrower Subsidiaries by AerCap from the
Borrower and/or certain Borrower Subsidiaries) in connection with an ABS
Transaction.


 


“ABS Issuer” means any special
purpose corporation, trust or other entity which shall issue, whether by public
offering or private placement (whether under Rule 144A promulgated under the
Securities Act of 1933 or otherwise), any asset-backed securities secured by,
or representing an interest in, any Aircraft Assets, and/or beneficial
interests in any Borrower Subsidiaries, which Aircraft Assets, and/or
beneficial interests in Borrower Subsidiaries, shall have been transferred to
such ABS Issuer and/or any Subsidiaries thereof pursuant to an ABS Asset
Purchase Agreement.


 


“ABS Subject Aircraft” means a
Funded Aircraft which is the subject of an executed and effective ABS Asset
Purchase Agreement, but which has not yet been transferred (whether directly or
by transfer of any related Borrower Subsidiary) to the applicable ABS Issuer
and/or any Subsidiary thereof under the terms of such ABS Asset Purchase
Agreement.


 


“ABS Transaction” means an
issuance, whether by public offering or private placement (whether under Rule 144A
promulgated under the Securities Act of 1933 or otherwise), by an 


 


2

















 


ABS Issuer of any asset-backed securities
secured by, or representing an interest in, any Aircraft Assets, and/or beneficial
interests in any Borrower Subsidiaries, which Aircraft Assets, and/or
beneficial interests in Borrower Subsidiaries, shall have been transferred to
such ABS Issuer and/or any Subsidiaries thereof by the Borrower and/or certain
Borrower Subsidiaries pursuant to an ABS Asset Purchase Agreement.


 


“Account Bank” means initially
Deutsche Bank Trust Company Americas and any successor or replacement thereof.


 


“ACML” has the meaning set forth
in the Preamble.


 


“Additional Advance Commitment Period”
means the period commencing on the Closing Date and ending on the Conversion
Date.


 


“Additional Advance Date” has the
meaning set forth in Section 2.1(g)(i).


 


“Additional
Advance Request” has the meaning set forth in Section 2.2(b).


 


“Additional
Advances” has the meaning set forth in Section 2.1(e).


 


“Additional
Class A Advances” has the meaning set forth in Section 2.1(d).


 


“Additional Class B Advances” has
the meaning set forth in Section 2.1(e).


 


“Additional Lease” means a Lease
of an Additionally Financed Aircraft that is listed as an “Additional Lease” on
Schedule III hereto, as such schedule is required, pursuant to the
terms hereof, to be amended, restated or otherwise modified from time to time.


 


“Additionally Financed Aircraft”
means an Aircraft with respect to which an Advance (other than an Improvement
Advance) is made subsequent to the Initial Advance Date and which is listed as
an “Additionally Financed Aircraft” on Schedule I hereto, as such
schedule is required, pursuant to the terms hereof, to be amended, restated or
otherwise modified from time to time.


 


“Adjusted Appraised Base Value”
means, as of any date of determination, with respect to an individual Aircraft,
its adjusted appraised value determined by the following calculation to reflect
straight line depreciation using the Applicable Useful Life of such Aircraft to
a “zero” assumed residual/salvage value:


 


IABV  
-  [((IABV) / (AUL - M))
x N]


 


where:


 


	
   

  	
  IABV

  	
  =

  	
  the Applicable Initial Appraised Base Value of
  such Aircraft;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AUL

  	
  =

  	
  the
  Applicable Useful Life of such Aircraft in months;

  



 


3

















 


	
   

  	
  M

  	
  =

  	
  the number of months elapsed between the date
  of manufacture of such Aircraft (or, if applicable, the Freighter Conversion
  Effective Date) and the date on which the initial Advance with respect to
  such Aircraft was made hereunder (or, if applicable, the date on which an
  Improvement Advance is made with respect to such Aircraft); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  N

  	
  =

  	
  the number of months elapsed since the date on
  which the initial Advance with respect to such Aircraft was made hereunder
  (or, if applicable, the date on which an Improvement Advance was made with
  respect to such Aircraft), to the date of determination.

  



 


“Adjusted Appraised Market Value”
means, as of any date of determination, with respect to an individual Aircraft,
its adjusted appraised value determined by the following calculation to reflect
straight line depreciation using the Applicable Useful Life of such Aircraft to
a “zero” assumed residual/salvage value:


 


IACMV   -   [((IACMV) / (AUL - M)) x N]


 


where:


 


	
   

  	
  IACMV

  	
  =

  	
  the Applicable Initial Current Market Value of
  such Aircraft;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AUL

  	
  =

  	
  the Applicable Useful Life of such Aircraft in
  months;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  M

  	
  =

  	
  the number of months elapsed between the date
  of manufacture of such Aircraft (or, if applicable, the Freighter Conversion
  Effective Date) and the date on which the initial Advance with respect to
  such Aircraft was made hereunder (or, if applicable, the date on which an
  Improvement Advance is made with respect to such Aircraft); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  N

  	
  =

  	
  the number of months elapsed since the date on
  which the initial Advance with respect to such Aircraft was made hereunder
  (or, if applicable, the date on which an Improvement Advance was made with
  respect to such Aircraft), to the date of determination.

  



 


“Adjusted Book Value” means, as of
any date of determination, with respect to an individual Aircraft, its adjusted
book value determined by the following calculation to reflect straight line
depreciation using the Applicable Useful Life of such Aircraft to a “zero”
assumed residual/salvage value:


 


IABKV  
-   [((IABKV) /
(AUL - M)) x N]


 


where:


 


	
   

  	
  IABKV

  	
  =

  	
  the Applicable Initial Book
  Value of such Aircraft; 

  



 


4

















 


	
   

  	
  AUL

  	
  =

  	
  the Applicable Useful Life of such Aircraft in months;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  M

  	
  =

  	
  the number of months elapsed between the date of
  manufacture of such Aircraft (or, if applicable, the Freighter Conversion
  Effective Date) and the date on which the initial Advance with respect to such
  Aircraft was made hereunder (or, if applicable, the date on which an
  Improvement Advance is made with respect to such Aircraft); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  N

  	
  =

  	
  the number of months elapsed since the date on which the
  initial Advance with respect to such Aircraft was made hereunder (or, if applicable,
  the date on which an Improvement Advance was made with respect to such
  Aircraft), to the date of determination.

  



 


“Adjusted Borrowing Value” means
with respect to an Eligible Aircraft and as of any date of determination, (a)
for an Eligible Aircraft of the Type described as “Category 1” on Appendix I
hereto, the lowest of its Adjusted Book Value, its Adjusted Appraised Base
Value and its Adjusted Appraised Market Value as of such date, and (b) for an
Eligible Aircraft of the Type described as either “Category 2” or “Category 3”
on Appendix I hereto, the lower of its Adjusted Appraised Base Value and its
Adjusted Appraised Market Value as of such date. The Adjusted Borrowing Value
of an Aircraft that is not an Eligible Aircraft as of the related date of
determination, or as to which an Event of Loss has occurred as of the related
date of determination, shall be zero. Also, while Critical Mass exists, to the
extent that inclusion of the Adjusted Borrowing Value of a particular Aircraft
under clause (b) of the definition of Facility Limit Percentage causes the
Facility Limit Percentage to exceed an Aircraft Type Concentration Limit,
Country/Region Concentration Limit or Widebody Maximum Percentage, as
applicable, such Adjusted Borrowing Value, when used in calculating any
Borrowing Base, will be reduced to the highest amount which, if included under
such clause (b), would not cause such an excess.


 


“Administrative Agent” has the
meaning set forth in the Preamble.


 


“Advance” means any amount
disbursed by any Lender to the Borrower under this Agreement.


 


“Advance Date” means the Initial
Advance Date or an Additional Advance Date.


 


“Advance Rate” means, with respect
to any Aircraft, the Class A Advance Rate and Class B Advance Rate, or any of
them, applicable to such Aircraft as of any date of determination.


 


“Advance Rate Adjustment” means,
with respect to any Aircraft, an adjustment to the Base Advance Rates for an
Aircraft of that Type, attributable to an Aircraft Age Advance Rate Adjustment,
Aircraft Type Concentration Advance Rate Adjustment, Critical Mass Advance Rate
Adjustment, Lessee Diversity Score Advance Rate Adjustment, or Weighted Average
Portfolio Age Advance Rate Adjustment. Such Advance Rate Adjustments will apply
to the determination of the applicable Advance Rates against Adjusted Borrowing
Value, and be redetermined with all applicable adjustments being given current
effect, as of each Payment Date 


 


5

















 


or any other date as of which a Borrowing Base
is being determined, except as contemplated in the last sentence of the
definition of Aircraft Age Advance Rate Adjustment herein. All applicable
Advance Rate Adjustments as of any particular date of determination will apply
on a cumulative basis to reduce the otherwise applicable Base Advance Rate.


 


“Adverse Claim” means any Lien or
any title retention, trust, or other type of preferential arrangement having
the effect or purpose of creating a Lien or any claim of ownership, other than
Permitted Liens.


 


“AerCap” has the meaning set forth
in the Preamble.


 


“AerCap-Borrower Purchase Agreement”
means the Purchase Agreement, substantially in the form of Exhibit M
hereto, dated as of April 26, 2006, by and among the Borrower, AerCap and other
vendors, as amended, restated, supplemented or otherwise modified from time to
time pursuant to the terms thereof.


 


“AerCap
Group” means AerCap Holdings N.V. (or, in the event that AerCap Holdings N.V.
is replaced as parent entity of the AerCap Group and as the Supporting Party in
accordance with Section 12.1(f), such successor entity to AerCap Holdings N.V.)
and its consolidated Subsidiaries.


 


“AerCap Liquidity Facility” means
the liquidity loan agreement, dated April 26, 2006, from AerCap as lender in
favor of the Borrower, established for the purpose of funding the portion of
Approved Asset Improvement Costs of the Borrower expected to be repaid with the
proceeds of an Improvement Advance hereunder (with the remaining portion of
such costs to be funded through advances under the AerCap Sub Note).


 


“AerCap Sub Notes” means,
collectively, (i) that certain subordinated note of the Borrower, dated April
26, 2006 (and as amended and restated May 8, 2007), issued to AerCap, the
principal of and interest on which are repayable on a subordinated basis to the
Borrower’s obligations to the Lenders, pursuant to the Flow of Funds and/or
(ii) any other subordinated note of the Borrower, in form and substance
identical to the subordinated note described in clause (i), issued to AerCap
Holdings N.V. or any wholly owned Subsidiary of AerCap Holdings N.V., the
principal of and interest on which are repayable on a subordinated basis to the
Borrower’s obligations to the Lenders, pursuant to the Flow of Funds.


 


“Affected Lender” has the meaning
set forth in Section 6.6(a).


 


“Affected Party” has the meaning
set forth in Section 6.2(a).


 


“Affiliate” of any Person means any other
Person that (i) directly or indirectly controls, is controlled by or is under
common control with such Person (excluding any trustee under, or any committee
with responsibility for administering, any employee benefit plan), or (ii) is
an officer, trustee or director of such person. Without limiting the foregoing,
a Person shall be deemed to be “controlled by” any other Person if such other
Person possesses, directly or indirectly, power:


 


6

















 


(a)           to vote greater than 50% or more of
the securities, membership interests or similar ownership interests (on a fully
diluted basis) having ordinary voting power for the election of directors,
members, managing partners or similar Persons; or


 


(b)           to direct or cause the direction of
the management and policies of such Person whether by contract or otherwise.


 


The word “Affiliated” has a correlative meaning.


 


“Agreement” means this Amended and
Restated Credit Agreement, as it may be amended, restated, supplemented or
otherwise modified from time to time.


 


“Aircraft” means one or more of
the commercial aircraft (including, without limitation, the airframe and all
engines and parts with respect thereto) listed on Schedule I hereto, as
such schedule is required, pursuant to the terms hereof, to be amended,
restated or otherwise modified from time to time.


 


“Aircraft Acquisition Documents”
means (a) in respect of any Aircraft to become a Funded Aircraft (other than as
contemplated in clause (b) of this definition), any of the related Lease, a
bill of sale, a lease assignment and assumption agreement, the purchase
agreement pursuant to which AerCap or an Aircraft Owning Entity acquires the
Aircraft for on-sale to the Borrower under the AerCap-Borrower Purchase
Agreement, and any invoice or other documentation evidencing the purchase price
paid for such assets (to the extent not evidenced by any of the foregoing other
documents); and (b) in the case of the ANA Aircraft shall in any event include
the Tateha Sale and Conditional Repurchase Agreement, the Tateha Mortgage, the
Lyon Lease, the Tombo Sublease, the ANA Subsublease, the Mitsui Tateha
Guaranty, the Mitsui Tombo Guaranty, the Lyon Assignment, and the Tombo
Assignment.


 


“Aircraft Age” means, where such
term is used in the definitions of Aircraft Age Limit, Aircraft Age Advance
Rate Adjustment and Weighted Average Aircraft Age, the age in integral number
of completed elapsed months of an Aircraft since its date of manufacture (or,
if such Aircraft has been subjected to a Freighter Conversion to a Freighter
Type, since the related Freighter Conversion Effective Date). With respect to
an Aircraft that becomes a Funded Aircraft on a date that is after a
Determination Date (or, if the first Determination Date has not yet occurred,
the Closing Date) and is before or on the next succeeding Determination Date,
the Aircraft Age of such Aircraft for purposes of the foregoing definitions
will be deemed to be its Aircraft Age in months on and as of such next
succeeding Determination Date.


 


“Aircraft Age Advance Rate Adjustment”
means, with respect to any Type of Aircraft, an adjustment to the Base Advance
Rate for that Type based on the Aircraft Age and Aircraft Age Range for that
Type, as follows:


 


(a)           for Aircraft with an Aircraft Age
lower than the fourth lowest number in the Aircraft Age Range for Aircraft of
that Type, there is no adjustment; and


 


(b)           for Aircraft with an Aircraft Age
within the Aircraft Age Range for Aircraft of that Type, (i) if such Aircraft
Age at least equals the fourth lowest integral


 


7

















 


number
in the Aircraft Age Range but does not equal or exceed the third next higher (i.e.,
the seventh lowest) integral number within the Aircraft Age Range, the
applicable Base Advance Rate will decrease by 0.375 percentage points so long
as Critical Mass does not exist, and by 0.25 percentage points while Critical
Mass exists, and (ii) for each additional third higher integral number within
the Aircraft Age Range that such Aircraft Age at least equals but does not
exceed, the applicable Base Advance Rate will decrease by an additional 0.375
percentage points so long as Critical Mass does not exist, and by an additional
0.25 percentage points while Critical Mass exists.


 


An Aircraft of any particular Type whose
Aircraft Age exceeds (measuring by integral months of Aircraft Age) the related
Aircraft Age Limit at the time of its proposed addition to the Borrower’s
Portfolio, is not eligible to become a Funded Aircraft and accordingly has a
zero Advance Rate. It is understood that the Aircraft Age Advance Rate
Adjustment is applied to a particular Aircraft in determining a Borrowing Base
for that Aircraft as of the date it first becomes a Funded Aircraft hereunder
(and based on its deemed Aircraft Age on that date as described in the
definition of Aircraft Age), but no further adjustment is to occur due to the
aging of the Aircraft after such date for so long as it remains a Funded
Aircraft within the Borrower’s Portfolio; provided that upon the
occurrence of a Freighter Conversion Effective Date for such Aircraft, the next
Borrowing Base determination after such date will reflect the change in
Aircraft Age due to such Freighter Conversion (as contemplated in the
definition of Aircraft Age), after which no further adjustment is to occur due
to the aging of the Aircraft after such determination for so long as it remains
a Funded Aircraft within the Borrower’s Portfolio.


 


“Aircraft Age Limit” means, for
each Type of Aircraft listed on Table 1 to Appendix I hereto, the highest
number in the Aircraft Age Range. An Aircraft of any particular Type whose
Aircraft Age exceeds the Aircraft Age Limit for such Type at the time of its
proposed addition to the Borrower’s Portfolio, is not eligible to become a
Funded Aircraft hereunder.


 


“Aircraft Age Range” means, for
each Type of Aircraft listed on Table 1 to Appendix I hereto, the range of
months for Aircraft Age set forth under the category “Maximum Age” for that
Type on Table 1 of Appendix I.


 


“Aircraft Asset Expenses” has the
meaning set forth in the Servicing Agreement; provided, that when such
term is used in the Flow of Funds, Aircraft Asset Expenses shall not be deemed
to include expenses that have been paid with funds withdrawn from the
Maintenance Reserve Account or the Security Deposit Account, and also shall not
include expenses and costs attributable to Approved Asset Improvements.


 


“Aircraft Assets” means one or
more Aircraft, together with the related assets with respect thereto,
including, without limitation, the Leases with respect to such Aircraft (and
the Related Security with respect thereto) and any related Security Deposits,
Maintenance Reserves or other cash reserves.


 


“Aircraft Limitation Event” means
that at any time that a Critical Mass exists, and immediately after giving
effect to any of the following:


 


(a)           an
acquisition into the Borrower’s Portfolio of an Aircraft, or


 


8

















 


(b)           the
sale and consequent removal from the Borrower’s Portfolio of an Aircraft,


 


any of the following is true: (i) any Aircraft
Type Concentration Percentage will exceed the related Aircraft Type
Concentration Limit, (ii) the Category 1 Percentage will be less than the
Minimum Category 1 Percentage, (iii) the Weighted Average Portfolio Age will
exceed the Weighted Average Portfolio Age Limit, or (iv) the Widebody Percentage
will exceed the Widebody Maximum Percentage.


 


“Aircraft Owning Entity” means a
Person that is (i) an entity with Organizational Documents and Operating
Documents substantially in the forms attached hereto as Exhibit Q (or in
such other form as shall be reasonably satisfactory to the Administrative
Agent), (ii) is identified on Schedule II hereto, as such schedule is
required, pursuant to the terms hereof, to be amended, restated or otherwise
modified from time to time, (iii) either (A) the sole legal owner (including,
without limitation, an Owner Trust but excluding an Owner Participant) of the
Aircraft listed to the right of such Person’s name on such Schedule II
hereto (as such schedule is required, pursuant to the terms hereof, to be
amended, restated or otherwise modified from time to time), or (B) in the case
of the ANA Aircraft, the sole beneficial owner (pursuant to the ANA Beneficial
Ownership Structure) of the ANA Aircraft listed to the right of such Person’s
name on such Schedule II hereto (as such schedule is required, pursuant to the
terms hereof, to be amended, restated or otherwise modified from time to time),
and (iv) a Person in which the Borrower owns, whether directly or indirectly,
all of the Equity Interests.


 


“Aircraft Sale” has the meaning
set forth in Section 7.2(f)(v).


 


“Aircraft Type Concentration Limit”
means, for each Type of Aircraft listed on Table 1 to Appendix I hereto, the
highest percentage in the Aircraft Type Concentration Range, or if no Aircraft
Type Concentration Range is listed for such Type, then the single percentage
for that Type, set forth under the category “Maximum Aircraft Type
Concentration Percentage” on Table 1.


 


“Aircraft Type Concentration
Percentage” means, for any date of determination and any particular Type of
Aircraft, the Facility Limit Percentage of Aircraft of that Type in the
Borrower’s Portfolio as of such date.


 


“Aircraft Type Concentration Range”
means, for each Type of Aircraft listed on Table 1 to Appendix I hereto, the
range of percentages (if any) for Aircraft of each Type set forth under the
category “Maximum Aircraft Type Concentration Percentage” for that Type on
Table 1.


 


“Aircraft Type Concentration Advance
Rate Adjustment” means, with respect to any Type of Aircraft, an adjustment
to the Base Advance Rate for that Type based on the Aircraft Type Concentration
Percentage (“ATCP”) for that Type, as follows:


 


(a)           if the ATCP for that Type does not at
least equal or exceed the second lowest integral percentage point in the
Aircraft Type Concentration Range (“ATCR”) for those Types which have an ATCR,
or the related Aircraft Type Concentration Limit for those Types which do not
have an ATCR, there is no adjustment; and


 


9

















 


(b)           for Types which have an ATCR, (i) if
the ATCP at least equals or exceeds the second lowest integral percentage point
in the ATCR but does not equal or exceed the next highest integral percentage
point within the ATCR, the applicable Base Advance Rate will decrease by 0.60
percentage points so long as Critical Mass does not exist, or by 0.40
percentage points while Critical Mass exists, and (ii) for each additional
integral percentage point within the ATCR that the ATCP equals or exceeds, the
applicable Base Advance Rate will decrease by an additional 0.60 percentage
points while Critical Mass does not exist, or by an additional 0.40 percentage
points while Critical Mass exists, and


 


(c)           for all Types, to the extent the ATCP
exceeds the relevant Aircraft Type Concentration Limit (which is the highest
percentage point in the ATCR for Types which have an ATCR), the Adjusted
Borrowing Value attributable to Aircraft of such Type that is used in
calculating any Borrowing Base will be reduced to the highest amount which, if
used in the calculation of ATCP, would not cause such an excess.


 


“Allocable Advance Amount” means,
with respect to any Aircraft and as of any date of determination, an amount
equal to the product of (i) the Outstanding Principal Amount as of such date
and (ii) a fraction, the numerator of which is equal to the Adjusted Borrowing
Value of such Aircraft as of such date and the denominator of which is equal to
the sum of the Adjusted Borrowing Values of all Aircraft in the Borrower’s
Portfolio at such time.


 


“Alternate Base Rate” means, as of
any date, a fluctuating rate of interest per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the rate
of interest established by UBS AG Stamford Branch as its corporate base rate
(such rate not necessarily being the lowest or best rate charged by UBS AG
Stamford Branch) as of such date of determination and (b) the Federal Funds
Rate most recently determined by the UBS Funding Agent plus 0.50% per annum.


 


“Amendments” has the meaning set
forth in Section 7.1A(a)(v).


 


“Amortization Period” means the
period beginning on the Conversion Date and ending on the Stated Maturity Date.


 


“AMS AerCap” means AMS AerCap B.V.


 


“ANA” means All Nippon Airways Co.
Ltd., a company organized under the law of Japan.


 


“ANA Aircraft” means the Airbus
A321-100 Aircraft bearing manufacturer’s serial number 0802.


 


“ANA Beneficial Ownership Structure”
means the beneficial ownership of the ANA Aircraft by Opal by means of its
ability to purchase the ANA Aircraft from Tateha for $1.00 under the Tateha
Sale and Conditional Purchase Agreement.


 


“ANA Sublease” means the Aircraft
Sublease Agreement dated September 26, 2002 between Tombo, as lessor, and ANA,
as lessee, covering the leasing of the ANA Aircraft, as the 


 


10

















 


same may be amended, modified or supplemented
from time to time pursuant to the terms thereof.


 


“Anti-Terrorism Laws” has the
meaning set forth in Section 9.21.


 


“Applicable Carrier” means, as of
any date, with respect to any Aircraft, the Eligible Carrier that is leasing
such Aircraft from the applicable Aircraft Owning Entity or an Applicable
Intermediary, on such date.


 


“Applicable Class A Margin” has
the meaning set forth in the Fee Letter.


 


“Applicable Class B Margin” has
the meaning set forth in the Fee Letter.


 


“Applicable Foreign Aviation Law”
means, with respect to any Aircraft, any applicable law, rule or regulation
(other than the FAA Act) of any Government Entity of any jurisdiction not included
in the United States, governing the registration, ownership, operation, or
leasing of all or any part of such Aircraft, or the creation, recordation,
maintenance, perfection or priority of Liens on all or any part of such
Aircraft.


 


“Applicable Foreign Government Entity”
means, with respect to any Aircraft, any Government Entity that administers an
Applicable Foreign Aviation Law.


 


“Applicable Initial Appraised Base
Value” means, with respect to any individual Aircraft,


 


(a)           If an initial Advance was or is being
made in respect of such Aircraft but no Improvement Advance has been made in
respect thereof, the Applicable Initial Appraised Base Value for such Aircraft
shall be equal to the Base Value of such Aircraft set forth in its Initial Base
Value Appraisal; and


 


(b)           If an Improvement Advance was or is
being made in respect of such Aircraft, the Applicable Initial Appraised Base
Value for such Aircraft shall be equal to the Base Value of such Aircraft set
forth in its Improvement Base Value Appraisal.


 


“Applicable Initial Appraised Current
Market Value” means, with respect to any individual Aircraft,


 


(a)           If an initial Advance was or is being
made in respect of such Aircraft but no Improvement Advance has been or is
being made in respect thereof, the Applicable Initial Appraised Current Market
Value for such Aircraft shall be equal to the Current Market Value of such
Aircraft set forth in its Initial Current Market Value Appraisal; and


 


(b)           If an Improvement Advance was or is
being made in respect of such Aircraft, the Applicable Initial Appraised
Current Market Value for such Aircraft shall be equal to the Current Market
Value of such Aircraft set forth in the Improvement Current Market Value
Appraisal.


 


“Applicable
Initial Book Value” means, with respect to any individual Aircraft,


 


11

















 


(a)           If an initial Advance was or is being
made in respect of such Aircraft but no Improvement Advance has been or is
being made in respect thereof, the Applicable Initial Book Value for such
Aircraft shall be equal to the Book Value of such Aircraft as of the date on
which the initial Advance with respect to such Aircraft was made hereunder; and


 


(b)           If an Improvement Advance was or is
being made in respect of such Aircraft, the Applicable Initial Book Value for
such Aircraft shall be equal to the sum of (i) the amount of Approved Asset
Improvement Cost for such Aircraft, plus (ii) the Adjusted Book Value of such
Aircraft as of the date such Approved Asset Improvement Costs are incurred,
determined using clause (a) immediately above as the Applicable Initial Book
Value.


 


“Applicable Intermediary” means,
with respect to any Aircraft, the Eligible Intermediary that has leased such
Aircraft from the applicable Aircraft Owning Entity or Owner Trustee, and has
subleased such Aircraft to an Applicable Carrier.


 


“Applicable Margin” means, as the
context may require, the Applicable Class A Margin and the Applicable Class B
Margin, or any of them.


 


“Applicable Useful Life” means, in
connection with calculating depreciation of an Aircraft, (a) prior to the
Freighter Conversion Effective Date for such Aircraft, if ever applicable, 300
months, and (b) if such Aircraft has been subjected to a Freighter Conversion,
following the Freighter Conversion Effective Date, 180 months.


 


“Approved Appraiser” means any
commercial aircraft appraiser which is reasonably acceptable to the
Administrative Agent, it being understood that as of the Closing Date and the
date of any Initial Base Value Appraisal or Initial Current Market Value
Appraisal applicable to an Initial Financed Aircraft, Airclaims Limited is an
Approved Appraiser.


 


“Approved Asset Improvement”
means, in respect of an Aircraft in the Borrower’s Portfolio against which an
Advance has been previously made, the Borrower’s procurement (using funds
derived from advances made to it under the AerCap Liquidity Facility, the
AerCap Sub Notes, and/or retained cash flow distributed to it pursuant to the
Flow of Funds) of a Freighter Conversion of such Aircraft, or another
value-enhancing improvement or upgrade as to such Aircraft (including but not
limited to airframe heavy checks, engine refurbishment, landing gear overhaul,
APU overhaul, and aircraft reconfiguration).


 


“Approved Asset Improvement Cost”
means the amount of the Borrower’s (or applicable Borrower Subsidiary’s) cost
for an Approved Asset Improvement, following (as applicable) the Freighter
Conversion Effective Date or Other Improvement Effective Date in respect of
such Approved Asset Improvement, and the Borrower’s procurement and delivery to
the Administrative Agent of an Improvement Base Value Appraisal and Improvement
Current Market Value Appraisal of the related Aircraft.


 


“Approved Country List” means the
list of countries set forth on Schedule IV attached hereto, as such list
may be modified and supplemented from time to time in accordance with the 


 


12

















 


following provisions (it being understood that
no country which is a Prohibited Country shall be on the Approved Country
List):


 


(a)           if the Administrative Agent advises
the Borrower in writing of (i) a change in law or regulation or in the
interpretation thereof by a Government Entity after the Original Closing Date,
or (ii) the implementation or initial application by a Government Entity after
the Original Closing Date of law or regulation in a particular country then on
the Approved Country List, that in either case, in the good faith, reasonable
judgment of the Administrative Agent makes the financing of Aircraft registered
in such country or leased by a Lessee organized under the laws of or domiciled
in such country, subject to a material increase in legal risk as to creditor’s
or lessor’s rights, rights of repossession or enforcement, or other material
legal risks making it undesirable for a lender to finance such Aircraft (any of
the foregoing, an “Adverse Legal Risk Change”), then the Approved
Country List shall upon delivery of such written advice be deemed amended and
changed to remove such adversely affected country, provided, that no
such removal shall be effective as to any Additional Advance for an
Additionally Financed Aircraft related to the affected jurisdiction that occurs
within 30 days of the delivery of such written advice, unless such Adverse
Legal Risk Change itself occurred within such 30 day period; and


 


(b)           with respect to (i) any adversely
affected country described in clause (a) above which has been removed from the
Approved Country List, or (ii) any other country which is otherwise not on the
current Approved Country List, the Borrower may nonetheless provide that such
country be treated for all purposes hereunder as if it were named on the list
by either (1) obtaining the written agreement of the Administrative Agent to so
treat such country as if on the list (or to actually add the country to an
amended version of such list, if mutually agreed with the Borrower), or (2)
procuring and maintaining Political Risk/Repossession Insurance in respect of
Aircraft either registered in such country or that are leased under a Lease
with a Lessee domiciled in or organized under the laws of such country (or
both, if such is the case), in an amount not less than the Required Coverage
Amount; and


 


(c)           any country that has become or becomes
a “contracting state” by ratification/accession to the Cape Town Convention and
related Aviation Protocol shall be deemed automatically added to the Approved
Country List at the time it becomes such a contracting state.


 


“Approved Restructuring” means a
series of transactions (including the making of intercompany loans and capital
contributions, share issuances, share redemptions (which may occur at a
premium) and the amendment of the Operating Documents of certain Borrower
Subsidiaries to permit such capital contributions, share issuances and share
redemptions (which may occur at a premium)) that may occur over a period of
time, to transfer the Borrower’s ownership interests in certain Borrower
Subsidiaries to one or more newly formed Borrower Subsidiaries (each such newly
formed Borrower Subsidiary, a “Holdco Subsidiary”) each of which shall
(i) be wholly owned by the Borrower, (ii) otherwise meet all requirements for
all other Borrower Subsidiaries under the Credit Agreement, (iii) become a party
to the Security Trust Agreement and, pursuant 


 


13

















 


to the terms thereof, pledge its ownership
interests in each of the Borrower Subsidiaries that it owns and (iv) have its
ownership interests pledged by the Borrower pursuant to the terms of the
Security Trust Agreement; provided, that, the Administrative Agent shall
have received one or more Opinions of Counsel with respect to such transactions
addressing substantive consolidation and compliance with Irish corporate law.


 


“Assignment and Assumption” means
an assignment and assumption agreement entered into by a Lender and an assignee
of such Lender and acknowledged and agreed to by the related Funding Agent,
and, if the assignee thereunder is not an Eligible Assignee and such assignment
and assumption agreement is executed prior to the occurrence of an Event of
Default, acknowledged and agreed to by the Borrower, substantially in the form
of Exhibit C hereto.


 


“Available Collections” means in
respect of any Payment Date, all Collections on deposit in the Collection
Account as of the last day of the calendar month preceding such Payment Date; provided, that with respect to Leases with
rental payments payable by the Lessee less frequently than monthly that are deposited
therein during such calendar month, a pro
rata portion (based on the frequency of payment in months) of such
rental payments that have been so received and are held in the Collection
Account will be treated as Available Collections received during that and each
succeeding calendar month, and in each case applied on the related Payment Date
pursuant to the Flow of Funds, with the balance not so applied on a Payment
Date being retained in the Collection Account for pro rata application on future monthly Payment Dates as
aforesaid.


 


“Base Advance Rate” means any of
the percentages set forth on Table 2 of Appendix I for each Type of Aircraft
listed on such Table 2, under the headings “Class A Advance Rate before
Critical Mass”, “Class A Advance Rate after Critical Mass”, “Class B Advance
Rate before Critical Mass”, or “Class B Advance Rate after Critical Mass”, as
applicable.


 


“Base Value” means, with respect
to any Aircraft and the definitions of Initial Base Value Appraisal and
Improvement Base Value Appraisal used herein, the “Base Value” of such Aircraft
which, in any case, represents an appraiser’s opinion of the underlying
economic value of an aircraft in an open, unrestricted, stable market
environment with a reasonable balance of supply and demand, and assumes full
consideration of its “highest and best use”, founded in the historical trend of
values and in the projection of future value trends and presuming an arm’s
length, cash transaction between willing, able and knowledge parties acting
prudently, with an absence of duress and with a reasonable period of time
available for marketing.


 


“Board of Directors” means, with
respect to any Person, (i) in the case of any corporation, the board of
directors of such person, (ii) in the case of any limited liability company,
the board of managers of such person, (iii) in the case of any limited
partnership with a corporate general partner, the Board of Directors of the
general partner of such person and (iv) in any other case, the functional
equivalent of the foregoing.


 


“Book Value” means with respect to
an Aircraft, (a) if such Aircraft or related Aircraft Owning Entity was
purchased by AerCap not earlier than 45 days prior to its related Initial
Advance Date or Additional Advance Date, as applicable, an amount equal to the
cash purchase price of such Aircraft (or related Aircraft Owning Entity), or
(b) if such Aircraft or Aircraft Owning Entity was purchased by AerCap more
than 45 days prior to its related Initial Advance 


 


14

















 


Date or Additional Advance Date, as applicable,
an amount equal to the net book value for such asset as such value would be
carried on the records of AerCap Group, consistent with GAAP, at the time of
the related Initial Advance Date or Additional Advance Date, as applicable.


 


“Borrower” has the meaning set
forth in the Preamble.


 


“Borrower Acquisition” has the
meaning set forth in Section 10.30(a).


 


“Borrower Acquisition Documents”
means, in respect of any Funded Aircraft, the documents executed in connection
with a Borrower Acquisition thereof, including without limitation, any related
Aircraft Acquisition Document and the AerCap-Borrower Purchase Agreement.


 


“Borrower Collateral” has the
meaning set forth for the term “Collateral” as defined in the Security Trust
Agreement.


 


“Borrower Expenses” means, for
purposes of the use of such term in the Flow of Funds, Aircraft Asset Expenses,
Operating Expenses and Related Expenses; provided that Borrower Expenses
as used in the Flow of Funds shall not include (a) Borrower Income Tax Expenses
(to the extent a separate allocation is provided therefor in the Flow of
Funds), (b) expenses that have been or are properly payable or reimbursable
with funds withdrawn from the Maintenance Reserve Account or the Security
Deposit Account, or with the application of funds received from an insurance
payment or other third party payment relating to casualty or condemnation (and
in either such case such funds are actually available to the Borrower for such
purposes and, for the avoidance of doubt, such expenses shall be Borrower
Expenses to the extent such funds are not actually available to the Borrower
for such purpose), (c) any expenses and costs attributable to Approved Asset
Improvements, which costs (assuming satisfaction of all applicable conditions
precedent and other requirements of this Agreement) could properly be the
subject of reimbursement through an Improvement Advance, or (d) Overhead
Expenses (as defined in the Servicing Agreement).


 


“Borrower Income Tax Expenses”
means, for purposes of the use of such term in the Flow of Funds, Taxes based
upon, attributable to or otherwise determinable by relation to income or net
income of the Borrower or any Borrower Group Member.


 


“Borrower Funding Account” means
an account (number 51948) in the name of the Borrower and maintained with the
Account Bank.


 


“Borrower Group Member” means the
Borrower or a Borrower Subsidiary.


 


“Borrower’s Portfolio” means, when
used with respect to Aircraft, all Aircraft then Owned directly or indirectly
by any Borrower Group Member or Owner Trust.


 


“Borrower Subsidiary” means any direct or
indirect Subsidiary of the Borrower (including, without limitation, any Holdco
Subsidiary), each of which shall be reasonably satisfactory to the
Administrative Agent, including, without limitation, any Aircraft Owning
Entity, any Owner Participant, and any Applicable Intermediary.


 


15

















 


“Borrowing Base” means any of the
Class A Borrowing Base or the Class B Borrowing Base, as applicable.


 


“Borrowing Base Deficiency” means
any of a Class A Borrowing Base Deficiency or Class B Borrowing Base
Deficiency.


 


“Business Day” means any day on
which commercial banks in New York, New York or Amsterdam, The Netherlands are
not authorized or required to be closed, and in the case of the use of such
term in connection with Advances bearing or to bear interest based on the
Eurodollar Rate, on which dealings are carried on in the London interbank
eurodollar market.


 


“Cape Town Convention” means,
collectively, the official English language texts of the Convention on
International Interests in Mobile Equipment and the protocol to the Convention
on International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape
Town, South Africa.


 


“Cash Management Agreement” means
the Cash Management Agreement, dated as of April 26, 2006, among the Cash
Manager, the Collateral Agent, the Borrower, the Aircraft Owning Entities, the
Owner Participants, the Applicable Intermediaries and the Administrative Agent,
substantially in the form of Exhibit F hereto, as the same may be
amended, modified and/or restated from time to time pursuant to the terms
thereof.


 


“Cash Manager” has the meaning set
forth in the Preamble.


 


“Category” means any of the
categories designated “1”, “2” or “3” listed next to the Types of Aircraft set
forth on Table 1 of Appendix I hereto. “Category 1 Aircraft”, “Category 2
Aircraft” and “Category 3 Aircraft” each have a correlative meaning.


 


“Category 1 Percentage” means, as
of any date of determination, the percentage represented by the quotient of the
Adjusted Borrowing Value of Funded Aircraft constituting Category 1 Aircraft as
of such date, divided by the aggregate Adjusted Borrowing Value of all Funded
Aircraft as of such date.


 


“Chattel Paper Original” means, when used
in the provisions of Article VII in connection with delivery requirements and
in related provisions in Article X, that the applicable original Lease and any
related lease amendment or supplement being delivered shall have been
designated the sole original copy thereof by the applicable Lessor (1) adding
substantially the following language to the cover page of such Lease: “To the
extent, if any, that this Lease Agreement or any lease amendment or supplement
hereunder constitutes chattel paper (as such term is defined in the Uniform
Commercial Code as in effect in any applicable jurisdiction), this copy shall
constitute the sole original thereof and no security interest in this Lease
Agreement or lease amendment or supplement may be created through the transfer
or possession of any counterpart other than this counterpart”; and (2) marking
each other original executed counterpart of such Lease Agreement or lease
amendment or supplement in its possession with the words “DUPLICATE ORIGINAL.”


 


16

















 


“Class A Advance Rate” means, for
each Aircraft of a particular Type as of any date of determination, the
applicable Base Advance Rate (whether before or after Critical Mass exists), as
adjusted by each applicable Advance Rate Adjustment.


 


“Class A Advances” has the meaning
set forth in Section 2.1(d).


 


“Class
A Advances Limit” means $830,000,000.


 


“Class A Borrowing Base” means, as
of any date of determination, the amount equal to (a) the aggregate sum of the
products of (x) the applicable Class A Advance Rate for each Aircraft then in
the Borrower’s Portfolio, and (y) the Adjusted Borrowing Value of such Aircraft
as of such date, plus (b) the portion allocable to Class A Advances, of
unreleased Advance proceeds held in the Borrower Funding Account pending
release to the Borrower during the Holding Period, or repayment to the Lenders immediately
following the Holding Period.


 


“Class A Borrowing Base Deficiency”
means, as of any Payment Date, the amount by which the Outstanding Class A
Principal Amount on such Payment Date exceeds the Class A Borrowing Base on
such Payment Date.


 


“Class A Commitment Fee” has the
meaning set forth in the Fee Letter.


 


“Class A Funding Agent” means the
UBS Funding Agent and each Other Funding Agent of an Other Funding Group
funding Class A Advances hereunder.


 


“Class A Funding Group” means the
UBS Funding Group and each Other Funding Group funding Class A Advances
hereunder.


 


“Class A Funding Group Limit”
means the sum of the UBS Funding Group Limit and each Other Funding Group Limit
of a Funding Group funding Class A Advances.


 


“Class A Lenders” has the meaning
set forth in the Preamble.


 


“Class A Majority Lenders” means,
at any time, Class A Lenders which have advanced more than 50% of the
Outstanding Class A Principal Amount.


 


“Class A Scheduled Principal Payments”
has the meaning set forth in Section 8.1(e).


 


“Class B Advance Rate” means, for
each Aircraft of a particular Type as of any date of determination, the
applicable Base Advance Rate (whether before or after Critical Mass exists), as
adjusted by each applicable Advance Rate Adjustment.


 


“Class B Advances” has the meaning
set forth in Section 2.1(e).


 


“Class
B Advances Limit” means $170,000,000.


 


“Class B Borrowing Base” means, as
of any date of determination, the amount equal to (a) the aggregate sum of the
products of (x) the applicable Class B Advance Rate for each Aircraft then in
the Borrower’s Portfolio, and (y) the Adjusted Borrowing Value of such Aircraft



 


17

















 


as of such date, plus (b) the amount on deposit
in the Liquidity Reserve Account as of such date, after taking into account any
funds proposed to be released therefrom on such date of determination (and,
with respect to determinations of the Class B Borrowing Base as of any date
that a Class B Advance is being made hereunder, giving effect to any amounts to
be deposited into such Liquidity Reserve Account funded with the proceeds of
Class B Advances on such date), plus (c) the portion allocable to Class B
Advances, of unreleased Advance proceeds held in the Borrower Funding Account
pending release to the Borrower during the Holding Period, or repayment to the
Lenders immediately following the Holding Period.


 


“Class B Borrowing Base Deficiency”
means, as of any Payment Date, the amount by which the Outstanding Class B
Principal Amount on such Payment Date exceeds the Class B Borrowing Base less
the Class A Borrowing Base on such Payment Date.


 


“Class B Commitment Fee” has the
meaning set forth in the Fee Letter.


 


“Class B Funding Agent” means the
UBS Funding Agent and each Other Funding Agent of an Other Funding Group
funding Class B Advances hereunder.


 


“Class B Funding Group” means the
UBS Funding Group and each Other Funding Group funding Class B Advances
hereunder.


 


“Class B Funding Group Limit”
means the sum of the UBS Funding Group Limit with respect to Class B Advances
and each Other Funding Group Limit of a Funding Group funding Class B Advances.


 


“Class B Lenders” has the meaning
set forth in the Preamble.


 


“Class B Majority Lenders” means
at any time Class B Lenders who advanced more than 50% of the Outstanding Class
B Principal Amount.


 


“Class B Scheduled Principal Payments”
has the meaning set forth in Section 8.1(e).


 


“Class Majority Lenders” means, at
any time, Class A Lenders and Class B Lenders, taken as a whole, which have
advanced more than 50% of the sum of (i) the Outstanding Class A Principal
Amount and (ii) the Outstanding Class B Principal Amount.


 


“Closing Date” means May 8, 2007.


 


“Closing Date ABS Transaction” has
the meaning set forth in the Preamble.


 


“Code” means the Internal Revenue
Code of 1986, as amended from time to time, and the regulations promulgated
thereunder. Section references to the Code are to the Code as in effect at the
date of this Agreement and any subsequent provisions of the Code amendatory
thereof, supplemental thereto or substituted therefor.


 


“Collateral” has the meaning set forth in
the Security Trust Agreement.


 


18

















 


“Collateral Agent” means, for
purposes of this Agreement and the other Transaction Documents and any related
agreements or instruments, Deutsche Bank Trust Company Americas in its capacity
as collateral agent under the Security Trust Agreement, together with any of
its permitted successors and assigns.


 


“Collateral Agent Fees and Expenses”
means the fees and expenses payable to the Collateral Agent and Account Bank
pursuant to this Agreement or the Security Trust Agreement together with any
other fees, payments and amounts owed to the Collateral Agent or the Account
Bank under the Security Trust Agreement or this Agreement, including, without
limitation, amounts payable pursuant to any indemnification provisions
thereunder


 


“Collection Account” means the
Collection Trust Account together with the Collection DDA Account (it being
understood that any provision herein providing for or requiring a deposit of
funds to the Collection Account shall be deemed to refer to a deposit to the
Collection DDA Account, with all amounts on deposit in the Collection DDA
Account to be automatically transferred on a daily basis to the Collection
Trust Account).


 


“Collection DDA Account” means an
account (number 01-474-339) in the name of the Borrower and maintained with the
Account Bank.


 


“Collection Trust Account” means
an account (number 51944) in the name of the Borrower and maintained with the
Account Bank.


 


“Collections” means (i) any and
all rent or lease payments, fees, and other income or payments in respect of
any and all Aircraft due or collected under the Leases of such Aircraft
excluding Maintenance Reserve payments and Security Deposit payments made by
the applicable lessees, (ii) any and all proceeds from the sale, transfer,
assignment or other disposition of any Aircraft, (iii) the portion of Security
Deposits applied against rent or lease payments, (iv) any and all payments
received by the Borrower as indemnification payments in respect of (A) any
Aircraft Assets or (B) any Aircraft Owning Entity, Owner Participant or other
Borrower Subsidiary, pursuant to the AerCap-Borrower Purchase Agreement, an Aircraft
Acquisition Document or otherwise, (v) any proceeds from any guarantees,
letters of credit or similar arrangements related to any and all Leases with
respect to any and all Aircraft supporting the obligations described in clauses
(i) through (iv) above, (vi) payments received by the Borrower under any Hedge
Agreement, (vii) the amount of any Servicer Advances funded by the Servicer
into the Collection Account, and (viii) any proceeds from any insurance (other
than liability insurance) with respect to any and all Aircraft; provided,
that Collections shall not include any Excluded Payments.


 


“Communications” has the meaning
set forth in Section 17.3(c).


 


“Conduit Lender” means any Other
Conduit.


 


“Contingent Policy” means (i) the
insurance policy MK 51244 provided by Willis Limited for the benefit of the
Borrower as in effect on the Original Closing Date, in the form provided and
certified as a true and correct copy by the Borrower to the Administrative
Agent for review prior to the Original Closing Date, with such amendments,
addendums, endorsements, 


 


19

















 


extensions or replacements as may have been
entered into consistent with the provisions of Section 10.34 hereof, or
(ii) one or more aviation hull, liability and/or other insurance policies in
replacement of the foregoing as the Administrative Agent shall have reasonably
approved.


 


“Contingent Liabilities” means,
with respect to any Person, (a) any agreement, undertaking or arrangement by
which such Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person
(the amount of obligation under any Contingent Liabilities shall be deemed to
be the maximum outstanding amount of the debt, obligation or other liability
guaranteed) and/or (b) liabilities that are contingent in nature which would be
included as liabilities on the face of the balance sheet of such Person in
accordance with GAAP.


 


“Control” shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms “Controlling”
and “Controlled” and “Controlled by” shall have meanings correlative thereto.


 


“Conversion Date” means the first
Business Day that is on or after the third anniversary of the Closing Date; provided,
that if an Event of Default or an Early Amortization Event occurs prior to the
then scheduled Conversion Date, the Conversion Date shall be accelerated to the
date on which such Event of Default or Early Amortization Event shall occur.


 


“Country/Region Concentration”
means, for Aircraft within the Borrower’s Portfolio that are subject to a
Lease, and for any date of determination, the Facility Limit Percentage of all
Aircraft in the Borrower’s Portfolio that are under Lease to a Lessee within a
specified Lessee Location (or an Affiliate thereof).


 


“Country/Region Concentration Limits”
means, for Aircraft within the Borrower’s Portfolio which are subject to a
Lease, the percentage assigned for each particular category of Lessee Location
as set forth in the table on Appendix I hereto headed “Geographical
Diversification”.


 


“Credit Documents” means this
Credit Agreement, any Notes, the Fee Letter, the AerCap-Borrower Purchase
Agreement, the Deed of Tax Indemnity, each Service Provider Agreement, the
Indemnification Agreement, the Purchase Agreement Guaranty, the Security Trust
Agreement, the Irish Pledges, the Syndication Cooperation Agreement, the Pledge
of Borrower Equity, the Expenses Apportionment Agreement, and any Hedge
Agreement.


 


“Credit Parties” has the meaning
set forth in Section 17.4.


 


“Critical Mass” means as of any date of
determination, the existence of an Outstanding Principal Amount that is secured
by not less than $300,000,000 in Adjusted Borrowing Value of Funded Aircraft in
the Borrower’s Portfolio as of such date.


 


20

















 


“Critical Mass Advance Rate Adjustment”
means any change within the Base Advance Rates set forth on Table 2 of Appendix
I hereto, that occurs as a result of the existence of Critical Mass, as noted
in the Advance Rate columns set forth within such Table 2 by the designations “before
Critical Mass” and “after Critical Mass”.


 


“Critical Mass Event Advance”
means an Additional Advance following the initial existence of Critical Mass,
not constituting an Improvement Advance or for the purpose of financing the
acquisition of an Additional Aircraft into the Borrower’s Portfolio, but
utilizing any increase in availability of Advances due to an increase in
Adjusted Borrowing Values attributable to a Critical Mass Advance Rate
Adjustment.


 


“Current Market Value” means, with
respect to an Aircraft and in connection with the definitions of Initial
Current Market Value Appraisal and Improvement Current Market Value Appraisal
herein, the amount, expressed in terms of currency, that may reasonably be
expected for property exchanged between a willing buyer and a willing seller
with equity to both, neither under any compulsion to buy or sell and both fully
aware of all relevant, reasonably ascertainable facts.


 


“Deed of Tax Indemnity” means the
Deed, dated 26 April 2006, between AerCap and the Borrower, relating to the
AerCap-Borrower Purchase Agreement.


 


“Default” means any event that, if
it continues uncured, will, with lapse of time or the giving of notice or both,
constitute an Event of Default.


 


“Default Rate” means, with respect
to any Advance (or portion thereof) on any date of determination, a rate per
annum equal to the Lender Rate that would otherwise be in effect with
respect to such Advance as of such date of determination plus 2%.


 


“Determination Date” means, with
respect to any Payment Date, the third Business Day immediately preceding such
Payment Date.


 


“Dollar(s)” and the sign “$”
mean lawful money of the United States of America.


 


“Early
Amortization Event” means any of the following events:


 


(a)      the
occurrence of a Servicer Termination Event; or


 


(b)      any
Borrowing Base Deficiency exists as of any Payment Date and is not cured with a
payment by the Borrower within five Business Days of such Payment Date.


 


“Effectively Bonded” means, when
such term is used in connection with a judgment or order for the payment of
money, that (A) (x) 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 (y) 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 (B) cash collateral has been posted, in a manner 


 


21

















 


reasonably satisfactory to the Administrative
Agent, in an amount sufficient to discharge the applicable judgment or Lien.


 


“Eligible
Aircraft” means any Aircraft that satisfies each of the following
requirements:


 


(a)           (i) such Aircraft (immediately after
giving effect to the related purchase by a Borrower Group Member pursuant to
the AerCap-Borrower Purchase Agreement and thereafter) is Owned by an Aircraft
Owning Entity (or, in the case of the ANA Aircraft, Tateha), (ii) such
Ownership is free and clear of any Adverse Claim, and (iii) the Equity Interest
with respect to the Aircraft Owning Entity that owns such Aircraft (immediately
after giving effect to the related purchase by the Borrower under the
AerCap-Borrower Purchase Agreement and thereafter) is owned, directly or
indirectly, by the Borrower free and clear of any Adverse Claim;


 


(b)           such Aircraft is of a Type set forth
on Table 1 to Appendix I hereto;


 


(c)           such Aircraft (i) if under Lease, is
the subject of an Eligible Lease or (ii) if not the subject of an Eligible
Lease, is being (or, after acquisition of such Aircraft by a Borrower Group
Member, will be) serviced and managed, including as to efforts to currently, or
eventually after completion of any applicable maintenance and/or improvements,
market such Aircraft for placement under an Eligible Lease, in each case in
accordance with the requirements of the Servicing Agreement;


 


(d)           such Aircraft is covered by (A) all
of the insurance required to be provided by the lessee thereof described on
Schedule 2.02(a) to the Servicing Agreement or (B) if such Aircraft is not the
subject of an effective Lease, or the lessee with respect to such Aircraft has
failed to maintain the insurance described on Schedule 2.02(a) to the Servicing
Agreement with respect to such Aircraft (provided that the Servicer is taking
all actions necessary under the Servicer Standard of Performance in connection
with such lessee’s failure to obtain such insurance), the Contingent Policy;
and the Administrative Agent has received with respect to such Aircraft,
certificates of insurance from qualified brokers of aircraft insurance or other
evidence reasonably satisfactory to the Administrative Agent, evidencing all
such insurance, in each case, together with all endorsements required under the
Transaction Documents and/or the applicable Notice and Acknowledgment;


 


(e)           neither the Aircraft Owning Entity,
nor, if applicable, the Owner Participant, the Applicable Intermediary or the
Owner Trustee, with respect to such Aircraft is organized under the laws of, or
domiciled in, any Prohibited Country, nor is the Aircraft registered in any
Prohibited Country;


 


(f)            the Collateral Agent (on behalf of
the Administrative Agent, the Funding Agents and the Lenders) has a duly
perfected, first priority Lien and security interest on (i) the Lease relating
to such Aircraft, as applicable and (ii) the Equity Interests of the Aircraft
Owning Entity which Owns such Aircraft and, if applicable, the Owner
Participant with respect to such Aircraft;


 


22

















 


(g)           the Administrative Agent has received
each of an Initial Base Value Appraisal and an Initial Current Market Value
Appraisal with respect to such Aircraft;


 


(h)           no Event of Loss has occurred with
respect to such Aircraft; and


 


(i)            at the time of its addition to the
Borrower’s Portfolio as a Funded Aircraft, its Aircraft Age does not exceed the
Aircraft Age Limit for Aircraft of that Type.


 


In addition, (A) if the provisions of
clause (b)(2) of the definition of Approved Country List apply to a country, an
Aircraft otherwise constituting an Eligible Aircraft under this definition that
is registered in such country, or leased by a Lessee organized under the laws
of or domiciled in such country, shall cease to be an Eligible Aircraft if the
Borrower fails to maintain the Required Coverage Amount for such country as
contemplated in Section 10.34(d) and such failure is not remedied within
30 days, and (B) the ANA Aircraft shall cease to be an Eligible Aircraft if
Tateha receives a conveyance of or acquires any additional aircraft following
the Closing Date, unless the Administrative Agent shall have otherwise
consented in its sole discretion.


 


“Eligible Assignee” has the
meaning assigned such term in Section 15.1.


 


“Eligible
Carrier” means any air carrier


 


(a)           that
is duly licensed to carry passengers or cargo (as such may be contemplated
under the Lease related to the applicable Aircraft) under all Requirements of
Law, whether foreign or domestic, 


 


(b)           that is not organized under the laws
of, or domiciled in, any Prohibited Country,


 


(c)           that
is organized under the laws of or domiciled in a country or jurisdiction whose
laws provide for (x) the recognition of the rights of the relevant Aircraft
Owning Entity (and any relevant Applicable Intermediary), as owner and lessor
of such Aircraft, and (y) the entitlement or ability of such Aircraft Owning
Entity (and any relevant Applicable Intermediary) to recover possession of such
Aircraft in accordance with the terms of such Lease, and


 


(d)           that,
on the date that the Aircraft becomes a Funded Aircraft within the Borrower’s
Portfolio under Lease to such air carrier or, if later, on the date that the
Lease of the Aircraft to such air carrier commences, has had no continuing
Event of Bankruptcy occur with respect to such air carrier unless (i) in the
case of a Lease to a carrier domiciled in or organized under the laws of the
United States, each Aircraft Owning Entity leasing any Aircraft to such air
carrier is entitled, pursuant to an order of the relevant bankruptcy court or
under the relevant bankruptcy or insolvency law, to enforce such Aircraft
Owning Entity’s rights against such air carrier, including, without limitation,
the right to require the performance of such air carrier’s obligations under
such Lease or the return of such Aircraft during such air carrier’s bankruptcy
or insolvency, and (ii) in the case of a Lease to a carrier domiciled in or
organized under the 


 


23

















 


laws
of a jurisdiction other than the United States, either (x) the Servicer has
received, and found satisfactory, legal advice from Local Aircraft Counsel to
the effect that the country in which such air carrier is organized has laws,
with respect to bankruptcy, insolvency, protection of creditors, administration
of receivership or reorganization applicable to such air carrier that provide
for the entitlement or ability of such Aircraft Owning Entity (and any relevant
Applicable Intermediary) to recover possession of such Aircraft in accordance
with the terms of such Lease irrespective of such Event of Bankruptcy, or (y) the
Administrative Agent has otherwise approved the entering into of such Lease.


 


“Eligible Counterparty” means, in
respect of any Hedge Agreement with the Borrower, a counterparty that, at the
time of execution and delivery of the related Hedge Agreement, (a) has a long
term unsecured debt rating of at least A from Standard & Poor’s or A2 from
Moody’s, and has a short-term unsecured debt rating of a least A-1 from
Standard & Poor’s or “P-1” from Moody’s, or (b) has otherwise been approved
by the Borrower and the Lenders.


 


“Eligible Hedge Agreement” means
an ISDA interest rate swap or cap agreement, collar or other interest rate
hedging instrument between the Borrower and the Eligible Counterparty named
therein, including any schedules and confirmations prepared and delivered in
connection therewith, pursuant to which the Borrower will receive payments
from, or make payments to, the Eligible Counterparty as provided therein, and
which (a) limits recourse by the Eligible Counterparty to the Borrower, to distributions
in accordance with the Flow of Funds, (b) provides that the counterparty on
such Hedge Agreement provide collateral for its obligations upon a downgrade of
its credit rating, and (c) is otherwise consistent with the requirements of Section
10.32 hereof.


 


“Eligible Intermediary” means,
with respect to any Aircraft, a Person that is a direct or indirect,
wholly-owned subsidiary of the Borrower.


 


“Eligible Investments” means
book-entry securities entered on the books of the registrar of such securities
and held in the name or on behalf of the Account Bank, negotiable instruments,
or securities represented by instruments in bearer or registered form
(registered in the name of the Account Bank or its nominee) which evidence:


 


(a)           readily marketable direct obligations
of the Government of the United States or any agency or instrumentality thereof
or obligations unconditionally guaranteed by the full faith and credit of the
United States;


 


(b)           insured demand deposits, time
deposits or certificates of deposit of any commercial bank that (i) is a member
of the Federal Reserve System, (ii) issues (or the parent of which issues)
commercial paper rated, at the time of the investment or contractual commitment
to invest therein, as described in clause (d), (iii) is organized under the
laws of the United States or any state thereof and (iv) has combined capital
and surplus of at least $500,000,000;


 


(c)           money market deposit accounts, time
deposits or savings deposits, in each case as defined by Regulation D of the
Board of Governors of the Federal Reserve


 


24

















 


System and issued or offered by
any domestic office of any commercial bank organized under the laws of the
United States of America or any state thereof, which institution has a combined
capital and surplus and undivided profits of not less than $250,000,000;


 


(d)           repurchase obligations with a term of
not more than ten days for underlying securities of the types described in
clauses (a) and (b) above entered into with any bank of the type described in
clause (b) above;


 


(e)           commercial paper having, at the time
of the investment or contractual commitment to invest therein, a short-term
rating of at least A-1/P-1 from Standard & Poor’s and Moody’s,
respectively;


 


(f)            investments in no-load money market
funds having a rating from each of Standard & Poor’s and Moody’s in its
highest investment category (including such funds for which the Account Bank or
any of its affiliates is investment manager or advisor); or


 


(g)           other securities or instruments
approved in writing by the Administrative Agent.


 


“Eligible Lease” means a
fully-executed, valid and enforceable Lease of an Eligible Aircraft, between an
Aircraft Owning Entity that Owns such Aircraft or any Applicable Intermediary,
as Lessor, and an Eligible Carrier, as Lessee, which Lease satisfies each of
the following requirements (unless the Administrative Agent otherwise consents
in writing):


 


(a)           no prepayment shall have been made
under such Lease, and no Lease payment obligation shall have been accelerated, provided
that it is understood that a scheduled rental payment that is paid at the
beginning of a rental period in accordance with the applicable Lease terms is
not deemed to be a prepayment;


 


(b)           the Administrative Agent shall have
received a Notice and Acknowledgment executed by the Lessee with respect to
such Lease;


 


(c)           rent or lease payments under such
Lease are payable no less frequently than semiannually;


 


(d)           all monetary obligations of the
Lessee pursuant to such Lease are payable solely in Dollars or Euros (and with
respect to Euros, subject to the restrictions of Section 10.32), and, in
the case of such obligations payable in Euros, a currency hedge agreement
reasonably satisfactory to the Administrative Agent is in effect with respect
to payments to be made under such Leases;


 


(e)           the Lessee has delivered to the
Lessor formal notice of such Lessee’s acceptance of the relevant Aircraft
executed at the time the term of such Lease commenced;


 


(f)            with respect to any Security Deposit
or Maintenance Reserve required of the Lessee under the Lease, if the Lease
provides for the Lessee to procure a letter of


 


25

















 


credit in lieu of cash funding
of such amounts, any such letter of credit that the Lessee has procured names
the Borrower and/or the applicable Aircraft Owning Entity as beneficiary;


 


(g)           the insurance required to be
maintained by the Lessee under the terms of such Lease together with the
insurance maintained under the Contingent Policy and any other insurance
maintained by a Borrower Group Member shall provide coverages, limits and other
terms with respect to the Aircraft that are in every respect the same in
substance as, or more favorable to the Administrative Agent and the Lenders
than, the applicable provisions of Annex 1 of the Servicing Agreement;


 


(h)           such Lease contains:


 


(i)            provisions requiring the Lessee not
to create any Lien in respect of such Aircraft or any part thereof except for
permitted liens consistent with Leasing Company Practice, including Liens not
affecting the applicable Aircraft Owning Entity’s Ownership interest in such
Aircraft or the use or operation of the Aircraft arising in the ordinary course
of such Lessee’s business;


 


(ii)           provisions prohibiting the Lessee
from flying or locating such Aircraft in any country in violation of applicable
Requirements of Law or any insurance coverage required to be maintained by the
Lessee;


 


(iii)          representations
and warranties as to, without limitation, the due execution of such Lease by
the Lessee and the validity of the Lessee’s obligations thereunder, due
authorization of such Lease and procurement of relevant licenses and permits in
connection therewith (or a legal opinion confirming such matters has been
delivered to the relevant Lessor on behalf of the Lessee);


 


(iv)          provisions stipulating that such Lease
will terminate (or such Lease is capable of being terminated) upon the
occurrence of an Event of Loss with respect to such Aircraft (other than with
respect to an engine) and the satisfaction of the Lessee’s obligations
thereunder;


 


(v)           provisions setting forth the
conditions under which the Lessor may terminate such Lease and repossess the
relevant Aircraft, at any time after the expiration of any agreed grace period
or remedy period, in each case consistent with Leasing Company Practice;


 


(vi)          provisions prohibiting the assignment
by the Lessee of any benefits or obligations under the Lease to any Person,
except (A) in the case of a merger, consolidation or transfer of all or
substantially all assets by the Lessee, provided the successor assumes all of
the Lessee’s obligations under the Lease, or (B) otherwise consistent with
Leasing Company Practice (provided,
that in respect of any assignment under this clause (B) exception that involves
an assumption of the existing Lessee’s obligations and a corresponding release
of the Lessee therefrom, the assuming lessee must be an Eligible Carrier);


 


26














 


(vii)         provisions
acknowledging that when the Lessee gives formal notice of acceptance of the
relevant Aircraft, it takes delivery of such Aircraft with no condition,
warranty or representation of any kind having been given by or on behalf of the
Lessor in respect of such Aircraft, except as to matters expressly set forth in
such Lease;


 


(viii)        provisions
stating that payments are to be made by the Lessee without set-off,
counterclaim, withholding or any similar reduction, in each case with
exceptions consistent with Leasing Company Practice;


 


(ix)           provisions requiring the Lessee to
maintain the relevant Aircraft in accordance with and pursuant to applicable
governmental and regulatory requirements, and consistent with Leasing Company
Practice;


 


(x)            provisions permitting the Lessee to
sublease the Aircraft only if the Lessee remains obligated to make payments on
such Lease, except as permitted under specific conditions included in a
Precedent Lease or with respect to specific classes of sublessees agreed by the
applicable Lessor consistent with Leasing Company Practice (and provided, that in respect of any sublease
under this exception, the sublessee must be an Eligible Carrier);


 


(xi)           provisions prohibiting the Lessee
from selling the Aircraft except upon exercise of a purchase option, any which
purchase option must be a Qualifying Purchase Option as of the applicable
Advance Date;


 


(xii)          provisions
making the Lessee’s obligation to make rental payments absolute and
unconditional under any and all circumstances and regardless of the occurrence
of any events, with only such exceptions as are consistent with Leasing Company
Practice;


 


(xiii)         provisions
requiring the Lessee to bear the cost of complying with all Lease covenants
including those pertaining to operation, insurance, maintenance and return,
except that the Lessor may agree in the Lease to a formula for sharing the cost
of compliance with airworthiness directives and manufacturer service bulletins,
and to other concessions in respect of such costs, in each case consistent with
Leasing Company Practice;


 


(xiv)        provisions
requiring the Lessee to maintain insurance with respect to the Aircraft,
consistent with Leasing Company Practice; and


 


(xv)         provisions
requiring the Lessee to redeliver the Aircraft, including, if applicable,
replacement engines and parts, on expiry or termination of the Lease (other
than any expiration or termination coincident with the purchase of the Aircraft
pursuant to the exercise of a purchase option by the Lessee), specifying the required
return condition and any obligation of the Lessee to remedy or compensate the
Aircraft Owning Entity that is the Lessor thereunder, directly or indirectly,
for any material deviations from such return condition, in each case 


 


27

















 


considering
the other terms of the relevant Lease and to the extent consistent with Leasing
Company Practice;


 


provided, however, that “Eligible Lease” also means,
individually and collectively, (x) a fully-executed lease by an Aircraft Owning
Entity (as Lessor) to an Applicable Intermediary (as Lessee) of an Aircraft,
which Lease satisfies each of the requirements for an “Eligible Lease” set
forth in clauses (a) through (h) above except that the Lessee is not an
Eligible Carrier, and (y) a fully-executed sublease by such Applicable
Intermediary (as sublessor) to an Eligible Carrier (as sublessee) of such
Aircraft, and which sublease satisfies all the requirements for an “Eligible
Lease” set forth in clauses (a) through (h) above, except that the sublessor is
such Applicable Intermediary and the Eligible Carrier is a sublessee.


 


In addition, if any Lessee of an Aircraft
otherwise constituting an Eligible Lease under this definition shall be in
violation of any Anti-Terrorism Laws, including the Executive Order and the
Patriot Act, such Lease shall cease to be an Eligible Lease due to such status
of the Lessee until such violation is cured or the relevant Lease is otherwise
terminated.


 


“Eligible Service Provider” means
any member of the AerCap Group or another Person which, at the time of its
appointment as a Service Provider, (i) is servicing a portfolio of aircraft
leases, (ii) is legally qualified and has the capacity to service the Aircraft
and the Leases, (iii) has demonstrated the ability professionally and
competently to service a portfolio of aircraft leases similar to the Leases
with reasonable skill and care, (iv) is qualified and entitled to use, pursuant
to a license or other written agreement, and agrees to maintain the
confidentiality of, the software which the applicable Service Provider uses in
connection with performing its duties and responsibilities under this Agreement
and the applicable Service Provider Agreement or otherwise has available
software which is adequate in the judgment of the Administrative Agent to
perform its duties and responsibilities under this Agreement and the applicable
Service Provider Agreement and (v) is otherwise satisfactory to the
Administrative Agent.


 


“Employee Benefit Plan” means,
with respect to any Person, any employee benefit plan within the meaning of
Section 3(3) of ERISA which (i) is maintained for employees of a Person or any
of its ERISA Affiliates or is assumed by such Person or any of its ERISA
Affiliates in connection with any acquisition or (ii) has at any time been
maintained for the employees of such Person or any current or former ERISA
Affiliate.


 


“Embargoed Person” has the meaning
set forth in Section 10.36.


 


“Environmental Laws” means any federal,
state, local or foreign statute, law, ordinance, code, rule, regulation, order,
decree, permit or license regulating, relating to, or imposing liability or
standards of conduct concerning, any environmental matters or conditions,
environmental protection or conservation, including without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended; the Superfund Amendments and Reauthorization Act of 1986, as
amended; the Resource Conservation and Recovery Act, as amended; the Toxic
Substances Control Act, as amended; the Clean Air Act, as amended; the Clean
Water Act, as amended; together with all regulations promulgated thereunder,
and any other “Superfund” or “Superlien” law.


 


28

















 


“Equity Interest” means, with
respect to any Person, all of the issued and outstanding shares, interests or
other equivalents of capital stock of such Person, whether voting or non-voting
and whether common or preferred, all partnership, joint venture, limited
liability company, beneficial interests in a trust (statutory or common law) or
other equity interests in or other indicia of ownership of such Person, all
options, warrants and other rights to acquire, and all securities convertible
into, any of the foregoing, all rights to receive interest, income, dividends,
distributions, returns of capital and other amounts of such Person (whether in
cash, securities, property, or a combination thereof), and all additional
stock, warrants, options, securities, interests and other property of such
Person, from time to time paid or payable or distributed or distributable in
respect of any of the foregoing, including all rights to receive amounts due
and to become due under or in respect of any Investment Agreement or upon the
termination thereof, all rights of access to the books and records of any such
Person, and all other rights, powers, privileges, interests, claims and other
property in any manner arising out of or relating to any of the foregoing, of
whatever kind or character (including any tangible or intangible property or
interests therein), and whether provided by contract or granted or available
under applicable law in connection therewith, including the right to vote and
to manage and administer the business of any such Person pursuant to any
applicable Investment Agreement, together with all certificates, instruments
and entries upon the books of financial intermediaries at any time evidencing
any of the foregoing, in each case whether now owned or existing or hereafter
acquired or arising.


 


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


 


“ERISA Affiliate”, as applied to
any Person, means any other Person or trade or business which is a member of a
group which is under common control with such Person, who together with such
Person, is treated as a single employer within the meaning of Section 414(b)
and (c) of the Internal Revenue Code.


 


“Euro” means the basic unit of
currency among participating European Union countries.


 


“Eurocurrency Liabilities” has the
meaning assigned to that term in Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.


 


“Eurodollar Rate” means, with
respect to any Advance made by a Lender or any assignee of either, a rate per
annum equal to:


 


(i)            for
any Interest Period commencing on a date other than a Payment Date as
contemplated in the definition of Interest Period (i.e. that is a
period of less than one month), the rate per annum determined by the
Administrative Agent to be the average of the rates for one-month deposits in
Dollars, as in effect on each Business Day during such Interest Period, which
rate in each case is determined on each applicable date by the Administrative
Agent by reference to the British Bankers’ Association LIBOR Rates on Bloomberg
(or such other service or services as may be nominated by the British Bankers’
Association for the purpose of displaying London interbank offered rates for U.S.
dollar deposits) on such date (or, if such date is not a Business Day, on the
immediately preceding Business Day) at or about 11 a.m. New York City time; provided,



 


29

















 


however, that if no rate appears on Bloomberg on
any date of determination, Eurodollar Rate shall mean the rate for one-month
deposits, in Dollars which appears on the Reuters Screen LIBOR01 Page on any
such date of determination; provided, further, that if no such
one-month deposit rate appears on either Bloomberg or such Reuters Screen
LIBOR01 Page, on any such date of determination the Eurodollar Rate shall be
determined as follows:  the Eurodollar
Rate will be determined at approximately 11:00 a.m., New York City time, on
each day on the basis of (a) the arithmetic mean of the rates at which
one-month deposits, as applicable, in Dollars are offered to prime banks in the
London interbank market by four (4) major banks in the London interbank market
selected by the Administrative Agent and in a principal amount of not less than
$75,000,000 that is representative for a single transaction in such market at
such time, if at least two (2) such quotations are provided, or (b) if fewer
than two (2) quotations are provided as described in the preceding clause (a),
the arithmetic mean of the rates, as requested by the Administrative Agent,
quoted by three (3) major banks in New York City, selected by the
Administrative Agent, at approximately 11:00 a.m., New York City time, on such
day, of one-month deposits in Dollars to leading European banks and in a
principal amount of not less than $75,000,000 that is representative for a
single transaction in such market at such time; and


 


(ii)           for
any monthly Interest Period commencing on a Payment Date and concluding on but
excluding the next succeeding Payment Date (as contemplated in the definition
of Interest Period), an interest rate per annum determined by the
Administrative Agent by reference to the British Bankers’ Association
Settlement Rates for deposits in U.S. dollars appearing on the display
designated as Reuters Screen LIBOR01 Page (or any successor to or substitute
for such service, as determined by the related Funding Agent from time to time
for the purposes of providing quotations of interest rates applicable to
deposits in U.S. dollars in the London interbank market) at approximately 11:00
A.M., London time, on the second Business Day before (and for value on) the
first day of the Interest Period related to such Advance (i.e., the Payment Date) as the rate for
deposits with a maturity comparable to such Interest Period; provided,
that if such rate is not available at such time for any reason, then the “Eurodollar
Rate” shall be the rate at which deposits in U.S. dollars in a principal amount
of not less than $1,000,000 and for a maturity comparable to such Interest
Period are offered by the Administrative Agent in immediately available funds
in the London interbank market at approximately 11:00 A.M. (London Time) on the
second Business Day before (and for value on) the first day of such Interest
Period.


 


“Eurodollar
Rate Advances” has the meaning set forth in Section 6.1.


 


“Eurodollar Rate Reserve Percentage”
of any Lender for any Interest Period in respect of which Yield is computed by
reference to the Eurodollar Rate means the reserve percentage applicable two
(2) Business Days before the first day of such Interest Period under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) (or if more than one such percentage shall be
applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so applicable) for
determining the maximum reserve requirement (including, without limitation, any



 


30

















 


emergency, supplemental or other marginal
reserve requirement) for such Lender with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (or with respect to any
other category of liabilities that includes deposits by reference to which the
yield rate on Eurocurrency Liabilities is determined) having a term equal to
such Interest Period.


 


“Event of Bankruptcy” shall be
deemed to have occurred with respect to a Person if either:


 


(a)           a case or other proceeding shall be
commenced, without the application or consent of such Person, in any court,
seeking the liquidation, examination, reorganization, debt arrangement,
dissolution, winding up, or composition or readjustment of all or substantially
all of the debts of such Person, the appointment of a trustee, receiver,
examiner, conservator, custodian, liquidator, assignee, sequestrator or the
like for such Person or all or substantially all of its assets, or any similar
action with respect to such Person under any law relating to bankruptcy,
insolvency, reorganization, winding up or composition or adjustment of debts,
and such case or proceeding shall continue undismissed, or unstayed and in
effect, for a period of sixty (60) consecutive days; or an order for relief in
respect of such Person shall be entered in an involuntary case under the
federal bankruptcy laws or other similar laws now or hereafter in effect; or


 


(b)           such Person shall commence a
voluntary case or other proceeding under any applicable bankruptcy, insolvency,
reorganization, debt arrangement, dissolution or other similar law now or
hereafter in effect, or shall consent to the appointment of or taking
possession by a receiver, examiner, conservator, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) for such Person or for any
substantial part of its property, or shall make any general assignment for the
benefit of creditors, or shall fail to, or admit in writing its inability to,
pay its debts generally as they become due, or, if a corporation or other
entity, its Board of Directors shall vote to implement any of the foregoing.


 


“Event
of Default” has the meaning set forth in Section 13.1.


 


“Event of Loss” means with respect to any
Aircraft (a) if the same is subject to a Lease, a “Total Loss,” “Casualty
Occurrence” or “Event of Loss” or the like (however so defined in the
applicable Lease); 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) requisition of title of such
Aircraft, or its confiscation, restraint, detention, forfeiture or any
compulsory acquisition or seizure or requisition for hire 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. An Event of Loss with respect to any Aircraft shall be deemed to
occur on the date on which such Event of Loss is deemed pursuant to the
relevant Lease to have occurred or, if such Lease does not so deem or if 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 


 


31

















 


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 of 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 such requisition); or (E) in
the case of clause (iv) above, the final day of the period of 30 consecutive
days referred to therein.


 


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


 


“Executive Order” has the meaning
set forth in Section 9.21.


 


“Expenses Apportionment Agreement”
means the Loan, Expense Apportionment and Guarantee Agreement, dated as of
April 26, 2006, among the borrower named therein, and the Borrower.


 


“FAA” means the United States
Federal Aviation Administration.


 


“FAA Act” means 49 U.S.C. Subtitle
VII, §§ 40101 et  seq., as amended from time to time, any
regulations promulgated thereunder and any successor provision.


 


“FAA Counsel” means a law firm
having nationally recognized expertise in FAA matters that is reasonably
satisfactory to the Administrative Agent, it being understood that as of the
Closing Date, the firms of Debee, Gilchrist & Lidia, Daugherty, Fowler,
Peregrin, Haught & Jensen, Crowe and Dunlevy, or McAfee & Taft, are
each satisfactory to the Administrative Agent.


 


“Facility Limit” means
$1,000,000,000.


 


“Facility Limit Percentage” means,
with respect to any percentage determination relating to Aircraft Type
Concentration Limits, Country/Region Concentration Limits or Widebody Maximum
Percentage, and as of any date of determination, the percentage represented by
the product of (a) the Class B Advance Rate applicable to Aircraft falling
within the category being measured (and giving effect to all applicable Advance
Rate Adjustments), times (b) the sum of the Adjusted Borrowing Values of all
Aircraft falling within the category being measured, divided by (c) the amount
of the Facility Limit.


 


“Facility
Termination Date” means the earliest to occur of (i) the Stated Maturity
Date or (ii) the date of the declaration, or automatic occurrence, of
the Facility Termination Date pursuant to Section 13.2, and (iii) the
date on which both of the following conditions exist: (A) the aggregate
outstanding Advances and all other Obligations have been indefeasibly paid in
full, and (B) the commitment of each Non-Conduit Lender to make any Advances
hereunder shall have expired or been terminated.


 


32

















 


“Federal Funds Rate” means, for
any period, a fluctuating interest rate per annum equal for each day during
such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day on such transactions received by the
applicable Funding Agent from three Federal funds brokers of recognized
standing selected by it.


 


“Fee Letter” has the meaning set
forth in Section 3.4.


 


“Fees” means all fees and other
amounts payable by the Borrower to the Administrative Agent under the Fee
Letter.


 


“Financial Administrative Agent”
has the meaning set forth in the Preamble.


 


“Fiscal Year” means a fiscal year
for financial accounting purposes commencing on January 1 and ending on
December 31.


 


“Fitch” means Fitch, Inc.


 


“Flow of Funds” means the cash
flow allocation and distribution provisions set forth at Section 8.1(e)
of this Agreement.


 


“Freighter Conversion” means the
conversion of an Aircraft constituting a passenger Aircraft to one of the
Freighter Types. For avoidance of doubt, an Aircraft that has been originally
manufactured as a Freighter Type, is not considered to have been subjected to a
Freighter Conversion, including for purposes of calculating its Applicable
Useful Life.


 


“Freighter Conversion Effective Date”
means, in respect of an Approved Aircraft Improvement constituting a Freighter
Conversion, the date by which each of the following has occurred: (a) the
completion of such Freighter Conversion, (b) the delivery of appropriate
completion and/or airworthiness certificates associated therewith to the
Administrative Agent, in form and substance acceptable thereto, and (c) the
placing of such Aircraft back into service following such Freighter Conversion.


 


“Freighter Type” means any one of
the Types of Aircraft designated as “B737-300F”, “B737-400F”, “B747-400F”, “B757-200F”,
or “MD-11F” on Table 1 and Table 2 to Appendix I hereto.


 


“Funded Aircraft” means any
Aircraft with respect to which Advances have been made hereunder.


 


“Funding Agent” means the UBS Funding
Agent or an Other Funding Agent and any reference to a Funding Group’s Funding
Agent shall mean, with respect to the UBS Funding Group, the UBS Funding Agent,
and with respect to an Other Funding Group, the related Other Funding Agent.


 


33

















 


“Funding Group” means the UBS
Funding Group or an Other Funding Group.


 


“Funding Group Limit” means the
UBS Funding Group Limit, or an Other Funding Group Limit.


 


“Funding Group Majority Lenders”
means, with respect to a particular Funding Group at any time, the Lenders in
such Funding Group which have advanced more than 50% of the aggregate amount of
all Advances which have been advanced by all Lenders in such Funding Group and
remain outstanding at such time.


 


“Future Lease” means, with respect
to each Aircraft, any Eligible Lease as may be in effect at any time after the
date on which the initial Advance with respect to such Aircraft was made
hereunder between a Borrower Group Member (as Lessor) and an Eligible Carrier
(as Lessee), in each case other than any Initial Lease or Additional Lease.


 


“GAAP” means generally accepted
accounting principles in the United States of America in effect from time to
time.


 


“Government Entity” means:  (a) any national government, political
sub-division thereof, or local jurisdiction therein; (b) any instrumentality,
board, commission, department, division, organ, court, exchange control
authority, or agency of any thereof, however constituted; or (c) any
association, organization, or institution of which any of the above is a member
or to whose jurisdiction any thereof is subject or in whose activities any
thereof is a participant.


 


“Hazardous Material” means and
includes any pollutant, contaminant, or hazardous, toxic or dangerous waste,
substance or material (including without limitation petroleum products,
asbestos-containing materials and lead), the generation, handling, storage,
transportation, disposal, treatment, release, discharge or emission of which is
subject to any Environmental Law.


 


“Hedge Agreement” means one of the
hedge agreements entered into by the Borrower pursuant to the terms of Section
10.32 hereof.


 


“Hedging Policy” has the meaning
set forth in Section 10.32(a).


 


“Holdco Subsidiary” has the
meaning set forth in the definition of Approved Restructuring.


 


“Holding Account Control Agreement”
means a written agreement (in form and substance reasonably acceptable to the
Administrative Agent) among the Collateral Agent, the Borrower and the London
Account Bank or the Hong Kong Account Bank, as the case may be, which agreement
(i) provides for a valid grant of a security interest in and/or pledge and/or
charge of or over the subject London Holding Account or Hong Kong Holding
Account, as applicable, under the laws stated to apply to such Account Control
Agreement, (ii) allows for the receipt and deposit of funds therein
representing Advance proceeds transferred from the Borrower Funding Account,
(iii) allows for the timely disbursement of those proceeds pursuant to the
direction of the Administrative Agent in connection with the Borrower’s
satisfaction of 


 


34

















 


conditions precedent to such releases hereunder
applicable to the Borrower’s acquisition, directly or indirectly, of one or
more Additional Aircraft, and (iv) provides for the return of all proceeds not
so disbursed at the end of the related Holding Period to the Borrower Funding
Account.


 


“Holding Period” has the meaning
set forth in Section 2.3(c)(i).


 


“Holding Period Release Request”
has the meaning set forth in Section 2.3(c)(iv).


 


“Hong Kong Account Bank” means the
commercial bank located in Hong Kong which has executed a Holding Account
Control Agreement and which provides the Hong Kong Holding Account.


 


“Hong Kong Holding Account” means
a deposit account, the subject of a Holding Account Control Agreement,
established and maintained by the Borrower with the Hong Kong Account Bank.


 


“Improvement Advance” means an
Additional Advance in respect of Approved Asset Improvement Costs (and, if
applicable, the use of a portion of the related Class B Advance to increase the
amounts in the Liquidity Reserve Account) rather than for the purpose of adding
Additionally Financed Aircraft to the Borrower’s Portfolio.


 


“Improvement Base Value Appraisal”
means in connection with an Improvement Advance in respect of an Aircraft, the
appraisal of the Base Value (adjusted for actual maintenance status) of such
Aircraft from an Approved Appraiser, delivered after the completion of the
related Approved Asset Improvement but not earlier than 45 days prior to the
date of the related Improvement Advance.


 


“Improvement Current Market Value
Appraisal” means in connection with an Improvement Advance in respect of an
Aircraft, the appraisal of the Current Market Value (adjusted for actual
maintenance status) of such Aircraft from an Approved Appraiser, delivered
after the completion of the related Approved Asset Improvement but not earlier
than 45 days prior to the date of the related Improvement Advance.


 


“Increased Availability Advance”
means an Additional Advance following the initial existence of Critical Mass,
not constituting an Improvement Advance or a Critical Mass Event Advance, and
not for the purpose of financing the acquisition of an Additional Aircraft into
the Borrower’s Portfolio, but utilizing any increase in availability of
Advances due to an increase in Adjusted Borrowing Values attributable to a
change in an Advance Rate Adjustment.


 


“Indebtedness”
of any Person means, without duplication:


 


(a)           all obligations of such Person for
borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;


 


35

















 


(b)           all obligations, contingent or
otherwise, relative to the face amount of all letters of credit, whether or not
drawn, and banker’s acceptances issued for the account of such Person;


 


(c)           all obligations of such Person as
lessee under leases that have been or should be, in accordance with GAAP,
recorded as capitalized lease liabilities;


 


(d)           all obligations of such Person to pay
the deferred purchase price of property;


 


(e)           all obligations secured by an Adverse
Claim upon property or assets owned by such Person, even though such Person has
not assumed or become liable for the payment of such obligations; and


 


(f)            all
Contingent Liabilities of such Person in respect of any of the foregoing.


 


“Indemnification Agreement” means
the Indemnification Agreement dated as of November 6, 2006 by AerCap Holdings
N.V. in favor of the Borrower, the Collateral Agent and the Administrative
Agent, or any successor or replacement to such agreement contemplated by Section
12.1(f) hereof and the terms thereof.


 


“Indemnified Amounts” has the
meaning set forth in Section 16.1.


 


“Indemnified Party” has the
meaning set forth in Section 16.1.


 


“Indemnitor” means AerCap Holdings
N.V., or any successor thereto as contemplated in the definition of
Indemnification Agreement


 


“Individual Lessee Score” means, for
purposes of determining Lessee Diversity Score and with respect to any
particular Lessee of an Aircraft within the Borrower’s Portfolio, the
percentage represented by the quotient of one divided by the number of Aircraft
in the Borrower’s Portfolio under Lease to such Lessee (or any Affiliate
thereof).


 


“Initial Advance Date” has the
meaning set forth in Section 2.1(g)(i).


 


“Initial
Advance Request” has the meaning set forth in Section 2.2(a).


 


“Initial Advances” has the meaning
set forth in Section 2.1(b).


 


“Initial Base Value Appraisal”
means with respect to any individual Aircraft, the appraisal of the Base Value
(adjusted for actual maintenance status) of such Aircraft from an Approved
Appraiser delivered not earlier than 45 days prior to the date of the initial
Advance against such Aircraft.


 


“Initial Class A Advances” has the
meaning set forth in Section 2.1(a).


 


36

















 


“Initial Class A Borrowing Base”
means an amount equal to Class A Borrowing Base, determined in respect of the
Initial Financed Aircraft.


 


“Initial Class B Advances” has the
meaning set forth in Section 2.1(b).


 


“Initial Class B Borrowing Base”
means an amount equal to the Class B Borrowing Base determined in respect of
the Initial Financed Aircraft.


 


“Initial Current Market Value
Appraisal” means with respect to any individual Aircraft, the appraisal of
the Current Market Value (adjusted for actual maintenance status) of such
Aircraft from an Approved Appraiser delivered not earlier than 45 days prior to
the date of the initial Advance against such Aircraft.


 


“Initial Financed Aircraft” means
an Aircraft with respect to which an Advance is made on the Initial Advance
Date and which is listed as an “Initial Financed Aircraft” on Schedule I
hereto, as such schedule is required, pursuant to the terms hereof, to be
amended, restated or otherwise modified from time to time.


 


“Initial Lease” means a Lease of
an Initial Financed Aircraft which is listed as an “Initial Lease” on Schedule
III hereto, as such schedule is required, pursuant to the terms hereof, to
be amended, restated or otherwise modified from time to time.


 


“Initial Required Liquidity Reserve
Amount” means, in respect of Advances against Aircraft occurring on the
Initial Advance Date as referred to in Section 5.1(a)(i) hereof, an
amount equal to 6% (or 4%, if Critical Mass will exist after giving effect to
such initial Advances) of the Adjusted Borrowing Value of the Aircraft in the
Borrower’s Portfolio in respect of which such Advances are being made on such
date.


 


“Insufficiency” has the meaning
set forth in Section 5.1(d).


 


“Insurance Servicer” has the
meaning set forth in the Preamble.


 


“Interest Period” means, as to any
Advance (or portion thereof), the period commencing on the funding date of such
Advance, and concluding on but excluding the next succeeding Payment Date, and
each period thereafter commencing on a Payment Date and concluding on but
excluding the next succeeding Payment Date; provided that:


 


(i)            if any Interest Period for any
Advance commencing before the Facility Termination Date would otherwise end on
a date after the Facility Termination Date, such Interest Period shall be
deemed to and shall end on the Facility Termination Date; and


 


(ii)           the duration of each such Interest
Period that commences on or after the Facility Termination Date, if any, shall
be of such duration as shall be selected by the applicable Funding Agent.


 


“International Registry” means the
international registry located in Dublin, Ireland, established pursuant to the
Cape Town Convention.


 


37

















 


“International Registry Procedures”
means the official English language text of the Procedures for the
International Registry issued by the supervisory authority thereof pursuant to
the Cape Town Convention.


 


“Investment Agreement” means, with
respect to any Person, any Operating Document or Organizational Document, joint
venture agreement, limited liability company operating agreement, stockholders
agreement or other agreement creating, governing or evidencing any Equity
Interests and to which such Person is now or hereafter becomes a party, as any
such agreement may be amended, modified, supplemented, restated or replaced
from time to time pursuant to the terms thereof.


 


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


 


“Irish Pledge” means each
Equitable Charge on Shares granted or to be granted by the applicable Borrower
Group Member in favor of the Collateral Agent relating to each of its Irish
incorporated Subsidiaries.


 


“Irish VAT Refund Account” means
an account in the name of the Borrower and maintained with an Irish Bank.


 


“Lease” means a lease agreement,
which is listed on Schedule III hereto, as such schedule is supplemented
(or, if not so supplemented, required to be supplemented) pursuant to the terms
hereof from time to time, between an Aircraft Owning Entity or an Applicable
Intermediary, as lessor of an Aircraft, and an airline, air freight company or
similar entity, as lessee of such Aircraft, in each case together with all
schedules, supplements and amendments thereto, and each other document,
agreement and instrument related thereto.


 


“Leasing Company Practice” means
the reasonable commercial practices of leading international aircraft operating
lessors.


 


“Lender
Rate” means:


 


(a)           with respect to any Advance made and
held by a Lender in any Class A Funding Group, and the Interest Period related
thereto, an interest rate per annum equal to the Eurodollar Rate applicable to
such Interest Period plus the Applicable Class A Margin; provided, however,
that if the related Funding Agent determines that (x) funding such Advance at a
Eurodollar Rate would violate any applicable law, rule, regulation, or
directive, whether or not having the force of law, or (y) adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate, then, in
any such case, such Funding Agent shall suspend the availability of such
Eurodollar Rate for such Lender in the Class A Funding Group and such Advance
for such Lender shall accrue Yield during such Interest Period at the Alternate
Base Rate; and


 


(b)           with respect to any Advance made and
held by a Lender in any Class B Funding Group, and the Interest Period related
thereto, an interest rate per annum equal to the Eurodollar Rate applicable to
such Interest Period plus the Applicable Class B Margin; provided, however,
that if the related Funding Agent determines that (x) funding


 


38

















 


such
Advance at a Eurodollar Rate would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or (y)
adequate and reasonable means do not exist for ascertaining the Eurodollar
Rate, then, in any such case, such Funding Agent shall suspend the availability
of such Eurodollar Rate for such Lender in the Class B Funding Group and such
Advance for such Lender shall accrue Yield during such Interest Period at the
Alternate Base Rate.


 


“Lenders”
has the meaning set forth in the Preamble.


 


“Lessee” means the lessee under
the applicable Lease.


 


“Lessee Diversity Score” means,
with respect to the Borrower’s Portfolio and as of any date of determination,
the aggregate sum of the individual percentages, calculated for each individual
Lessee of an Aircraft under Lease to such Lessee (a “Specified Lessee”)
or an Affiliate thereof, with such individual percentages determined pursuant
to the following formula:


 


(ABVL / AABV) x
ILS


 


where:



 


	
   

  	
  ABVL

  	
  =

  	
  the Adjusted Borrowing Value of Funded Aircraft under Lease
  to the Specified Lessee (or an Affiliate thereof);

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AABV

  	
  =

  	
  the aggregate Adjusted Borrowing Value of all Funded
  Aircraft in the Borrower’s Portfolio; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ILS

  	
  =

  	
  the Individual Lessee Score for the Specified Lessee.

  



 


“Lessee Diversity Score Advance Rate
Adjustment” means an adjustment to the Base Advance Rates based on the
Lessee Diversity Score as follows:


 


(a)           for any date of determination, if the
Lessee Diversity Score as of such date is equal to or below 30%, the applicable
Base Advance Rate is reduced by 10 percentage points so long as Critical Mass
does not exist, and by 5 percentage points while Critical Mass exists;


 


(b)           for any date of determination, (i) if
the Lessee Diversity Score as of such date is lower than or equal to 39% but
greater than 38%, the applicable Base Advance Rate will decrease by 6/10ths of
a percentage point so long as Critical Mass does not exist, and by 3/10ths of a
percentage point while Critical Mass exists, and (ii) for each additional integral
percentage point from 38% down to 30% as to which the Lessee Diversity Score as
of such date is lower than or equal to the higher integer and greater than the
next lower integer, the applicable Base Advance Rate will decrease by an
additional 6/10ths of a percentage point, so long as Critical Mass does not
exist, and by 3/10ths of a percentage point while Critical Mass exists;


 


(c)           for any date of determination, (i) if
the Lessee Diversity Score as of such date is lower than or equal to 49% but
greater than 48%, the applicable Base Advance


 


39

















 


Rate will decrease by 4/10ths
of a percentage point so long as Critical Mass does not exist, and by 2/10ths
of a percentage point while Critical Mass exists, and (ii) for each additional
integral percentage point from 48% down to 39% as to which the Lessee Diversity
Score as of such date is lower than or equal to the higher integer and greater
than the next lower integer, the applicable Base Advance Rate will decrease by
an additional 4/10ths of a percentage point, so long as Critical Mass does not
exist, and by 2/10ths of a percentage point while Critical Mass exists; and


 


(d)             for any date of determination as of
which the Lessee Diversity Score as of such date is equal to or greater than
49%, the applicable Base Advance Rates will have no adjustment.


 


“Lessee Limitation Event” means
that at any time after the Borrower initially achieves Critical Mass, and
immediately after giving effect to any of the following: 


 


(a)              an acquisition into the Borrower’s
Portfolio of an Aircraft subject to a Lease, or


 


(b)             the
sale and consequent removal from the Borrower’s Portfolio of an Aircraft
subject to a Lease, or


 


(c)              the
leasing of an Aircraft within the Borrower’s Portfolio (other than an extension
or renewal with the same Lessee of a then-existing Lease),


 


any Country/Region Concentration applicable to a
Lessee exceeds a Country/Region Concentration Limit.


 


“Lessee Location” means, where
such term is used in connection with Country/Region Concentration, the country
or geographical region (within the designated categories of same set forth in
the table on Appendix I hereto headed “Geographical Diversification”) in which
the applicable Lessee is domiciled.


 


“Lessor” means the lessor under
the applicable Lease.


 


“Lien” means any security
interest, lien, mortgage, charge, pledge, preference, equity or encumbrance of
any kind, including tax liens, mechanics’ liens, conditional sale and any liens
that attach by operation of law.


 


“Liquidity Reserve Account” has
the meaning set forth in Section 5.1(a)(i).


 


“Local Aircraft Counsel” means any
law firm having expertise in Applicable Foreign Aviation Law matters that is
reasonably satisfactory to the Administrative Agent.


 


“London Holding Account” means a deposit
account, the subject of a Holding Account Control Agreement, established and
maintained by the Borrower with London Account Bank.


 


40

















 


“London Account Bank” means the
commercial bank located in London, England which has executed a Holding Account
Control Agreement and which provides the London Holding Account.


 


“Lyon” means Lyon Location SARL, a
company organized under the law of France.


 


“Lyon Assignment” means the
Security Assignment dated April 26, 2006 between Lyon, as assignor, and Opal,
as assignee, which includes as collateral the rights of Lyon under the Tombo
Sublease and under the Mitsui Tombo Guaranty and the rights of Tombo under the
Tombo Assignment, as such assignment may be amended, modified or supplemented
from time to time pursuant to the terms thereof.


 


“Lyon Lease” means the Aircraft
Specific Lease Agreement (incorporating provisions of the Common Terms
Agreement referred to therein) dated March 17, 2006 between Opal, as lessor,
and Lyon, as lessee, covering the leasing of the ANA Aircraft, as such lease
may be amended, modified or supplemented from time to time pursuant to the
terms thereof.


 


“Maintenance Reserve Account”
means the Maintenance Reserve Trust Account together with the Maintenance
Reserve DDA Account (it being understood that any provision herein providing
for or requiring a deposit of funds to the Maintenance Reserve Account shall be
deemed to refer to a deposit to the Maintenance Reserve DDA Account, with all
amounts on deposit in the Maintenance Reserve DDA Account to be automatically
transferred on a daily basis to the Maintenance Reserve Trust Account).


 


“Maintenance Reserve DDA Account”
means an account (number 01474611) in the name of the Borrower and maintained
with the Account Bank.


 


“Maintenance Reserve Trust Account”
means an account (number 51945) in the name of the Borrower and maintained with
the Account Bank.


 


“Maintenance Reserves” means
maintenance reserves or other supplemental rent payments based on usage of the
Aircraft payable by the lessee under any Lease for purposes of reserving for
the payments with respect to the future maintenance and repair of the related
Aircraft.


 


“Material Adverse Effect” means a
material adverse effect on (i) the interests, taken as a whole, of the
Borrower, any Borrower Subsidiary, AerCap, the Collateral Agent, or the Lenders
in the Aircraft, the Leases, the Related Security or any other Borrower
Collateral, (ii) the Borrower’s, any Borrower Subsidiary’s, AerCap’s, or any
Service Provider’s ability to perform its obligations under this Agreement or
any other Transaction Document, as applicable, (iii) the validity or
enforceability of this Agreement or any of the Credit Documents or (iv) the
validity or enforceability of a substantial portion of the Leases.


 


“Maximum Aggregate Principal Amount”
means, as of any date of determination, the sum of the Maximum Class A
Principal Amount and the Maximum Class B Principal Amount.


 


41

















 


“Maximum Class A Principal Amount”
means, as of any date of determination, the lesser of (a) the Class A Borrowing
Base and (b) the Class A Advances Limit.


 


“Maximum Class B Principal Amount”
means, as of any date of determination, the lesser of (a) the Class B Borrowing
Base and (b) the Class B Advances Limit.


 


“Minimum Category 1 Percentage”
means 40%.


 


“Mitsui” means Mitsui & Co.,
Ltd., a company organized under the law of Japan.


 


“Mitsui Tateha Guaranty” means the
Deed of Guarantee dated March 17, 2006, from Mitsui, as guarantor, in favor of
Opal, as beneficiary, covering the obligations of Tateha under the Tateha Sale
and Conditional Repurchase Agreement and the Tateha Aircraft Mortgage, as the
such guaranty may be amended, modified or supplemented from time to time
pursuant to the terms thereof.


 


“Mitsui Tombo Guaranty” means the
Deed of Guarantee dated March 17, 2006, from Mitsui, as guarantor, in favor of
Lyon, as beneficiary, covering the obligations of Tombo under the Tombo Lease,
as the same may be amended, modified or supplemented from time to time pursuant
to the terms thereof.


 


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


 


“Monthly Report” has the meaning
set forth in Section 10.19(a)(i).


 


“Multiemployer Plan” means, as to
any Person, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to
which such Person or any ERISA Affiliate is making, or is accruing an
obligation to make, contributions or has made, or been obligated to make,
contributions within the preceding six (6) Fiscal Years.


 


“New Accord” has the meaning set
forth in Section 6.2(b).


 


“New
Rules” has the meaning set forth in Section 6.2(b).


 


“New
Transaction Documents” has the meaning set forth in Section 7.1A(a).


 


“Non-Conduit Lender” means any
Lender other than a Conduit Lender.


 


“Non-Conduit Lender Commitment” of
any Non-Conduit Lender means (a) with respect to each Class A Non-Conduit
Lender and Class A Advances, the amount set forth under such Lender’s name on
the signature pages hereto as such Lender’s “Class A Non-Conduit Lender
Commitment”, or such amount as reduced or increased by any Assignment and
Assumption entered into by such Lender in compliance with Section 15.1,
(b) with respect to each Class B Non-Conduit Lender and Class B Advances, the
amount set forth under such Lender’s name on the signature pages hereto as such
Lender’s “Class B Non-Conduit Lender Commitment”, or such amount as reduced or
increased by any Assignment and Assumption entered into by such Lender in
compliance with Section 15.1 and (c) with respect to a Non-Conduit
Lender (other than a Non-Conduit Lender described in clauses (a) or (b) above)
that has entered into an 


 


42

















 


Assignment and Assumption in compliance with Section
15.1, the amount set forth therein as such Non-Conduit Lender’s Non-Conduit
Lender Commitment, in each case as such amount may be reduced or increased by
an Assignment and Assumption entered into by such Non-Conduit Lender in
compliance with Section 15.1.


 


“Non-Excluded Taxes” has the
meaning set forth in Section 6.3(a).


 


“Non-Note
Register” has the meaning set forth in Section 15.5(a).


 


“Non-Note Registrar” has the
meaning set forth in Section 15.5(a).


 


“Non-Trustee Account” means any
account in the name of the Borrower and maintained with a Non-Trustee Account
Bank.


 


“Non-Trustee Account Bank” means a
bank (other than the Account Bank) with which a Non-Trustee Account is
maintained.


 


“Note” means any promissory grid
note, in the form of Exhibit B, made payable to the order of a Funding
Agent at the request of such Funding Agent for the benefit of a Funding Group
or any replacement of such Note.


 


“Note Register” has the meaning
set forth in Section 15.5(b).


 


“Note Registrar” has the meaning
set forth in Section 15.5(b).


 


“Notice and Acknowledgment” means
a Notice and Acknowledgment in form and substance reasonably acceptable to the
Administrative Agent, provided that a notice and acknowledgment substantially
in the form attached as Exhibit D to the Security Trust Agreement (but with
changes from such form as determined by the Servicer in its sole discretion to
address the comments or requests made by, and negotiations of the Servicer
with, the Lessee as to the Lessee’s representations and coverage of indemnitees
therein, but in all cases to include the Lessee representation set forth in
clause (a) of paragraph 8 of the form at such Exhibit D) shall be deemed
acceptable to the Administrative Agent.


 


“Obligations” means all
obligations of the Borrower, AerCap, any Service Provider, or any Borrower
Subsidiary to the Lenders, the Administrative Agent, the Funding Agents and the
Collateral Agent arising under or in connection with this Agreement, the Notes,
if any, and each other Transaction Document to which the Borrower, AerCap, such
Servicer Provider, or any Borrower Subsidiary is a party.


 


“Obligor” means a Person obligated
to make payments with respect to a Lease.


 


“OFAC” has the meaning set forth
in Section 9.21.


 


“Off-Lease” means an Aircraft that is, as
of any date of determination, not subject to an existing Lease. “Off-Lease
Aircraft” has a correlative meaning.


 


43

















 


“Opal” means Opal Aircraft Leasing
Limited, a limited liability company incorporated under the laws of Ireland.


 


“Operating Documents” means with
respect to any corporation, limited liability company, partnership, limited
partnership, limited liability partnership, trust or other legally authorized
incorporated or unincorporated entity, the bylaws, memorandum and articles of
association, operating agreement, partnership agreement, limited partnership
agreement, trust agreement or other applicable documents relating to the
operation, governance or management of such entity.


 


“Operating Expenses” means amounts
due by any Borrower Group Member with respect to (i) owner trustee fees and
expenses, (ii) Taxes (other than Borrower Income Tax Expenses), and (iii) all
other operating and administrative expenses payable or reimbursable by the
Borrower.


 


“Opinion of Counsel” means a
written opinion of independent counsel reasonably acceptable to the
Administrative Agent, which opinion, if such opinion or a copy thereof is
required by the provisions of this Agreement to be delivered to the
Administrative Agent or to any Funding Agent, is acceptable in form and
substance to the Administrative Agent.


 


“Organizational Documents” means
with respect to any corporation, limited liability company, partnership,
limited partnership, limited liability partnership, trust or other legally
authorized incorporated or unincorporated entity, the articles of
incorporation, bye-laws, certificate of incorporation, articles of
organization, certificate of limited partnership, certificate of trust or other
applicable organizational or charter documents relating to the creation of such
entity.


 


“Original Agreement” has the
meaning set forth in the Preamble.


 


“Original
Agreement Refinancing Advance” has the meaning set forth in the Preamble.


 


“Original
Agreement Repayment Amount” has the meaning set forth in the Preamble.


 


“Original Closing Date” means
April 26, 2006.


 


“Other Conduit” means a commercial
paper conduit administered by an Other Non-Conduit Lender which commercial
paper conduit, under an Assignment and Assumption, an amendment to, or an amendment
and restatement of this Agreement, as applicable, hereafter agrees to become a
party hereto as a Conduit Lender hereunder.


 


“Other Fees” means all fees and
other amounts payable by the Borrower to an Other Conduit, an Other Funding
Agent or an Other Non-Conduit Lender pursuant to the Fee Letter.


 


“Other Funding Agent” means an
Other Non-Conduit Lender in its capacity as funding agent for an Other Funding
Group.


 


“Other Funding Group” means,
collectively, an Other Conduit and each related Other Non-Conduit Lender.


 


44

















 


“Other Funding Group Limit” means
the maximum outstanding principal amount of Advances that may be extended by an
Other Funding Group. As of the date of this Agreement, each Other Funding Group
Limit is $0.


 


“Other Improvement Effective Date”
means, in respect of an Approved Aircraft Improvement other than a Freighter
Conversion, the date by which each of the following has occurred: (a) the
completion of such Approved Aircraft Improvement, (b) the delivery of
appropriate completion and/or airworthiness certificates associated therewith
to the Administrative Agent, in form and substance reasonably acceptable
thereto, and (c) the placing of such Aircraft back into service following such
improvement.


 


“Other Non-Conduit Lender” means a
bank or other financial institution which, under an Assignment and Assumption,
an amendment to, or an amendment and restatement of this Agreement, as
applicable, hereafter agrees to become a party hereto as a Non-Conduit Lender
hereunder and/or any of its successors and assigns thereof permitted under the
terms hereof.


 


“Other Non-Conduit Lender Percentage”
of any Other Non-Conduit Lender means, (i) with respect to an Other Non-Conduit
Lender, the percentage set forth on the signature page to an amendment to or an
amendment and restatement of this Agreement, as such amount is reduced or
increased by any Assignment and Assumption entered into with an Eligible
Assignee (or other assignee consented to by the Borrower) or, after the
occurrence of an Event of Default, any other Person or (ii) with respect to an
Other Non-Conduit Lender that has entered into an Assignment and Assumption,
the amount set forth therein as such Non-Conduit Lender’s Other Non-Conduit
Lender Percentage, as such amount is reduced or increased by an Assignment and
Assumption entered into between such Other Non-Conduit Lender and an Eligible
Assignee (or other assignee consented to by the Borrower) or, after the
occurrence of an Event of Default, any other Person.


 


“Outstanding Class A Principal Amount”
means, as of any date of determination, the sum of all outstanding Class A
Advances.


 


“Outstanding Class B Principal Amount”
means, as of any date of determination, the sum of all outstanding Class B Advances.


 


“Outstanding Principal Amount”
means, as of any date of determination, the sum of all outstanding Advances.


 


“Own” means, with respect to an
Aircraft, to hold legal, direct and sole ownership of such Aircraft, or, in the
case of the ANA Aircraft, to hold beneficial ownership pursuant to the ANA
Beneficial Ownership Structure. The terms “Ownership” and “Owned by”
have a correlative meaning.


 


“Owner Participant” means a Borrower
Subsidiary which is the sole beneficial owner of one or more Aircraft by means
of owning, pursuant to an Owner Trust Agreement, all of the beneficial interest
in the Owner Trust which Owns such Aircraft.


 


45

















 


“Owner Trust” means an owner
trust, reasonably satisfactory to the Administrative Agent, (i) that is the
legal owner of an Aircraft and (ii) all of the beneficial interest in which is
owned by an Owner Participant pursuant to an Owner Trust Agreement.


 


“Owner Trust Agreement” means a
trust agreement, reasonably satisfactory to the Administrative Agent, between
an Owner Participant and an Owner Trustee.


 


“Owner Trustee” means a Person,
not in its individual capacity, but solely in its capacity as the owner trustee
of an Owner Trust under an Owner Trust Agreement, which such Person shall be
(i) a bank or trust company having a combined capital and surplus of at least
One Hundred Million Dollars ($100,000,000) and that is reasonably satisfactory
to the Administrative Agent, or (ii) any other Person that is reasonably
satisfactory to the Administrative Agent, it being understood that as of the
Closing Date any of Wells Fargo Bank National Association, Wells Fargo Bank
Northwest, National Association, Wilmington Trust Company, or U.S. Bank,
National Association each are satisfactory to the Administrative Agent.


 


“Participant”
means the party to a Participation Agreement identified as the “Participant”
thereunder, which party if becoming a Participant prior to the occurrence and
during the continuance of an Event of Default, (A) shall not be an entity
which, at the time of becoming a Participant, competes with AerCap in a
material manner in the leasing of commercial aircraft unless the Borrower has
otherwise consented to such specific competitor entity becoming a Participant,
and (B) if becoming a Participant prior to the Amortization Period, either (1)
has a long term debt rating of at least “A” from Standard & Poor’s and/or “A2”
from Moody’s, or a short term debt rating of at least “A-1” from Standard &
Poor’s and/or “P-1” from Moody’s, or (2) has otherwise been consented to by the
Borrower (with such consent not to be unreasonably withheld or delayed).


 


“Participation Agreement” means a
written agreement between UBSRESI and the applicable Participant, substantially
in the form attached hereto as Exhibit J.


 


“Patriot Act” has the meaning set
forth in Section 9.21.


 


“Payment Date” means the 10th day
of each calendar month, or if such 10th day is not a Business Day, the next
succeeding Business Day.


 


“Pension Plan” means, with respect
to any Person, any employee pension benefit plan within the meaning of Section
3(2) of ERISA, other than a Multiemployer Plan, which is subject to the
provisions of Title IV of ERISA or Section 412 of the Code and which (i) is
maintained for employees of such Person or any of its ERISA Affiliates or is
assumed by such Person or any of its ERISA Affiliates in connection with any
acquisition or (ii) has at any time been maintained for the employees of such
Person or any current or former ERISA Affiliate.


 


“Permitted Lien” means:


 


(i)            any Lien for Taxes if (a) such Taxes
shall not be due and payable, or (b) the obligation to pay such
Taxes is being contested in good faith by appropriate proceedings and as to
which reserves have been established and, in accordance with


 


46

















 


GAAP, are reflected in the
relevant financial statements, provided, that any proceedings related
thereto, or the continued existence of such Lien, does not give rise to any
reasonable likelihood of the sale, forfeiture or other loss of the affected
asset or of criminal liability on the part of any Borrower Group Member;


 


(ii)           in respect of any Aircraft, any
repairer’s, carrier’s or hangar keeper’s, warehousemen’s, mechanic’s or
materialmen’s Lien or employee and other like Liens arising in the ordinary
course of business by operation of law or any engine or parts-pooling
arrangements or other similar Lien if such Liens (a) have not been due and
payable for more than sixty (60) days, or (b) have been due and payable for
more than sixty (60) days, but are being contested in good faith and as to
which reserves, reasonably satisfactory to the Administrative Agent, have been
established and in accordance with GAAP are reflected in the relevant financial
statements, provided, that any proceedings related thereto, or the
continued existence of the Lien, do not give rise to any reasonable likelihood
of the sale, forfeiture or other loss of the affected assets or of criminal
liability on the part of any Borrower Group Member;


 


(iii)          any
Lien for any air navigation authority, airport tending, gate or handling (or
similar) charges or levies arising in the ordinary course of business unless
such Lien gives rise to a reasonable likelihood of the sale, forfeiture or other
loss of the affected assets or of criminal liability on the part of any
Borrower Group Member;


 


(iv)          any Lien created by a Lessee, a
sublessee of a Lessee or any Person claiming by or through a Lessee or such a
sublessee, provided that the Dollar equivalent amount of claims, charges or
obligations asserted to be secured by such Lien, does not exceed 10% of the
Adjusted Borrowing Value of the Aircraft as to which such Lien purports to
attach, unless Effectively Bonded;


 


(v)           any Lien created in favor of the
Collateral Agent, the Administrative Agent, the Funding Agents or the Lenders
pursuant to the Transaction Documents;


 


(vi)          any permitted lien or encumbrance, as
defined under any Lease, on any Aircraft or the engines or parts thereof (other
than liens or encumbrances created by the relevant lessor);


 


(vii)         the
respective rights of the Aircraft Owning Entity, any Applicable Intermediary
and the lessee under any applicable Lease (and the rights of any sublessee
under any permitted sublease relating to such Lease) and the documents related
thereto; and


 


(viii)        Liens
arising out of any judgment or amount with respect to which an appeal or
proceeding for review is being prosecuted in good faith by appropriate
proceedings diligently conducted and with respect to which a stay of execution
is in effect, and such stay is Effectively Bonded.


 


47

















 


“Person” means an individual,
partnership, corporation, business trust, limited liability company, joint
stock company, trust, unincorporated association, joint venture, government or
any agency or political subdivision thereof or any other entity.


 


“Platform” has the meaning set
forth in Section 17.3(c).


 


“Pledge of Borrower Equity” means
a pledge, assignment, grant, charge, security agreement or other similar
instrument, to be entered into by Codan Trust Company Limited as holder of 95%
of the entire Equity Interest in the Borrower, encumbering in favor of the
Collateral Agent such 95% Equity Interest in the Borrower.


 


“Political Risk/Repossession Insurance”
means coverage under (i) the insurance policy MJ 51225 provided by Willis
Limited for the benefit of the Borrower as in effect on the Original Closing
Date, in the form provided and certified as a true and correct copy by the
Borrower to the Administrative Agent for review prior to the Original Closing
Date, but subject to supplement and indorsement as necessary to procure
coverage levels up to at least the Required Coverage Amount and/or to effect
such other additional coverages or increases in coverage as the Borrower or the
Insurance Servicer may determine to obtain, and with such amendments,
addendums, endorsements, extensions or replacements as may have been entered
into consistent with the provisions of Section 10.34 hereof, or (ii)
such other comparable insurance policy or policies in replacement of the
foregoing as the Administrative Agent shall have reasonably approved.


 


“Precedent Lease” means (i) the
lease under which an Aircraft is leased at the time such Aircraft becomes
subject to the financing provided herein; or (ii) in connection with the
leasing of an Aircraft to a Person that is or has been a lessee of aircraft
from any Borrower Subsidiary, a form of lease substantially similar to the
prior or pre-existing lease to such lessee from such lessor.


 


“Prohibited Countries” means those
countries, as reasonably determined by the Administrative Agent from time to
time (based upon applicable Rating Agency guidelines then in effect), in which
Aircraft may not be registered in, or operated by lessees domiciled in or
organized under the laws of, such countries without procuring insurance
consistent with industry standards, which countries presently include
Afghanistan, Albania, Bosnia, Burma, Burundi, Cambodia, Congo, Cote d’Ivoire,
Cuba, Haiti, Herzegovina, Iran, Iraq, North Korea, Laos, Lebanon, Liberia,
Libya, Montenegro, Rwanda, Serbia, any former Soviet Republic (other than
Russia, Ukraine, Kazakhstan and Azerbaijan), Sudan, Syria, Yemen, Yugoslavia,
Zaire and Zimbabwe.


 


“Purchase Agreement Guaranty”
means the Guaranty Agreement of AerCap Holdings N.V., dated as of November 6,
2006, securing the obligations of AerCap under the AerCap-Borrower Purchase
Agreement, or any successor or replacement to such agreement contemplated by Section
12.1(f) hereof and the terms thereof.


 


“Qualifying Lender” means a
Lender, beneficially entitled to the interest payable to such Lender under this
Agreement (a) which is an entity qualifying as a body corporate; (b) which, by
virtue of the law of a relevant territory, is resident for the purposes of tax
in that relevant 


 


48

















 


territory (a relevant territory for this purpose
means (i) a Member State of the European Community (other than Ireland) or (ii)
a territory which has concluded a double-tax treaty with Ireland which has
force of law in Ireland and such relevant territory); and (c) to which the
interest payments under this Agreement are not made in connection with a trade
or business carried on by such Lender through a branch or agency in Ireland.


 


“Qualifying Purchase Option”
means, with respect to a Lease that has a purchase option exercisable by the
Lessee in respect of the Aircraft leased thereunder, that the expected purchase
price of such option (as determined as of the Advance Date with respect to such
Aircraft) will not be less than 95% of the Adjusted Borrowing Value of such
Aircraft on the date of purchase pursuant to the option.


 


“Quarterly Report” means a report
in substantially the form of Exhibit D hereto.


 


“Rating Agency” means Standard
& Poor’s and Moody’s, or any of them.


 


“Records” means all Leases and
other documents, books, records and other information (including, without
limitation, computer programs, tapes, disks, data processing software (to the
extent permitted by any applicable licenses) and related property and rights)
directly related to the Leases and the other Aircraft Assets related to the
Aircraft, and the servicing thereof, whether maintained by the Servicer or any
other Person, and including without limitation with respect to each Lease:
records including the lease number; Obligor name; Obligor address; Obligor
business phone number; original term; rent; stated termination date;
origination date; date of most recent payment; days (if any) currently
delinquent; number of contract extensions (months) to date; expiration date of
any current insurance policies; and past due late charges (if any).


 


“Related Expenses” means amounts
due by any Borrower Group Member to an Obligor under a Lease or related
document that are not funded out of the Maintenance Reserve Account or the
Security Deposit Account.


 


“Related
Security” means with respect to any Lease:


 


(a)           any and all security interests or
Liens and property subject thereto from time to time purporting to secure
payment of such Lease;


 


(b)           all guarantees, indemnities,
warranties, letters of credit, escrow accounts, insurance policies and proceeds
and premium refunds thereof and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Lease
whether pursuant to such Lease or otherwise;


 


(c)           the Records relating to such Lease;
and


 


(d)           all proceeds of the foregoing.


 


“Replaced
Lender” has the meaning set forth in Section 6.6(b).


 


“Replacement Lender” has the meaning set
forth in Section 6.6(b).


 


49

















 


“Required Coverage Amount” means,
with respect to any country described in clause (b)(2) of the definition of
Approved Country List, an amount of available coverage under Political
Risk/Repossession Insurance with respect to covered events affecting the
related Funded Aircraft, which amount results in net proceeds available under
such coverage at least equal to 105% of the aggregate Allocable Advance Amounts
of Funded Aircraft registered in such country or leased by a Lessee organized
or domiciled in such country (with such Allocable Advance Amount measured as of
the date the Aircraft became a Funded Aircraft hereunder).


 


“Required Liquidity Reserve Amount”
means, for any date of determination, an amount equal to (i) for so long as
Critical Mass exists, 4%, and (ii) otherwise, 6%, in each case of the Adjusted
Borrowing Value of the Funded Aircraft in the Borrower’s Portfolio as of such
date.


 


“Requirement of Law” means, as to
any Person, any law, treaty, rule, order or regulation or determination of a
regulatory authority or arbitrator or a court or other Government Entity, in
each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject, including, without
limitation, each Applicable Foreign Aviation Law applicable to such Person or
the Aircraft Owned or operated by it or as to which it has a contractual responsibility.


 


“Section 6.3 Indemnitee” has the
meaning set forth in Section 6.3(a).


 


“Security Deposit” means any
security deposits, commitment fees, consultant fees and any other supplemental
rent payments in respect thereof payable by any Lessee under a Lease.


 


“Security Deposit Account” means
an account (number 51946) in the name of the Borrower and maintained with the
Account Bank.


 


“Security Trust Agreement” means
the Security Trust Agreement, dated as of April 26, 2006 and substantially in
the form of Exhibit I hereto, among the Collateral Agent, the Borrower
and each of the Borrower Subsidiaries from time to time, as such agreement may
be amended, modified and/or restated from time to time pursuant to the terms
thereof.


 


“Seller” means any seller or transferor
of an Aircraft or Aircraft Owning Entity under a related Aircraft Acquisition
Document.


 


“Service Provider Agreements”
means, collectively, the Servicing Agreement, the Service Provider
Administrative Agency Agreement, and the Cash Management Agreement.


 


“Service Provider Administrative
Agency Agreement” means the Administrative Agency Agreement, dated as of
April 26, 2006, among the Service Provider Administrative Agent, the Financial
Administrative Agent, the Borrower, the Aircraft Owning Entities, the Owner
Participants, the Applicable Intermediaries and the Administrative Agent,
substantially in the form of Exhibit E hereto, as the same may be
amended, modified and/or restated from time to time pursuant to the terms
thereof.


 


“Service Provider Administrative Agent”
has the meaning set forth in the Preamble.


 


50

















 


“Service Provider Fees” means,
with respect to any Payment Date, (a) a fee for the services of the Servicer
under the Servicing Agreement, equal to 3.00%, (b) a fee for the services of
the Administrative Agent under the Service Provider Administrative Agency
Agreement, equal to 0.40%, (c) a fee for the services of the Cash Manager under
the Cash Management Agreement, equal to 0.40%, (d) a fee for the services of
the Insurance Servicer under the Servicing Agreement, equal to 0.10%, and (e) a
fee for the services of the Financial Administrative Agent under the Service
Provider Administrative Agency Agreement, equal to 0.10%, in each case of the total
amount of lease rental payments (excluding any Maintenance Reserves or Security
Deposits, unless and until applied to Lease obligations, and/or any payments
reimbursable to any Obligor) paid by Obligors and deposited into the Collection
Account during the monthly period commencing with a Determination Date through
the day preceding the next Determination Date.


 


“Service Providers” means,
collectively, the Servicer, Service Provider Administrative Agent, Insurance
Servicer, Cash Manager and Financial Administrative Agent.


 


“Servicer” has the meaning set
forth in the Preamble.


 


“Servicer Advance” has the meaning
assigned such term in Section 8.1(g).


 


“Servicer Advance Reimbursement”
means the amount of a Servicer Advance, to which the Servicer shall be entitled
to reimbursement under the Flow of Funds.


 


“Servicer Standard of Performance”
means, collectively, the Standard of Care and the Conflicts Standard, in each
case as such terms are defined in the Servicing Agreement.


 


“Servicer Termination Event” has the
meaning set forth in Section 12.1.


 


“Servicing Agreement” means the
Servicing Agreement, dated as of April 26, 2006, among the Servicer, the
Insurance Servicer, the Service Provider Administrative Agent, the Financial
Administrative Agent, the Borrower, the Aircraft Owning Entities, the Owner
Participants, the Applicable Intermediaries and the Administrative Agent,
substantially in the form of Exhibit G hereto, as the same may be
amended, modified and/or restated from time to time pursuant to the terms thereof.


 


“Settlement Date” means, with
respect to any Advance, (x) each Payment Date, or (y) the date on which the
Borrower shall repay or prepay Advances pursuant to Section 4.1 or Section
4.2.


 


“Solvent”
means, when used with respect to any Person, that at the time of determination:


 


(i)            the
fair value of its assets (both at fair valuation and at present fair saleable
value on an orderly basis) is in excess of the total amount of its liabilities,
including Contingent Liabilities; and


 


(ii)           it
is then able and expects to be able to pay its debts as they mature;


 


51














 


(iii)                               with respect to any Person formed,
organized or incorporated under the laws of Ireland, it is neither unable nor
deemed to be unable to pay its debts within the meaning of Section 214 of
the Companies Act, 1963 (as amended) or Section 2(3) of the Companies
(Amendment) Act 1990; and


 


(iv)                              it has capital sufficient to carry on its
business as conducted and as proposed to be conducted.


 


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


 


“State”
means a State in the United States of America.


 


“Stated
Maturity Date” means the third anniversary of the Conversion Date or, if
such third anniversary is not a Business Day, the first Business Day following
such fourth anniversary.


 


“Subsidiary” means, with respect to
any Person (for purposes of this definition only, the “Parent”) at any date, (i) any
person the accounts of which would be consolidated with those of the Parent in
the Parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, (ii) any other
corporation, limited liability company, association, trust or other business
entity of which securities or other ownership interests representing more than
50% of the voting power of all Equity Interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Board of
Directors thereof are, as of such date, owned, controlled or held by the Parent
and/or one or more subsidiaries of the Parent, (iii) any partnership (a) the
sole general partner or the managing general partner of which is the Parent
and/or one or more subsidiaries of the Parent or (b) the only general
partners of which are the Parent and/or one or more subsidiaries of the Parent
and (iv) any other person that is otherwise Controlled by the Parent
and/or one or more subsidiaries of the Parent.


 


“Supporting
Party” means AerCap Holdings N.V., in its capacity as signatory to the
Purchase Agreement Guaranty and the Indemnity Agreement, or any successor or
replacement thereto in such capacity as contemplated by Section 12.1(f) hereof
and the terms thereof.


 


“Syndication
Cooperation Agreement” means an agreement substantially in the form of
Exhibit N hereto, dated on or before the Original Closing Date,
among the Servicer, the Borrower and the Administrative Agent.


 


“Tateha”
means Tateha Aircraft Holding Corporation, a company organized under the law of
Japan.


 


“Tateha Aircraft Mortgage” means
the First Priority Aircraft Mortgage Agreement dated March 17, 2006,
between Tateha, as mortgagor, and Opal, as mortgagee, covering the ANA
Aircraft, as such mortgage may be amended, modified or supplemented from
time to time pursuant to the terms thereof.


 


52

















 


“Tateha Sale
and Conditional Repurchase Agreement” means the Sale and Conditional
Repurchase Agreement dated March 17, 2006, among Opal, as Seller, Tateha,
as Titleholder, and Mitsui, as Parent, covering the ANA Aircraft, as such
agreement may be amended, modified or supplemented from time to time
pursuant to the terms thereof.


 


“Taxes”
means all taxes, levies, imposts, duties, charges, fees, deductions or
withholdings imposed, levied, collected, withheld or assessed by any
Governmental Entity.


 


“Tax Return”
means any return, declaration, report, claim for refund, or information return
or statement relating to Taxes, including any schedule or attachment
thereto, and including any amendment thereof.


 


“Termination”
has the meaning set forth in Section 17.19.


 


“Termination Payment” has the meaning set
forth in Section 17.19.


 


“Third Party
Event” has the meaning set forth in Section 10.14.


 


“Tombo”
means Tombo Capital Corporation, a company organized under the law of Japan.


 


“Tombo
Assignment” means the Security Assignment dated March 17, 2006 between
Tombo, as assignor, and Lyon, as assignee, which includes as collateral the
rights of Tombo under the ANA Sublease, as such assignment may be amended,
modified or supplemented from time to time pursuant to the terms thereof.


 


“Tombo
Sublease” means the Aircraft Sublease Agreement dated March 17, 2006
between Lyon, as lessor, and Tombo, as lessee, covering the leasing of the ANA
Aircraft, as such sublease may be amended, modified or supplemented from
time to time pursuant to the terms thereof.


 


“Transaction
Documents” means the Credit Documents, any Aircraft Acquisition Document,
and any other documents executed or to be executed and delivered by the
Borrower, AerCap, any Service Provider or any Borrower Subsidiary in connection
therewith.


 


“Type”
means with respect to an Aircraft, the designation of Aircraft type or model
which designation is set forth on Table 1 and Table 2 in Appendix I hereto.


 


“UBS Funding
Agent” has the meaning set forth in the Preamble.


 


“UBS Funding
Group” means, collectively, each UBS Non-Conduit Lender.


 


“UBS Funding Group Limit” means
the maximum outstanding principal amount of Advances that may be extended
by the UBS Funding Group. As of the date of this Agreement, the UBS Funding
Group Limit is $1,000,000,000.


 


53

















 


“UBS
Non-Conduit Lender” means UBSRESI, each financial institutions identified
as a UBS Non-Conduit Lender on the signature pages hereof, and/or any of
their respective successors and assigns permitted under the terms hereof.


 


“UBS
Non-Conduit Lender Percentage” of any UBS Non-Conduit Lender means, (i) with
respect to UBSRESI, 100%, as such percentage is reduced or increased by any
Assignment and Assumption entered into with an Eligible Assignee (or other
assignee consented to by the Borrower) or, after the occurrence of an Event of
Default, any other Person or (ii) with respect to another UBS Non-Conduit
Lender that has entered into an Assignment and Assumption, the amount set forth
therein as such UBS Non-Conduit Lender’s UBS Non-Conduit Lender Percentage, as
such amount is reduced or increased by any Assignment and Assumption entered
into between such UBS Non-Conduit Lender and an Eligible Assignee (or other
assignee consented to by the Borrower) or, after the occurrence of an Event of
Default, any other Person.


 


“UBSRESI”
has the meaning set forth in the Preamble.


 


“UBSS”
has the meaning set forth in the Preamble.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the
applicable jurisdiction or jurisdictions.


 


“Weighted
Average Portfolio Age” means, as of any Payment Date for which the same is
determined, the weighted (by Adjusted Borrowing Value) average Aircraft Age of
the Borrower’s Portfolio as of such date.


 


“Weighted
Average Portfolio Age Limit” means 8.5 years.


 


“Weighted
Average Portfolio Age Advance Rate Adjustment” means an adjustment to the
Base Advance Rates based on the Weighted Average Portfolio Age as follows:


 


(a)                                  for any date of
determination as of which the Weighted Average Portfolio Age is above 8.0 years,
the applicable Base Advance Rate is reduced by 1.50 percentage points so long
as Critical Mass does not exist, and by 1.00 percentage points while Critical
Mass exists;


 


(b)                                 for any date of determination
as of which the Weighted Average Portfolio Age is above 7.5 years, but at or
below 8.0 years, the applicable Base Advance Rate is reduced by 1 percentage
point so long as Critical Mass does not exist, and by 5/10ths of a percentage
point while Critical Mass exists; and


 


(c)                                  for any date of
determination as of which the Weighted Average Portfolio Age is at or below 7.5 years,
the applicable Base Advance Rates will have no adjustment.


 


“Wet Lease” means any arrangement
whereby a lessee under a Lease (or the sublessee under any permitted sublease)
agrees to furnish an Aircraft to a lessee pursuant to which (i) such
lessee’s (or permitted sublessee’s) crew shall maintain full operational
control of the Aircraft, (ii) such Aircraft shall be operated solely by
regular employees of such lessee (or permitted


 


54

















 


sublessee) or independent contractors under the direction and
supervision of such lessee (or permitted sublessee) possessing all current
appropriate FAA or other Applicable Foreign Government Entity certificates and
licenses (it is understood that cabin attendants need not be regular employees
of such lessee), (iii) the insurance required under such Lease shall
remain in full force and effect, (iv) such Aircraft shall be maintained
and used by such lessee (or permitted sublessee) and any maintenance provider
in accordance with its normal maintenance practices and as required by the
terms of the applicable Lease (or any relevant permitted sublessee), and (v) the
term of any such arrangement does not extend beyond the remaining term of the
applicable Lease.


 


“Widebody
Aircraft” means Aircraft of the following Types (from the list of Types
shown on Table 1 of Appendix I hereto): any Type with a designation using “747”,
“767”, “777”, “A330” or “MD-11”.


 


“Widebody
Maximum Percentage” means 30%.


 


“Widebody
Percentage” means, as of any date of determination, the Facility Limit
Percentage of Funded Aircraft constituting Widebody Aircraft.


 


“Yield”
means, with respect to any period and any Advance, the sum of the daily
interest accrued on such Advances on each day during such period equal, for any
such day, to the product of (x) the outstanding principal amount of such
Advances on such day, (y) the applicable Lender Rate and (z) the applicable
computation period determined in accordance with Section 3.5 of
this Agreement,


 


provided that (1) after
the occurrence of an Event of Default, Yield shall accrue at the Default Rate
with respect to all Advances and (2) after the date any principal amount
of any Advance is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) or after any other monetary Obligation of the
Borrower arising under this Agreement shall become due and payable, the Borrower
shall pay (to the extent permitted by law, if in respect of any unpaid amounts
representing Yield) Yield (after as well as before judgment) on such amounts at
a rate per  annum equal to (A) with respect to Advances, the
greater of (i) the applicable Yield on such Advance as in effect on the
date that such Advance became due and payable, and (ii) the Federal Funds
Rate most recently determined by the Administrative Agent plus 0.50% per annum,
and (B) with respect to other Obligations, the Federal Funds Rate most
recently determined by the Administrative Agent plus 0.50% per annum.


 


SECTION 1.2  Other Definitional
Provisions. 


 


(a)                                  Unless
otherwise specified therein, all terms defined in this Agreement have the
meanings as so defined herein when used in any Note or any other Transaction
Document, certificate, report or other document made or delivered pursuant
hereto.


 


(b)                                 Each
term defined in the singular form in Section 1.1 or elsewhere
in this Agreement shall mean the plural thereof when the plural form of
such term is used in this Agreement, any Note or any other Transaction
Document, certificate, report or other document


 


55

















 


made or delivered pursuant hereto, and each term defined in the plural form in
Section 1.1 shall mean the singular thereof when the singular form of
such term is used herein or therein.


 


(c)                                  The
words “hereof,” “herein,” “hereunder” and similar terms when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and article, section, subsection, schedule and
exhibit references herein are references to articles, sections,
subsections, schedules and exhibits to this Agreement unless otherwise
specified.


 


(d)                                 All accounting terms
not specifically defined herein shall be construed in accordance with GAAP. All
terms used in Article 9 of the UCC in the State of New York, and not
specifically defined herein, are used herein as defined in such Article 9
or any other article of the UCC in the State of New York.


 


ARTICLE II


 


THE
FACILITY, ADVANCE PROCEDURES AND NOTES


 


SECTION 2.1  Facility.


 


(a)                                  Initial Class A
Advances. Subject to the terms and conditions of this Agreement, each of
the Conduit Lenders, if any, in each Class A Funding Group may, on or
after the Closing Date, in its sole discretion, and if the Conduit Lenders in
such Class A Funding Group do not (or, if there are no Conduit Lenders in
such Class A Funding Group), each Non-Conduit Lender in such Class A
Funding Group shall, ratably, make an initial Class A Advance to the
Borrower in such amounts as may be requested by the Borrower pursuant to Section 2.2
(the “Initial Class A Advances”). Notwithstanding the foregoing, if
UBSRESI has entered into a Participation Agreement relating to all or any
portion of its Non-Conduit Lender Commitment with respect to Initial Class A
Advances, it shall not be obligated to the Borrower to fund against such
related amount of its commitment under this subsection if it does not
receive funding in respect of such related amount from the applicable
Participant.


 


(b)                                 Initial Class B
Advances. Subject to the terms and conditions of this Agreement, each of
the Conduit Lenders, if any, in each Class B Funding Group may, on or
after the Closing Date, in its sole discretion, and if the Conduit Lenders in
such Class B Funding Group do not (or, if there are no Conduit Lenders in
such Class B Funding Group), each Non-Conduit Lender in such Class B
Funding Group shall, ratably, make an initial Class B Advance to the
Borrower in such amounts as may be requested by the Borrower pursuant to Section 2.2
(the “Initial Class B Advances” and, together with the Initial Class A
Advances, the “Initial Advances”). Notwithstanding the foregoing, if
UBSRESI has entered into a Participation Agreement relating to all or any
portion of its Non-Conduit Lender Commitment with respect to Initial Class B
Advances, it shall not be obligated to the Borrower to fund against such
related amount of its commitment under this subsection if it does not
receive funding in respect of such related amount from the applicable
Participant.


 


(c)                                  [Intentionally
omitted.]


 


56

















 


(d)                                 Additional Class A
Advances. Subject to the terms and conditions of this Agreement, each of the
Conduit Lenders, if any, in each Class A Funding Group may, in its sole
discretion, and if the Conduit Lenders in such Class A Funding Group do
not (or, if there are no Conduit Lenders in such Class A Funding Group),
each Non-Conduit Lender in such Class A Funding Group shall, during the
Additional Advance Commitment Period, ratably make Class A Advances to the
Borrower in such amounts as may be requested by the Borrower pursuant to Section 2.2
(the “Additional Class A Advances”, and, together with the Initial Class A
Advances, the “Class A Advances”). Notwithstanding the foregoing,
if UBSRESI has entered into a Participation Agreement relating to all or any
portion of its Non-Conduit Lender Commitment with respect to Additional Class A
Advances, it shall not be obligated to the Borrower to fund against such
related amount of its commitment under this subsection if it does not
receive funding in respect of such related amount from the Participant.


 


(e)                                  Additional Class B
Advances. Subject to the terms and conditions of this Agreement, each of
the Conduit Lenders, if any, in each Class B Funding Group may, in its
sole discretion, and if the Conduit Lender in such Class B Funding Group
do not (or, if there are no Conduit Lenders in such Class B Funding
Group), each Non-Conduit Lender in such Class B Funding Group shall,
during the Additional Advance Commitment Period, ratably make Class B
Advances to the Borrower in such amounts as may be requested by the
Borrower pursuant to Section 2.2 (the “Additional Class B
Advances,” and, together with the Initial Class B Advances, the “Class B
Advances”; the Additional Class B Advances together with the
Additional Class A Advances, the “Additional Advances”).
Notwithstanding the foregoing, if UBSRESI has entered into a Participation
Agreement relating to all or any portion of its Non-Conduit Lender Commitment
with respect to Additional Class B Advances, it shall not be obligated to
the Borrower to fund against such related amount of its commitment under this
subsection if it does not receive funding in respect of such related
amount from the Participant.


 


(f)                                    [Intentionally
omitted.]


 


(g)                                 Class A
Advance Limits, etc. Advances pursuant to clauses (a) and (d) above
are subject to the following requirements:


 


(i)                                     Initial
Class A Advances and Initial Class B Advances, and Additional Class A
Advances and Additional Class B Advances, relating to the same Aircraft
(or the same Original Agreement Refinancing Advance, Critical Mass Event
Advance or Increased Availability Advance or Improvement Advance, as the case may be),
in each case shall be made on the same date (the “Initial Advance Date”
or an “Additional Advance Date”, as applicable);


 


(ii)                                  After
giving effect to such Advances, the Outstanding Class A Principal Amount
outstanding hereunder shall not exceed the Maximum Class A Principal
Amount and the Outstanding Class A Principal Amount advanced by any
Non-Conduit Lender shall not exceed the Non-Conduit Lender Commitment of such
Non-Conduit Lender;


 


(iii)                               the
Outstanding Principal Amount outstanding hereunder shall not exceed the Maximum
Aggregate Principal Amount; and


 


57

















 


(iv)                              the
aggregate principal amount of all Class A Advances made by any Class A
Funding Group shall not exceed the related Funding Group Limit.


 


Each Class A Advance by a Class A
Funding Group shall be made on a pro rata basis based on the Class A
Funding Group Limit of such Class A Funding Group as a percentage of the
aggregate Class A Funding Group Limits of all Class A Funding Groups
and each Class A Advance by a Non-Conduit Lender in a Class A Funding
Group shall be made on a pro rata basis based on the Non-Conduit Lender
Commitment of such Non-Conduit Lender as a percentage of the aggregate
Non-Conduit Lender Commitments of all Non-Conduit Lenders in such Class A
Funding Group (except as otherwise provided in the proviso to the last sentence
of this Section 2.1(g)). Payments or prepayments of the Class A
Advances may be reborrowed from time to time prior to the Conversion Date
as Additional Class A Advances, but only to finance a portion of the
acquisition cost for acquiring an Additionally Financed Aircraft into the
Borrower’s Portfolio, or to finance the reimbursement of Approved Asset Improvement
Costs with an Improvement Advance, or in a single drawdown on a Payment Date as
a Critical Mass Event Advance, or in a drawdown on a Payment Date as an
Increased Availability Advance, and in each case otherwise subject to the terms
and conditions applicable to such Advances herein.


 


The obligations of the Class A Funding
Groups to fund Advances hereunder are several and not joint; provided, however,
that if a Class A Funding Group shall fail to fund a Class A Advance
pursuant to the terms hereof, any other Class A Funding Group may, in its
sole discretion, fund all or any portion of such Class A Advance without
regard to the pro rata provisions of this Agreement and without regard
to the Class A Funding Group Limit of such Class A Funding Group or
the Non-Conduit Lender Commitment of any Non-Conduit Lender included in such Class A
Funding Group which shall be deemed adjusted to reflect any such funding
without any other act by any Person being necessary.


 


(h)                                 Class B
Advance Limits, etc. Advances pursuant to clauses (b) and (e) above
are subject to the following requirements:


 


(i)                                     Initial
Class B Advances and Initial Class A Advances, and Additional Class B
Advances and Additional Class A Advances, relating to the same Aircraft
(or the same Original Agreement Refinancing Advance, Critical Mass Event
Advance or Increased Availability Advance or Improvement Advance, as the case may be),
in each case shall be made on the same Initial Advance Date or Additional
Advance date, as applicable;


 


(ii)                                  After
giving effect to such Advances, the Outstanding Class B Principal Amount
shall not exceed the Maximum Class B Principal Amount and the Outstanding Class B
Principal Amount advanced by any Non-Conduit Lender shall not exceed the
Non-Conduit Lender Commitment of such Non-Conduit Lender;


 


(iii)                               the
Outstanding Principal Amount shall not exceed the Maximum Aggregate Principal
Amount; and


 


(iv)                              the
aggregate principal amount of all Class B Advances made by any Class B
Funding Group shall not exceed the related Funding Group Limit.


 


58

















 


Each Class B Advance by a Class B
Funding Group shall be made on a pro rata basis based on the Class B
Funding Group Limit of such Class B Funding Group as a percentage of the
aggregate Class B Funding Group Limits of all Class B Funding Groups
and each Class B Advance by a Non-Conduit Lender in a Class B Funding
Group shall be made on a pro rata basis based on the Non-Conduit Lender
Commitment of such Non-Conduit Lender as a percentage of the aggregate
Non-Conduit Lender Commitments of all Non-Conduit Lenders in such Class B
Funding Group (except as otherwise provided in the proviso to the last sentence
of this Section 2.1(h)). Payments or prepayments of the Class B
Advances may be reborrowed from time to time prior to the Conversion Date
as Additional Class B Advances, but only to finance a portion of the
acquisition cost for acquiring an Additionally Financed Aircraft into the
Borrower’s Portfolio, or to finance the reimbursement of Approved Asset
Improvement Costs with an Improvement Advance, or in a single drawdown on a
Payment Date as a Critical Mass Event Advance, or in a drawdown on a Payment
Date as an Increased Availability Advance, and in each case otherwise subject
to the terms and conditions applicable to such Advances herein.


 


The obligations of the Class B Funding
Groups to fund Advances hereunder are several and not joint; provided, however,
that if a Class B Funding Group shall fail to fund a Class B Advance
pursuant to the terms hereof, any other Class B Funding Group may, in its
sole discretion, fund all or any portion of such Class B Advance without
regard to the pro  rata provisions of this Agreement and without
regard to the Class B Funding Group Limit of such Class B Funding
Group or the Non-Conduit Lender Commitment of any Non-Conduit Lender included
in such Class B Funding Group which shall be deemed adjusted to reflect
any such funding without any other act by any Person being necessary.


 


(i)                                     [Intentionally
omitted.]


 


(j)                                     UBSRESI
Agreements re Participant Rights. With respect to the references to UBSRESI’s
funding obligations in the relevant provisions in Section 2.1 above
in the event of a failure of a Participant to honor its funding agreement to
UBSRESI under a Participation Agreement, UBSRESI agrees with the Borrower that
UBSRESI will use commercially reasonable efforts to enforce its rights to
receive funds from the Participant (and agrees to consult with the Borrower in
good faith as to the progress of its efforts in such enforcement) (the “Enforcement
Efforts”); provided, that at the sole option of the Borrower, and upon the
Borrower’s written request, UBSRESI, in lieu of complying any further with the
Enforcement Efforts, will promptly assign to AMS AerCap all of its rights to
enforce against the Participant such dishonored funding obligation (and will
execute any necessary powers of attorney, and give other commercially
reasonable further assurances to or cooperation with the assignee, in order for
the assignee to receive the full benefit of the assignment of such rights
against the Participant under the Participation Agreement).


 


SECTION 2.2  Advance Procedures.


 


(a)                                  Initial Advances.
By at least 11:00 a.m., New York time, two (2) Business Days prior to
the Initial Advance Date (or at such later time, on or prior to the Initial
Advance Date, as the Borrower and the Administrative Agent may agree), the
Borrower may request Initial Advances hereunder, by giving notice (herein
called an “Initial Advance Request”) to the Administrative Agent and
each Funding Agent. The Initial Advance Request shall be


 


59

















 


substantially in the form of Exhibit A or, if Initial
Advance will be an Original Agreement Refinancing Advance, Exhibit A-1,
and shall include the date and amount of the Initial Advance, and a borrowing
base certification satisfactory to the Funding Agents, setting forth the
information required therein. The Initial Advance shall be the Original
Agreement Refinancing Advance (if any is required) or shall be made against,
and in connection with the acquisition into the Borrower’s Portfolio of, an
aggregate Adjusted Borrowing Value of Aircraft as specified on the related
Initial Advance Request, in either case, allocated among Class A Advances
and Class B Advances based on the respective applicable Borrowing Bases at
such time (and giving effect to such acquisition in determining the applicable
Borrowing Bases), and shall be allocated pro
rata among the Funding Groups based on their respective Funding
Group Limits. The Borrower’s Initial Advance Request shall be irrevocable
unless and to the extent otherwise agreed among the parties in connection with
closing the Initial Advances.


 


(b)                                 Additional Advances.
During the Additional Advance Commitment Period, the Borrower may request
Additional Advances from time to time hereunder, by giving notice (herein
called an “Additional Advance Request”) to the Administrative Agent and
the Collateral Agent and Account Bank (with a copy to be sent or delivered
separately to each Funding Agent and, if funding through a Holding Account Bank
is to be applicable, to the applicable Holding Account Bank), of the proposed
Additional Advances not later than 11:00 a.m., New York time, three (3) Business
Days prior to the proposed date of such Advances. The Additional Advance
Request shall be substantially in the form of Exhibit A and
shall include (i) the date and amount of such Additional Advances, (ii) whether
and to what extent such Additional Advance constitutes an Additional Advance
for the purpose of the Borrower’s directly or indirectly acquiring Additionally
Financed Aircraft, a Critical Mass Event Advance, an Improvement Advance or an
Increased Availability Advance, (iii) whether such Additional Advance will
involve transfers of Advance proceeds initially deposited into the Borrower
Funding Account to either or both of the London Holding Account and/or the Hong
Kong Holding Account pending subsequent release to the Borrower during the
Holding Period (as defined in subsection (c) of Section 2.3
below), and if so the amount of such transfers to such accounts, (iv) the
amount of the proceeds of any such Advance, if constituting proceeds of a Class B
Advance, to be transferred from the Borrower Funding Account for deposit into
the Liquidity Reserve Account, and (v) a borrowing base certification
satisfactory to the Administrative Agent, setting forth the information
required therein. Each Additional Advance Request (i) shall be for an
aggregate principal amount of at least $5,000,000 (except that the final
Additional Advance Request preceding the Conversion Date may be for a
lesser amount), (ii) shall be made against, and in connection with (unless
constituting an Improvement Advance, a Critical Mass Event Advance or an
Increased Availability Advance) the anticipated acquisition into the Borrower’s
Portfolio of an aggregate Adjusted Borrowing Value of Aircraft as specified on
the related Additional Advance Request, (iii) shall be allocated among Class A
Advances and Class B Advances based on the respective Borrowing Bases at
such time (and, in the case of Additionally Financed Aircraft, based on the
respective Borrowing Bases but calculating them giving effect to and assuming
all the proposed Additionally Financed Aircraft anticipated to be funded
through such Advances will be funded on the same date within the Holding
Period, and (iv) shall be allocated pro
rata among the Funding Groups based on their respective Funding
Group Limits.


 


60

















 


(c)                                  Funding Group
Procedures; Monthly Eurodollar Rate Determination.


 


(i)                                     The
UBS Funding Agent shall promptly send notice of each proposed Advance (and the
UBS Funding Group’s ratable share thereof) to all of the UBS Non-Conduit
Lenders concurrently by telecopier, or electronic mail promptly confirmed by
telecopier, specifying the date of such Advance, the UBS Non-Conduit Lender
Percentage of each UBS Non-Conduit Lender multiplied by the aggregate amount of
the UBS Funding Group’s ratable share of the Advance being requested and
whether the Yield for the Interest Period for such Advance is calculated based
on the Eurodollar Rate or the Alternate Base Rate.


 


(ii)                                  Each
Other Funding Agent shall promptly send notice of each proposed Advance (and
the Other Funding Group’s ratable share thereof) to all of the Other
Non-Conduit Lenders concurrently by telecopier, or electronic mail promptly
confirmed by telecopier, specifying the date of such Advance, the Other
Non-Conduit Lender Percentage of each Other Non-Conduit Lender multiplied by
the aggregate amount of the Other Funding Group’s ratable share of the Advance
being requested and whether the Yield for the Interest Period for such Advance
is calculated based on the Eurodollar Rate or the Alternate Base Rate.


 


(iii)                               If
a Conduit Lender in an Other Funding Group, if ever any, has determined not to
make its ratable share of a proposed Advance (or if there is no Conduit Lender
in such Other Funding Group), the related Other Funding Agent shall promptly
send notice of the proposed Advance (and such Conduit Lender’s ratable share
thereof, if applicable) to all of the related Non-Conduit Lenders in such Other
Funding Group concurrently by telecopier or electronic mail specifying the date
of such Advance, the Other Non-Conduit Lender Percentage of each Other
Non-Conduit Lender multiplied by the aggregate amount of the applicable Other
Funding Group’s ratable share of the Advance being requested, and whether the
Yield for the Interest Period for such Advance is calculated based on the
Eurodollar Rate or the Alternate Base Rate.


 


(iv)                              The
Administrative Agent shall, two (2) Business Day’s before the first day of
each full monthly Interest Period during which the Advances will continue to
bear interest based upon the Eurodollar Rate, determine the rate of interest
for the upcoming one month Interest Period for each Funding Group’s ratable
share of the outstanding Advances, as contemplated in the definition of
Eurodollar Rate. The Administrative Agent shall thereupon promptly notify the
Borrower and each Funding Agent of the Eurodollar Rate it so determines, which
will then constitute the Eurodollar Rate applicable to each Funding Group’s
ratable share of the Advances for the upcoming monthly Interest Period.


 


SECTION 2.3  Funding.


 


(a)                                  Subject to the
satisfaction of the conditions precedent set forth in Section 7.1B,
as well as the conditions precedent in Section 7.5 with respect to
the Initial Advance, or the conditions in Section 7.3 and Section 7.5
with respect to an Additional Advance constituting an Improvement Advance, or
the conditions in Section 7.4 and Section 7.5 with
respect to an


 


61

















 


Additional Advance constituting a Critical Mass Event Advance or an
Increased Availability Advance, as well as (in each case) the limitations set
forth in Section 2.1 and Section 2.2, each Funding
Agent, to the extent of the respective fundings made by the applicable Conduit
Lender[s] (if any) and/or Non-Conduit Lenders in its Funding Group, shall, by
wire transfer, make the proceeds of such requested Advance available in the
Deutsche Bank “Trust and Securities Services Account” (following which the
Collateral Agent/Account Bank shall immediately transfer such funds to Borrower
Funding Account) in same day funds no later than 12:30 p.m., New York
time, on the proposed date of the Advance; provided, that with respect
to Improvement Advances, the proceeds thereof shall be wire transferred at the
direction of the Borrower to the appropriate account of AerCap in repayment of
the related amounts borrowed under the AerCap Liquidity Facility, and the
proceeds of a portion of the related Class B Advances associated with an
Improvement Advances, Critical Mass Advance or Increased Availability Advance may be
directed by the Borrower for transfer from the Borrower Funding Account for
deposit into the Liquidity Reserve Account to increase the balance therein up
to their required funding levels. The Account Bank shall (i) not release
any funds in the Borrower Funding Account to, or at the direction of, the
Borrower unless the Account Bank shall have received written instructions
(which written instructions may be provided by e-mail) to do so from the
Administrative Agent, and also shall have received written directions (which
written directions may be provided by e-mail) from the Borrower of the
amounts to disburse and payment instructions, and (ii) if an Advance is
not to be made on the proposed date for such Advance because any condition
precedent with respect to such Advance has not been satisfied, return to the
applicable Funding Agent, the funds made available in the Borrower Funding
Account by such Person upon receipt of a written request of such Person.
Notwithstanding the foregoing, the funding and release procedures applicable to
Additional Advances requested to finance the acquisition of one or more
anticipated Additionally Financed Aircraft, as described on the related
Additional Advance Request, shall be as set forth in subsection (c) of
this Section below (including the provisions in such subsection relevant
to satisfaction of the conditions in Section 7.2 and Section 7.5
with respect to any such Additional Advance).


 


(b)                                 Notwithstanding
anything herein to the contrary, (x) a Non-Conduit Lender shall not be
obligated to make an Advance under this Section 2.3 at any time in
an amount which would exceed such Non-Conduit Lender’s Non-Conduit Lender
Commitment, less the amount of any prior Advances still outstanding made by
such Non-Conduit Lender, and (y) if a Non-Conduit Lender has entered into a
Participation Agreement relating to all or any portion of its Non-Conduit
Lender Commitment, it shall not be obligated to the Borrower to fund against
such related amount of its commitment if it does not receive funding in respect
of such related amount from the Participant. Each Non-Conduit Lender’s
obligation shall be several, such that the failure of any Non-Conduit Lender to
make available to the applicable Funding Agent any funds in connection with any
Advance shall not relieve any other Non-Conduit Lender of its obligation, if
any, hereunder to make funds available on the date of such Advance, but no
Non-Conduit Lender shall be responsible for the failure of any other Non-Conduit
Lender to make funds available in connection with any Advance; provided,
however, that:


 


(i)                                     if
a Class A Non-Conduit Lender shall fail to make available to the
applicable Funding Agent any funds in connection with any Class A Advance,
any other Class A Non-Conduit Lender in the same Funding Group (or any
other Class A


 


62

















 


Non-Conduit Lender in any other Funding
Group) may, in its sole discretion, make available to the Administrative Agent
any such funds without regard to the pro rata provisions of this
Agreement and without regard to the Class A Non-Conduit Lender Commitment
of such Non-Conduit Lender, each of which shall be deemed to be adjusted to
reflect such Advance without any act of any Person being necessary therefor;
and


 


(ii)                                  if
a Class B Non-Conduit Lender shall fail to make available to the
applicable Funding Agent any funds in connection with any Class B Advance,
any other Class B Non-Conduit Lender in the same Funding Group (or any
other Class B Non-Conduit Lender in any other Funding Group) may, in its
sole discretion, make available to the Administrative Agent any such funds
without regard to the pro rata provisions of this Agreement and without
regard to the Class B Non-Conduit Lender Commitment of such Non-Conduit
Lender, each of which shall be deemed to be adjusted to reflect such Advance
without any act of any Person being necessary therefor.


 


(c)                                  Notwithstanding the
provisions of subsection (a) of this Section 2.3 above, the
following funding and funds release procedures shall apply to Additional
Advances requested to finance the Borrower’s acquisition, directly or
indirectly, of one or more anticipated Additionally Financed Aircraft, as
described on the related Additional Advance Request (and references below to
such acquisitions, shall be deemed to refer to the Borrower indirect
acquisition through one or more Borrower Subsidiaries of such Aircraft).


 


(i)                                     The
Borrower’s Additional Advance Request, in addition to containing the other information
required for Additional Advance Requests described in Section 2.2(b), (A) shall
identify the amount of Advance proceeds initially deposited into the Borrower
Funding Account to be transferred to the London Holding Account and/or the Hong
Kong Holding Account (or if no such funds are to be so transferred, shall
specifically so indicate), and (B) shall identify, with the greatest
specificity feasible, the date or dates (any of which shall be a Business Day),
not less than three, and not more than eight, Business Days from the date that
the Borrower delivers such Advance Request (such period, the “Holding Period”),
that the Borrower anticipates that the conditions precedent to funding against
each proposed Additionally Financed Aircraft set forth in Sections 7.2
and 7.5 shall be satisfied as to each such requested Aircraft.


 


(ii)                                  Based
upon such Additional Advance Request containing the information set forth in
clause (i) of this subsection (c) (and the borrowing base
certification referred to in Section 2.2(b) above), and
subject to the limitations set forth in Section 2.1 and Section 2.2,
each Funding Agent, based on the respective fundings made by the applicable
Conduit Lender[s] (if any) and/or Non-Conduit Lenders in its Funding Group,
shall by wire transfer, make the entire proceeds of such requested Additional
Advance available in the Deutsche Bank “Trust and Securities Services Account”
(following which the Collateral Agent/Account Bank shall immediately transfer
such funds to the Borrower Funding Account) in same day funds no later than
12:30 p.m., New York time, on the third Business Day following delivery of
the related Additional Advance request. The Funding Agent (through the receipt
of funds from the related Lenders) is to make such proceeds available in the
Borrower Funding Account notwithstanding that the


 


63

















 


funding conditions set forth in Section 7.2
and 7.5 for acquisition of an Additionally Financed Aircraft shall not
yet have been satisfied in respect of all or any portion of the anticipated
Additionally Financed Aircraft. The respective amounts so advanced by the
Lenders through the related Funding Agent shall be based on the applicable
Borrowing Bases certified to by the Borrower as part of the related
Additional Advance Request (and assuming that all proposed Aircraft become
Funded Aircraft by the end of the Holding Period). Such Advances by the Lenders
shall constitute Advances for all purposes hereunder on and as of the date
made, notwithstanding that any one or more of the proposed Aircraft may not
become Additionally Financed Aircraft during the Holding Period.


 


(iii)                               Following
receipt of such Advances in the Borrower Funding Account, if the related
Advance Request has so specified, the Account Bank shall transfer on the date
of receipt, and without further direction or authorization from the Borrower,
any Funding Agent or the Administrative Agent required, the specified amount of
funds to the London Holding Account and/or the Hong Kong Holding Account, as
applicable.


 


(iv)                              On
any Business Day during the Holding Period, and while funds from the
above-described Advances remain within the Borrower Funding Account, London
Holding Account or Hong Kong Holding Account, as the case may be, the Borrower
may request a release of funds from such account to it or at its
direction, for the purpose of financing a portion of the acquisition cost of
one or more of the Aircraft described in the Additional Advance Request. The
Borrower shall make such request by giving notice (herein called a “Holding
Period Release Request”) to the Administrative Agent for the requested
release of funds not later than 10:00 a.m., New York time, on the
requested date of funding, which (A) shall be a Business Day, and (B) shall
be a day within the Holding Period. The Holding Period Release Request (1) shall
include the date and amount of such desired release of funds, (2) shall
specify the applicable account or accounts from which such release shall occur,
(3) shall specify wire transfer instructions for the delivery of released
funds to their intended recipient, (4) shall specify a time for such
release to occur (or otherwise indicate a manner for communicating such time of
release mutually acceptable to the Borrower and the Administrative Agent),
subject to the limitations of clause (v) immediately below, (5) shall
indicate that such release is for the purpose of funding a direct acquisition
of one or more of the Additionally Financed Aircraft identified in the related
Additional Advance Request (and specifically identify the Aircraft to be funded
with each requested release), and (6) shall contain a borrowing base
certification satisfactory to the Administrative Agent, setting forth the
information required therein. Each Holding Period Release Request shall be for
an aggregate amount of at least $1,000,000, but not exceeding the proceeds of
the related Advances held on deposit in the applicable account.


 


(v)                                 Assuming
compliance with the foregoing notice procedures and the satisfaction of each of
the conditions precedent to an Additional Advance for the purpose of acquiring
an Additionally Financed Aircraft under Section 7.2 and the
conditions set forth in Section 7.5, the Administrative Agent shall
(A) in the case of transfers from the Borrower Funding Account, instruct
the Account Bank to transfer the requested funds to


 


64

















 


the specified recipient account, at the time
the Borrower has requested that such transfer be made pursuant to the Holding
Period Release Request (but in no event later than 4 p.m., New York time,
on the requested date), and the Account Bank hereby agrees to comply with such
instruction; provided, however, that each of the parties hereto
understands and agrees that in the event that the Administrative Agent does not
provide written notification to the Collateral Agent and Account Bank by 2 p.m.
New York time stating that no such transfer instructions shall be delivered on
that date, any funds in the Borrower Funding Account may remain uninvested
until the next succeeding Business Day, and (B) in the case of transfers
from the London Holding Account or the Hong Kong Holding Account, instruct the
London Account Bank and/or the Hong Kong Account Bank, consistent with its
authorizations to do so in the related Holding Account Control Agreements, to
transfer the requested funds to the specified recipient account, at the time
the Borrower has requested that such transfer be made pursuant to the Holding
Period Release Request (but in no event later than the time specified in the
applicable Holding Account Control Agreement on the requested date).


 


(vi)                              The
Borrower may at any time and, if the Borrower fails to do so after the
Holding Period ends, the Administrative Agent shall, direct the London Account
Bank and/or Hong Kong Account Bank to transfer funds remaining on deposit in
the London Holding Account and/or the Hong Kong Holding Account back to the
Borrower Funding Account, and direct the Account Bank to transfer (following
receipt of the funds transfers referred to above into the Borrower Funding
Account, if applicable) all funds remaining in the Borrower Funding Account
after the Holding Period ends to the applicable Funding Agent for the account
of the each Lender in repayment of the related Advances not invested in an
Aircraft acquisition, pro  rata based on the respective
proportionate amount of such Advances initially funded. Any outstanding accrued
interest on such repaid Advances, together with breakage amounts, if any, that may be
owing in respect of such repayment pursuant to Section 6.4, will be
payable by the Borrower on the next Payment Date following the calendar month
in which such repayment occurs, pursuant to the Flow of Funds, and need not be
paid by the Borrower concurrently with such repayments


 


(vii)                           Notwithstanding
the foregoing provisions of this subsection (c), the Borrower will not be
permitted to use the funding mechanisms contemplated in the London Holding
Account and the Hong Kong Holding Account until the applicable account has been
established and made subject to a Holding Account Control Agreement, and until
the Borrower has procured a legal opinion, addressed to the Administrative
Agent and the Collateral Agent and in form and substance reasonably
satisfactory to the Administrative Agent, to the effect that the Collateral
Agent has, pursuant to the Holding Account Control Agreement or otherwise, a
valid, perfected (to the extent such concept applies under applicable law
governing the Holding Account Control Agreement), enforceable first priority
security interest in, pledge of, lien on or charge over, the London Holding
Account or Hong Kong Holding Account, as applicable.


 


SECTION 2.4  Representation and
Warranty. Each request for an Advance pursuant to Section 2.2
or delivery of a Holding Period Release Request shall automatically constitute
a


 


65

















 


representation and warranty by the Borrower to the Administrative
Agent, the Funding Agents and the Lenders that, on the date of such Advance or
the date of release of funds contemplated in the Holding Period Release
Request, and after giving effect to such Advance or release and the
consummation of the transactions contemplated in the making of such Advance or
release, (a) the representations and warranties contained in Article IX
will be true and correct as of the date of such Advance and such release, as
applicable, as though made on such date (except, that any such representations
or warranties expressly stated by their terms to be made only at or as of one
or more particular dates or times, shall be made only at or as of such
specified dates or times and are not so automatically repeated), (b) no
Default, Event of Default, Early Amortization Event, or event that would
constitute an Event of Default or Early Amortization Event but for the passage
of time or the giving of notice or both has occurred and is continuing or will
result from the making of such Advance and such release, as applicable, and (c) after
giving effect to such requested Advance and such release, as applicable:


 


(i)                                     the
Outstanding Class A Principal Amount hereunder shall not exceed the
Maximum Class A Principal Amount;


 


(ii)                                  the
Outstanding Class B Principal Amount hereunder shall not exceed the
Maximum Class B Principal Amount; and


 


(iv)                              the
Outstanding Principal Amount hereunder shall not exceed the Maximum Aggregate
Principal Amount.


 


SECTION 2.5  Notes. (a) The
Borrower shall, on the Initial Advance Date, execute and deliver a Note to each
Funding Agent if and to the extent requested to do so by such Funding Agent.
The Borrower shall promptly execute and deliver a Note to each new Funding
Agent that requests a Note after the Closing Date. All Notes (under and as
defined in the Original Agreement) delivered by the Borrower on the Original
Closing Date shall be returned to the Borrower, or its designee, on the Closing
Date.


 


(b)                                 The Advances and Yield
thereon related to a Funding Group shall at all times (including after
assignment pursuant to Section 15.1), to the extent a Note has been
requested by a Funding Agent, be represented by such Note and/or a replacement
Note therefor, payable to the order of the applicable requesting Funding Agent,
for the benefit of the Lenders in such Funding Agent’s Funding Group. The
Borrower hereby irrevocably authorizes each Funding Agent holding a Note to
make (or cause to be made) appropriate notations on the grid attached to its
Note (or on any continuation of such grid, or at any Lender’s option, in its
records), which notations, if made, shall evidence, inter  alia,
the date of, the outstanding principal of, and the Lender Rate and Interest
Period applicable to, the Advances evidenced thereby. Such notations shall be
conclusive and binding for all purposes absent manifest error; provided,
however, that the failure to make any such notations shall not limit or
otherwise affect any Obligations of the Borrower. Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of the Borrower to such bank resulting from each Loan of such
Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.


 


66

















 


(c)                                  With respect to each
Funding Agent that shall not have requested a Note, the Funding Agent shall
maintain a register pursuant to Section 15.5(a) and a subaccount
therein for each Lender in its related Funding Group, in which shall be
recorded (i) the amount of each Advance made by such Lenders hereunder,
and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to such Lender hereunder and (iii) both the amount of any sum
received by the Funding Agent hereunder from the Borrower and each such Lender’s
share thereof.


 


The entries made in such register and the
accounts of each such Lender maintained pursuant to subsection (c) of
this Section 2.5 shall, to the extent permitted by applicable law, be prima
facie evidence of the existence and amounts of the obligations of the
Borrower therein recorded; provided, however, that the failure of
any such Lender or its Funding Agent to maintain the register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Advances actually made to
the Borrower by such Lender in accordance with the terms of this Agreement.


 


ARTICLE III


 


YIELD,
FEES, ETC.


 


SECTION 3.1  Yield.


 


(a)                                  Payment. The
Borrower hereby promises to pay Yield on the unpaid principal amount of each
Advance (or each portion thereof) for the period commencing on the date of such
Advance until the date such Advance is paid in full.


 


(b)                                 Maximum Yield.
No provision of this Agreement or any Note shall require the payment or permit
the collection of Yield in excess of the maximum permitted by applicable law.


 


SECTION 3.2  Yield Payment Dates.
Yield accrued on (i) each Advance shall be payable on each Payment Date
and (ii) the amount of Advances being repaid or prepaid on any other
Settlement Date shall be paid on such Settlement Date.


 


SECTION 3.3  [Reserved].


 


SECTION 3.4  Fees. The
Borrower agrees to pay to the Administrative Agent certain Fees in the amounts
and on the dates set forth in the amended and restated letter agreement between
the Administrative Agent and the Borrower dated as of the date hereof (as the
same may be amended, restated, supplemented or otherwise modified pursuant
to its terms, the “Fee Letter”).


 


SECTION 3.5  Computation of
Yield. All Yield hereunder shall be computed on the basis of a year of 360
days, except that Yield computed by reference to the Alternate Base Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year),
and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Yield with
respect to each Funding Group shall be determined by


 


67

















 


the Funding Agent for such Funding Group in accordance with the
provisions of this Agreement and such determination shall be conclusive absent
manifest error.


 


ARTICLE IV


 


REPAYMENTS,
PREPAYMENTS AND PAYMENTS


 


SECTION 4.1  Required Principal
Repayments.


 


(a)                                  Payment Dates.
On each Payment Date occurring on or after the Conversion Date, the Borrower
shall be required to make the principal payments required under the Flow of
Funds (including as a result of the allocation and application of Collections
derived from the sale or other disposition, voluntary or involuntary, of an
Aircraft or Aircraft Owning Entity) in reduction of the aggregate Outstanding
Principal Amount to the extent of funds available to make such payments
pursuant to the Flow of Funds.


 


(b)                                 Facility
Termination Date. The aggregate Outstanding Principal Amount shall be due
and payable in full on the Facility Termination Date.


 


SECTION 4.2  Principal
Prepayments.


 


(a)                                  Voluntary Prepayment.
The Borrower may voluntarily prepay the outstanding principal amount of
the Advances, in whole or in part; provided, however, that:


 


(i)                                     all
such voluntary prepayments shall require at least three (3) Business Days’
prior written notice to the Administrative Agent and each Funding Agent;


 


(ii)                                  all
such voluntary partial prepayments shall be in a minimum amount of $1,000,000
(unless such payment results in a repayment in full); and


 


(iii)                               all
such voluntary prepayments shall be paid (x) prior to the Conversion Date, pro rata to the Lenders based upon the
respective outstanding Advances funded by such Lenders and (y) on and after the
Conversion Date, into the Collection Account and applied in accordance with the
terms of the Flow of Funds on the next Payment Date.


 


(b)                                 Mandatory
Prepayments. Upon the sale, transfer or other disposition of any Aircraft,
or any Equity Interest in any Aircraft Owning Entity or Owner Participant to a
Person that is not a Borrower Group Member, by the Borrower or any Borrower
Subsidiary (including, without limitation, in connection with the consummation
of any ABS Transaction or any other refinancing by the Borrower), the Borrower
shall forthwith deposit into the Collection Account an amount equal to the net
proceeds of such sale or disposition (together with all amounts maintained in
the Maintenance Reserves Account and the Security Deposit Account attributable
to such Aircraft or Equity Interest, that are not payable to the applicable
Lessee or seller of such Aircraft or Equity Interest), which amounts shall be
applied in accordance with the Flow of Funds hereof on the next Payment Date
after such sale, transfer or other disposition. Upon the occurrence of an Event
of Loss with respect to any Aircraft, the Borrower shall, on the first


 


68

















 


Payment Date following the receipt of any insurance, condemnation or
other proceeds (including any Lessee or other third party payments and all
amounts maintained in the Maintenance Reserves Account and the Security Deposit
Account attributable to such Aircraft that are not required to be returned to
the Lessee in accordance with the terms of the Lease) in respect of such Event
of Loss, deposit into the Collection Account an amount equal to the then
Allocable Advance Amount of such Aircraft (determined as of the date of such
Event of Loss), which amount shall be applied in accordance with the Flow of
Funds on the next Payment Date after such deposit.


 


(c)  Breakage. Each prepayment
under this Section 4.2 shall be subject to the payment of any
breakage cost amounts required by Section 6.4 resulting from such
prepayment; provided that there shall be no breakage costs for prepayments
occurring on any Payment Date.


 


SECTION 4.3  Payments Generally.
Subject to, and in accordance with, the provisions of this Agreement, all
payments of principal of, or Yield on, the Advances shall be made (whether
pursuant to the Flow of Funds or otherwise) no later than 2:00 p.m., New
York time, on the day when due in lawful money of the United States of America
in same day funds to the applicable Funding Agent, to one or more accounts
designated by the UBS Funding Agent, in the case of the UBS Funding Group, or
to one or more accounts designated by an Other Funding Agent, in the case of an
Other Funding Group, or such other account as the applicable Funding Agent
shall designate in writing to the Borrower and the Administrative Agent not
fewer than three (3) Business Days prior to the intended effective date of
any such designation. Funds received by the applicable Funding Agent after 2:00 p.m.,
New York time, on the date when due, will be deemed to have been received by
the applicable Funding Agent on its next following Business Day. It is
understood that payments made by the Borrower to a Funding Agent or the
Administrative Agent in accordance with this Agreement constitute, when made
and received, a discharge and satisfaction of the Borrower’s corresponding
obligation to the applicable Lender hereunder.


 


SECTION 4.4  Sharing of Set-Off.
If any Class A Lender or Class B Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain, at any time, payment in
respect of any principal of, or Yield on, any of its Advances or other
Obligations resulting in such Lender receiving payment of a proportion of the
aggregate amount of its Advances and accrued Yield thereon or other Obligations
greater than it would have been entitled to receive as provided herein, then
such Lender shall (a) notify the Administrative Agent and each Funding
Agent of such fact, and (b) purchase (for cash at face value)
participations in the Class A Advances or Class B Advances,
respectively, and such other Obligations of the other Class A Lenders or Class B
Lenders, respectively, or make such other adjustments as shall be equitable, so
that the benefit of all such payments shall be shared by such Lenders,
respectively, ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Class A Advances or Class B
Advances and other amounts owing them as provided herein, provided that:


 


(i)                                     if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest;
and


 


69

















 


(ii)                                  the
provisions of this paragraph shall not be construed to apply to (x) any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Advances to any assignee
or participant, other than to the Borrower or any Subsidiary thereof (as to
which the provisions of this paragraph shall apply).


 


The Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under any applicable Requirement of Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against
the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation. If under applicable bankruptcy, insolvency
or any similar law any Lender receives a secured claim in lieu of a setoff or
counterclaim to which this paragraph applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner consistent
with the rights to which the Lender is entitled under this paragraph to share
in the benefits of the recovery of such secured claim.


 


ARTICLE V


 


LIQUIDITY
RESERVE


 


SECTION 5.1  Establishment of
Liquidity Reserve Account.


 


(a)                                  Liquidity Reserve.
On or prior to the Initial Advance Date, the Borrower shall have opened an
account (number 51949) in the name of the Borrower maintained with the Account
Bank (the “Liquidity Reserve Account”) and deposited into such Liquidity
Reserve Account an amount at least equal to the Initial Required Liquidity
Reserve Amount as of such Initial Advance Date (and after giving effect to the
Initial Advances to be funded on such date). Such amounts may be funded
with the proceeds of Class B Advances.


 


(b)                                 Maintenance of Reserves.
The Collateral Agent shall take all actions as shall be reasonably necessary to
preserve, protect, maintain or enforce its rights with respect to the Liquidity
Reserve Account.


 


(c)                                  Provisions
Applicable to Reserve Accounts. The following provisions will apply to the
Liquidity Reserve Account established pursuant to Section 5.1(a):


 


(i)                                     The
Liquidity Reserve Account shall be subject to the control provisions of the
Security Trust Agreement, and neither the Borrower nor any Affiliate, agent,
employee or officer of the Borrower shall have any right to withdraw any amount
from the Liquidity Reserve Account.


 


(ii)                                  The
taxpayer identification number associated with the Liquidity Reserve Account
shall be that of the Borrower and the Borrower will report for federal, state
and local income tax purposes the income, if any, earned on funds in the
Liquidity Reserve Account.


 


70

















 


(iii)                               All
funds on deposit in the Liquidity Reserve Account shall be invested in Eligible
Investments as specified by the Borrower in writing to the Account Bank from
time to time; provided, that if the Borrower shall fail to specify such
Eligible Investments in a timely manner, the Collateral Agent, at the direction
of the Administrative Agent, may specify such Eligible Investments. All
investments of funds on deposit in the Liquidity Reserve Account shall mature,
or may be sold or withdrawn without loss, not later than the Business Day
preceding the next Payment Date. Income earned on funds deposited to the
Liquidity Reserve Account, if any, shall be transferred by the Account Bank to
the Collection Account on the Business Day prior to each Payment Date for
distribution pursuant to the Flow of Funds.


 


(iv)                              Each
of the Borrower and the Administrative Agent hereby agree and acknowledge,
notwithstanding the agreements of the Collateral Agent described in this Section 5.1(c),
that the Collateral Agent shall retain exclusive dominion and control of the
Liquidity Reserve Account.


 


(d)                                 Liquidity Reserve
Draws. (i) To the extent that Available Collections on deposit in the
Collection Account on any Payment Date shall be insufficient to pay any of the
amounts set forth immediately below which are due or payable on such Payment
Date in accordance with the Flow of Funds (the amount by which such funds shall
be so insufficient is herein referred to as an “Insufficiency”), the
Borrower or, if the Borrower fails to do so, the Collateral Agent (at the
written direction of the Administrative Agent), shall make a draw upon the
Liquidity Reserve Account in an amount equal to the lesser of (i) the
amount then available to be drawn under the Liquidity Reserve Account and (ii) the
applicable Insufficiency. If the Borrower has made such draw, it shall deposit
the proceeds thereof into the Collection Account and (whether the Borrower or
the Collateral Agent has made such draw) the Collateral Agent shall apply, to
the extent possible, the proceeds of such draw to the amounts set forth below
which shall be due or payable on such Payment Date but are not as a result of
the Insufficiency being otherwise paid, in the order of priority set forth
below:


 


(A)                              to
the Collateral Agent in payment in full of all accrued Collateral Agent Fees
and Expenses;


 


(B)                                pro
rata (1) to the counterparties on any Hedge Agreements for the hedge
payments due from the Borrower thereunder (other than termination payments), if
any, and (2) ratably to each Class A Funding Agent, any Yield due
under this Agreement in respect of outstanding Class A Advances funded by
such Class A Funding Agent’s Class A Funding Group (it being agreed
that each Class A Funding Agent shall distribute any such Yield received
to the Lenders in its Funding Group on a pro rata basis based upon the
outstanding principal amount of Advances funded by such Lenders);


 


(C)                                pro
rata, (1) to each Class A Funding Agent in respect of outstanding Class A
Advances funded by such Funding Agent’s Funding Group, in the amount of the Class A
Borrowing Base Deficiency on such Payment Date (it being agreed that each Class A
Funding Agent shall distribute any such amount received to the Lenders in its
Funding Group on a pro rata basis based


 


71

















 


upon the outstanding principal amount of
Advances funded by such Lenders), and (2) to the counterparties on any
Hedge Agreements for the hedge termination payments due from the Borrower
thereunder (unless a default by the non-Borrower counterparty has caused the
early termination);


 


(D)                               ratably
to each Class B Funding Agent, any Yield (other than Yield accrued at the
Default Rate to the extent in excess of the Yield that would otherwise be
payable but for the occurrence and continuance of an Event of Default) due
under this Agreement in respect of outstanding Class B Advances funded by
such Funding Agent’s Funding Group (it being agreed that each Class B
Funding Agent shall distribute any such Yield received to the Lenders in its
Funding Group on a pro rata basis based upon the outstanding principal amount of
Advances funded by such Lenders); and


 


(E)                                 ratably
to each Class B Funding Agent in respect of outstanding Class B
Advances funded by such Funding Agent’s Funding Group, in the amount of the Class B
Borrowing Base Deficiency on such Payment Date (it being agreed that each Class B
Funding Agent shall distribute any such amount received to the Lenders in its
Funding Group on a pro rata basis based upon the outstanding principal amount
of Advances funded by such Lenders).


 


(ii)                                  Upon
the occurrence of an Event of Default, the Collateral Agent (at the direction
of the Administrative Agent) shall promptly and, if the Collateral Agent fails
to do so, the Administrative Agent may, draw upon the Liquidity Reserve Account
in full and immediately deposit into the Collection Account for distribution
pursuant to the Flow of Funds on the next Payment Date, an amount equal to the
proceeds of such draw minus a holdback amount, if any, specified by the
Administrative Agent. To the extent that an Insufficiency shall exist on any
Payment Date after the initial holdback (if any) described above, the
Collateral Agent (at the direction of the Administrative Agent) shall make a
withdrawal from the remaining funds in the Liquidity Reserve Account in an
amount equal to the lesser of (i) the amount then available to be
withdrawn from the Liquidity Reserve Account and (ii) the amount which, if
treated as Available Collections and applied pursuant to the Flow of Funds on
such Payment Date, would eliminate the applicable Insufficiency, and shall so
apply, to the extent possible, the funds so withdrawn.


 


(iii)                               To
the extent that the Liquidity Reserve as of any Payment Date prior to the
occurrence of an Event of Default (and after giving effect to all allocations
under the Flow of Funds and other transactions, if any, to occur on such
Payment Date) will exceed the Required Liquidity Reserve Amount, such excess may be
released and applied as part of the Available Collections on such Payment
Date as set forth in the Flow of Funds.


 


(e)                                  Any Funds in the Class C
Reserve Account (as defined in the Original Agreement) shall be released and
applied as part of the Available Collections (as set forth in the Flow of
Funds) on the first Payment Date following the Closing Date.


 


72

















 


ARTICLE VI


 


INCREASED
COSTS, ETC.


 


SECTION 6.1  Illegality.
Notwithstanding any other provision herein, if the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof shall
make it unlawful for any Lender to make or maintain Advances as contemplated by
this Agreement based upon the Eurodollar Rate (“Eurodollar Rate Advances”),
such Lender shall give notice thereof to the Administrative Agent, the
applicable Funding Agent and the Borrower describing the relevant provisions of
such Requirement of Law, following which (a) the Commitment of a
Non-Conduit Lender hereunder to make Eurodollar Rate Advances, and the
agreement of any Lender to continue Eurodollar Rate Advances as such, as
applicable, shall forthwith be cancelled and (b) such Lender’s Advances
then outstanding as Eurodollar Rate Advances, if any, shall accrue Yield at the
Alternate Base Rate (i) from the next succeeding Payment Date or (ii) on
any earlier date as required by law. If any such conversion of any Eurodollar
Rate Advance occurs on a day that is not a Payment Date, the Borrower shall pay
to such Lender such amounts, if any, as may be required pursuant to Section 6.4.


 


SECTION 6.2  Increased Costs.


 


(a)                                  If
(i) there shall be any increase in the cost to any Lender or any of its
Affiliates, assignees or participants (and any further assignees or
participants thereof) or any Person providing such Lender with a liquidity or
credit enhancement arrangement (each of the foregoing an “Affected Party”)
of agreeing to make or making, funding or maintaining any Advance hereunder or (ii) any
reduction in any amount receivable in respect thereof or otherwise under this
Agreement, and such increased cost or reduced amount receivable is due to
either:


 


(x)                                   the
introduction of or any change (including, without limitation, any change by way
of imposition or increase of reserve requirements) in or in the interpretation
of any law, regulation or accounting principle after the Original Closing Date
(other than in respect of Taxes and other amounts addressed by Section 6.3);
or


 


(y)                                 the
compliance with any guideline or request from any central bank or other
Government Entity (whether or not having the force of law),


 


then the Borrower shall from time to time, on the first Payment Date
occurring at least five (5) Business Days after the Borrower’s receipt of
written demand by such Affected Party, pay such Affected Party additional
amounts sufficient to compensate such Affected Party for such increased cost or
reduced amount receivable.


 


(b)                                 If any Affected Party
shall have reasonably determined that (i) the applicability of any law,
rule, regulation or guideline adopted after the Original Closing Date, or the
initial implementation after the Original Closing Date of any such law, rule,
regulation or guideline adopted but not initially implemented prior to the
Original Closing Date, pursuant to or arising out of (A) the July 1988
paper of the Basel Committee on Banking Regulations and Supervisory Practices
entitled “International Convergence of Capital Measurement and Capital
Standards,” or


 


73

















 


(B) the proposal for New Basel Capital Accord issued by the Basel
Committee on Banking Supervision (as revised from time to time, the “New
Accord”), or (ii) the adoption of any other law, rule, regulation or
guideline after the Original Closing Date regarding capital adequacy, or the
initial implementation after the Original Closing Date of any such law, rule,
regulation or guideline adopted but not initially implemented prior to the
Original Closing Date, and in either case affecting such Affected Party
(including, but not limited to, any rule to be so adopted or so
implemented with respect to recourse, residuals, liquidity commitments or
direct credit substitutes, referred to hereinafter as the “New Rules”),
or (iii) any change arising in the foregoing or in the interpretation or
administration of any of the foregoing by any Government Entity, central bank
or comparable agency charged with the interpretation or administration thereof,
or (iv) compliance by such Affected Party (or any lending office of such
Affected Party), or any holding company for such Affected Party which is
subject to any of the capital requirements described above, with any request or
directive of general application issued regarding capital adequacy (whether or
not having the force of law) of any such Government Entity, central bank or
comparable agency has or would have the effect of reducing the rate of return
on such Affected Party’s capital or on the capital of any such holding company
as a direct consequence of such Affected Party’s obligations hereunder or
arising in connection herewith to a level below that which such Affected Party
or any such holding company could have achieved but for such adoption, change
or compliance (taking into consideration such Affected Party’s policies and the
policies of such holding company with respect to capital adequacy) by an amount
deemed by such Affected Party to be material, then from time to time such
Affected Party may request the Borrower to pay to such Affected Party such
additional amounts as will compensate such Affected Party or any such holding
company for any such reduction suffered.


 


(c)                                  If as a result of any
event or circumstance similar to those described in Section 6.2(a) or
Section 6.2(b), any Affected Party is required to compensate a bank
or other financial institution providing liquidity support, credit enhancement
or other similar support to such Affected Party (whether directly or through a
participation) with respect to amounts similar to those described in Section 6.2(a) or
Section 6.2(b) in connection with this Agreement or the
funding or maintenance of Advances hereunder, then within ten days after demand
by such Affected Party, the Borrower shall pay to such Affected Party such
additional amount or amounts as may be necessary to reimburse such
Affected Party for any amounts paid by it. The Borrower acknowledges to each
Lender that such Lender is providing no assurance that the committed liquidity
support provided with respect to this Agreement will be assigned a zero percent
credit-conversion factor under risk-based capital guidelines adopted by
applicable bank regulatory authorities in response to the framework therefor
announced in July, 1988 by the Basel Committee on Banking Regulations and
Supervisory Practices or in response to the New Accord or under the New Rules.
Notwithstanding the foregoing, no amount shall be payable under this subsection (c) except
to the extent the affected bank or other financial institution providing the
aforementioned support is a party to this Agreement as a Lender and is
accordingly subject to the same provisions and restrictions applicable herein
to a Lender party hereto (including without limitation, the provisions of Sections
6.2, 6.5 and 6.6 with respect to any claims made under this
subsection (c).


 


(d)                                 Any
failure or delay on the part of any Affected Party to demand compensation
pursuant to clause (a), (b) or (c) of this Section 6.2
shall not constitute a waiver of such Affected


 


74

















 


Party’s right to demand such compensation; provided, that the
Borrower shall not be required to compensate an Affected Party pursuant to such
clauses of this Section 6.2 for any increased costs incurred or
reductions suffered more than 120 days prior to the date that such Affected
Party notifies the Borrower of the event or events giving rise to such
increased costs or reductions and of such Affected Party’s intention to claim
compensation therefor (except that, if such event or events have a retroactive
effect, then the 120 day period referred to above shall be extended to include
the period of retroactive effect thereof).


 


(e)                                  The Borrower shall
pay to any Lender, so long as such Lender shall be required under regulations
of the Board of Governors of the Federal Reserve System to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency Liabilities,
additional Yield on the unpaid Eurodollar Rate Advances of such Lender during
each Interest Period, for such Interest Period, at a rate per annum equal, at
all times during such Interest Period, to the remainder obtained by subtracting
(i) the Eurodollar Rate for such Interest Period from (ii) the rate
obtained by dividing such Eurodollar Rate referred to in clause (i) above
by that percentage equal to 100% minus the Eurodollar Rate Reserve
Percentage of such Lender for such Interest Period, payable on each date on
which Yield is payable on such Advances. Such additional Yield shall be
determined by such Lender and notice thereof (accompanied by a statement
setting forth the basis for the amount being claimed) given to the Borrower
through the applicable Funding Agent within thirty (30) days after any Yield
payment is made with respect to which such additional Yield is requested. Such
written statement shall, in the absence of manifest error, be conclusive and
binding for all purposes.


 


SECTION 6.3  Taxes.


 


(a)                                  All payments made by
the Borrower under this Agreement shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future Taxes now
or hereafter imposed, levied, collected, withheld or assessed by any Government
Entity, excluding income, gross receipts, franchise, net worth, doing business
and similar Taxes imposed on, respectively, the Administrative Agent, the
Collateral Agent, any Funding Agent or any Lender as a result of a present or
former connection between, respectively, the Administrative Agent, the
Collateral Agent, such Funding Agent or such Lender and the jurisdiction of the
Government Entity imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely
from the respective Administrative Agent, Collateral Agent, Funding Agent or
Lender having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement). If any such non-excluded Taxes (“Non-Excluded
Taxes”) are required to be withheld from any amounts payable to the
Administrative Agent, the Collateral Agent, any Funding Agent or any Lender
hereunder, respectively (each a “Section 6.3 Indemnitee”), the
amounts so payable to such Section 6.3 Indemnitee shall be increased to
the extent necessary to yield to such respective Section 6.3 Indemnitee
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in or pursuant to
this Agreement; provided, however, that the Borrower shall not be
required to increase any such amounts payable to any Section 6.3
Indemnitee to the extent imposed as a result of the failure of any such Section 6.3
Indemnitee, or in the case of any amounts payable by any Funding Agent, any
related Lender, to comply with the requirements of paragraph (b) of this Section 6.3
or as a


 


75

















 


result of such Lender failing to be a Qualifying Lender; provided
further, that the immediately preceding proviso shall not apply, and the
Borrower’s obligations to make increased payments to any Section 6.3
Indemnitee pursuant to this Section 6.3(a) shall continue to apply,
to the extent that any such noncompliance or the failure to be a Qualifying
Lender is attributable to (x) a change in applicable law or regulation or in
the interpretation thereof, or the introduction of any law or regulation, in
either case that occurs after the Original Closing Date or later date on which
a respective Section 6.3 Indemnitee becomes a party hereto, or (y) the
existence or exercise of the rights of the Borrower or AMS AerCap described in Section 2.1(j).
Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as
possible thereafter, the Borrower shall send to the Administrative Agent, the
Collateral Agent and each applicable Funding Agent for their respective
accounts or for the account of the applicable Lender, as the case may be,
a certified copy of an original official receipt (or other evidence reasonably
satisfactory to such Person) received by the Borrower showing payment thereof. If
the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, the Collateral
Agent or the applicable Funding Agent, as the case may be, the required
receipts or other required documentary evidence, the Borrower shall indemnify
the Administrative Agent, the Collateral Agent and the Lenders for any incremental
Taxes, interest or penalties (and related costs) that may become payable,
respectively, by the Administrative Agent, the Collateral Agent or any Lender
as a result of any such failure. The agreements in this Section 6.3
shall survive the termination of this Agreement and the payment of all other
amounts payable hereunder.


 


(b)                                 Each Section 6.3
Indemnitee shall, to the extent it may lawfully do so, deliver to the
Borrower, or to the Funding Agent for each Funding Group in the case of any
Lender (in such number of copies as shall be requested by the recipient), on or
prior to the date on which such Person becomes a Lender, Administrative Agent,
Collateral Agent or Funding Agent under this Agreement (and from time to time
thereafter upon the request of Borrower and each such Funding Agent), but only
if such Person is legally entitled to do so, any
form or information prescribed by applicable Requirements of Law as a
basis for claiming exemption from or a reduction in withholding tax duly
completed together with such supplementary documentation as may be
prescribed by any applicable Requirement of Law to permit the Borrower or any
applicable Funding Agent to determine the withholding or deduction required to
be made. Each Section 6.3 Indemnitee agrees to take such actions as the
Borrower shall reasonably request and as are consistent with applicable
Requirements of Law to claim any available reductions or exemptions from
Non-Excluded Taxes and to otherwise cooperate with the Borrower to minimize any
amounts payable by the Borrower under this Section 6.3, provided that any
material costs incurred in taking such actions (including attorneys’ fees)
shall be for the account of the Borrower. Each Lender further represents that
it is a Qualifying Lender as of the Closing Date or other date as of which it
becomes a Lender hereunder, and agrees to advise the Borrower reasonably
promptly following its becoming aware that it is no longer a Qualifying Lender.


 


Without limiting the foregoing, each Person
that is an assignee pursuant to Article XV shall, upon the
effectiveness of the related transfer, be required to provide all of the forms
and statements required pursuant to this Section 6.3.


 


76

















 


(c)                                  The Borrower agrees
to pay any present or future stamp, sales, documentary, filing, registration,
excise or property Taxes or any other Taxes, fees, charges or other levies
payable, or determined to be payable, in connection with the execution,
delivery, filing recording or registration of this Agreement and any other
Transaction Documents and agrees to indemnify any Section 6.3 Indemnitee
against any liabilities (including related costs) with respect to or resulting
from any delay in paying or the omission to pay such Taxes.


 


(d)                                 The Borrower shall
indemnify any Section 6.3 Indemnitee, within ten (10) Business Days
after written demand therefor, for the full amount of any Non-Excluded Taxes
(including Non-Excluded Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by any such Section 6.3 Indemnitee, and
any penalties, interest and reasonable expenses (including costs of contesting
such Non-Excluded Taxes) arising therefrom or with respect thereto. A
certificate as to the amount of such payment or liability delivered to the
Borrower by any Lender (with a copy to the Administrative Agent), by the
Collateral Agent or by the Administrative Agent on its own behalf or on behalf
of any Lender, setting forth in reasonable detail the manner in which such
amount was determined, shall be conclusive absent manifest error.


 


(e)                                  If any Section 6.3
Indemnitee receives a refund of any Taxes as to which it has been indemnified
by the Borrower or with respect to which the Borrower has paid additional
amounts pursuant to this Section 6.3, such Section 6.3 Indemnitee
shall pay over such refund (net of all out-of-pocket expenses of such Section 6.3
Indemnitee and without interest, other than any interest paid to it with
respect to such refund) to the Borrower (but only to the extent of the amounts
paid by the Borrower under this Section 6.3 with respect to the Taxes
giving rise to such refund, plus any interest received with respect to such
refund); provided, that the Borrower, upon the request of any such Section 6.3
Indemnitee, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed) to the Section 6.3
Indemnitee in the event such Section 6.3 Indemnitee is required to repay
such refund to any Government Entity. This subsection (e) shall not
be construed to require any Section 6.3 Indemnitee to make available its
Tax Returns (or any other information relating to its Taxes which it deems
confidential) to the Borrower or any other Person.


 


SECTION 6.4  Indemnity Regarding
Breakage Costs. The Borrower hereby agrees to indemnify each Lender and to
hold each Lender harmless from any loss (other than loss of Applicable Margin)
or reasonable expense which such Lender may sustain or incur as a
consequence of (a) default or rescission, as applicable, by the Borrower
in making a borrowing of, conversion into or continuation of any Advance
hereunder on the date requested after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b) default
by the Borrower in making any prepayment on the date requested after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Advances on a day which is
not the last day of an Interest Period with respect thereto. Such
indemnification shall be in an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, for the period from the date of such prepayment or of such failure to
borrow to the last day of such Interest Period (or, in the case of a failure to
borrow, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for


 


77

















 


such Advances provided for herein (minus the Applicable Margin) over (ii) the
amount of interest (as determined by such Lender) which would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank eurodollar market. This covenant
shall survive the termination of this Agreement and the payment of all other
amounts payable hereunder.


 


SECTION 6.5  Notice of Amounts Payable. In the event
that any Lender becomes aware that any amounts are or will be owed to it
pursuant to Section 6.1, 6.2 or 6.3(a), then it shall
promptly notify the Borrower thereof; provided that any failure to
provide such notice shall not affect the Borrower’s obligations hereunder or
under the other Transaction Documents or result in any liability of or on the part of
such Lender. The amounts set forth in such notice shall be conclusive and
binding for all purposes absent manifest error.


 


SECTION 6.6  Mitigation Obligations;
Replacement.


 


(a)                                  If any Lender or any
of its Affiliates requests compensation under Section 6.2, or
requires the Borrower to pay any additional amount to such Lender, any of its
Affiliates or any Governmental Entity for the account of such Lender or any of
its Affiliates pursuant to Section 6.3, then such Lender (an “Affected
Lender”) shall use reasonable efforts to designate a different lending
office for funding or booking its Advances hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Affected Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 6.2 or 6.3,
as the case may be, in the future and (ii) would not subject such
Affected Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Affected Lender (other than in a de minimus manner). The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Affected Lender
in connection with any such designation or assignment. A certificate setting
forth such costs and expenses submitted by such Affected Lender to the Borrower
shall be conclusive absent manifest error.


 


(b)                                 Notwithstanding
anything to the contrary contained herein, prior to the occurrence of any Event
of Default or Early Amortization Event hereunder, the Borrower shall have the
right to replace an Affected Lender which has not completed one of the
mitigating actions described in subsection (a) of this Section 6.6
resulting in the elimination of any amounts payable pursuant to Section 6.2
or 6.3 within 60 days of becoming an Affected Lender hereunder (each
such Affected Lender being so replaced, a “Replaced Lender”) with one or
more other lending institutions (which may, but need not be, existing Lenders
hereunder) reasonably acceptable to the Administrative Agent (any, a “Replacement
Lender”) that have agreed to purchase the outstanding Advances held by and
(as applicable) Non-Conduit Lender Commitments maintained by such Affected
Lender, pursuant to Article XV and one or more Assignment and Assumptions;
provided that:


 


(i)                                     each
such assignment shall be arranged by the Borrower in coordination with the
Administrative Agent; and


 


(ii)                                  no
Replaced Lender shall be obligated to make any such assignment pursuant to this
subsection (b) unless and until such Replaced Lender shall


 


78

















 


have received one or more payments from the
Replacement Lender in an aggregate amount equal to the aggregate outstanding
principal amount of the Advances owing to such Replaced Lender, and from the
Borrower an aggregate amount equal to all accrued and unpaid interest and fees
thereon (including, in any event, any breakage indemnities of the type
described in Section 6.4) to the date of such payment and all other
amounts payable to such Replaced Lender under this Agreement, including without
limitation all amounts which, by virtue of its making claims against the
Borrower therefor, caused the Lender to become an Affected Lender hereunder.


 


Upon the effectiveness of such assignment, the Replacement Lender shall
become a Lender hereunder and (except with respect to any indemnities or other
amounts payable under this Agreement with respect to events or circumstances
arising prior to the replacement of such Replaced Lender, which shall survive
as to such Replaced Lender) the Replaced Lender shall cease to constitute a
Lender hereunder.


 


ARTICLE VII


 


CONDITIONS
PRECEDENT


 


SECTION 7.1A  Conditions to Effectiveness. The
effectiveness of this Agreement on the Closing Date is subject to the
fulfillment of the following conditions precedent:


 


(a)                                  Deliveries.
The Administrative Agent shall have received all of the following, each duly
executed, dated the Closing Date (or such later date as specified below, or
such earlier date as shall be reasonably satisfactory to the Administrative
Agent) and otherwise satisfactory to the Administrative Agent:


 


(i)                                     Documents.
Executed originals of each of this Agreement, a Note with respect to the Class A
Advances, a Note with respect to the Class B Advances, and the Fee Letter
(collectively, the “New Transaction Documents”);


 


(ii)                                  Resolutions.
Certified resolutions of the Boards of Directors of the Borrower and each
Service Provider, approving and adopting the New Transaction Documents and the
Amendments to be executed by such Person, and authorizing the execution and
delivery thereof;


 


(iii)                               Opinions.
Favorable opinions of (A) special New York counsel to the Borrower and the
Service Providers with respect to (1) the New Transaction Documents being
the legal, valid, binding obligations of the Borrower and the Service
Providers, enforceable in accordance with their terms, (2) non-contravention
and (3) no consents, approvals, authorizations or filings needed, (B) special
Irish counsel to the Service Providers with respect to dues incorporation,
corporate capacity and due authorization and execution of New Transaction
Documents and the Amendments and (C) special Bermuda counsel to the
Borrower with respect to general corporate matters, the due authorization,
execution and delivery of New Transaction Documents and the Amendments by the
Borrower and such other matters with respect to Bermuda law as the Agent may reasonably
request;


 


79

















 


(iv)                              Consents.
Written consents from Participants with respect to this Agreement and the
transactions contemplated hereunder;


 


(v)                                 Amendments.
Amendments (the “Amendments”) to the Service Provider Agreements and the
Security Trust Agreement addressing (i) the release of the Borrower
Subsidiaries that were sold by the Borrower in connection with the Closing Date
ABS Transaction shall have been entered into and (ii) changes to evidence
the transactions hereunder; and


 


(vi)                              Amendment
of AerCap Sub Note. An amendment and restatement of the AerCap Sub Note
executed on the Original Closing Date which shall increase the purposes for
which borrowings thereunder can be made and which postpones the maturity date
thereof.


 


(b)                                 Closing Date ABS
Transaction. (i) The ABS Asset Purchase Agreement with respect to the
Closing Date ABS Transaction shall have been executed and become effective and
shall provide for the sale of at least the greater of (1) 75% of the
number of Funded Aircraft as of the Closing Date and (2) Funded Aircraft
with an aggregate Adjusted Borrowing Value equal to at least 75% of the
aggregate Adjusted Borrowing Value of all Funded Aircraft as of the Closing
Date (whether directly or through the sale of beneficial interests in the
related Borrower Subsidiaries and whether on the Closing Date or thereafter), (ii) a
final executed copy of such ABS Asset Purchase Agreement shall have been
delivered to the Administrative Agent and (iii) the first transfer of
Aircraft Assets and/or beneficial interests in Borrower Subsidiaries under such
ABS Asset Purchase Agreement shall have occurred and the proceeds from such
transfer shall have been deposited into the Collection Account.


 


(c)                                  No Event of
Default. No Default, Event of Default, Early Amortization Event (including
a Servicer Termination Event), or event that would constitute a Servicer
Termination Event or Early Amortization Event but for the passage of time or
the giving of notice or both, has occurred and is continuing under the Original
Agreement or will result from the effectiveness of this Agreement.


 


(d)                                 Representations and
Warranties. As of the Closing Date, and after giving effect to the
transactions contemplated under this Agreement on the Closing Date, the
representations and warranties of the Borrower contained in Article IX
and of the Service Providers contained in Section 8.3 are true and
correct.


 


(f)                                    Payment of Costs
and Expenses. Payment of all costs and expenses (including legal fees)
accrued prior to the Closing Date in accordance with Section 17.4
hereof to the extent invoiced or otherwise notified to the Borrower in writing
and in a manner and at such time as the Administrative Agent and the Borrower may have
agreed.


 


80

















 


SECTION 7.1B  Conditions to
Release of Initial Advances. The availability of the Initial Advance
hereunder is subject to the fulfillment of the following conditions precedent
(in addition to the conditions precedent specified in Section 7.5):


 


(a)  Original Agreement Refinancing
Advance. If the Initial Advance is an Original Agreement Refinancing
Advance, after giving effect to the Initial Advance (and for the avoidance of
doubt, determining each Borrowing Base for this purpose giving effect to the
inclusion of each ABS Subject Aircraft within the Borrower’s Portfolio), no
Borrowing Base Deficiency will exist (and the Administrative Agent shall have
received an Initial Advance Request and borrowing base certification demonstrating
the foregoing).


 


(b)  Non-Original Agreement
Refinancing Advance. If the Initial Advance is not an Original Agreement
Refinancing Advance, each of the conditions precedent specified in Section 7.2
shall have been fulfilled; provided, that for purposes of this Section 7.1B,
each reference in Section 7.2 shall to “Additional Advance,” “Additional
Advance Date,” “Additional Advance Request,” and “Additionally Financed
Aircraft” shall be deemed to be references to “Initial Advance,” “Initial
Advance Date,” “Initial Advance Request,” and “Initial Financed Aircraft,” as
applicable.


 


SECTION  7.2  Additional
Advances. The release of funds to the Borrower from the making of any
Additional Advance under this Agreement in connection with the acquisition of an
Additionally Financed Aircraft (i.e.,
not an Improvement Advance, a Critical Mass Event Advance or an Increased
Availability Advance) is, in addition to the conditions precedent specified in Section 7.1B
and Section 7.5, and subject to the funding and release procedures
described in Section 2.3(c), subject to the fulfillment of the
following conditions precedent:


 


(a)                                  No Borrowing Base
Deficiency. After giving effect to the Additional Advance and to the
related release of funds (and for the avoidance of doubt, determining each
Borrowing Base for this purpose giving effect to the inclusion of the incipient
Additionally Financed Aircraft within the Borrower’s Portfolio and to the
application of all applicable Advance Rate Adjustments), no Borrowing Base Deficiency
will exist (and the Administrative Agent shall have received an Additional
Advance Request and a Holding Period Release Request, as applicable, containing
a borrowing base certification demonstrating the foregoing).


 


(b)                                 Aircraft and Lessee
Limitations. If Critical Mass will exist after giving effect to the
Additional Advances or has previously been achieved, the acquisition of the
related Additionally Financed Aircraft into the Borrower’s Portfolio does not
constitute either an Aircraft Limitation Event or a Lessee Limitation Event.


 


(c)                                  Aircraft Age.
Each Additionally Financed Aircraft has an Aircraft Age of less than the
Aircraft Age Limit for Aircraft of its Type.


 


(d)                                 Off-Lease Aircraft.
No such Additionally Financed Aircraft to be acquired will be Off-Lease, unless
immediately after giving effect to such acquisition, not more than 10%
(measured by Adjusted Borrowing Value) of all Aircraft in the Borrower’s
Portfolio are Off-Lease.


 


81

















 


(e)                                  Deliveries.
The Administrative Agent shall have received all of the following, each duly
executed and dated the related Additional Advance Date or, if later, the date
of release of related funds to the Borrower (or such earlier date as shall be
satisfactory to the Administrative Agent), and otherwise as indicated below:


 


(i)                                     Incumbency.
Certified specimen signatures of officers of each Borrower Subsidiary that is
becoming a Borrower Group Member in connection with such Additional Advance;


 


(ii)                                  Good
Standing. Certificates issued as of a recent date by the Secretaries of
State or comparable officials of the respective jurisdiction of formation of
each Borrower Subsidiary that is becoming a Borrower Group Member in connection
with such Additional Advance, as to the due existence and good standing (to the
extent such concept is applicable) of such Person;


 


(iii)                               Aircraft
Acquisition Documents. Copies of the Aircraft Acquisition Documents in
respect of the Additionally Financed Aircraft (which shall have been delivered
in final, if available, or in draft form to the Administrative Agent at
least five (5) Business Days prior to the applicable Additional Advance
Date, except that delivery of a related Lessee insurance certificate shall be
governed by the covenant of the Borrower at Section 10.34 hereof;


 


(iv)                              Organizational
Documents. The Organizational Documents of each Borrower Subsidiary that is
becoming a Borrower Group Member in connection with such Additional Advance,
certified as of a recent date, and which shall, if permitted under applicable
law, contain limitations on purpose and other bankruptcy remoteness provisions
reasonably satisfactory to the Administrative Agent;


 


(v)                                 Operating
Documents. Operating Documents of each Borrower Subsidiary that is becoming
a Borrower Group Member in connection with such Additional Advance, certified
as of the related Additional Advance Date as true and correct, and which shall
contain limitations on purpose and other bankruptcy remoteness provisions
reasonably satisfactory to the Administrative Agent;


 


(vi)          FAA Counsel Opinions. With
respect to each Additionally Financed Aircraft registered in the United States,
the favorable written opinion of FAA Counsel that the applicable Aircraft
Owning Entity is the registered owner of such Aircraft, that such Aircraft is
free and clear of recorded liens, and as to such other matters as the
Administrative Agent may reasonably request;


 


(vii)         Local Counsel Opinions. With
respect to each Additionally Financed Aircraft that is registered in, or which
is under Lease to a Lessee organized under the laws of or domiciled in, a
country other than the United States, the favorable written opinion of Local
Aircraft Counsel with respect to each Applicable Foreign Aviation Law
applicable to such Additionally Financed Aircraft as to (A) the due
registration of such Aircraft, and (B) that such Aircraft is free and
clear of recorded liens to the extent that liens may be recorded under
Applicable Foreign Aviation Law, and


 


82

















 


(C) as to such other matters as the
Administrative Agent may reasonably request (which request may include,
with respect to jurisdictions of concern to the Lenders, an opinion
satisfactory to the Administrative Agent advising as to creditor’s rights,
including rights of recovery and repossession of aircraft), provided,
that the Administrative Agent may not exercise such clause (C) right
with respect to Applicable Foreign Aviation Law of the countries listed on the
current version of the Approved Country List;


 


(viii)                        Cape
Town Registration Opinions. With respect to each Additionally Financed
Aircraft or related Aircraft Asset as to which any of the transactions
contemplated in the release of the Additional Advance are creating or assigning
international interests that may be registered in the International
Registry, a legal opinion addressing the effectiveness and effect of such
registrations under the Cape Town Convention, in form and substance
satisfactory to the Administrative Agent, provided, that (A) if delivery of such opinion concurrently
upon or prior to the release to the Borrower of funds under an Additional
Advance is not feasible after the Borrower’s using commercially reasonable
efforts to comply with this condition, such delivery shall not be a condition
precedent and instead shall be the subject of the Borrower’s covenant
obligation set forth at Section 10.2, and (B) if the
provisions of clause (A) apply to the delivery condition, it shall
nonetheless be a condition precedent to the release of funds that the Borrower
deliver to the Administrative Agent a draft form of such opinion,
substantially in the form to be eventually delivered pursuant to Section 10.2,
which draft is in form and substance reasonably satisfactory to the
Administrative Agent;


 


(ix)                                Security
Interest Granted by Non-Irish or Non-U.S. Lessor. With respect to each
Additionally Financed Aircraft the Lessor of which is domiciled or otherwise
connected with a country other than the United States or Ireland, such that the
laws of such country would or could, in the reasonable judgment of the
Administrative Agent, govern or establish the perfection and effect of
perfection and/or priority of the Collateral Agent’s security interest in such
Lease granted by the Lessor under the Security Trust Agreement, a legal
opinion, in form and substance reasonably satisfactory to the
Administrative Agent, addressing and confirming the taking of such actions or
making of such filings in such country as would or could govern or establish the
perfection and effect of perfection and/or priority of the Collateral Agent’s
security interest (or confirming that such actions will be taken or filings
will be made, to the extent that such actions or filings cannot under
applicable law be taken or made prior to the release of funds associated with
the related Additional Advance to the Borrower), or the Borrower shall have
otherwise confirmed or established, in a manner reasonably satisfactory to the
Administrative Agent, that the taking of such actions or making of such filings
as are specified in the legal opinion shall have occurred or will occur;


 


(x)                                   Notice
and Acknowledgment. A Notice and Acknowledgment, executed by the applicable
Borrower Subsidiary for each Additionally Financed Aircraft and the applicable
Lessee, with respect to each of the related Additional Leases;


 


(xi)                                Aircraft
Insurance. (A) With respect to each of the Additionally Financed
Aircraft, and if available as of the Additional Advance Date (and if not then


 


83

















 


available the related covenant of the
Borrower set forth at Section 10.34 hereof shall apply),
certificates of insurance from qualified brokers of aircraft insurance or other
evidence reasonably satisfactory to the Administrative Agent, evidencing all
insurance required to be maintained by the applicable Obligor under the Lease
and/or the applicable Notice and Acknowledgment, in each case, together with
all endorsements required under the Transaction Documents and/or the applicable
Notice and Acknowledgment, and (B) certificates of insurance from
qualified brokers of aircraft insurance or other evidence satisfactory to the
Administrative Agent with respect to the Contingent Insurance Policy, together
with all endorsements required under the Transaction Documents;


 


(xii)                             Lien/Registration
Searches. To the extent available under the applicable law, the
Administrative Agent shall have received searches of the applicable title
and/or lien registration records, in the jurisdiction(s) of registration of the
applicable Aircraft;


 


(xiii)                          Appraisals.
The Administrative Agent shall have received Initial Base Value Appraisals and
Initial Current Market Value Appraisal in respect of the Additionally Financed
Aircraft; and


 


(xiv)                         NY
Counsel Opinion. With respect to each Borrower Group Member entering into
or becoming party to a Credit Document in respect of or relating to an
Additionally Financed Aircraft, a legal opinion of special New York counsel to
such Borrower Group Member (which may be the same special New York counsel
as delivered the legal opinion referred to in Section 7.1(g)(vi) of
the Original Agreement on the Initial Advance Date), addressing substantially
the same matters, as to the relevant additional Borrower Group Member(s), as were
addressed in respect of Borrower Group Members in the opinion of special New
York counsel delivered on the Initial Advance Date.


 


(f)                                    Financing
Statements, Other Registrations, etc. 


 


(i)                                     The
Administrative Agent shall have received Uniform Commercial Code financing
statements appropriate for filing in all places required by applicable law to
perfect the Liens of the Collateral Agent for the benefit of the Lenders under
the Transaction Documents as first priority Liens as to the interests in any
Borrower Subsidiary that is becoming a Borrower Group Member in connection with
such Additional Advance, in which a security interest may be perfected by
the filing of financing statements, and such other documents and/or evidence of
other actions or registrations as may be necessary under applicable law
(including Irish law and the Cape Town Convention) to perfect, within the time
period provided for in the Security Trust Agreement, or otherwise ensure the
effectiveness of the related Liens of the Collateral Agent for the benefit of
the Lenders under the Transaction Documents as first priority Liens (and, in
the case of the pledge of equity interests in Borrower Group Members that are
organized under the laws of Ireland, the entry into an Irish Pledge with respect
to such interests);


 


84

















 


(ii)                                  The
Borrower shall have delivered to the Collateral Agent all stock certificates
and other certificates, if any, evidencing ownership of any Equity Interests in
any Borrower Subsidiary that is becoming a Borrower Group Member in connection
with such Additional Advance, accompanied in each case by duly executed stock
or transfer powers (or other appropriate transfer documents) in blank affixed
thereto, in each case if customary under the law of the jurisdiction governing
the pledges;


 


(iii)                               The
Borrower shall have delivered to the Collateral Agent fully executed “control
agreements” that have been executed by the respective issuers (and consented to
by the Borrower) with respect to any uncertificated Equity Interests of any
Borrower Subsidiary that is becoming a Borrower Group Member in connection with
such Additional Advance;


 


(iv)                              Each
of the Aircraft Owning Entities and Owner Participants shall have delivered to
the Collateral Agent fully executed “control agreements” with respect to any
uncertificated Equity Interests in any Owner Trust, Applicable Intermediary or
other Subsidiary, that is becoming a Borrower Group Member in connection with
such Additional Advance;


 


(v)                                 Subject
to the provisos below, there shall have been delivered evidence satisfactory to
the Administrative Agent of the taking of such actions (including without
limitation becoming a “transacting user entity” with the International
Registry) and the making of such registrations (including prospective
registrations) in the International Registry pursuant to the Cape Town
Convention and the International Registry Procedures to obtain the benefits and
protections of the Cape Town Convention as may be applicable and available
to the transactions contemplated by the Credit Documents as the same relate to
the Borrower Acquisition Documents that are the subject of an Advance (which
transactions include, without limitation, any sale of the applicable Aircraft
on or prior to the Additional Advance Date to AerCap or an Aircraft Owning
Entity (any such sale, an “Aircraft Sale”)), provided, it is
understood that (A) no mortgages are being taken directly on the Aircraft,
(B) if a related Lease is not, at the time of the release of proceeds of
the Advance to the Borrower, an “international interest” then (without limiting
the terms of the second proviso of this clause (v)) it is not a condition
precedent to such release of proceeds to undertake the search or any of the
registrations described in clause (D) below, (C) except to the extent
provided in the second proviso of this clause (v), it shall not be a condition
precedent to any funding that any Aircraft Sale be registered as a sale or
prospective sale with respect to the applicable Aircraft on the International
Registry and (D) where the related Lease is or has become, at the time of
the release of such proceeds, an “international interest”, it is a condition to
the release of such proceeds to the Borrower in respect of the related Advance
that (i) a search of the registry with respect to the relevant Aircraft
reveals no prior registration of an international interest or sale or
prospective international interest or prospective sale with respect to such
Aircraft other than the Aircraft Sale to AerCap or the applicable Aircraft
Owning Entity (or a sale of the applicable Aircraft to the Person selling such
Aircraft to AerCap or the applicable Aircraft Owning Entity or to such Person
or to a prior owner of such Aircraft), (ii) the Lessor’s interest in the
Lease be registered


 


85

















 


(including as a prospective interest) as and
to the extent necessary to permit timely compliance with the condition in the
immediately succeeding clause (iii), and (iii) the Lessor’s security
assignment of the Lease to the Collateral Agent shall have been registered
(including as a prospective interest); and; provided, further,
that if an Aircraft Sale constitutes a sale or prospective sale under the Cape
Town Convention, it is a condition to the release of such proceeds to the
Borrower in respect of the related Advance that (i) a search of the
International Registry with respect to the relevant Aircraft reveals no prior
registration of an international interest or sale or prospective interest or
prospective sale with respect to such Aircraft (other than (i) the Lease
if an international interest with respect thereto is registrable under the Cape
Town Convention or (ii) the Aircraft Sale to AerCap or the applicable
Aircraft Owning Entity (or a sale of the applicable Aircraft to the Person
selling such Aircraft to AerCap or the applicable Aircraft Owning Entity or to
such Person or to a prior owner of such Aircraft)) and (ii) AerCap shall
have used commercially reasonable efforts to cause such Aircraft Sale to be
registered as a sale or prospective sale with respect to the Aircraft on the
International Registry.


 


(vi)                              For
each Additional Lease with a Lessor that is organized under the laws of a State
(or the District of Columbia) within the United States (within the meaning of Article 9
of the UCC), (A) if such Lease was originated by the Lessor prior to the
Original Closing Date, the Borrower shall have delivered to the Collateral
Agent, if available, a Chattel Paper Original of the applicable Lease and any
related lease amendment or supplement, in each case signed by the Lessee (and
complied with the other requirements set forth in the definition of Chattel
Paper Original herein), and in any case, if available, a duplicate “hard copy”
original thereof signed by the Lessee if available, and (B) if such Lease
was originated by the Lessor after the Original Closing Date, the Borrower
shall have delivered to the Collateral Agent a Chattel Paper Original of the
applicable Lease (together with any related lease amendment or supplement
constituting an extension or renewal thereof), in each case signed by the
Lessee (and complied with the other requirements set forth in the definition of
Chattel Paper Original herein).


 


(vii)                           The
applicable Borrower Subsidiary owning or to become the owner of the related
Funded Aircraft, shall have duly authorized, executed and delivered a “Grantor
Supplement” as defined in and as contemplated under the Security Trust
Agreement, and the Borrower shall have duly authorized, executed and delivered
a related “Collateral Supplement” as defined in and contemplated under the
Security Trust Agreement, and such Collateral Supplement shall have been
registered in the “Register of Charges” of Bermuda (with a search of such
Register of Charges revealing no prior registration with respect to the
Collateral that is the subject matter of such Collateral Supplement).


 


(g)                                 No Proceedings.
There exist no proceedings or investigations pending or, to the Borrower’s knowledge,
threatened, before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality having jurisdiction over the Borrower
or any Borrower Subsidiaries or any of their respective properties (A) asserting
the invalidity of this


 


86

















 


Agreement or any of the other Credit Documents, as the same relate to
the Aircraft Acquisition Documents associated with the relevant Additionally
Financed Aircraft, (B) seeking to prevent the consummation or performance
of any of the transactions contemplated by this Agreement or any of the other
Credit Documents, as the same specifically relate to the rights of the
Collateral Agent in the Aircraft Acquisition Documents associated with the
relevant Additionally Financed Aircraft, or (C) seeking any determination
or ruling that might materially and adversely affect the performance by the
Borrower or any Borrower Subsidiaries of its obligations under any of the
Credit Documents, as the same specifically relate to the rights of the
Collateral Agent in the Aircraft Acquisition Documents associated with the
relevant Additionally Financed Aircraft.


 


(h)                                 Waivers and
Consents. All necessary waivers, consents, approvals and authorizations
required in connection with the Transaction Documents dated as of the
Additional Advance Date and the transactions contemplated therein shall have
been delivered.


 


(i)                                     Reserve
Accounts. The Administrative Agent shall have received evidence that the
Liquidity Reserve Account shall have been funded so as to equal the Required
Liquidity Reserve Amount (after giving effect to the addition of the related
Additionally Financed Aircraft to the Borrower’s Portfolio), which funding may be
derived from the proceeds of Class B Advances.


 


(j)                                     Certain Events.
None of the following events has occurred: (i) any information submitted
to the Administrative Agent or any Lender by or on behalf of the Borrower, any
Borrower Subsidiary, AerCap or any Service Provider in connection with such
Additional Advance or related proposed Additionally Financed Aircraft proves to
have been inaccurate or incomplete in any material respect; and (ii) there
shall be any pending or threatened litigation or other proceeding (private or
governmental) with respect to the Borrower Acquisition Documents relating to
the proposed Additionally Financed Aircraft.


 


(k)                                  Description of
Additionally Financed Aircraft, etc. The Administrative Agent shall have
received amended and restated copies of Schedule I, Schedule II
and Schedule III incorporating all information required thereunder
regarding (i) the Additionally Financed Aircraft or interests therein
acquired with such Additional Advances, (ii) each Aircraft Owning Entity
and, if applicable, Owner Participant and Owner Trustee related to any such
Additionally Financed Aircraft, and (iii) the Lease with respect to each
Additionally Financed Aircraft.


 


(l)                                     No Event of
Loss. No Event of Loss has occurred with respect to any such Additionally
Financed Aircraft as of the Additional Advance Date.


 


(m)                               Security Deposits.
The Administrative Agent shall have received evidence reasonably satisfactory
to it that the Borrower is complying with the covenants applicable to funding
of amounts in respect of Security Deposits set forth at Section 8.1(c)(i),
to the extent applicable.


 


(n)                                 No Violation of Law.
The consummation of the transactions contemplated by this Agreement and the
other Credit Documents and the Borrower Acquisition Documents, as the same
relate to the relevant Additionally Financed Aircraft, do not (A) violate
in any material respect any law (including, without limitation, any
Environmental Law), rule or regulation


 


87

















 


applicable to the Borrower or any Borrower Subsidiaries or to such
Borrower Acquisition Documents or relevant Additionally Financed Aircraft, or (B) violate
any writ, order, judgment or decree binding on or affecting the Borrower or any
Borrower Subsidiaries of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Borrower or any Borrower Subsidiaries and relating to such Borrower
Acquisition Documents or relevant Additionally Financed Aircraft.


 


SECTION 7.3  Improvement
Advances. The making of any Additional Advance under this Agreement
constituting an Improvement Advance is, in addition to the conditions precedent
specified in Section 7.1B and Section 7.5, subject to the fulfillment
of the following conditions precedent:


 


(a)                                  No Borrowing Base
Deficiency. After giving effect to any Improvement Advance (and for the
avoidance of doubt, determining each Borrowing Base for this purpose giving
effect to the inclusion of the Aircraft as so improved within the Borrower’s
Portfolio), no Borrowing Base Deficiency will exist (and the Administrative
Agent shall have received an Additional Advance Request containing a borrowing
base certification demonstrating the foregoing).


 


(b)                                 Occurrence of
Effective Date. The Freighter Conversion Effective Date or Other
Improvement Effective Date, as applicable, shall have occurred.


 


(c)                                  Insurance.
Evidence that applicable insurance coverages have been increased to account for
the increase in value attributable to the improved Aircraft.


 


(d)                                 No Mechanics Liens,
etc. Evidence reasonably satisfactory to the Administrative Agent that all
mechanics, materialmen and other providers of services in connection with the
improvement, shall have been paid in full and that no Liens relating to or
attributable to such services exist (or any such Liens have been discharged by
payment in full).


 


(e)                                  Reserves. The
Liquidity Reserve Account is (or will be, after giving effect to the
Improvement Advance) fully funded to the level of the Required Liquidity
Reserve Amount.


 


(f)                                    Update Lien
Filings, etc. Evidence that any necessary amendments of filings in any
public or aviation Lien records have been made.


 


(g)                               Payment
Date. The Improvement Advance shall be funded only on a Payment Date.


 


(g)                               Deliveries.
The Administrative Agent shall have received all of the following, in form and
substance satisfactory to the Administrative Agent and such Funding Agent:


 


(i)                                     Effective Date
Deliveries. The documentation contemplated in the definitions of Freighter
Conversion Effective Date or Other Improvement Effective Date, as applicable.


 


(ii)           Appraisals.
A related Improvement Base Value Appraisal and Improvement Current Market Value
Appraisal.


 


88

















 


SECTION 7.4  Critical Mass Event
Advance; Increased Availability Advance. The making of any Additional
Advance under this Agreement constituting a Critical Mass Event Advance or an
Increased Availability Advance is, in addition to the conditions precedent
specified in Section 7.1B and Section 7.5, subject to the fulfillment
of the following conditions precedent:


 


(a)           No
Borrowing Base Deficiency. After giving effect to any Critical Mass Event
Advance or Increased Availability Advance, no Borrowing Base Deficiency will
exist (and the Administrative Agent shall have received an Additional Advance
Request and a Monthly Report demonstrating the foregoing).


 


(b)                                 Number. In the
case of a Critical Mass Event Advance, no Critical Mass Event Advance has
previously been requested and funded.


 


(c)                                  Timing. The
related Advances are to be funded on a Payment Date.


 


(d)                                 Critical Mass.
Critical Mass or other conditions shall exist, with the result that
availability of the Borrowing Base has increased due to a Critical Mass Advance
Rate Adjustment or other change in an Advance Rate Adjustment.


 


(e)                                  Reserves. The
Liquidity Reserve Account is (or will be, after giving effect to the Critical
Mass Event Advance) fully funded to the level of the Required Liquidity Reserve
Amount.


 


SECTION 7.5  All Advances.
The making of the Initial Advance and any Additional Advance under this
Agreement is, in addition to the conditions precedent specified in Section 7.1B,
Section 7.2, Section 7.3 and Section 7.4
(in each case as applicable), subject to the conditions precedent that:


 


(a)                                  No Event of
Default. No Default, Event of Default, Early Amortization Event (including
a Servicer Termination Event), or event that would constitute a Servicer
Termination Event or Early Amortization Event but for the passage of time or
the giving of notice or both, has occurred and is continuing or will result
from the effectiveness of this Agreement or the making of the applicable
Advance; and


 


(b)                                 Representations and
Warranties. As of the date of such Advance, and after giving effect to such
Advance and the consummation of the transactions contemplated in the making of
such Advance, the representations and warranties of the Borrower contained in Article IX
and of the Service Providers contained in Section 8.3 are true and
correct as of the date of such requested Advance, with the same effect as
though made on the date of such Advance (except, that any such representations
or warranties expressly stated by their terms to be made only at or as of one
or more particular dates or times, shall be made only at or as of such
specified dates or times and are not so deemed to be a condition to Advance).


 


89

















 


ARTICLE VIII


 


ADMINISTRATION
AND SERVICING OF AIRCRAFT AND LEASES


 


SECTION 8.1  Collection
Procedures.


 


(a)                                  Administration.


 


(i)                                     Except
as otherwise provided herein or in any other Transaction Documents, the
Collections shall be administered by the Service Providers, in accordance with
the terms of this Agreement and the terms of the Service Provider Agreements. The
Borrower shall provide to the Service Providers on a timely basis all
information needed for such administration. The Borrower hereby appoints the
Service Providers (to the extent so appointed under the relevant Service
Provider Agreement) as its agent to administer the Aircraft, the Leases and the
Related Security and collect the Collections in accordance with this Agreement
and the Service Provider Agreements.


 


(ii)                                  AerCap
hereby covenants and agrees to act as Servicer under this Agreement and the
Servicing Agreement for a term, commencing on the Closing Date and ending on
the date of receipt by the Servicer of a notice of termination from the
Administrative Agent in accordance with Section 13.2. AerCap hereby
agrees that, as of the Closing Date, it shall become bound to continue as the
Servicer subject to and in accordance with the other provisions of this
Agreement and the Servicing Agreement.


 


(iii) Each
Service Provider agrees that its servicing of the Aircraft Assets shall be
conducted in conformance with the applicable Standard of Performance and
otherwise in accordance with this Agreement and the relevant Servicer Provider
Agreement. Each Service Provider’s duties shall be set forth in the relevant
Service Provider Agreement.


 


(b)                                 Change in Payment
Instructions to Obligors. Neither the Service Providers nor the Borrower
will add or terminate any bank or bank account as an Account Bank, Non-Trustee
Account Bank, Collection Account, Security Deposit Account, Maintenance Reserve
Account, or Liquidity Reserve Account from those listed in Schedule VI
to this Agreement, or make any change in its instructions to Obligors regarding
payments to be made under any Lease related to any Aircraft to the Collection
Account, a Non-Trustee Account or the Maintenance Reserve Account, unless (i) except
in the case of the addition of the Irish VAT Refund Account, the Administrative
Agent shall have consented thereto in writing and (ii) the Administrative
Agent and the Collateral Agent shall have received notice of such addition,
termination or change (including an updated Schedule VI) and a
fully executed account control agreement with respect to such bank and/or bank
account, in each case, in form and substance satisfactory to the
Administrative Agent.


 


(c)                                  Deposits to
Accounts. The Borrower will, or will cause the applicable Service Provider
to, (x) direct all Obligors related to Leases of Funded Aircraft to remit all
Collections and all payments in respect of Security Deposits with respect to
such Aircraft (but not payments in respect of Maintenance Reserves with respect
to any Aircraft) to the Collection Account or a


 


90














 


Non-Trustee Account and (y) direct all Non-Trustee Account Banks, if
any, to transfer all available funds (other than a nominal amount consented to
by the Administrative Agent) in each Non-Trustee Account to the Collection
Account at such times and in such a manner as shall be satisfactory to the
Administrative Agent. Further, and without limiting the immediately preceding
sentence, the Borrower will, or will cause the applicable Service Provider to:


 


(i)                                     on
or prior to each related Advance Date (A) with respect to a Category 2
Aircraft or a Category 3 Aircraft, transfer or otherwise deposit, into the
Security Deposit Account, an amount equal to the outstanding balance of the
amount of Security Deposit then required under the Lease applicable to such
Aircraft, and (B) with respect to a Category 1 Aircraft, and only if the
Borrower shall elect to do so in its sole discretion, transfer or otherwise
deposit, into the Security Deposit Account, an amount equal to the outstanding
balance of the amount of Security Deposit then required under the Lease
applicable to such Aircraft;


 


(ii)                                  at
any time after the Advance Date on which an Advance is made with respect to an
Aircraft, promptly, and in any event on the Business Day of receipt of any
Security Deposit with respect to such Aircraft (x) directly from any Obligor or
(y) in the Collection Account, deposit all such Security Deposits to the
Security Deposit Account;


 


(iii)                               direct
all Obligors related to Leases of Aircraft with respect to which an Advance has
occurred hereunder to remit any payments in respect of Maintenance Reserves
with respect to such Aircraft to the Maintenance Reserve Account; and


 


(iv)                              at
any time after the Advance Date on which an Advance is made with respect to an
Aircraft, promptly, and in any event on the Business Day of the receipt of any
Maintenance Reserves with respect to such Aircraft (x) directly from any
Obligor or (y) in the Collection Account (and the Borrower’s or the Servicer’s
determination that such funds constitute Maintenance Reserves), deposit all
such Maintenance Reserves to the Maintenance Reserve Account.


 


If the Borrower or any Service Provider shall receive any funds
constituting Collections (other than Security Deposits and Maintenance
Reserves) directly, it shall promptly (and, in any event, on the Business Day
of the Borrower’s or the Servicer’s receipt of such funds) deposit the same to
the Collection Account.


 


Neither the Borrower nor any Service Provider will deposit or otherwise
credit, or cause to be so deposited or credited:


 


(A)                              to
the Collection Account, cash or cash proceeds other than Collections and
Security Deposits relating to the Aircraft;


 


(B)                                to
the Security Deposit Account, cash or cash proceeds other than Security
Deposits relating to the Aircraft (or the related payment


 


91

















 


amount in respect of Category 1, Category 2
or Category 3 Aircraft described in subsection (c)(i) of this
Section; and


 


(C)                                to
the Maintenance Reserve Account, cash or cash proceeds other than Maintenance
Reserves.


 


The Borrower and the Service Providers will use commercially reasonable
efforts to direct the Collateral Agent to withdraw and transfer to an
appropriate account any cash or cash proceeds deposited or otherwise credited:


 


(A)                              to
the Collection Account, other than Collections and Security Deposits relating
to the Aircraft;


 


(B)                                to
the Security Deposit Account, other than Security Deposits relating to the
Aircraft; and


 


(C)                                to
the Maintenance Reserve Account, other than Maintenance Reserves.


 


(d)                                 Letters of Credit.
In the event a Lessee in accordance with its applicable Lease has procured a
letter of credit in lieu of cash funding of its obligations regarding
Maintenance Reserves or Security Deposits, (i) the Borrower and the Servicer
will maintain access to such letter of credit, and (ii) following the
occurrence of an Event of Default, and upon request by the Administrative
Agent, the Borrower and the Servicer will each use reasonable commercial
efforts to cause the issuing bank to make the Collateral Agent an additional
beneficiary of such letter of credit.


 


(e)                                  Payment Date
Distributions. On each Payment Date, all Available Collections will be
applied by the Collateral Agent (x) in the case of clause (i) below, in
accordance with instructions and directions to the Collateral Trustee set forth
on the Monthly Report to be delivered to the Collateral Agent on the related
Determination Date (or, if the Collateral Agent fails to do so, by the
Administrative Agent), and (ii) in the case of clause (ii) below, in
accordance with a written direction received by the Collateral Agent from the
Administrative Agent, and in each case as follows (and in the order of priority
listed):


 


(i)                                     so
long as no Event of Default has occurred and, in any case, prior to the
declaration, or automatic occurrence, of the Facility Termination Date:


 


(A)                              to
the Collateral Agent in payment in full of all accrued Collateral Agent Fees
and Expenses;


 


(B)                                ratably
to each Class A Funding Agent and Class B Funding Agent (based on
outstanding Class A Advances funded by each Class A Funding Agent’s Class A
Funding Group and on outstanding Class B Advances funded by each Class B
Funding Agent’s Class B Funding Group), the fees payable pursuant to the
Fee Letter in respect of the unused portion of the applicable Non-Conduit
Lender Commitment;


 


92

















 


(C)                                pro
rata, to the applicable payees, for payment or reimbursement of Borrower
Expenses and, during the Amortization Period, for Borrower Income Tax Expenses;


 


(D)                               to
the applicable Service Providers, in payment in full of their Service Provider
Fees with respect to such Payment Date;


 


(E)                                 pro
rata (1) to the counterparties on any Hedge Agreements for the hedge
payments due thereunder (other than termination payments), if any, and (2) ratably
to each Class A Funding Agent (based on outstanding Class A Advances
funded by each Class A Funding Agent’s Class A Funding Group), any
Yield due under this Agreement in respect of outstanding Class A Advances
(it being agreed that each Class A Funding Agent shall distribute any such
Yield received to the Lenders in its Funding Group on a pro rata basis based
upon the outstanding principal amount of Advances funded by such Lenders);


 


(F)                                 ratably
to the Administrative Agent, the Class A Funding Agents and the Class A
Lenders for all costs and expenses and other similar amounts (including,
without limitation, any amounts payable under Sections 6.1 through 6.4
hereof and under Section 17.4 hereof) payable to the Administrative
Agent, a Class A Funding Agent or a Class A Lender pursuant to the
terms of any of the Transaction Documents;


 


(G)                                pro
rata (1) ratably to each Class A Funding Agent (based on outstanding Class A
Advances funded by each Class A Funding Agent’s Class A Funding
Group), in the amount of the Class A Borrowing Base Deficiency, if any, on
such Payment Date (it being agreed that each Class A Funding Agent shall
distribute any such amount received to the Lenders in its Funding Group on a
pro rata basis based upon the outstanding principal amount of Advances funded
by such Lenders), and (2) to the counterparties on any Hedge Agreements
for the hedge termination payments, if any, until paid in full;


 


(H)                               ratably
to each Class B Funding Agent (based on outstanding Class B Advances
funded by each Class B Funding Agent’s Class B Funding Group), any
Yield due under this Agreement in respect of outstanding Class B Advances
(it being agreed that each Class B Funding Agent shall distribute any such
Yield received to the Lenders in its Funding Group on a pro rata basis based
upon the outstanding principal amount of Advances funded by such Lenders);


 


(I)                                    ratably
to the Class B Funding Agents and the Class B Lenders for all costs
and expenses and other similar amounts (including, without limitation, any
amounts payable under Sections 6.1 through 6.4 hereof and under Section 17.4
hereof) payable to a Class B Funding Agent or a Class B Lender
pursuant to the terms of any of the Transaction Documents;


 


93

















 


(J)                                   ratably
to each Class B Funding Agent (based on outstanding Class B Advances
funded by each Class B Funding Agent’s Class B Funding Group), in the
amount of the Class B Borrowing Base Deficiency on such Payment Date (it
being agreed that each Class B Funding Agent shall distribute any such
amount received to the Lenders in its Funding Group on a pro rata basis based
upon the outstanding principal amount of Advances funded by such Lenders);


 


(K)                               to
fund the Liquidity Reserve Account up to the Required Liquidity Reserve Amount;


 


(L)                                 to
the Servicer, for Servicer Advance Reimbursements (together with accrued and
unpaid interest thereon);


 


(M)                            during
the Amortization Period, ratably to each Class A Funding Agent (based on
outstanding Class A Advances funded by each Class A Funding Agent’s Class A
Funding Group), on behalf of the related Class A Lenders, in reduction of
the Outstanding Class A Principal Amount, an amount equal to the amount
required to reduce the aggregate outstanding principal balance of all Class A
Advances as of such Payment Date to the balance that would have resulted as of
such Payment Date if the Borrower had made a principal payment in reduction of
the Outstanding Class A Principal Amount on each Payment Date on or after
the Conversion Date and through, and including, such Payment Date in an amount
equal to the aggregate outstanding principal balance of all Class A
Advances as of the Conversion Date divided by 120 (the “Class A
Scheduled Principal Payment”) (it being agreed that each Class A
Funding Agent shall distribute any such amount received to the Lenders in its
Funding Group on a pro rata basis based upon the outstanding principal amount
of Advances funded by such Lenders);


 


(N)                               during
the Amortization Period, ratably to each Class B Funding Agent (based on
outstanding Class B Advances funded by each Class B Funding Agent’s Class B
Funding Group), on behalf of the related Class B Lenders, in reduction of
the Outstanding Class B Principal Amount, an amount equal to the amount
required to reduce the aggregate outstanding principal balance of all Class B
Advances as of such Payment Date to the balance that would have resulted as of
such Payment Date if the Borrower had made a principal payment in reduction of
the Outstanding Class B Principal Amount on each Payment Date on or after
the Conversion Date and through, and including, such Payment Date in an amount
equal to the aggregate outstanding principal balance of all Class B
Advances as of the Conversion Date divided by 120 (the “Class B
Scheduled Principal Payments”) (it being agreed that each Class B
Funding Agent shall distribute any such amount received to the Lenders in its
Funding Group on a pro rata basis based upon the outstanding principal amount
of Advances funded by such Lenders);


 


94

















 


(O)                               during
the Amortization Period, ratably to each Class A Funding Agent (based on
outstanding Class A Advances funded by each Class A Funding Agent’s Class A
Funding Group), on behalf of the related Class A Lenders, in reduction of
the Outstanding Class A Principal Amount, the amount required to reduce
the Outstanding Class A Principal Amount to zero (it being agreed that
each Class A Funding Agent shall distribute any such amount received to
the Lenders in its Funding Group on a pro rata basis based upon the outstanding
principal amount of Advances funded by such Lenders);


 


(P)                                 during
the Amortization Period, ratably to each Class B Funding Agent (based on
outstanding Class B Advances funded by each Class B Funding Agent’s Class B
Funding Group), on behalf of the related Class B Lenders, in reduction of
the Outstanding Class B Principal Amount, the amount required to reduce
the Outstanding Class B Principal Amount to zero (it being agreed that
each Class B Funding Agent shall distribute any such amount received to
the Lenders in its Funding Group on a pro rata basis based upon the outstanding
principal amount of Advances funded by such Lenders);


 


(Q)                               to
the Service Providers in payment in full of any expenses and/or indemnification
payments payable thereto under the Service Provider Agreements as of the last
day of the prior calendar month, to the extent not previously paid under clause
(C) above or otherwise;


 


(R)                                prior
to the Amortization Period, to or at the direction of the Borrower, for
Borrower Income Tax Expenses; and


 


(S)                                 to
or at the direction of the Borrower (including to make payments of interest,
principal and premium, if any, on one or more AerCap Sub Notes and of accrued
interest on the AerCap Liquidity Facility), the remaining portion of such
funds, provided, that the
Borrower may elect, in its sole discretion, to retain all or a portion of
such funds in the Collection Account; and


 


(ii)                                  if
an Event of Default has occurred and is continuing or, in any case, after the
declaration, or automatic occurrence, of the Facility Termination Date:


 


(A)                              to
the Collateral Agent in payment in full of all accrued Collateral Agent Fees
and Expenses;


 


(B)                                ratably
to each Class A Funding Agent and Class B Funding Agent (based on
outstanding Class A Advances funded by each Class A Funding Agent’s Class A
Funding Group and on outstanding Class B Advances funded by each Class B
Funding Agent’s Class B Funding Group), the fees remaining payable
pursuant to the Fee Letter in respect of the unused portion of the applicable
Non-Conduit Lender Commitment that accrued prior to the Conversion Date;


 


95

















 


(C)                                pro
rata, to the applicable payee, for payment or reimbursement of Borrower
Expenses and Borrower Income Tax Expenses;


 


(D)                               to
the applicable Service Providers in payment in full of their Service Provider
Fees with respect to such Payment Date;


 


(E)                                 pro
rata (1) to the counterparties on any Hedge Agreements for the hedge
payments due thereunder (other than termination payments), if any, and (2) ratably
to each Class A Funding Agent (based on outstanding Class A Advances
funded by each Class A Funding Agent’s Class A Funding Group), any
Yield due under this Agreement in respect of outstanding Class A Advances,
including Yield payable at the Default Rate (it being agreed that each Class A
Funding Agent shall distribute any such Yield received to the Lenders in its
Funding Group on a pro rata basis based upon the outstanding principal amount
of Advances funded by such Lenders);


 


(F)                                 ratably
to the Administrative Agent, the Class A Funding Agents and the Class A
Lenders for all costs and expenses and other similar amounts (including,
without limitation, any amounts payable under Sections 6.1 through 6.4
hereof and under Section 17.4 hereof) payable to the Administrative
Agent, a Class A Funding Agent or a Class A Lender pursuant to the
terms of any of the Transaction Documents;


 


(G)                                pro
rata (1) ratably to each Class A Funding Agent (based on outstanding Class A
Advances funded by each Class A Funding Agent’s Class A Funding
Group), in the amount of the Class A Borrowing Base Deficiency, if any, on
such Payment Date (it being agreed that each Class A Funding Agent shall
distribute any such amount received to the Lenders in its Funding Group on a
pro rata basis based upon the outstanding principal amount of Advances funded
by such Lenders), and (2) to the counterparties on any Hedge Agreements
for the hedge termination payments, if any, until paid in full;


 


(H)          ratably to each Class B Funding
Agent (based on outstanding Class B Advances funded by each Class B
Funding Agent’s Class B Funding Group), any Yield (other than Yield accrued
at the Default Rate to the extent in excess of the Yield that would otherwise
be payable but for the occurrence and continuance of an Event of Default or the
declaration, or automatic occurrence, of the Facility Termination Date) due
under this Agreement in respect of outstanding Class B Advances (it being
agreed that each Class B Funding Agent shall distribute any such Yield
received to the Lenders in its Funding Group on a pro rata basis based upon the
outstanding principal amount of Advances funded by such Lenders);


 


(I)            ratably to the Class B Funding
Agents and the Class B Lenders for all costs and expenses and other
similar amounts (including, without limitation, any amounts payable under Sections
6.1 through 6.4 hereof and under


 


96

















 


Section 17.4
hereof) payable to a Class B Funding Agent or a Class B Lender
pursuant to the terms of any of the Transaction Documents;


 


(J)                                   ratably
to each Class A Funding Agent (based on outstanding Class A Advances
funded by each Class A Funding Agent’s Class A Funding Group), on
behalf of the related Class A Lenders, in reduction of the Outstanding Class A
Principal Amount, the amount required to reduce the Outstanding Class A
Principal Amount to zero (it being agreed that each Class A Funding Agent
shall distribute any such amount received to the Lenders in its Funding Group
on a pro rata basis based upon the outstanding principal amount of Advances
funded by such Lenders);


 


(K)                               ratably
to each Class B Funding Agent (based on outstanding Class B Advances
funded by each Class B Funding Agent’s Class B Funding Group), any
remaining Yield due under this Agreement in respect of outstanding Class B
Advances (it being agreed that each Class B Funding Agent shall distribute
any such Yield received to the Lenders in its Funding Group on a pro rata basis
based upon the outstanding principal amount of Advances funded by such
Lenders);


 


(L)                                 ratably
to each Class B Funding Agent (based on outstanding Class B Advances
funded by each Class B Funding Agent’s Class B Funding Group), on
behalf of the related Class B Lenders, in reduction of the Outstanding Class B
Principal Amount, the amount required to reduce the Outstanding Class B
Principal Amount to zero (it being agreed that each Class B Funding Agent
shall distribute any such amount received to the Lenders in its Funding Group
on a pro rata basis based upon the outstanding principal amount of Advances
funded by such Lenders);


 


(M)                            to the
Servicer, for Servicer Advance Reimbursements (together with accrued and unpaid
interest thereon);


 


(N)                               to
the Service Providers in payment in full of any expenses and/or indemnification
payments payable thereto under the Servicing Agreement as of the last day of
the prior calendar month, to the extent not previously paid under clause (C) above
or otherwise; and


 


(O)                               to
or at the direction of the Borrower (including to make payments of interest,
principal and premium, if any, on one or more AerCap Sub Notes and of accrued
interest on the AerCap Liquidity Facility), the remaining portion of such
funds, provided, that the Borrower may elect,
in its sole discretion, to retain all or a portion of such funds in the
Collection Account.


 


(f)                                    Returned
Collections. For the purposes of this Section 8.1, if and to the
extent the Administrative Agent, any Funding Agent, the Collateral Agent or any
Lender shall be required for any reason to pay over to an Obligor any amount
received on its behalf hereunder, such amount shall be deemed not to have been
so received but rather to have been retained by the


 


97

















 


Borrower and, accordingly, the Administrative Agent, such Funding
Agent, the Collateral Agent or such Lender, as the case may be, shall have
a claim against the Borrower for such amount, payable pursuant to the Flow of
Funds above.


 


(g)                                 Servicer Advances.


 


(i)                                     The Servicer shall
be entitled, but is not obliged, to make one or more advances (any of which, a “Servicer
Advance”), provided that the
Servicer may not make Servicer Advances during the period between the
Closing Date and the Facility Termination Date in a cumulative aggregate amount
exceeding $25,000,000 (with such calculation of cumulative aggregate amount
made without regard to whether any such Servicer Advances are or have been
repaid). The proceeds of Servicer Advances will be applied as if they were
Available Collections for the Payment Date relating to the monthly collection
period in respect of which made. The Servicer shall be entitled to
reimbursement for such Servicer Advances, payable under the Flow of Funds as a
Servicer Advance Reimbursement (together with interest accrued thereon as
provided in clause (ii) of this subsection (g) below).


 


(ii)                                  The outstanding
unpaid principal balance of Servicer Advances shall bear interest, at a rate
per annum equal to the Eurodollar Rate (determined as set forth in clause (i) of
the definition of Eurodollar Rate) plus a margin of 3.75% per annum, payable
monthly on each Payment Date (to the extent of Available Collections) pursuant
to an allocation thereto in the Flow of Funds.


 


(h)                                 Lessee Payments.
The Borrower, Borrower Subsidiaries and the Service Providers at all times
shall be entitled to withdraw funds from the Maintenance Reserves Account and
the Security Deposit Account to the extent such parties are required to pay
amounts in respect of Maintenance Reserves or Security Deposits to
Lessees or other third parties pursuant to the terms of any Lease or the
Service Provider Agreements.


 


(i)                                     Maintenance
Reserve Payments. Following the termination of a Lease, the Borrower,
Borrower Subsidiaries and the Service Providers shall be entitled to withdraw
from the Maintenance Reserves Account any balances contained therein
attributable to the related Aircraft for the payment of any expenses incurred
in maintaining, repairing, remarketing, storing, insuring or getting the
applicable Off-Lease Aircraft generally in a condition for Lease, to another
Eligible Lessee.


 


(j)                                     Expenses.
Notwithstanding anything to the contrary herein or in any other Transaction
Document, the Cash Manager may, from time to time on any Business Day, upon
written request to the Account Bank, withdraw from the Collection Account or
from the Liquidity Reserve Account such amounts as are needed to discharge any
Borrower Expense or, except during periods when such expenses would not be
payable at the level of the third allocation under Section 8.1(e)(i),
Borrower Income Tax Expense. The Borrower agrees to cause the amount of such
non-Payment Date withdrawals to be disclosed and set forth on the Monthly
Report relating to the month in which such withdrawals occur.


 


(k)                                  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 any Borrower Group


 


98

















 


Member shall be, when received, deposited in the Irish VAT Refund
Account. Funds held in the Irish VAT Refund Account shall be converted into
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 Account Bank or an affiliate). Upon conversion and receipt of Dollars, the
Collateral Agent 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
Borrower, the Collateral Agent or any of their respective 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 Dollars
and transfer to the Collections Account.


 


The Service Provider Administrative Agent
shall promptly notify the Collateral Agent in writing of the expected payment
of any such refund and the anticipated amount thereof.


 


(l)                                     AerCap Sub-Notes
Advance. If on any Advance Date there are Lenders who do not make available
to the applicable Funding Agent their ratable share of the Advance to be made
on such Advance Date and no other Lenders (or the Administrative Agent) have
made available to the Administrative Agent such shortfall in accordance with Section 2.3(b) of
this Agreement, then the holders of the AerCap Sub-Notes, ratably, may advance
any such shortfall to the Borrower on such Advance Date so that the Borrower
has sufficient funds available to purchase the subject Aircraft Owning Entity
on such Advance Date and to satisfy its obligations under the AerCap-Borrower
Purchase Agreement. In the event that the holders of the AerCap Sub-Notes elect
to advance the Borrower such shortfall, then any amounts recovered from the
failing Lenders shall be paid directly to the holders of the AerCap Sub-Notes,
ratably, and such funds shall not constitute Collections to be applied under Section 8.1(e).


 


SECTION 8.2  Investments.
All funds on deposit in the Collection Account, the Maintenance Reserve
Account, the Security Deposit Account and the Liquidity Reserve Account shall
be invested only in Eligible Investments as specified by the Borrower in
writing to the Account Bank from time to time; provided, that if the
Borrower shall fail to specify such Eligible Investments in a timely manner,
the Collateral Agent, at the direction of the Administrative Agent, may specify
such Eligible Investments. All investments of funds on deposit in the
Collection Account, the Maintenance Reserve Account, the Security Deposit
Account and the Liquidity Reserve Account shall mature, or may be sold or
withdrawn without loss, not later than the Business Day preceding the next
Payment Date. Income earned on funds deposited to the Collection Account, the
Maintenance Reserve Account, the Security Deposit Account and the Liquidity
Reserve Account shall be transferred by the Account Bank to the Collection
Account on the Business Day prior to each Payment Date for distribution pursuant
to the Flow of Funds; provided, that the Servicer shall notify the
Account Bank of any income earned on funds deposited to the Maintenance Reserve
Account or the Security Deposit Account which must be retained in such accounts
pursuant to the terms of any applicable Leases (and such income shall not be so
transferred).


 


99

















 


SECTION 8.3  Covenants,
Representations and Warranties of Service Providers. In addition to the
covenants of the applicable Service Provider set forth in the applicable
Service Provider Agreement, each Service Provider hereby makes the following
applicable representations, warranties and covenants to the other parties
hereto on which the Lenders shall rely in making the Advances:


 


(a)                                  Covenants. The
applicable Service Provider covenants to the Borrower, the Administrative
Agent, each Funding Agent and the Lenders as follows:


 


(i)                                     No
Service Provider shall do anything to impair the rights of the Borrower, the
Administrative Agent or the Lenders in the Aircraft Assets, including, without
limitation, in the Related Security.


 


(ii)                                  Each
Service Provider shall at all times maintain its principal executive office
within Ireland.


 


(iii)                               The
Insurance Servicer shall maintain customary amounts of insurance coverage with
respect to the Service Providers under the Service Provider Agreements,
including, without limitation, coverage for errors and omissions (but not,
employee fidelity bond), fire, theft, workers compensation and servicer
liability arising from the collection or remarketing, as applicable, of the
Leases, provided that the coverage for errors and omissions applicable to the
Service Providers as a whole shall in all cases be maintained at a level of
coverage at least equal to $10,000,000 (subject to customary deductibles and
co-payments, if applicable).


 


(iv)                              The
Servicer shall, on every third Determination Date occurring following the
Original Closing Date, prepare and forward a Quarterly Report to the
Administrative Agent and each Funding Agent.


 


(v)                                 Each
Service Provider shall, consistent with the scope and area of its duties and
responsibilities set forth in the applicable Service Provider Agreements to
which it is a party, provide services to the Borrower and the Borrower
Subsidiaries so as to enable them to comply with their respective obligations
under this Agreement, including without limitation in respect of their covenant
obligations set forth in Article X. Each Service Provider further
agrees to refrain from taking actions that are inconsistent with such
obligations of the Borrower and Borrower Subsidiaries.


 


(vi)                              Each
Service Provider shall maintain (a) its legal existence and, if
applicable, good standing in the jurisdiction of its formation, incorporation,
or organization and (b) its qualification and, if applicable, good
standing in all other jurisdictions in which the failure to maintain such
qualification and good standing could reasonably be expected to cause a
Material Adverse Effect.


 


(vii)                           The
Servicer shall furnish to the Collateral Agent, the Administrative Agent and
each Funding Agent from time to time such statements and schedules further
identifying and describing the Borrower Collateral as the Collateral


 


100

















 


Agent, the Administrative Agent or any
Funding Agent may reasonably request, all in reasonable detail.


 


(viii)                        The
Servicer will not maintain, nor permit a Lessor to maintain, for any purposes
related to perfection or the effect of perfection in the applicable jurisdiction,
the possession of any executed original counterparts of the Leases that would
be deemed a Chattel Paper Original, in a jurisdiction other than Ireland,
unless such Lease is a Chattel Paper Original deposited with the Collateral
Agent.


 


(ix)                                Each
Service Provider shall maintain its computer systems so that, from and after
the time of the Initial Advance under this Agreement, its Records indicate
clearly that the Borrower Collateral is directly or indirectly owned by the
Borrower or another Borrower Group Member.


 


(x)                                   The
Servicer on behalf of the Borrower shall maintain records of the Aircraft and
the Leases, consistent with those of a prudent international operating lessor.


 


(xi)                                With
respect to technical and maintenance Records relating to a Funded Aircraft, the
Servicer agrees on behalf of the Borrower to provide the Collateral Agent and
the Administrative Agent, promptly upon request, access to (i) while the
Aircraft is under Lease, such Records of the Lessee that the Lessor is entitled
itself to access under, and subject to the restrictions of, the related Lease
and the cooperation of the Lessee (which cooperation the Servicer will pursue
consistent with the Servicer Standard of Performance), and (ii) in any
case, such Records that the Borrower or the Lessor maintains on its own account
through the Servicer. The Servicer agrees to maintain and update such Records
consistent with the Servicer Standard of Performance.


 


(xii)                             Each
Service Provider shall advise the Lenders, the Collateral Agent, the Administrative
Agent and each Funding Agent promptly, in reasonable detail, (i) of any
Adverse Claim known to it made or asserted against any of the Borrower
Collateral (other than Permitted Liens), (ii) of the occurrence of any
event (other than a change in general market conditions) which would have a
material adverse effect on the assignments and security interests granted by
the Borrower or AerCap under any Credit Document, and (iii) as soon as
such Service Provider becomes aware, of any loss, theft, damage, or destruction
to any Aircraft if the potential cost of repair or replacement of such asset
(without regard to any insurance claim related thereto) may exceed
$5,000,000.


 


(xiii)                          No
Service Provider shall directly or indirectly, (i) knowingly conduct any
business or engage in making or receiving any contribution of funds, goods or
services to or for the benefit of any person described in Section 9.21,
(ii) knowingly deal in, or otherwise engage in any transaction relating
to, any property or interests in property blocked pursuant to the Executive
Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or
conspire to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set
forth in any Anti-Terrorism Law (and the Service Provider shall deliver to the


 


101

















 


Lenders any certification or other evidence
requested from time to time by any Lender in its reasonable discretion,
confirming their compliance with this section).


 


(xiv)                         Subject
to the availability to the respective Service Provider of adequate funding to
comply with its obligations under this section and the Service Provider
Agreement to which it is a party, each Service Provider shall keep the Borrower
in compliance with its obligations and covenants herein and under any other
Related Documents provided to such Service Provider by the Borrower, to the
extent that such obligations and covenants specifically relate to the “Services”
as defined in the Service Provider Agreement to which such Service Provider is
a party. Nothing in this section or in the Service Provider Agreement to
which such Service Provider is a party shall be deemed to constitute or be
construed as (i) a delegation or other transfer to, or an assumption by,
such Service Provider or any of its Affiliates of any obligations of any Person
within the Borrower Group to make any payment to any Lessee, any Lender
(without limiting any express obligation of the Service Provider under the
applicable Service Provider Agreement) or other Person, or to comply with any
other monetary obligation, under any Lease or any other Transaction Document,
or (ii) a transfer to such Service Provider or any of its Affiliates of
any right, title or interest in any Lease or related agreement or any Aircraft
Asset covered thereby.


 


(xv)                            The
Service Providers agree to procure and deliver to the Borrower, so as to allow
the Borrower to comply with its corresponding reporting obligation under Section 10.19(a),
as soon as available and in any event within 120 days after the end of each
Fiscal Year, a copy of the audited consolidated financial statements, prepared
in accordance with GAAP, for such year of the AerCap Group, certified by any
firm of nationally recognized independent certified public accountants
acceptable to the Administrative Agent, accompanied by a certificate of the
officer in charge of financial matters of AerCap Group, confirming that AerCap
Group is in compliance with the net worth requirement in Section 12.1(f) hereof;


 


(xvi)                         The
Service Providers agree to procure and deliver to the Borrower, so as to allow
the Borrower to comply with its corresponding reporting obligation under Section 10.19(a),
as soon as available and in any event within 75 days after the end of each of
the first three quarters of each Fiscal Year, with respect to the AerCap Group,
unaudited consolidated balance sheets as of the end of such quarter and as at
the end of the previous Fiscal Year, and consolidated statements of income for
such quarter and for the period commencing at the end of the previous Fiscal
Year and ending with the end of such quarter prepared in accordance with GAAP,
certified by the officer in charge of financial matters of the AerCap Group,
identifying such balance sheets or statements as being the balance sheets or
statements of such Person described in this paragraph (xvi) and stating that
the information set forth therein fairly presents the financial condition of
the AerCap Group as of and for the periods then ended, subject to year-end
adjustments consisting only of normal, recurring accruals and omissions of
footnotes and subject to the auditors’ year end report, and accompanied by a
certificate of the officer in charge of financial matters of AerCap Group
confirming that AerCap Group is in compliance with the net worth requirements
in Section 12.1(f) hereof.


 


102

















 


(b)                                 Representations and
Warranties. Each Service Provider represents and warrants to the Borrower,
the Administrative Agent, each Funding Agent and the Lenders, as of (unless
otherwise explicitly set forth below) the Closing Date, the Initial Advance
Date, the date of each Additional Advance and each Payment Date (provided that
the representation and warranty in Section 8.3(b)(vii)(E) is made
only as of the Initial Advance Date), as to itself that:


 


(i)                                     Such
Service Provider has been duly incorporated and is validly existing under the
laws of the Republic of Ireland, with power, authority and legal right to own
its properties and to conduct its business as such properties are currently
owned and such business is currently conducted;


 


(ii)                                  There
is no existing default under any Operating or Organizational Document of such
Service Provider or any event which, with the giving of notice or the passage
of time or both, would have a Material Adverse Effect;


 


(iii)                               Each
Service Provider is duly qualified to do business as a foreign corporation, and
has obtained all necessary licenses and approvals, in all jurisdictions in
which the conduct of its business (including, as applicable, the servicing of
the Aircraft, the Leases and the Related Security as required by this
Agreement) requires such qualification and where the failure to be so qualified
would have a material adverse effect on its business and assets taken as a
whole or on its ability to perform the applicable services provided for in
the related Service Provider Agreements;


 


(iv)                              Such
Service Provider has the power and authority to execute and deliver this
Agreement and the other Credit Documents to which it is a party and to carry
out its terms and their terms, respectively, and the execution, delivery and
performance of this Agreement and the other Credit Documents to which it is a
party have been duly authorized by such Service Provider by all necessary
corporate action;


 


(v)                                 This
Agreement and the other Credit Documents to which such Service Provider is a
party constitute its legal, valid and binding obligations, enforceable in
accordance with their respective terms, except as enforceability may be
limited by bankruptcy, insolvency, moratorium, reorganization, or other similar
laws affecting the enforcement of creditors’ rights generally and by equitable
limitations on the availability of specific remedies, regardless of whether
such enforceability is considered in a proceeding in equity or at law;


 


(vi)                              The
consummation of the transactions contemplated by this Agreement and the other
Credit Documents to which such Service Provider is a party, and the fulfillment
of the terms of this Agreement and the other Transaction Documents to which it
is a party, shall not conflict with, result in any breach of any of the terms
and provisions of, or constitute (with or without notice or lapse of time) a
default under, any Operational or Organizational Document of such Service
Provider, or any indenture, agreement, mortgage, deed of trust or other
instrument to which such Service Provider is a party or by which it is bound or
any of its properties are subject, or result in the creation or imposition of
any Lien (other than a Permitted Lien) upon any of its properties pursuant to
the terms of any such indenture, agreement, mortgage, deed of trust on other


 


103

















 


instrument, other than this Agreement, or
violate any law (including, without limitation, any Environmental Laws), order,
rule or regulation applicable to the Service Provider of any court or of
any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Service Provider or
any of its properties, except where any such conflict or violation would not
have a Material Adverse Effect;


 


(vii)                           There
are no proceedings or investigations pending against such Service Provider,
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over such Service Provider or
its properties (A) asserting the invalidity of this Agreement or any of
the Credit Documents, (B) seeking to prevent the consummation or
performance of any of the transactions contemplated by this Agreement or any of
the Credit Documents to which such Service Provider is a party, (C) seeking
any determination or ruling that might materially and adversely affect the
performance by such Service Provider of its obligations under, or the validity
or enforceability of, this Agreement or any of the Credit Documents to which
such Service Provider is a party, (D) that could otherwise have a Material
Adverse Effect (but without giving effect to clause (ii) of the definition
thereof), or (E) as of the Closing Date only, that could otherwise have a
Material Adverse Effect (but giving effect to the entire definition of such
term);


 


(viii)                        All
approvals, authorizations, consents, licenses, registrations, declarations,
orders or other actions of any Person, corporation or other organization, or of
any court, governmental agency or body or official, required in connection with
the execution and delivery by such Service Provider of this Agreement and the
other Credit Documents to which it is a party and the consummation of the
transactions contemplated thereby have been or will be taken, made or obtained
on or prior to respective dates of execution and delivery of this Agreement and
such other Credit Documents;


 


(ix)                                The
Service Provider has complied in all material respects with all applicable laws
(including, without limitation, any Environmental Law), rules, regulations,
judgments (unless such judgment has been properly appealed and such appeal is
being diligently prosecuted by such Person), agreements, decrees and orders, as
any of the same relate to performance by it of its services under the
applicable Service Provider Agreements;


 


(x)                                   In
each case, to the extent that the failure of such representation to be true
would have a material adverse effect on its ability to perform its
obligations under the applicable Service Provider Agreements, (A) the
Service Provider has filed on a timely basis all Tax Returns (including,
without limitation, foreign, federal, state, local and otherwise) required to
be filed, (B) the Service Provider is not liable for Taxes payable by any
other Person, (C) the Service Provider has paid, or made adequate
provisions for the payment in accordance with GAAP of, all Taxes, assessments
and other governmental charges due from the Service Provider, (D) all such
Tax Returns are true and correct in all material respects, (E) no tax lien
or similar Adverse Claim has been filed, and no claim is being asserted, with
respect to any such Tax, assessment or other


 


104

















 


governmental charge, (F) any Taxes, fees
and other governmental charges payable by the Service Provider in connection
with the execution and delivery of this Agreement and the other Credit
Documents and the transactions contemplated hereby or thereby, have been paid
or will be paid when due, and (G) the Service Provider is unaware of any
proposed or pending tax assessments, deficiencies or audits that could be
reasonably expected to, individually or in the aggregate, result in such a
material adverse effect.


 


(xi)                                All
written information furnished by or on behalf of the Service Provider to any Lender,
the Collateral Agent, the Administrative Agent or any Funding Agent in
connection with this Agreement or any transaction contemplated hereby is true
and complete in all material respects on and as of the date of delivery of such
written information, and does not omit to state a material fact necessary to
make the statements contained therein not misleading on and as of such date of
delivery;


 


(xii)                             In
each case, to the extent that the failure of such representation to be true
would have a material adverse effect on its ability to perform its
obligations under the applicable Service Provider Agreements, (A) the
Service Provider is in compliance in all material respects with all, and has no
liability under any, applicable Environmental Laws and has been issued and
currently maintains all required foreign, federal, state and local permits,
licenses, certificates and approvals, and (B) the Service Provider has not
been notified of any pending action, suit, proceeding or investigation, and is
not aware of any facts, which (1) calls into question, or could reasonably
be expected to call into question, compliance by it with any Environmental
Laws, (2) seeks, or could reasonably be expected to form the basis of
a meritorious proceeding, to suspend, revoke or terminate any license, permit
or approval necessary for the operation of its business, assets or facilities
or for the generation, handling, storage, treatment or disposal of any
Hazardous Materials, or (3) seeks to cause, or could reasonably be
expected to form the basis of a meritorious proceeding to cause, any of
its property to be subject to any restrictions on ownership, use, occupancy or
transferability under any Environmental Law;


 


(xiii)                          Each
Service Provider is not engaged in nor has it engaged in any course of conduct
that could subject any of its properties to any Adverse Claim, seizure or other
forfeiture under any criminal law, racketeer influenced and corrupt
organizations law, civil or criminal, or other similar laws, whether foreign or
domestic;


 


(xiv)                         Each
Service Provider is not in violation of any Anti-Terrorism Laws, including the
Executive Order, and the Patriot Act.


 


Neither the Service Providers, nor any broker
or other agent of it acting or benefiting in any capacity in connection with the
Advances is any of the following:


 


(A)                              a
person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;


 


105

















 


(B)                                a
person owned or controlled by, or acting for or on behalf of, any person that
is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order;


 


(C)                                a
person with which any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law;


 


(D)                               a
person that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order; or


 


(E)                                 a
person that is named as a “specially designated national and blocked person” on
the most current list published by OFAC at its official website or any
replacement website or other replacement official publication of such list.


 


Neither the
Service Provider, nor any broker or other agent of it acting in any capacity in
connection with the Advances (i) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the
benefit of any person described in the preceding paragraph, (ii) deals in,
or otherwise engages in any transaction relating to, any property or interests
in property blocked pursuant to the Executive Order, or (iii) engages in
or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law;


 


(xv)                            Each
of the representations and warranties of the Service Provider set forth in the
applicable Service Provider Agreements to which it is a party, each of which is
hereby incorporated herein by reference, is true and correct in all material
respects (it being understood that a representation or warranty that by its
express terms is expressed to be made as of, and only as of, a particular date
or time, is only represented to be true and correct at and as of such time),
and the Administrative Agent, the Funding Agents and the Lenders shall be
entitled to rely on each of them as if they were fully set forth herein;


 


(xvii)                      On and as of
each Advance Date (and after giving effect to the transactions contemplated to
occur on such Advance Date), there does not exist any Servicer Termination
Event or event that would constitute a Servicer Termination Event but for the
passage of time or the giving of notice or both;


 


(xviii)                   The Servicer
represents and warrants that each Monthly Report and Quarterly Report delivered
hereunder is accurate in all material respects as of the date thereof; and


 


(xix)                           On the
Closing Date, the Servicer represents and warrants that the consolidated
balance sheets of the AerCap Group as at December 31, 2006, and the
related statements of income and retained earnings of the AerCap Group for the
Fiscal Year then ended, copies of which have been furnished to the
Administrative Agent and each of the Funding Agents, fairly present the
financial condition of the AerCap Group as


 


106

















 


at such date and the results of the
operations of the AerCap Group for the period ended on such date, all in
accordance with GAAP consistently applied.


 


ARTICLE IX


 


REPRESENTATIONS
AND WARRANTIES OF THE BORROWER


 


In order to induce the other parties hereto
to enter into this Agreement and, in the case of the Lenders, to make Advances
hereunder, the Borrower hereby represents and warrants to the Administrative
Agent, the Collateral Agent, each Funding Agent and the Lenders, as of (unless
otherwise explicitly set forth below) the Closing Date, the Initial Advance
Date, the date of each Additional Advance and each Payment Date, as follows:


 


SECTION 9.1  Subsidiaries.
The Borrower has no Subsidiaries other than the Aircraft Owning Entities,
Applicable Intermediaries, Holdco Subsidiaries and Owner Participants and any
Persons owning beneficial interests therein.


 


SECTION 9.2  Organization and
Good Standing.


 


(a)                                  Borrower. The
Borrower has been duly organized and is validly existing as an exempted company
under the laws of Bermuda, with power and authority to own its properties and
to conduct its business as such properties are currently owned and such
business is currently conducted, and had at all relevant times and now has, power
and authority and legal right to acquire and own the Aircraft, Leases and
Related Security, the other Aircraft Assets and the Equity Interests of the
Borrower Subsidiaries and to grant to the Collateral Agent, for the benefit of
the Lenders, a first priority security interest in the Borrower Collateral and
to enter into and perform its obligations under this Agreement and each of
the other Transaction Documents to which it is a party.


 


(b)                                 Subsidiaries.
Each of the Borrower Subsidiaries has been duly formed, incorporated or
organized and is validly existing as a corporation, limited liability company,
partnership, limited partnership, business or statutory trust, owner trust or
other business entity in good standing under the laws of the jurisdiction of its
formation (to the extent such concept is recognized in such jurisdiction),
incorporation or organization as set forth in Schedule VIII, with
power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is currently conducted, and
had at all relevant times and now has, power and authority and legal right to
acquire and own Aircraft, Leases, Related Security, other Aircraft Assets and,
if applicable, Equity Interests of other Borrower Subsidiaries and perform its
obligations under each of the Transaction Documents to which it is a party.


 


(c)                                  Constitutive
Documents. There is no existing material default under any Operating or
Organizational Document of the Borrower or any Borrower Subsidiaries or any
event which, with the giving of notice or passage of time or both, would
constitute a default by any party thereunder.


 


SECTION 9.3  Due Qualification.
The Borrower and each of the Borrower Subsidiaries is duly qualified to do
business as a foreign entity in good standing (to the extent such concept is


 


107

















 


applicable), and has obtained all necessary licenses and approvals, in
all jurisdictions in which the failure to so qualify, or obtain such license or
approval, would result in a Material Adverse Effect.


 


SECTION 9.4  Enforceability.
This Agreement and the other Transaction Documents to which the Borrower or any
of the Borrower Subsidiaries are a party constitute legal, valid and binding
obligations of the Borrower and such Borrower Subsidiaries, as applicable,
enforceable in accordance with their respective terms, except as enforceability
may be limited by (i) applicable bankruptcy, insolvency,
reorganization or other similar law, and (ii) general principles of
equity.


 


SECTION 9.5  Security Interest.


 


(a)                                  The Security Trust
Agreement creates or shall create upon registration where registration is
required to secure priority, a valid first priority security interest in the
Borrower Collateral in favor of the Collateral Agent, enforceable against the
Borrower and the Borrower Subsidiary grantors thereunder, and creditors of and
purchasers from such grantors.


 


(b)                                 None of the Borrower
Collateral has been pledged, assigned, sold or otherwise encumbered other than
pursuant to the terms of AerCap-Borrower Purchase Agreement or any applicable
Borrower Acquisition Document or the terms hereof or of the Security Trust
Agreement and except for Permitted Liens, and no Borrower Collateral is
described in (i) any UCC financing statements filed against AerCap, any
Seller or the Borrower other than UCC financing statements which have been
terminated and the UCC financing statements filed in connection with the
Security Trust Agreement, each of which name the Collateral Agent as secured
party or the AerCap-Borrower Purchase Agreement, which names the Borrower as
purchaser/secured party, or (ii) any other registries or filing records
that may be applicable to the Borrower Collateral in any other relevant
jurisdiction, other than such filings or registrations made in connection with
the Security Trust Agreement or any other security document in favor of the
Collateral Agent.


 


SECTION 9.6  No Violation.
The consummation of the transactions contemplated by this Agreement and the
other Credit Documents to which the Borrower or any Borrower Subsidiaries are a
party, and the fulfillment of the terms of this Agreement and the other Credit
Documents to which the Borrower or any Borrower Subsidiaries are a party, shall
not (A) conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under, the Operational Documents or Organizational Documents of the
Borrower or any Borrower Subsidiaries, or any material indenture, agreement,
mortgage, deed of trust or other instrument to which the Borrower or any
Borrower Subsidiary is a party or by which it is bound or any of its properties
are subject, or (B) result in the creation or imposition of any Adverse
Claim upon any of the properties of the Borrower or any Borrower Subsidiaries
pursuant to the terms of any such indenture, agreement, mortgage, deed of trust
or other instrument, other than the Security Trust Agreement, and/or
AerCap-Borrower Purchase Agreement, or (C) violate in any material respect
any law (including, without limitation, any Environmental Law), rule or
regulation applicable to the Borrower or any Borrower Subsidiaries or with
respect to any Borrower Collateral, except (but only with respect to the
remaking of this representation on each Payment Date and each Advance Date,
when applicable) to the extent that


 


108

















 


the failure so to comply would not materially adversely affect the
Borrower Collateral, the collectibility of a substantial portion of the Leases
or the ability of the Borrower, any Service Provider or such Borrower
Subsidiary to perform its obligations under the Credit Documents, or (D) violate
any writ, order, judgment or decree binding on or affecting the Borrower or any
Borrower Subsidiaries of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Borrower or any Borrower Subsidiaries or any of their respective
properties.


 


SECTION 9.7  No Proceedings.
There are no proceedings or investigations pending against the Borrower or any
Borrower Subsidiaries, before any court, regulatory body, administrative agency
or other tribunal or governmental instrumentality having jurisdiction over the
Borrower or any Borrower Subsidiaries or any of their respective properties (A) asserting
the invalidity or unenforceability of this Agreement or any of the other Credit
Documents, (B) seeking to prevent the consummation or performance of any
of the transactions contemplated by this Agreement or any of the other Credit
Documents, (C) as of the Closing Date only, seeking any determination or
ruling that might materially and adversely affect the performance by the
Borrower or any Borrower Subsidiaries of its obligations under any of the
Credit Documents or (D) as of the Closing Date only, that could have a
material adverse effect on the Borrower or any Borrower Subsidiaries, the
Aircraft, the Leases, or any other Borrower Collateral.


 


SECTION 9.8  Approvals.
As of each Advance Date, with respect to the Transaction Documents that
specifically relate to the Advance occurring on that date, all approvals,
authorizations, consents, licenses, registrations, declarations, orders or
other actions of any Person, corporation or other organization, or of any
court, governmental agency or body or official, required in connection with the
execution and delivery by the Borrower or any Borrower Subsidiaries of any such
Transaction Document to which it is a party and the consummation of the
transactions contemplated thereby have been or will be taken or obtained on or
prior to the respective dates of execution and delivery of such Transaction
Documents.


 


SECTION 9.9  Subsidiaries.
As of the Closing Date, Schedule VIII sets forth (a) a correct
and complete list of the relationship of the Borrower and the Borrower
Subsidiaries and all of their respective Subsidiaries, (b) the location of
the chief executive office of each of them, (c) the jurisdiction of
formation, incorporation or organization of each of them, (d) a true and
complete listing of each class of the Equity Interests of each of them, of
which all of such issued Equity Interests are validly issued, outstanding,
fully paid and non-assessable, and owned beneficially and of record by the
Persons identified in Schedule VIII, (e) the type of entity of
each of them, and (f) if applicable, the employer or taxpayer
identification number of each of them and the organizational identification number
issued by each of their respective jurisdictions of formation, incorporation,
or organization. Each of the Borrower and each Borrower Subsidiary has only one
jurisdiction of formation, incorporation, or organization, except that the
Borrower is a resident of Ireland for tax purposes.


 


SECTION 9.10  Solvency.
As of the Closing Date and each Advance Date, each of the Borrower and each of
the Borrower Subsidiaries is Solvent and will not become insolvent after giving
effect to the transactions contemplated by this Agreement and the other
Transaction


 


109

















 


Documents. None of the Borrower or any Borrower Subsidiaries has any
Indebtedness to any Person other than as permitted pursuant to Section 10.27
hereof.


 


SECTION 9.11  Compliance with
Laws. The Borrower and each Borrower Subsidiary, (a) as of each
Advance Date, has complied in all material respects with all applicable laws
(including, without limitation, any Environmental Law), rules, regulations,
judgments (unless such judgment has been properly appealed and such appeal is
being diligently prosecuted by such Person), agreements, decrees and orders
with respect to, as of any Advance Date, the Aircraft, Leases and other
Aircraft Assets that are the subject of funding on such Advance Date, and (b) as
of each Advance Date and each Payment Date, has complied in all material
respects with all applicable laws (including, without limitation, any
Environmental Law), rules, regulations, judgments (unless such judgment has
been properly appealed and such appeal is being diligently prosecuted by such
Person), agreements, decrees and orders with respect to its the Aircraft,
Leases and other Aircraft Assets generally, except (in the case of this clause (b) where
non-compliance could not reasonably be expected to have a Material Adverse
Effect.


 


SECTION 9.12  Taxes. The
Borrower and each Borrower Subsidiary has filed on a timely basis all Tax
Returns (including, without limitation, foreign, federal, state, local and
otherwise) required to be filed for which failure to file would have a Material
Adverse Effect, and has paid, or in accordance with GAAP made adequate
provisions for the payment of, all Taxes due from the Borrower and each of the
Borrower Subsidiaries, as applicable. All such Tax Returns are true and correct
in all material respects. No tax lien or similar Adverse Claim has been filed,
and no claim is being asserted, with respect to any such Taxes. Any Taxes, fees
and other governmental charges payable by the Borrower or any Borrower
Subsidiaries in connection with the execution and delivery of this Agreement
and the other Transaction Documents and the transactions contemplated hereby or
thereby including the transfer of the Aircraft and the Leases and Related Security,
if any, and the transfer of the Equity Interests of the Borrower Subsidiaries
to the Borrower have been paid or will be paid when due. The Borrower is
unaware of any proposed or pending tax assessments, deficiencies or audits that
could be reasonably expected to, individually or in the aggregate, result in a
material adverse change in the business, operations, property, prospects or
financial or other condition of the Borrower and each of the Borrower
Subsidiaries.


 


SECTION 9.13  Monthly Report.
Each Monthly Report and Quarterly Report is accurate in all material respects
as of the date thereof.


 


SECTION 9.14  No Liens, Etc. 


 


(a)                                  The Borrower
Collateral and each part thereof is owned by the Borrower free and clear
of any Adverse Claim other than Permitted Liens, and the Borrower has the full
right, corporate power and lawful authority to assign, transfer and pledge the
same and interests therein, and upon the making of the Initial Advances, the
Collateral Agent, for the benefit of the Administrative Agent, each Funding
Agent and the Lenders, will have, upon registration if required, acquired a
perfected, first priority and valid security interest in such Borrower
Collateral, free and clear of any Adverse Claim other than Permitted Liens. No
effective control agreement, financing statement or other instrument similar in
effect covering all or any part of the Borrower Collateral has been
executed or is on file in any recording office, except such as


 


110

















 


may have been filed in favor of the Collateral Agent for the
benefit of the Administrative Agent, the Funding Agents and the Lenders
pursuant to Article VII of this Agreement or, with respect to the
Leases, in favor of the Borrower pursuant to the Purchase Agreement. The use by
the Borrower of the Borrower Collateral and all rights with respect thereto do
not infringe on the rights of any person.


 


(b)                                 The rights and
obligations of the Borrower Group Members as Lessors under the Leases with
respect to the Aircraft, and any Equity Interests in any other Person held by
such Borrower Group Members, are, in each case, held free and clear of any
Adverse Claim other than Permitted Liens, or prohibition with respect to
transferability and each such Borrower Group Member has the full right,
corporate power and lawful authority to assign, transfer and pledge the same
and interests therein, and upon the making of the Initial Advances or
Additional Advance relating thereto, the Collateral Agent, for the benefit of
the Administrative Agent, each Funding Agent and the Lenders, will have, upon
registration if required, acquired a perfected, first priority and valid
security interest in such rights, obligations and Equity Interests, free and
clear of any Adverse Claim (other than Permitted Liens).


 


SECTION 9.15  Purchase and
Sale. The Equity Interests of each Borrower Subsidiary, was purchased by
the Borrower on the Initial Advance Date or on the date of an Additional
Advance, provided, that for Initial Advance Dates or Additional Advance
Dates involving the financing of the acquisition of an Aircraft not effected by
the acquisition of such Equity Interests, the Borrower or an existing Borrower
Subsidiary purchases such assets directly.


 


SECTION 9.16  Securities
Act of 1933. Each of the sales and purchases under the Borrower Acquisition
Documents and the purchase of the Equity Interests under AerCap-Borrower
Purchase Agreement is exempt from the registration requirements of the
Securities Act of 1933, as amended.


 


SECTION 9.17  Information
True and Correct. All written information furnished by or on behalf of the
Borrower or any Borrower Subsidiaries to any Lender, the Collateral Agent, the
Administrative Agent or any Funding Agent in connection with this Agreement or
any transaction contemplated hereby, when delivered (and when taken in
connection with previous information so furnished for the purpose of
completeness) is true and, when taken as a whole, complete in all material
respects and does not omit to state a material fact necessary to make the
statements contained therein not misleading.


 


SECTION 9.18  Environmental
Laws. The Borrower and each Borrower Subsidiary is in compliance in all
material respects with all, and has no liability under any, applicable
Environmental Laws and has been issued and currently maintains all required
foreign, federal, state and local permits, licenses, certificates and
approvals, except in each case where the failure to so comply or maintain would
not have a material adverse effect on the Borrower or the Borrower Subsidiaries
or their assets or property, taken as a whole. None of the Borrower or any
Borrower Subsidiaries has been notified of any pending or threatened action,
suit, proceeding or investigation, and none of the Borrower or any Borrower Subsidiary
is aware of any facts, which (a) calls into question, or could reasonably
be expected to call into question, compliance by the Borrower or any Borrower
Subsidiaries with any Environmental Laws, (b) seeks, or could reasonably
be expected to form the basis of a meritorious proceeding, to suspend,
revoke or


 


111

















 


terminate any license, permit or approval necessary for the operation
of any the Borrower’s or any Borrower Subsidiaries’ business, assets or
facilities or for the generation, handling, storage, treatment or disposal of
any Hazardous Materials, or (c) seeks to cause, or could reasonably be
expected to form the basis of a meritorious proceeding to cause, any
property of the Borrower or any Borrower Subsidiaries to be subject to any
restrictions on ownership, use, occupancy or transferability under any
Environmental Law.


 


SECTION 9.19  Employment
Matters. None of the Borrower or any Borrower Subsidiary has or has ever
had (i) any Employee Benefit Plan, any Multiemployer Plan or any Pension
Plan, or any obligation to fund any such plan or (ii) any employee other
than officers thereof.


 


SECTION 9.20  RICO.
None of the Borrower or any Borrower Subsidiary is engaged in or has engaged in
any course of conduct that could subject any of their respective properties to
any Adverse Claim, seizure or other forfeiture under any criminal law,
racketeer influenced and corrupt organizations law, civil or criminal, or other
similar laws, whether foreign or domestic.


 


SECTION 9.21  Anti-Terrorism
Law. None of the Borrower, any Borrower Subsidiary or, to the knowledge of
the Borrower as of the Advance Date relating to a Lessee, any such Lessee, is
in violation of any Requirement of Law relating to terrorism or money laundering
(“Anti-Terrorism Laws”), including Executive Order No. 13224 on
Terrorist Financing, effective September 24, 2001 (the “Executive Order”),
and the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56
(the “Patriot Act”).


 


None of the Borrower or any Borrower
Subsidiaries or any broker or other agent of any of them acting or benefiting
in any capacity in connection with the Advances is any of the following:


 


(i)                                     a
person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;


 


(ii)                                  a
person owned or controlled by, or acting for or on behalf of, any person that
is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order;


 


(iii)                               a
person with which any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law;


 


(iv)                              a
person that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order; or


 


(v)                                 a
person that is named as a “specially designated national and blocked person” on
the most current list published by the U.S. Treasury Department Office of
Foreign Assets Control (“OFAC”) at its official website or any
replacement website or other replacement official publication of such list.


 


112

















 


None of the Borrower or any Borrower
Subsidiaries or any broker or other agent of any of them acting in any capacity
in connection with the Advances (i) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the
benefit of any person described in the preceding paragraph, (ii) deals in,
or otherwise engages in any transaction relating to, any property or interests
in property blocked pursuant to the Executive Order, or (iii) engages in
or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law.


 


SECTION 9.22  Depositary
Banks. The names and addresses of the Account Bank and each Non-Trustee
Account Bank and the Irish Bank, together with the account numbers of the
Collection Account, the Security Deposit Account, the Maintenance Reserve
Account, the Liquidity Reserve Account, the Irish VAT Refund Account and each
Non-Trustee Account are as specified in Schedule VI hereto, as such
Schedule VI may be updated from time to time pursuant to Section 8.1(b).
The Collection Account, Security Deposit Account, Non-Trustee Accounts, the
Liquidity Reserve Account, the Irish VAT Refund Account and the Maintenance
Reserve Account are the only accounts into which Collections are deposited or
remitted. There are no lock-boxes or lockbox accounts associated with any of
the Collection Account, the Security Deposit Account, the Maintenance Reserve
Account, the Liquidity Reserve Account the Irish VAT Refund Account or any
Non-Trustee Account.


 


SECTION 9.23  Financial Condition.
The actual balance sheet of the Borrower as of the Initial Advance Date, giving
effect to the Borrower Acquisition, the initial Advances to be made under this
Agreement and the transactions contemplated by this Agreement, the
AerCap-Borrower Purchase Agreement and the other Transaction Documents, a copy
of which shall been furnished to each of the Administrative Agent and each of
the Funding Agents on or before the Initial Advance Date, shall fairly present
the financial condition of the Borrower as at such date, in accordance with
GAAP.


 


SECTION 9.24  Investment
Company Status. None of the Borrower or any Borrower Subsidiary is an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company,” as such terms are defined in the Investment
Company Act of 1940, as amended. The making of the Advances by the Lenders, the
application of the proceeds and repayment thereof by the Borrower and the
consummation of the transactions contemplated by this Agreement and the other
Transaction Documents to which the Borrower or any Borrower Subsidiary is a
party will not violate any provision of such Act or any rule, regulation or
order issued by the Securities and Exchange Commission thereunder.


 


SECTION 9.25  [Reserved].


 


SECTION 9.26  Representations
and Warranties True and Accurate. Each of the representations and
warranties of the Borrower and each Borrower Subsidiary contained in this
Agreement and the other Credit Documents was true and accurate as and when
deemed made.


 


SECTION 9.27  No Event of
Loss. No Event of Loss has occurred with respect to any Initial Financed
Aircraft as of the Initial Advance Date, or any Additionally Financed Aircraft
as of the related Additional Advance Date.


 


113

















 


SECTION 9.28  Description
of Aircraft and Leases.


 


(a)                                  Schedule I
attached hereto, as supplemented from time to time pursuant to Section 7.2(l),
or Section 10.8 hereof is a true and correct list of all Aircraft
acquired under the AerCap-Borrower Purchase Agreement from time to time.


 


(b)                                 Schedule II
attached hereto, as supplemented from time to time pursuant to Section 7.2(l),
or Section 10.8 hereof, is a true and correct list of all Borrower
Group Members and the Aircraft Owned thereby from time to time.


 


(c)                                  Schedule III
attached hereto, as supplemented from time to time pursuant to Section 7.2(l),
Section 10.8 or Section 10.9 hereof, is a true and
correct list of all Leases (including, without limitation, any head leases and
sub-leases) in effect with respect to the Aircraft Owned by Borrower Group
Members.


 


SECTION 9.29  No Default,
Etc.There does not exist (as of the Closing Date, the Initial Advance Date
and any Additional Advance Date), any Default, Event of Default, Early
Amortization Event (including a Servicer Termination Event), or event that
would constitute a Servicer Termination Event or Early Amortization Event but
for the passage of time or the giving of notice or both.


 


SECTION 9.30  Subsidiary
Constituent Documents. There is in full force and effect with respect to
each Borrower Subsidiary, as applicable, a limited liability company agreement,
trust agreement or other corporate constituent document substantially in the form of
one of the documents attached hereto as Exhibit Q or otherwise
reasonably acceptable to Administrative Agent.


 


ARTICLE X


 


COVENANTS


 


From the Closing Date until the later of the
Facility Termination Date or the day thereafter on which all Obligations shall
have been finally and fully paid and performed, the Borrower hereby covenants
and agrees as follows:


 


SECTION 10.1  Legal Existence
and Good Standing. The Borrower shall, and the Borrower shall cause each of
the Borrower Subsidiaries to, maintain (a) its legal existence and, if
applicable, good standing in the jurisdiction of its formation, incorporation,
or organization and (b) its qualification and, if applicable, good
standing in all other jurisdictions in which the failure to maintain such
qualification and good standing could reasonably be expected to cause a
Material Adverse Effect.


 


SECTION 10.2  Protection of
Security Interest of the Lenders.


 


(a)           (i)            At or prior to the Initial Advance
Date, the Borrower shall have filed or caused to be filed, with respect to
itself and each other Borrower Group Member that is a grantor of security
interests under the Security Trust Agreement, UCC-1 financing statements and


 


114

















 


amendments thereto, naming such Borrower Group Member as debtor, naming
the Collateral Agent (for the benefit of the Lenders, the Administrative Agent
and the Funding Agents) as secured party and describing the applicable Borrower
Collateral (such UCC-1 financing statements and amendments to be satisfactory
to the Administrative Agent and the Collateral Agent), with the Washington,
D.C. Office of Registry and in such other jurisdictions and locations as may be
required to perfect the security interests in the Borrower Collateral granted
under the Security Trust Agreement and/or as the Collateral Agent or the
Funding Agents shall have reasonably required. From time to time, on or after
the Initial Advance Date, the Borrower shall execute and file (or cause to be
executed and filed) such financing statements and cause to be executed and
filed such continuation statements, and shall make such registrations of
international interests and assignments thereof existing or arising under the
Cape Town Convention, including without limitation any prospective filings or
other filings necessary or advisable under the Cape Town Convention (provided, that if a Lessee’s cooperation
is necessary to effectuate any such registrations, the Borrower shall only be
required to make such registration to the extent feasible using commercially
reasonable efforts), all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of the
Administrative Agent, the Collateral Agent, the Funding Agent and the Lenders
under this Agreement and the Security Trust Agreement in the Borrower
Collateral, and in the proceeds thereof. In addition, with respect to the
delivery of any legal opinion in respect of the Cape Town Convention, stated to
be a condition precedent to Advances under Section 7.1B or Section 7.2
hereof, but the execution and delivery of which is relegated to an undertaking
of the Borrower under this subsection (a)(i), the Borrower agrees to
obtain the relevant legal opinion as soon as feasible but in no event later
than ten (10) Business Days following the date of the related release of
funds to the Borrower in respect of the Advance. The Borrower shall in any case
deliver (or cause to be delivered) to the Administrative Agent file-stamped
copies of, or filing receipts for, any document filed or registration effected
as provided above, as soon as available following such filing or registration.
In the event that the Borrower fails to perform its obligations under this
subsection, the Collateral Agent and the Administrative Agent may (and
upon the direction of any Funding Agent shall) do so at the expense of the
Borrower, to the extent that they are legally entitled to do so.


 


(ii)                                  Notwithstanding
anything herein or in any other Credit Document to the contrary, the Collateral
Agent shall be under no obligation to file or prepare any financing statement
or continuation statement or to take any action or to execute any further
documents or instruments in order to create, preserve or perfect the security
interest granted hereunder, such obligations being solely the obligations of
the Borrower (or, as applicable, a Service Provider).


 


(b)                                 The Borrower shall
not, and shall not permit any other Borrower Group Member that is a grantor of
a security interest under the Security Trust Agreement to, change its name, identity,
or corporate structure in any manner that would, could or might make any
financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading within the meaning of § 9-402(7) of
the UCC, unless the Borrower shall have given the Administrative Agent and each
Funding Agent at least thirty (30) days prior written notice thereof, and shall
promptly file appropriate amendments to all previously filed financing
statements and continuation statements.


 


115

















 


(c)                                  The Borrower shall
give the Administrative Agent at least sixty (60) days’ prior written notice of
any change of the Borrower’s, or any other Borrower Group Member’s,
jurisdiction of formation or organization. The Borrower shall at all times
maintain its principal office within Bermuda, provided that the Borrower may be
an Irish tax resident.


 


(d)                                 The Borrower shall
furnish to the Collateral Agent, the Administrative Agent and each Funding
Agent from time to time such statements and schedules further identifying and
describing the Borrower Collateral and such other reports in connection with
the Borrower Collateral as the Collateral Agent, the Administrative Agent or
any Funding Agent may reasonably request, all in reasonable detail.


 


(e)                                  The Borrower will not
maintain, nor permit a Lessor to maintain, for purposes of determining
perfection by possession under applicable law, possession of any executed
original counterparts of the Leases that would be deemed the Chattel Paper
Original in a jurisdiction other than Ireland, unless such Lease is an executed
original or Chattel Paper Original deposited with the Collateral Agent.


 


SECTION 10.3  Records.


 


(a)                                  The Borrower shall
maintain its computer systems so that, from and after the time of the Initial
Advance under this Agreement, its Records indicate clearly that the Borrower
Collateral is directly or indirectly owned by Borrower or another Borrower
Group Member.


 


(b)                                 The Borrower shall, at
its own cost and expense, maintain complete records of the Aircraft, the Leases
and the other Aircraft Assets, consistent with those of a prudent international
operating lessor. Upon request of the Collateral Agent, the Borrower shall, and
shall cause the Borrower Subsidiaries to, deliver and turn over to the
Collateral Trustee or to its representatives, or upon the request of the
Administrative Agent, shall provide the Administrative Agent or its
representatives with access to, during ordinary business hours, upon reasonable
notice by the Administrative Agent, which shall in no event be less than three (3) Business
Days (except if an Event of Default shall have occurred), all of the Borrower’s
and the Borrower Subsidiaries’ facilities, appropriate supervisory personnel
and Records pertaining to the Aircraft and Aircraft Assets. Promptly upon
request therefor, the Borrower shall, and shall cause the Borrower Subsidiaries
to, provide access to the Administrative Agent to Records reflecting activity
relating to the Aircraft and Aircraft Assets through the close of business on
the immediately preceding Business Day.


 


(c)                                  With respect to
technical and maintenance Records relating to a Funded Aircraft, the Borrower
agrees (and agree to cause the applicable Lessor) to provide the Collateral
Agent and the Administrative Agent, promptly upon request, access to (i) while
the Aircraft is under Lease, such Records of the Lessee that the Lessor is
entitled itself to access under, and subject to the restrictions of, the
related Lease, and (ii) in any case, such Records that the Borrower or the
Lessor maintains on its own account. The Borrower agrees to maintain and update
such Records consistent with the Servicer Performance Standard.


 


116

















 


SECTION 10.4  Other Liens
or Interests.


 


(a)                                  Except for the
security interest granted under the Security Trust Agreement, and as otherwise
permitted under the Transaction Documents, the Borrower will not sell, assign
or transfer (other than as permitted hereunder) or pledge to any other Person,
or grant, create, incur, assume or suffer to exist any Adverse Claim (other
than Permitted Liens) on any of the Borrower’s assets, including without
limitation, any Aircraft or other Aircraft Assets, the Borrower Collateral or any
interest therein, and the Borrower shall defend the right, title, and interest
of the Collateral Agent (for the benefit of the Administrative Agent, the
Funding Agents and the Lenders) in and to the Borrower Collateral against all
claims of third parties claiming through or under the Borrower.


 


(b)                                 Except for the
security interest granted under the Security Trust Agreement, and as otherwise
permitted under the Transaction Documents, the Borrower shall cause each
Borrower Subsidiary not to sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any Adverse Claim
(other than Permitted Liens) on any of their assets, including any Aircraft or
other Aircraft Assets, or any Lease, Related Security or other Borrower
Collateral owned by, entered into by or related to such Borrower Subsidiary, or
any interest therein. Without limiting the foregoing, the Borrower will not,
and will not cause or permit any Borrower Subsidiary to, do anything to impair
the rights of the Administrative Agent or the Lenders in any Aircraft or other
Aircraft Assets, or any Leases, Related Security or other Borrower Collateral
owned by, entered into by or related to such Borrower Subsidiary, or any
interest therein other than to the extent expressly permitted under the
Transaction Documents.


 


SECTION 10.5  Negative
Pledge Clause. The Borrower shall not, and the Borrower shall not cause or
permit any Borrower Subsidiary to enter into or cause, suffer or permit to
exist, any agreement with any Person other than the Collateral Trustee,
Administrative Agent, the Funding Agent and the Lenders pursuant to this
Agreement or any other Transaction Documents which prohibits or limits the
ability of the Borrower or any Borrower Subsidiary to create, incur, assume or
suffer to exist any Adverse Claim upon any of its property, assets or revenues,
whether now owned or hereafter acquired.


 


SECTION 10.6  Maintain
Properties. The Borrower shall (i) with respect to each Aircraft that
is subject to a Lease, but in any case subject to all applicable legal and
contractual restraints on performing such obligation including such Lease (and
subject to the cooperation of the applicable Lessee, which the Borrower agrees
to direct the Servicer to pursue, consistent with the Servicer Standard of
Performance), cause, directly or indirectly, through any Borrower Subsidiary,
such Aircraft to be maintained in a state of repair and condition consistent
with Leasing Company Practice with respect to similar aircraft under lease, taking
into consideration, among other things, the age and condition of the Aircraft
and the jurisdiction in which such Aircraft will be operated or registered
under any Lease, and (ii) with respect to each Aircraft that is not
subject to a Lease, maintain, and cause each Borrower Subsidiary to maintain,
such Aircraft in a state of repair and condition consistent with Leasing
Company Practice with respect to aircraft not under lease. The Borrower shall
and shall cause each Borrower Subsidiary to maintain all other properties (i.e., other than Funded Aircraft)
necessary to its operations in good working order and condition, make all
needed repairs, replacements and renewals to such


 


117

















 


properties, and maintain free from Adverse Claims all trademarks, trade
names, patents, copyrights, trade secrets, know-how, and other intellectual
property and proprietary information (or adequate licenses thereto), in each
case as are reasonably necessary to conduct its business as currently conducted
or as contemplated hereby, all in accordance with customary and prudent
business practices.


 


SECTION 10.7  Ownership,
Operation and Leasing of Funded Aircraft. The Borrower shall not, and shall
not permit any Borrower Subsidiary to:


 


(a)                                  Other
than in connection with a sale, transfer or other disposition permitted under Section 10.8,
permit any Person other than the applicable Aircraft Owning Entity (or an Owner
Participant as the Owner of all of the beneficial interest in an Owner Trust)
to own beneficially or of record any Aircraft (except to the extent required by
applicable law);


 


(b)                                 Enforce
any Lease with respect to any Aircraft in a manner other than the manner in
which the Servicer is required to enforce such Lease under the Servicing
Agreement;


 


(c)                                  Enter
into a Lease with respect to an Aircraft after the Initial Advance Date unless
such Lease is an Eligible Lease and, while Critical Mass exists, such action
does not constitute a Lessee Limitation Event; and


 


(d)                                 Enter
into a Future Lease with a Lessee that is domiciled in or organized under the
laws of a country that is not, at the time of entry into such Future Lease,
either (i) on the Approved Country List, (ii) a country as to which
the Borrower shall have procured the Required Coverage Amount (with such
Required Coverage Amount being determined after giving effect to the
origination of such Future Lease), or (iii) unless the Borrower shall have
first given the Administrative Agent at least ten (10) Business Days’
written notice of its intent to enter into such Lease. Following such written
notice, and before the Borrower may enter into such Lease, the
Administrative Agent shall have up to ten (10) Business Days to determine
whether it will request an additional legal opinion of the type it would be
able to request, under Section 7.2(e)(vii)(C) hereof, if an
Aircraft leased to such Lessee were to be the subject of an Additional Advance
Request as a proposed Additionally Financed Aircraft hereunder. If the
Administrative Agent makes such a request prior to the end of such ten Business
Day period, the Borrower may not enter into such Lease until it has first
delivered such a legal opinion to the Administrative Agent. If the
Administrative Agent notifies the Borrower during such ten Business Day period
that it is not requesting delivery of such a legal opinion, or if the
Administrative Agent fails to notify the Borrower of its intent by the end of
such ten Business Day period, then the Borrower may proceed to enter into
such Lease (subject to any other applicable conditions or requirements herein
or in any other Credit Document). It is understood that the foregoing
provisions and conditions concerning a request for an additional legal opinion
shall only apply to proposed or incipient Future Leases with a Lessee not
currently the Lessee of the applicable Funded Aircraft, i.e., such provisions and conditions shall
not apply to Future Leases that are renewals or extensions of a Lease of the
applicable Funded Aircraft with its existing Lessee.


 


118

















 


SECTION 10.8  Limitation on Disposition of Aircraft.
Without the prior written consent of the Administrative Agent, which such
consent shall be granted or withheld in the sole and absolute discretion of the
Administrative Agent, the Borrower shall not sell, transfer or otherwise
dispose of any Aircraft or any Equity Interest in any Borrower Subsidiary,
including, without limitation, in connection with an ABS Transaction, or allow
any Borrower Subsidiary to sell, transfer or otherwise dispose of any Aircraft
or any Equity Interest in any Borrower Subsidiary, including, without
limitation, in connection with an ABS Transaction, except (x) in connection
with transfers wholly among the Borrower Group Members (including, without
limitation, transfers by the Borrower of Equity Interest in Aircraft Owning
Entities to one or more newly formed Borrower Subsidiaries in connection with
any Approved Restructuring), (y) pursuant to a Qualifying Purchase Option, or
(z) pursuant to any such other sale, transfer or other disposition in which the
following conditions are satisfied:


 


(a)                                  such
sale, transfer or other disposition is not structured as a sale and leaseback
transaction;


 


(b)                                 the
price for such sale, transfer or other disposition (net of closing costs,
broker fees and other related expenses, and net of Tax liabilities payable by
the Borrower or any Borrower Subsidiary attributable to such sale, transfer or
disposition), together with the amount of any concurrent repayments to the
Borrower of inter-company loans by any Holdco Subsidiary being sold, and/or by
any Borrower Subsidiaries which such Holdco Subsidiary owns, equals or exceeds
an amount equal to the Allocable Advance Amount with respect to the related
Aircraft as of the date of such sale, transfer or other disposition (if the
date of such sale, transfer or other disposition is a Payment Date) or as of
the immediately preceding Payment Date (if the date of such sale, transfer or
other disposition is not a Payment Date);


 


(c)                                  such
sale, transfer or other disposition (i) does not constitute an Aircraft
Limitation Event or a Lessee Limitation Event, and (ii) does not have as
its immediate effect causing Critical Mass to no longer exist, and (iii) occurs
at a time when Critical Mass exists, and (iv) does not have as its
immediate effect, that after giving effect to such sale, transfer or other
disposition, that more than 10% (measured by Adjusted Borrowing Value) of all
Aircraft in the Borrower’s Portfolio will be Off-Lease; provided, that
during the Amortization Period, such sale, transfer or other disposition may occur
even if any of the foregoing conditions in clause (i), (ii) or (iii) is
not met, so long as the price for such sale, transfer or other disposition (net
of closing costs, broker fees and other related expenses, and net of Tax
liabilities payable by the Borrower or any Borrower Subsidiary attributable to
such sale, transfer or disposition) equals or exceeds an amount equal to, at
least 125% of the Allocable Advance Amount with respect to the affected
Aircraft as of the date of such sale, transfer or other disposition (if the
date of such sale, transfer or other disposition is a Payment Date) or as of
the immediately preceding Payment Date (if the date of such sale, transfer or
other disposition is not a Payment Date), and provided  further,
that during either the Amortization Period or the period prior to the
Amortization Period, such sale, transfer or other disposition may occur
even if any of the foregoing conditions in clause (i), (ii) or (iii) is
not met, so long as (A) such sale is occurring in connection with an ABS
Transaction entered into for the purpose of refinancing a


 


119

















 


substantial portion of the Funded Aircraft,
and (B) after giving effect to the sale, no Borrowing Base Deficiency will
then exist;


 


(d)                                 no
Event of Default or Early Amortization Event shall have occurred at or prior to
the time of, or shall occur as a result of, such sale, transfer or other
disposition;


 


(e)                                  after
giving effect to such sale, transfer or other disposition, and if the date of
such sale, transfer or other disposition is a Payment Date, after giving effect
to the distribution of funds under the Flow of Funds on such Payment Date, or
if not, then after giving effect to the distribution of funds under the Flow of
Funds on the next Payment Date, no Borrowing Base Deficiency will exist; and


 


(f)                                    the
board of directors of the Borrower shall have authorized the sale, transfer or
other disposition.


 


The Borrower shall deposit, and shall cause the Borrower Subsidiaries
to immediately deposit, in each case with written notice to the Collateral
Agent, the proceeds of any such sale, transfer or other disposition, including,
without limitation any such sale, transfer or other disposition of any Aircraft
or any Equity Interests in any Borrower Subsidiary in connection with any ABS
Transaction, into the Collection Account for application thereof (i) on
the date of such deposit (in the case of the proceeds of an ABS Transaction or
any significant sale, transfer or other disposition designated as such by the
Administrative Agent) in the order of priority set forth in the Flow of Funds
hereof with such holdbacks with respect to applications of funds (other than
applications to the repayment of Advances) as the Administrative Agent deems
desirable and (ii) on the next succeeding Payment Date (in any case other
than the case of the proceeds of an ABS Transaction or any significant sale,
transfer or other disposition designated as such by the Administrative Agent)
in accordance with the Flow of Funds. On the date of any such sale, transfer or
other disposition, the Borrower shall deliver to the Administrative Agent,
amended and restated copies of Schedule I, Schedule II,
and Schedule III hereto containing information that is correct
after giving effect to such sale, transfer or other disposition.


 


In addition, and notwithstanding any provision of the Servicing
Agreement, the Borrower agrees that it shall (1) cause each Borrower
Subsidiary to only sell, transfer or otherwise dispose of, directly or
indirectly, (a) any engine or part relating to an Aircraft (i) on
the date that such Aircraft is sold, transferred or otherwise disposed of, or (ii) in
connection with the replacement of such engine or part, and (b) an
Aircraft to the extent permitted under the related Lease or any other
Transaction Document, and (2) provide prior written notification of the
sale, transfer or disposition of any Aircraft to the Administrative Agent.


 


Notwithstanding the foregoing, an Aircraft that has suffered an Event
of Loss may be disposed of at the direction of an insurer that provided
insurance covering such Event of Loss and has paid into the Collection Account
all insurance proceeds to which the Collateral Agent, the Borrower and/or the
applicable Borrower Subsidiary are entitled to receive in connection with such
Event of Loss.


 


The provisions of this Section 10.8 shall not apply to or
prohibit any repurchase or purchase in accordance with the remedial provisions
of the AerCap-Borrower Purchase Agreement.


 


120

















 


SECTION 10.9  Extension,
Amendment or Replacement of Leases.


 


(a)                                  Except as provided by
this Section 10.9 (and in any case subject to the limitations of Section 10.7),
the Borrower shall not allow any Borrower Subsidiary to transfer, assign,
extend, amend, replace, or waive any term of, or otherwise modify any Lease, in
any way that may cause such Lease to no longer constitute an Eligible
Lease, or that would have a material adverse effect on the validity, perfection
or priority of the security interest of the Collateral Agent therein.


 


(b)                                 Upon the termination of
any Lease with respect to any Aircraft, the Borrower shall cause the applicable
Borrower Subsidiary to use its reasonable commercial efforts to renew such
Lease or lease such Aircraft to another Eligible Carrier pursuant to an
Eligible Lease and otherwise in compliance with the terms of the Servicing
Agreement. No such renewal or additional Lease shall be permitted if it would
constitute a Lessee Limitation Event.


 


(c)                                  Upon execution of any
renewal or replacement Lease, the Borrower or the applicable Borrower
Subsidiary shall deliver:


 


(i)                                     to
the Collateral Agent, and only if the Lease is with a Lessor organized under
the laws of a State (or the District of Columbia) within the United States
within the meaning of Article 9 of the UCC, the Chattel Paper Original of
such renewal or replacement Lease;


 


(ii)                                  to
the Collateral Agent, a Notice and Acknowledgment with respect to such Lease;


 


(iii)                               to
the Collateral Agent and the Administrative Agent, certificates of insurance
from qualified brokers of aircraft insurance or other evidence satisfactory to
the Administrative Agent, evidencing all insurance required to be maintained by
the applicable Obligor together with endorsements naming (i) the
Collateral Agent, for the benefit of the Administrative Agent and the Lenders,
as a “contract party” and listing the relevant Transaction Documents as “contracts”
for purposes of certificates incorporating Lloyd’s AVN67B endorsements or
similar language or as “loss payee” or as an “additional insured”, if
applicable and (ii) each of the Borrower, the Borrower Subsidiary that is
the owner, or lessor, of such Aircraft, the Collateral Agent and the
Administrative Agent, on behalf of the Lenders, as an additional insured;


 


(iv)                              to
the Administrative Agent, promptly and in any case within 15 days, a copy of
such Lease, and an amended and restated Schedule III hereto
incorporating all information required under such schedule with respect to
such renewed or replacement Lease; and


 


(v)                                 to
the Collateral Agent , with respect to any renewal or replacement Lease, copies
of such legal opinions with regard to compliance with the registration
requirements of the relevant jurisdiction, enforceability of such Lease and
such other matters customary for such transactions to the extent that receiving
such legal opinions is consistent with Leasing Company Practice.


 


121














 


(d)                               The Borrower shall, and shall cause each
applicable Borrower Subsidiary to, in each case, whether directly or through
the Servicer, commence the negotiation of any commitment for an Eligible Lease
or Leases in a manner consistent with the practices employed by the Servicer
with respect to its aircraft operating leasing services business generally and
in accordance with the terms of the Servicing Agreement.


 


SECTION 10.10  Acquisitions of Aircraft.  The Borrower shall not acquire, and shall not
cause or permit any Borrower Subsidiary to acquire any aircraft other than (i)
an Aircraft, or (ii)  from another
Borrower Subsidiary in connection with an ABS Transaction.


 


SECTION 10.11  Servicing Agreement.


 


(a)                                No Modifications.  The
Borrower shall not amend, terminate, restate, supplement or otherwise modify
any Service Provider Agreement in any respect without the consent of the
Administrative Agent, provided, that with respect to any amendment,
supplement or modification to be entered into for the purposes of adding
additional terms and conditions to any Service Provider Agreement or in order
to comply with applicable law, such consent may not be unreasonably withheld or
delayed.


 


(b)                               Service Provider Agreements.  The Borrower shall take all actions as are
necessary to be in compliance with the Service Provider Agreements and to cause
the applicable Service Provider to be in compliance with the applicable Service
Provider Agreement to which it is party.


 


(c)                                Fees.  The
Borrower shall not, and shall not cause or permit any Borrower Subsidiary to,
pay any management or other fee to AerCap or any Affiliate thereof other than
payment of Service Provider Fees to the extent contemplated by this Agreement
and the Service Provider Agreements.


 


(d)                               Breaches.  The Borrower
shall not commit or permit any material breach of any Service Provider
Agreement.


 


SECTION 10.12  Representations Regarding Operation.  The Borrower shall not, and shall not cause or
permit any Borrower Subsidiary to represent or hold out, or permit any
Applicable Carrier or Owner Trustee to represent or hold out, the Collateral
Agent, the Administrative Agent, any Funding Agent or any Lender as (i) the
owner or lessor of any Aircraft, (ii) carrying goods or passengers on any
Aircraft, or (iii) being in any way responsible for any operation of carriage
(whether for hire or reward or gratuitously) with respect to any Aircraft.


 


SECTION 10.13  Costs and Expenses.  The Borrower shall pay all of its and its
Subsidiaries’ reasonable costs and disbursements in connection with the
performance of its obligations hereunder and under the Transaction Documents.


 


SECTION 10.14  Compliance with Laws, Etc.  The Borrower will, and the Borrower will cause
each Borrower Subsidiary to, comply in all material respects with all
Requirements of Law (including, without limitation, any Environmental Law),
rules, regulations and orders and


 


122

















 


preserve and maintain its corporate existence,
rights, franchises, qualifications, and privileges except to the extent that
the failure so to comply with such laws, rules and regulations or the failure
so to preserve and maintain such existence, rights, franchises, qualifications,
and privileges would not materially adversely affect the Borrower Collateral,
the collectibility of the Leases or the ability of the Borrower, any Service
Provider or such Borrower Subsidiary to perform its obligations under the
Transaction Documents.


 


Without limiting the foregoing, the
Borrower shall, and shall cause the Aircraft Owning Entities and Owner
Participants 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 Aircraft (issued by
the applicable aviation authority and in the appropriate category for the
nature of operations of such Aircraft), except that (A) no certificate of
airworthiness will 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 Borrower and any
applicable Borrower Subsidiary will comply, and cause each of its subsidiaries
to comply, with all directions of such applicable aviation authority in
connection with such withdrawal or suspension), or (z) with respect to a Lessee
in any individual case, so long as the Servicer is enforcing, in accordance
with the Servicer Standard of Performance, the applicable provisions of the
Lease requiring the Lessee to cure such lapse and obtain a reinstatement of the
applicable lapsed certificate of airworthiness, (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 will be required to be maintained for any
Aircraft that is not the subject of a Lease, except to the extent required
under Requirements of Law.


 


Notwithstanding the foregoing, no breach
of this Section 10.14 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 Borrower or a Borrower Subsidiary of this Section 10.14)
(each, a “Third Party Event”); provided, that (i) neither the
Borrower nor any Borrower Subsidiary consents or has consented to such Third
Party Event; and (ii) the Borrower or Borrower Subsidiary which is the lessor
or owner (or beneficial 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 any
applicable Obligor or any other relevant Person to remedy such Third Party
Event or seeking to repossess the relevant Aircraft or engine.


 


SECTION 10.15  Environmental Compliance.  If the Borrower or any of the Borrower
Subsidiaries shall receive any letter, notice, complaint, order, directive,
claim or citation alleging that the Borrower, any Service Provider or any of
the Borrower Subsidiaries has violated any Environmental Law, has released any
Hazardous Material, or is liable for the costs of cleaning


 


123

















 


up, removing, remediating or responding to a
release of Hazardous Materials, the Borrower shall, and shall cause any such
Borrower Subsidiary to, within the time period permitted and to the extent
required by the applicable Environmental Law or the Government Entity
responsible for enforcing such Environmental Law, remove or remedy such
violation or release or satisfy such liability.


 


SECTION 10.16  Employee Benefit Plans; Employees.  None of the Borrower or any Borrower
Subsidiary shall have (i) any Employee Benefit Plan, any Multiemployer Plan or
any Pension Plan, or any obligation to fund any such plan, or (ii) any
employees other than as required by any provisions of local law, provided
that trustees and directors shall not be deemed to be employees for purposes of
this covenant.


 


SECTION 10.17  Change in Business.  The Borrower will not, nor will it permit or
cause any of the Borrower Subsidiaries to, alter its policies and procedures
relating to the operation of its aircraft leasing business in a manner which
would materially adversely affect the collectibility of a substantial portion
of the Leases or the ability of the Borrower to perform its obligations under
this Agreement or any Transaction Document, without the prior written consent
of the Administrative Agent.


 


SECTION 10.18  Notice of Adverse Claim or Loss.  The Borrower shall notify the Lenders, the
Collateral Agent, the Administrative Agent and each Funding Agent promptly, in
writing and in reasonable detail, (i) of any Adverse Claim known to it made or
asserted against any of the Borrower Collateral (other than Permitted Liens),
(ii) of the occurrence of any event (other than a change in general market
conditions) which would have a material adverse effect on the assignments and
security interests granted by the Borrower or AerCap under any Transaction
Document, and (iii) as soon as the Borrower or any Borrower Subsidiary becomes
aware, of any loss, theft, damage, or destruction to any Aircraft if the
potential cost of repair or replacement of such asset (without regard to any
insurance claim related thereto) may exceed $5,000,000.


 


SECTION 10.19  Reporting Requirements.


 


(a)                                The Borrower (through
itself or any applicable Service Provider) shall furnish, or cause to be
furnished, to the Administrative Agent and each Funding Agent (in multiple
copies, if requested by the Administrative Agent or any Funding Agent), and, in
the case of clauses (i) and (vi) below, to the Collateral Agent:


 


(i)                                   on
each Determination Date, a certificate in substantially the form of Exhibit
H to the Administrative Agent (the “Monthly Report”);


 


(ii)                                as
soon as available and in any event within 120 days after the end of each Fiscal
Year, a copy of the audited consolidated financial statements, prepared in
accordance with GAAP, for such year of each of the AerCap Group and the
Borrower and their respective consolidated Subsidiaries, certified by any firm
of nationally recognized independent certified public accountants acceptable to
the Administrative Agent, accompanied by a certificate of the officer in charge
of financial matters of


 


124

















 


AerCap Group, confirming that
AerCap Group is in compliance with the net worth requirement in Section
12.1(f) hereof;


 


(iii)                             as
soon as available and in any event within 75 days after the end of each of the
first three quarters of each Fiscal Year, with respect to (x) the AerCap Group
and (y) the Borrower and its consolidated Subsidiaries, unaudited consolidated
balance sheets as of the end of such quarter and as at the end of the previous
Fiscal Year, and consolidated statements of income for such quarter and for the
period commencing at the end of the previous Fiscal Year and ending with the
end of such quarter prepared in accordance with GAAP, certified by the officer
in charge of financial matters of the AerCap Group or the Borrower, as applicable,
identifying such balance sheets or statements as being the balance sheets or
statements of such Person described in this paragraph (iii) and stating that
the information set forth therein fairly presents the financial condition of
the AerCap Group or the Borrower, as applicable, and its consolidated
Subsidiaries as of and for the periods then ended, subject to year-end
adjustments consisting only of normal, recurring accruals and omissions of
footnotes and subject to the auditors’ year end report, and accompanied by a
certificate of the officer in charge of financial matters of AerCap Group
confirming that AerCap Group is in compliance with the net worth requirements
in Section 12.1(f) hereof;


 


(iv)                            promptly
after receipt thereof, a copy of any “management letter” received by the
Borrower from its certified public accountants and the management’s response
thereto;


 


(v)                               on
every third Determination Date following the Original Closing Date, the
Borrower shall deliver or cause to be delivered a Quarterly Report to the
Administrative Agent and each Funding Agent;


 


(vi)                            as
soon as possible and in any event within five (5) days after the occurrence of
a Default, an Event of Default, a Servicer Termination Event, an Early
Amortization Event, an event that would constitute a Servicer Termination Event
or Early Amortization Event but for the passage of time or the giving of notice
or both, a written statement of an officer in charge of financial matters of
the Borrower setting forth complete details of such Default, Event of Default,
Servicer Termination Event, Early Amortization Event or any such other event,
and the action, if any, which the Borrower has taken, is taking and proposes to
take with respect thereto;


 


(vii)                         promptly
after the Borrower obtains knowledge thereof, notice of any default under the
AerCap-Borrower Purchase Agreement or any Borrower Acquisition Document;


 


(viii)                      promptly after receipt
thereof, copies of all formal notices (other than an inconsequential notices)
received by the Borrower or the Servicer from the seller under the
AerCap-Borrower Purchase Agreement;


 


(ix)                              promptly,
from time to time, such other information, documents, Records or reports
respecting the Aircraft, the Leases, the Equity Interests of the


 


125

















 


Borrower Subsidiaries, the
Related Security or the condition or operations, financial or otherwise, of the
Borrower, the Borrower Subsidiaries or any of their respective Subsidiaries
which the Collateral Agent, the Administrative Agent or any Funding Agent may,
from time to time, reasonably request; and


 


(x)                                 prompt
written notice of the issuance by any court or governmental agency or authority
of any injunction, order, decision or other restraint prohibiting, or having the
effect of prohibiting, the making of the Advances hereunder, or invalidating,
or having the effect of invalidating, any provision of this Agreement, or any
other Transaction Document, or the initiation of any litigation or similar
proceeding seeking any such injunction, order, decision or other restraint, in
each case, of which it has knowledge.


 


(b)                               The Borrower shall provide each
Service Provider with any and all information reasonably necessary or
appropriate for such Service Provider in connection with its duties hereunder
and under the applicable Service Provider Agreements.


 


(c)                                The Administrative
Agent, the Funding Agents and the Lenders are hereby authorized to deliver a
copy of any such financial or other information delivered hereunder to the Lenders
(or any affiliate of any Lender) or to the Administrative Agent or any Funding
Agent, to any Government Entity having jurisdiction over any such Person
pursuant to any written request therefor or in the ordinary course of
examination of loan files, to any rating agency in connection with their
respective ratings of commercial paper issued by any Lender or to any other
Person who shall acquire or consider the assignment of, or acquisition of any
participation interest in, any Obligation permitted by this Agreement;
provided, that such Person agrees in writing to the confidentiality provisions
set forth in Section 17.15.


 


SECTION 10.20  Corporate Separateness.


 


(a)                                The Borrower shall at
all times maintain independent directors (which must constitute a majority of
all directors), each of which (i) does not have any direct financial interest
or any material indirect financial interest in AerCap, the Borrower, or in any
Affiliate of the Borrower, (ii) is not, and has not been, connected with
AerCap, the Borrower, or any Affiliate of the Borrower as an officer, employee,
promoter, underwriter, trustee, partner or Person performing similar functions
and is not a member of the immediate family of any such person and (iii) is
not, and has not been, a director, member or a trustee (other than as an
independent director, member or trustee for an Affiliate which is a special
purpose entity) or stockholder of AerCap, the Borrower, or any Affiliate of the
Borrower and is not a member of the immediate family of any such person. The
Borrower shall cause each Borrower Subsidiary (other than an Owner Trust) to at
all times maintain independent directors, members or trustees (which must
constitute a majority of all such positions), as applicable, each of which (i)
does not have any direct financial interest or any material indirect financial
interest in AerCap, the Borrower, or any Affiliate of the Borrower, (ii) is
not, and has not been, connected with AerCap, the Borrower, or any Affiliate of
the Borrower as an officer, employee, promoter, underwriter, trustee, partner
or Person performing similar functions and is not a member of the immediate
family of any such person and (iii) is not, and has not been, a director,
member or a trustee (other than as an independent director, member or trustee
for an Affiliate which is a special purpose


 


126

















 


entity) or stockholder of AerCap, the Borrower, or any
Affiliate of the Borrower and is not a member of the immediate family of any
such person.


 


(b)                               The Borrower shall not direct
or participate in the management of any other Person’s operations other than in
its capacity as owner of Equity Interests in the Borrower Subsidiaries, and
(except to the extent permitted under the Service Provider Agreements) no other
Person, other than the officers, trustees and owner of the Borrower, shall be
permitted to direct or participate in the management of the Borrower. The
Borrower shall cause each Borrower Subsidiary to (i) not direct or participate in
the management of any other Person’s operations other than in its capacity as
owner of Equity Interests in any other Borrower Subsidiaries and (ii) (except
to the extent permitted under the Service Provider Agreements) prevent any
other Person, other than the officers, trustees and owners of such Borrower
Subsidiary, from directing or participating in the management of such Borrower.


 


(c)                                [Reserved]


 


(d)                               The Borrower shall limit its
business and activities to (i) the acquisition and ownership of the Borrower
Subsidiaries and/or Aircraft, (ii) effectuating any Approved Restructuring,
(iii) the sale of the Borrower Subsidiaries and/or Aircraft as and when
permitted hereunder, (iv) entering into and performing under the Transaction
Documents, (v) entering into and performing under the documents relating to,
and taking other actions related to, any ABS Transaction or Lease, and (vi)
business incidental to such activities. The Borrower will be permitted to
guarantee the obligations under Leases of the Aircraft Owning Entities and the
Applicable Intermediaries. The Borrower shall cause each Borrower Subsidiary to
limit its business and activities to (i) the acquisition and ownership (or
beneficial ownership) and lease of the Aircraft and/or the ownership of other
Borrower Subsidiaries, (ii) the sale of the Aircraft as and when permitted
hereunder, (iii) entering into and performing under the Transaction Documents,
(iv) entering into and performing under the documents relating to, and taking
other actions related to, any ABS Transaction (including any Approved
Restructuring) or Lease, and (v) business incidental to such activities.


 


(e)                                The Borrower shall have
stationery and other business forms separate from that of any other Person. The
Borrower shall cause each Borrower Subsidiary to have stationery and other
business forms separate from that of any other Person.


 


(f)                                  The Borrower shall
ensure that, to the extent that it, or any Borrower Subsidiary, jointly
contracts with any of its equity holders or Affiliates to do business with
vendors or service providers or to share overhead expenses, the costs incurred
in so doing shall be allocated fairly among such entities and that each such
entity shall bear its fair share of such costs and shall ensure that, to the extent
that the Borrower, or any Borrower Subsidiary, contracts or does business with
vendors or service providers where the goods and services provided are
partially for the benefit of any other Person, the costs incurred in so doing
shall be fairly allocated to or among such entities for whose benefit the goods
and services are provided and that each such entity shall bear its fair share
of such costs.


 


(g)                               The Borrower shall at all times
provide for its own operating expenses and liabilities from its own funds,
shall not allow its funds to be diverted to any other Person or for


 


127

















 


any use other than the use of the Borrower and any Borrower
Subsidiary, and shall not, except as may be expressly permitted by the
Transaction Documents, allow its funds to be commingled with those of any other
Person other than any Borrower Subsidiary. The Borrower shall cause each
Borrower Subsidiary to at all times provide for its own operating expenses and
liabilities from its own funds, not allow its funds to be diverted to any other
Person or for other than the corporate use of such Borrower Subsidiary, and
shall not, except as may be expressly permitted by the Transaction Documents,
allow its funds to be commingled with those of any other Person, other than
with the Borrower and any other Borrower Subsidiary.


 


(h)                               Except as otherwise required to
effectuate an Approved Restructuring, the Borrower shall maintain its assets
and transactions separately from those of any other Person, and evidence such
assets and transactions by appropriate entries in books and records separate
and distinct from those of any other Person. Except as otherwise required to
effectuate an Approved Restructuring, the Borrower shall cause each Borrower Subsidiary
to maintain its assets and transactions separately from those of any other
Person and evidence such assets and transactions by appropriate entries in
books and records separate and distinct from those of any other Person.


 


(i)                                   The Borrower shall
ensure that all transactions between the Borrower and any of its Affiliates
shall be only on an arm’s-length basis (it being understood and agreed that the
foregoing shall not prohibit transfers by the Borrower of Equity Interest in
Aircraft Owning Entities to one or more newly formed Borrower Subsidiaries, or
any related transactions, in connection with any Approved Restructuring). The
Borrower shall cause each Borrower Subsidiary to ensure that all transactions
between such Borrower Subsidiary and any of its Affiliates shall be only on an
arm’s-length basis (it being understood and agreed that the foregoing shall not
prohibit transfers by the Borrower of Equity Interest in Aircraft Owning
Entities to one or more newly formed Borrower Subsidiaries, or any related
transactions, in connection with any Approved Restructuring).


 


(j)                                   The Borrower shall hold
itself out to the public under its own name as a legal entity separate and
distinct from any other Person, shall act solely in its own name and through
its own authorized officers and agents, and no Affiliate of the Borrower shall
be appointed to act as agent by the Borrower, except as may be expressly
permitted by any agreements of the Borrower.


 


(k)                                The Borrower shall not
hold itself out as having agreed to pay, or as being liable, primarily or
secondarily, for any obligations of any other Person other than it may guaranty
the obligations of a Borrower Subsidiary. The Borrower shall cause each
Borrower Subsidiary to not hold itself out as having agreed to pay, or as being
liable, primarily or secondarily, for any obligations of any other Person,
except as contemplated by the Transaction Documents.


 


(l)                                   Except as provided
herein, the Borrower shall not maintain, or allow any Borrower Subsidiary to
maintain, any joint account with any other Person.


 


(m)                             The Borrower shall not make any
payment or distribution of assets with respect to any obligation of any other
Person, except the Borrower Subsidiaries, or grant any Lien on any of its
assets to secure any obligation of any other Person. The Borrower shall not
allow any


 


128

















 


Borrower Subsidiary to make any payment or distribution of
assets with respect to any obligation of any other Person or grant any Lien on
any of its assets to secure any obligation of any other Person other than the
Obligations of the Borrower.


 


(n)                               The Borrower shall not make
loans, advances or otherwise extend credit to any other Person (provided that
the Borrower may guaranty obligations of its Subsidiaries), except on an arm’s-length
basis, and shall not permit any Affiliate of the Borrower to advance funds to
the Borrower or otherwise supply funds to, or guaranty debts of, the Borrower
(except Servicer Advances and advances under the AerCap Liquidity Facility to
fund Approved Asset Improvements, and advances under the AerCap Sub Notes), it
being understood and agreed that the foregoing shall not prohibit any loans or
advances made in connection with any Approved Restructuring or the repayment of
such loans and advances in connection with an ABS Transaction. The Borrower
shall not allow any Borrower Subsidiary to make loans, advances or otherwise
extend credit to any other Person, except on an arm’s-length basis, and shall
not permit any Affiliate of such Borrower Subsidiary, other than the Borrower,
to advance funds to such Borrower Subsidiary or otherwise supply funds to, or
guaranty debts of, such Borrower Subsidiary, it being understood and agreed
that the foregoing shall not prohibit any loans or advances made in connection
with any Approved Restructuring or the repayment of such loans and advances in
connection with an ABS Transaction.


 


(o)                               The Borrower shall hold regular
duly noticed meetings of the holders of its Equity Interests, no less than once
annually, and make and retain minutes of such meetings. The Borrower shall
cause each Borrower Subsidiary to hold regular duly noticed meetings of the
holders of its Equity Interests, no less than once annually, and make and
retain minutes of such meetings.


 


(p)                               The Borrower shall file its own
tax returns or, if it is a member of a consolidated group, will join in the
consolidated return of such group as a separate member thereof and shall ensure
that any financial reports required of the Borrower shall comply with GAAP and
shall be issued separately from, but may be consolidated with, any reports
prepared for any of its Affiliates. The Borrower shall cause each Borrower
Subsidiary to file its own tax returns or, if such Borrower Subsidiary is a
member of a consolidated group, will join in the consolidated return of such
group as a separate member thereof and shall ensure that any financial reports
required of such Borrower Subsidiary shall comply with GAAP and shall be issued
separately from, but may be consolidated with, any reports prepared for any of
its Affiliates.


 


(q)                               The Borrower shall maintain its
assets in such a manner that it will not be costly or difficult to segregate,
ascertain or identify its individual assets from those of any other Person. The
Borrower shall cause each Borrower Subsidiary to maintain its assets in such a
manner that it will not be costly or difficult to segregate, ascertain or
identify its individual assets from those of any other Person.


 


(r)                                  The Borrower shall
comply with and exercise its rights under all provisions of the Operating
Documents and Organizational Documents. The Borrower shall cause each Borrower
Subsidiary to comply with all provisions of its Operating Documents and
Organizational Documents.


 


129

















 


SECTION 10.21  Purchase Agreement.  The Borrower will not amend, waive or modify
any provision of the AerCap-Borrower Purchase Agreement (other than any such
amendment, waiver or modification which shall not affect, directly or
indirectly, the rights, benefits and privileges of the Borrower or any Lender
thereunder or the obligations and duties of AerCap thereunder) or waive the
occurrence of any default under the AerCap-Borrower Purchase Agreement, without
in each case the prior written consent of the Administrative Agent. The
Borrower will perform all of its obligations under the AerCap-Borrower Purchase
Agreement in all respects and will enforce all of its rights under the
AerCap-Borrower Purchase Agreement (including without limitation, its rights to
require a repurchase thereunder pursuant to Article 4.5 thereof), in accordance
with its terms in all respects.


 


SECTION 10.22  Limitation on Certain Restrictions on
Borrower Subsidiaries.  The Borrower
shall not, and shall not cause or permit any Borrower Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Borrower Subsidiary to (i)
pay dividends or make any other distributions on its Equity Interests owned by
the Borrower or any other Borrower Subsidiary or pay any Indebtedness owed to
the Borrower or any other Borrower Subsidiary, (ii) make loans or advances to
the Borrower or any other Borrower Subsidiary or (iii) transfer any of its
properties to the Borrower or any other Borrower Subsidiary, except for such
encumbrances or restrictions existing under or by reason of (x) a Requirement
of Law, (y) this Agreement or any other Transaction Documents or (z) any Lease
or any agreement regarding the sale of an Aircraft or a Borrower Subsidiary to
be made in compliance with Section 10.8 hereof.


 


SECTION 10.23  Mergers, Etc. 


 


Other than to the extent permitted by Section
10.8 hereof, the Borrower will not, and shall not cause or permit any
Borrower Subsidiary to, merge with or into or consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions), all or substantially all of its assets (whether
now owned or hereafter acquired) to, or acquire all or substantially all of the
assets or capital stock or other ownership interest of, or enter into any joint
venture or partnership agreement with, any Person.


 


SECTION 10.24  Distributions, Etc.  The Borrower will not declare or make any
dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any Equity Interests of the Borrower,
or return any capital to its equity holders as such, or purchase, retire,
defease, redeem or otherwise acquire for value or make any payment in respect
of any of the Equity Interests of the Borrower or any warrants, rights or
options to acquire any such Equity Interests, now or hereafter outstanding; provided,
however, that the Borrower may declare and pay cash or other dividends
on its Equity Interests to its equity holders from funds distributed to the
Borrower pursuant to the Flow of Funds so long as (a) no Event of Default shall
then exist or would occur as a result thereof, (b) such dividends are in
compliance with all applicable law, and (c) such dividends have been approved
by all necessary and appropriate entity action of the Borrower.


 


SECTION 10.25  Subsidiaries; Investments.  The Borrower shall not, and shall not cause or
permit any Borrower Subsidiary to, own, create or permit to exist any
Subsidiary (except for Borrower Subsidiaries in existence as of the Initial
Advance Date or Applicable Intermediaries


 


130

















 


created after the Initial Advance Date provided
that (i) such Applicable Intermediaries comply with all representations,
warranties and covenants hereunder regarding Borrower Subsidiaries and (ii) the
beneficial interests in such Applicable Intermediaries have been pledged under
the Security Trust Agreement), or otherwise purchase, own, invest in or
otherwise acquire, directly or indirectly, any stock or other securities, or
make or permit to exist any interest whatsoever in any other Person or permit
to exist any loans or advances to any Person (other than Permitted
Investments), other than loans to the Borrower or any Borrower Subsidiary.


 


SECTION 10.26  Guarantees.  The Borrower shall not, and shall cause each
Borrower Subsidiary not to, make, issue, or become liable on any Contingent
Liabilities, except (a) the Security Trust Agreement and the other Transaction
Documents, (b) guarantees of the Indebtedness allowed under Section 10.27,
(c) endorsement in the ordinary course of business of negotiable instruments
for deposit or collection and (d) in the case of the Borrower, guarantees of
the obligations of Aircraft Owning Entities and Applicable Intermediaries.


 


SECTION 10.27  Indebtedness.  The Borrower shall not, and shall cause each
Borrower Subsidiary not to, incur or maintain any Indebtedness, other than the
(a) the Obligations, (b) Indebtedness permitted under Section 10.25, (c)
Indebtedness among Borrower Group Members, (d) accounts payable in the ordinary
course of business so long as the payment therefor is due within one year, and
(e) Indebtedness to any member of the AerCap Group for the purpose of funding
the acquisition of Aircraft or Aircraft Owning Entities or Approved Asset
Improvements or for other purposes approved by the Administrative Agent; provided,
that such Indebtedness is evidenced by an AerCap Sub Note.


 


SECTION 10.28  Organizational Documents.  Except as otherwise required to effectuate an
Approved Restructuring, the Borrower shall not, and shall not cause or permit
any Borrower Subsidiary to, modify, amend, or alter any of its Organizational
Documents or its Operating Documents without the prior written consent of the
Administrative Agent.


 


SECTION 10.29  Audits; Inspections.  Until the date on which all Obligations are
paid in full, and in any case not more frequently than four (4) times per
calendar year (unless an Event of Default shall have occurred), each of the
Borrower and the Servicer will, and the Borrower will cause the Borrower
Subsidiaries to, at their respective expense from time to time during regular
business hours as requested by the Administrative Agent, permit such Person or
its agents or representatives (which shall not include independent public
accountants) (i) subject to any limitations in a Lease, to conduct periodic
inspections of the Aircraft, the Leases, the Related Security, the other
Aircraft Assets and the related books and records and collections systems of
the Borrower, the Servicer and any Borrower Subsidiary, as the case may be,
(ii) to examine and make copies of and abstracts from all books, records and
documents (including, without limitation, computer tapes and disks) in the
possession or under the control of the Borrower, the Servicer and any Borrower
Subsidiary, as the case may be, relating to the Aircraft, the Leases, the
Related Security and the other Aircraft Assets, and (iii) to visit the offices
and properties of the Borrower, the Servicer and any Borrower Subsidiary, as
the case may be, for the purpose of examining such materials described in clause
(ii) above, and to discuss matters relating to Aircraft, the Leases, the
Related Security, the other Aircraft Assets or the Borrower’s, the Servicer’s
or any Borrower Subsidiary’s performance under the Transaction Documents or


 


131

















 


under the Leases with any of the officers or
employees of the Borrower, the Servicer or any Borrower Subsidiary, as the case
may be, having knowledge of such matters. In addition, upon the request of the
Administrative Agent, no more than once per year (with such limitation
applicable only prior to the occurrence of an Event of Default), the Borrower
will, at its expense (not to exceed $50,000 in any calendar year prior to the
occurrence of an Event of Default, after which such expense limitation shall no
longer apply), appoint an agent or representative of the Administrative Agent,
including a consulting arm of an accounting firm of independent public
accountants (but otherwise not an independent public accountant), or utilize the
representatives or auditors of the Administrative Agent, to prepare and deliver
to the Administrative Agent, a written report with respect to the Aircraft and
the Leases (including, in each case, the systems, procedures and records
relating thereto) on a scope and in a form reasonably requested by the
Administrative Agent.


 


SECTION 10.30  Use of Proceeds; Margin Regulations.


 


(a)                                Use of Proceeds. The
proceeds of the Advances are to be used solely: (i) to repay the Original
Agreement Repayment Amount, (ii) to finance the purchase by the Borrower from
AerCap, on a “true sale” basis, of Equity Interests in Aircraft Owning Entities
and Owner Participants, pursuant to the AerCap-Borrower Purchase Agreement,
which interests AerCap has acquired from the applicable Sellers pursuant to the
related Aircraft Acquisition Documents (collectively, the “Borrower
Acquisition”), (iii) in the case of Improvement Advances, to finance a
reimbursement or otherwise in respect of Approved Asset Improvement Costs,  (iv) in the case of Critical Mass Event
Advances and Increased Availability Advances, to utilize availability arising
under this Agreement due to Critical Mass Advance Rate Adjustments or other
changes in Advance Rate Adjustments, (v) in the case of Initial Advances, to
pay certain expenses and (vi) in the case of Class B Advances, and in addition
to the foregoing, to fund the Liquidity Reserve Account to the Required
Liquidity Reserve Amount in connection with a related Borrower Acquisition.


 


(b)                               Margin Regulations. The
Borrower shall not permit the proceeds of any Advance to be used for any
purpose which entails a violation of, or is inconsistent with, Regulation T, U
or X of the Board of Governors of the Federal Reserve System of the United
States.


 


SECTION 10.31  Accounting; Irish Tax Residency. The
Borrower shall not, and shall not cause or permit any Borrower Subsidiary, to
(i) change its Fiscal Year, or have any fiscal year other than the Fiscal Year
or (ii) make or permit any change in accounting policies or reporting
practices, without the consent of the Administrative Agent, except changes that
are required by or in accordance with GAAP. In addition, the Borrower shall not
take any affirmative action which would cause it to no longer be tax resident
in Ireland.


 


SECTION 10.32  Hedging Policy; Currency Risks.


 


(a)                                The Borrower shall
maintain, as of and after the Closing Date, a hedging policy (“Hedging
Policy”) consistent with the criteria and provisions set forth on Exhibit
O hereto, and with any changes in such Hedging Policy to be made subject to
the provisions set forth on Exhibit O.


 


132

















 


(b)                               The Borrower further covenants
and agrees to implement and comply with its Hedging Policy as in effect from
time to time, by entering into Eligible Hedge Agreements with Eligible
Counterparties as necessary to so comply.


 


(c)                                The Borrower agrees that
it will not maintain Leases payable in Euros, with respect to Leases on
Aircraft that in the aggregate have an Allocable Advance Amount exceeding
$50,000,000.


 


SECTION 10.33   [Reserved].


 


SECTION 10.34   Insurance.


 


(a)                                The Borrower shall
maintain in full force and effect the Contingent Policy and shall maintain, and
shall cause the Insurance Servicer and each Borrower Subsidiary to, maintain or
cause to be maintained with respect to each Aircraft and all other Borrower
Collateral all other insurance required pursuant to the Servicing Agreement.


 


(b)                               Neither the Contingent Policy,
nor any policy implementing the Required Coverage Amount as described in
subsection (d) below, shall be amended without the prior written consent of the
Administrative Agent, which consent with respect to any amendment that does not
adversely affect the coverages or other terms or protections provided by the
Contingent Policy or such other policy, will not be unreasonably withheld or
delayed.


 


(c)                                The Borrower shall
deliver to the Administrative Agent copies of Lessee insurance certificates
evidencing the insurance coverages required under the applicable Lease, to the
extent not delivered at or prior to the related Additional Advance Date, as
soon as available (provided that the Servicer is undertaking efforts to obtain
the same from the Lessee, consistent with the Servicer Standard of Performance).


 


(d)                               The Borrower agrees that, to
the extent that it shall have obtained the Required Coverage Amount in respect
of a country to be included (or treated as if included) on the Approved Country
List, that it will maintain such Required Coverage Amount in effect for so long
as the Borrower’s Portfolio has exposure to such country.


 


SECTION 10.35  Anti-Terrorism Law; Anti-Money Laundering.
 The Borrower shall not, nor shall it
permit or cause any Borrower Subsidiary to:


 


(a)                                Anti-Terrorism Law.
Directly or indirectly, (i) knowingly conduct any business or engage in making
or receiving any contribution of funds, goods or services to or for the benefit
of any person described in Section 9.22, (ii) knowingly deal in, or
otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order or any other Anti-Terrorism
Law, or (iii) knowingly engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the
Borrower, the Aircraft Owning Entities and the Owner Participants shall, and
shall cause any Borrower Subsidiary to, deliver to the Lenders any
certification or other evidence requested from


 


133

















 


time to time by any Lender in its reasonable discretion,
confirming their compliance with this Section 10.35).


 


(b)                               Money Laundering.
Cause or permit any of the funds of any of them that are used to repay the
Advances to be derived from any unlawful activity with the result that the
making of the Advances would be in violation of any Requirement of Law.


 


SECTION 10.36  Embargoed Person. The Borrower shall
not, nor shall it permit or cause any Borrower Subsidiary to, cause or permit
(a) any of the funds or properties of any of them that are used to repay the
Advances to constitute property of, or be beneficially owned directly or
indirectly by, any person subject to sanctions or trade restrictions under
United States law (“Embargoed Person” or “Embargoed Persons”)
that is identified on (1) the “List of Specially Designated Nationals and
Blocked Persons” maintained by OFAC and/or on any other similar list maintained
by OFAC pursuant to any authorizing statute including, but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et  seq.,
The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive
Order or Requirement of Law promulgated thereunder, with the result that such
investment (whether directly or indirectly) is prohibited by a Requirement of
Law, or the Advances made by the Lenders would be in violation of a Requirement
of Law, or (2) the Executive Order, any related enabling legislation or any
other similar Executive Orders or (b) any Embargoed Person to have any direct
or indirect interest of any nature whatsoever in any of the Borrower or any
Borrower Subsidiary, with the result that such investment (whether directly or
indirectly) is prohibited by a Requirement of Law or the Advances are in
violation of a Requirement of Law.


 


SECTION 10.37  ANA Additional Covenants. (i) The
Borrower and the Servicer shall cause Opal to cause Tateha to convey title to
the ANA Aircraft to Opal under the terms of the Tateha Sale and Conditional
Repurchase Agreement on the Original Scheduled Expiry Date (as defined in the
Tombo Sublease, and not giving effect to any extension thereof), and (ii) the
Borrower shall not permit the term of either the Tombo Sublease or the ANA
Sublease to be extended beyond such date, except that in the case of clause (i)
or clause (ii) the Borrower and the Servicer shall not be so obligated if they
shall have obtained the prior written consent of the Administrative Agent, which
consent shall not be unreasonably withheld, except that no such consent shall
be required if on the Original Scheduled Expiry Date (not giving effect to any
extension thereof) Tateha holds no assets other than title to the ANA Aircraft.
Neither the Borrower nor any Service Provider shall, nor shall the Borrower
allow any Borrower Subsidiary to, convey title to any aircraft or any other
asset to Tateha on or after the date hereof.


 


SECTION 10.38  ABS Asset Purchase Agreement. The
Servicer shall take all actions necessary under any ABS Asset Purchase
Agreement in order to cause each related ABS Subject Aircraft to be transferred
to the related ABS Issuer as promptly as possible on or after the closing date
with respect to such ABS Asset Purchase Agreement.


 


134

















 


ARTICLE XI


 


THE SERVICE PROVIDERS


 


SECTION 11.1  [Reserved]


 


SECTION 11.2  Service Providers Not to Resign. No
Service Provider shall resign from the obligations and duties imposed on it by
this Agreement or the applicable Service Provider Agreements to which it is a
party, except upon a determination that, by reason of a change in legal
requirements, the performance of its duties under this Agreement or the
applicable Service Provider Agreements, as the case may be, would cause it to
be in violation of such legal requirements in a manner which would result in a
material adverse effect on such Service Provider, and the Administrative Agent
does not elect to waive the obligations of the Service Provider to perform the
duties which render it legally unable to act or to delegate those duties to
another Person. Any such determination permitting the resignation of the
Service Provider shall be evidenced by an Opinion of Counsel to such effect
delivered and acceptable to the Administrative Agent. No resignation of a
Service Provider shall become effective until an entity acceptable to the
Administrative Agent shall have assumed the responsibilities and obligations of
such Service Provider.


 


ARTICLE XII


 


SERVICE PROVIDER TERMINATION EVENTS


 


SECTION 12.1  Servicer Termination Event. For
purposes of this Agreement, each of the following shall constitute a “Servicer
Termination Event”:


 


(a)                                (i) Any failure by any
Service Provider to make any deposit of funds to the Security Deposit Account,
the Maintenance Reserve Account, or the Collection Account required to be made
by the applicable Service Provider by the later of (A) ten (10) Business Days
after such deposit is required under this Agreement or any other Credit Document;
or (B) if such funds were not identifiable, when received, as being a payment
related to an Aircraft Owned by a Borrower Group Member, ten (10) Business Days
after the applicable Service Provider has determined that such funds were a
payment related to an Aircraft Owned by a Borrower Group Member or (ii) any
failure by the Servicer to (x) deliver a Quarterly Report within ten (10)
Business Days after the due date thereof or (y) deliver a Monthly Report within
two (2) Business Days after the due date thereof;


 


(b)                               Failure on the part of (i) the
Insurance Servicer to maintain the insurance required by Section 10.34
hereof or (ii) any Service Provider, to duly to observe or perform any
covenants or agreements of such Service Provider set forth in this Agreement or
the applicable Service Provider Agreement (other than those described in clause
(a) above), or any other Transaction Document on its part to be performed or
observed and any such failure shall remain unremedied for thirty (30) days;


 


135

















 


(c)                                Any representation,
warranty or statement of any Service Provider made in this Agreement or the
applicable Service Provider Agreement, or any certificate, report or other
writing delivered pursuant hereto or thereto shall prove to be untrue or
incorrect in any material and adverse respect as of the time when the same
shall have been made;


 


(d)                               The Servicer shall cease to be
otherwise engaged (i.e., not
solely due to the transactions financed hereby) in the aircraft leasing
business;


 


(e)                                An Event of Bankruptcy
shall have occurred with respect to any Service Provider or the Supporting
Party;


 


(f)                                  AerCap
Group shall fail to maintain a consolidated net worth calculated in accordance
with GAAP equal to at least $100,000,000, or any Service Provider shall cease
to be a direct or indirect Subsidiary of AerCap Holdings N.V. (or the successor
parent entity described in the succeeding proviso in this sentence), provided,
that to the extent that AerCap Holdings N.V. is succeeded as the parent entity
of AerCap Group and such successor entity issues a replacement supporting
obligation, equivalent in form and substance, to both the Indemnification
Agreement and the Purchase Agreement Guaranty, then the aforementioned consolidated
net worth test will thereafter apply to such successor parent entity and its
consolidated subsidiaries;


 


(g)                               the Servicer shall have been
terminated (1) for cause (whether automatically or by the actions of any Person
with the right to cause such termination) in its comparable capacity as a
manager, servicer, administrative agent, insurance servicer, cash manager (or
any similar capacity) with respect to any transaction involving both (X) a
portfolio of aircraft and/or aircraft leases and (Y) Indebtedness secured by
such portfolio in an amount which shall then exceed $50,000,000; or


 


(h)                               (i) The Indemnification
Agreement shall, in whole or in part, terminate, cease to be effective or cease
to be the legally valid, binding and enforceable obligation of the Supporting
Party; or (ii) the Supporting Party shall, directly or indirectly, contest in
writing the effectiveness, validity, binding nature or enforceability of the
Indemnification Agreement, or (iii) the Supporting Party shall default in the performance
of its obligations under the Indemnification Agreement.


 


SECTION 12.2  Consequences of a Servicer Termination
Event. If a Servicer Termination Event shall occur and be continuing, the
Administrative Agent, by written notice given to any Service Provider, may
terminate all of the rights and obligations of any one or more individual
Service Providers, or all the Service Providers, under this Agreement and the
Service Provider Agreements. On such date as is indicated in such written
notice, or in a subsequent written notice given by the Administrative Agent to
the applicable Service Providers, all authority, power, obligations and
responsibilities of such Service Providers under this Agreement and the
applicable Service Provider Agreements, automatically shall terminate and shall
pass to, be vested in and become obligations and responsibilities of a
successor Service Provider selected in accordance with Section 12.3; provided,
however, that the successor Service Provider shall have no liability
with respect to any obligation which was required to be performed by the prior
Service Provider prior to the date that the successor Service Provider becomes
the Service Provider or any claim of a third party based on any alleged action
or


 


136

















 


inaction of the prior Service Provider. The
successor Service Provider is authorized and empowered by this Agreement to
execute and deliver, on behalf of the prior Service Provider, as
attorney-in-fact or otherwise, any and all documents and other instruments and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination. The prior Service Provider agrees
to cooperate with the successor Service Provider in effecting the termination
of the responsibilities and rights of the prior Service Provider under this
Agreement and the applicable Service Provider Agreement, including, without
limitation and at the prior Service Provider’s expense, in the case of the
removal of the Cash Manager, to transfer to the successor Service Provider for
administration by it of all cash amounts that shall at the time be held by the
Cash Manager in trust for the Borrower, or have been deposited by any prior
Service Provider, in the Security Deposit Account, the Maintenance Reserve
Account, the Liquidity Reserve Account, any Non-Trustee Account and/or the
Collection Account or thereafter received with respect to any Collections and
the delivery to the successor Service Provider of all Records and computer data
in readable form containing all information necessary to enable the successor
Service Provider to perform its services under the applicable Service Provider
Agreement including, with respect to the replacement of the Servicer, to service
the Leases and the Aircraft and manage the interests of the Borrower, the
Aircraft Owning Entities and the Owner Participants and otherwise assume the
rights and obligations of the prior Service Provider under this Agreement and
the applicable Service Provider Agreement; provided, however,
that the prior Service Provider may retain copies of any items so delivered;
and, provided  further that the prior Service Provider shall not
be liable for any acts, omissions or obligations of any successor Service Provider.
If requested by the Administrative Agent, in the event the Servicer is replaced
it shall, and if the prior Servicer fails to, the successor Servicer or the
Collateral Agent may, notify the Obligors and direct them to make all payments
under the Leases directly to (x) the successor Servicer (in which event the
successor Servicer shall process such payments in accordance with Section
8.1), or (y) to a lockbox established by the successor Servicer at the
direction of the Administrative Agent, at the prior Servicer’s expense. The
terminated Service Provider shall grant the Collateral Agent, the
Administrative Agent, each Funding Agent and the successor Service Provider
reasonable access within one (1) Business Day’s notice to the terminated
Service Provider’s premises at the terminated Service Provider’s expense.


 


SECTION 12.3  Appointment of Successor Service Provider;
New Service Provider Agreement.


 


(a)                                On and after the time a
Service Provider receives a notice of termination pursuant to Section 12.2
or Section 13.2(c), the Administrative Agent shall appoint any Eligible
Service Provider as a successor Service Provider for such services, and shall
have no liability to the Funding Agents, the Lenders, the Borrower, the
Aircraft Owning Entities, the Owner Participants or AerCap in doing so, to be
the successor in all respects to the terminated Service Provider in its
capacity as service provider under this Agreement and the applicable Service
Provider Agreement and the transactions set forth or provided for in this
Agreement and the applicable Service Provider Agreement, and such successor
Service Provider shall be subject to all the responsibilities, restrictions,
duties, liabilities and termination provisions relating thereto placed on the
prior applicable Service Provider by the terms and provisions of this Agreement
and the applicable Service Provider Agreement; provided, however,
that such successor Service


 


137

















 


Provider shall not be liable for any acts, omissions or
obligations of the applicable Service Provider prior to such succession or for
any breach by such prior Service Provider of any of its representations and
warranties contained in this Agreement or the applicable Service Provider
Agreement or in any related document or agreement. Such successor shall take
such action, consistent with this Agreement, and the applicable Service
Provider Agreement, as shall be necessary to effectuate any such succession.
The Borrower, the Aircraft Owning Entities and the Owner Participants shall
enter into a market standard servicing agreement (or administrative agency
agreement or cash management agreement, as applicable) with any successor
Service Provider with market acceptance for the servicing of a portfolio of aircraft
and aircraft leases in form and substance satisfactory to the Administrative
Agent. If a successor Service Provider is acting as Service Provider hereunder,
it shall be subject to termination under Section 12.2 or Section
13.2(c) hereof.


 


(b)                               If any successor Service
Provider appointed by the Administrative Agent shall be legally unable to act
as a Service Provider and the Administrative Agent shall not have appointed a
successor Service Provider that is legally able and willing to act as Service Provider,
such successor Service Provider may petition a court of competent jurisdiction
to appoint any Eligible Servicer as its successor. Pending such appointment,
the outgoing Service Provider shall continue to act as Service Provider under
the applicable Service Provider Agreement until a successor has been appointed
and accepted such appointment.


 


(c)                                Any successor Service
Provider shall be entitled to such compensation as the outgoing Service
Provider would have been entitled to under the applicable Service Provider
Agreement if the applicable Service Provider had not resigned or been
terminated hereunder. If any successor Service Provider is appointed for any
reason, the Administrative Agent and such successor Service Provider may agree
on additional compensation to be paid to such successor Service Provider. In
addition, any successor Service Provider shall be entitled to reasonable
transition expenses incurred in acting as successor Servicer Provider under the
relevant Service Provider Agreement.


 


(d)                               In the event of the termination
of the rights and obligations of the a Service Provider (or any successor
thereto) pursuant to Section 12.2 or Section 13.2(c), or a
resignation by a Service Provider pursuant to this Agreement or the relevant
Service Provider Agreement, such Service Provider shall be deemed to be the
applicable Service Provider pending appointment of a successor Service Provider
pursuant to this Section 12.3.


 


ARTICLE XIII


 


EVENTS OF DEFAULT


 


SECTION 13.1 Events of Default.
Each of the following shall constitute an event of default (an “Event of
Default”) under this Agreement:


 


(a)                                (i) Default by the
Borrower in the payment of any principal of any Advance on the Stated Maturity
Date, (ii) default by the Borrower in the payment within three (3) Business
Days after the due date of any Yield on any Class A Advance (or Class B Advance
if no Class A Advances remain outstanding) or any commitment Fees payable to a
Lender or Funding Agent


 


138

















 


(including in each case, without limitation, due to the
unavailability of funds to be distributed for such purpose on any Payment Date
pursuant to the Flow of Funds); (iii) default by the Borrower in the payment
within ten (10) Business Days after the due date of any Collateral Agent Fees
and Expenses (including, without limitation, due to the unavailability of funds
to be distributed for such purpose on any Payment Date pursuant to the Flow of
Funds), or (iv) any failure by the Borrower to, or cause the Servicer to, make
any deposit of funds to the Security Deposit Account, the Maintenance Reserve
Account, the Liquidity Reserve Account or the Collection Account within three
Business Days after receipt of notice thereof, provided, that such three
Business Days after notice grace period shall not apply to any such failure
relating to the Liquidity Reserve Account;


 


(b)                               The Borrower, AerCap (other
than in its capacity as the Servicer under this Agreement or the Servicing
Agreement), or any Borrower Subsidiary shall fail to perform or observe any
other term, covenant or agreement contained in this Agreement (other than those
described in clause (a) above), or any other Credit Document on its part to be
performed or observed and any such failure shall remain unremedied for thirty
(30) days after the earlier of (i) the receipt by the Borrower of notice of
such failure from the Administrative Agent, and (ii) the Borrower’s acquiring
actual knowledge of such breach;


 


(c)                                Any representation or
warranty of the Borrower, AerCap (other than in its capacity as the Servicer
under this Agreement or the Servicing Agreement), or any Borrower Subsidiary
(other than any representation or warranty of AerCap under the AerCap-Borrower
Purchase Agreement the breach of which can be, and has been, cured by an
indemnification payment under the AerCap—Borrower Purchase Agreement or under
the Purchase Agreement Guaranty) made or deemed to have been made hereunder or
in any other Credit Document or any written information or certificate furnished
by or on behalf of the Borrower, AerCap, or any Borrower Subsidiary (other than
any written information or certificate of AerCap furnished pursuant to the
AerCap—Borrower Purchase Agreement the incorrectness of which can be, and has
been, cured by an indemnification payment under the AerCap—Borrower Purchase
Agreement or under the Purchase Agreement Guaranty) to the Collateral Agent,
the Administrative Agent, any Lender or any Funding Agent for purposes of or in
connection with this Agreement or any other Credit Document (including, without
limitation, any certificates delivered pursuant to Article VII and any
Quarterly Report or Monthly Report) shall prove to have been incorrect or
untrue in any material respect when made, and, within thirty (30) days, the
circumstances or condition in respect of which such representation, warranty or
statement was untrue or incorrect (if capable of elimination or otherwise
curable) shall not have been eliminated or otherwise cured;


 


(d)                               An Event of Bankruptcy shall have
occurred and remained continuing with respect to the Borrower or the Supporting
Party;


 


(e)                                One or more judgments,
orders or decrees for the payment of money in an aggregate amount in excess of
$5,000,000 shall be rendered against the Borrower or any Borrower Subsidiary
and the same shall remain undischarged, unvacated or not Effectively Bonded for
a period of thirty (30) consecutive days during which execution shall not be


 


139

















 


effectively stayed, or any action shall be legally taken by a
judgment creditor to levy upon properties of the Borrower or any Borrower
Subsidiary to enforce any such judgment;


 


(f)                                  The Pension Benefit
Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA
with regard to any of the assets of the Borrower and such lien shall not have
been released within thirty (30) days;


 


(g)                               (i) Any Credit Document shall
(except in accordance with its terms, including under any termination rights),
in whole or in part, terminate, cease to be effective or cease to be the
legally valid, binding and enforceable obligation of the Borrower or any
Borrower Subsidiary or the Supporting Party, as applicable; (ii) the Borrower,
any Borrower Subsidiary, the Supporting Party shall, directly or indirectly,
contest in writing the effectiveness, validity, binding nature or
enforceability of any Credit Document; or (iii) any assignment or security
interest granted by the Borrower or any Borrower Subsidiary under or in
connection with any Credit Document or any of the transactions contemplated
thereby shall, in whole or in part, cease to be a perfected, first priority
assignment or security interest, as the case may be, against the Borrower or
such Borrower Subsidiary or the Collateral Agent shall otherwise fail to have a
first priority, perfected security interest in any Borrower Collateral;


 


(h)                               Any Hedge Agreement is
terminated by the counterparty thereunder on account of a default thereunder by
the Borrower;


 


(i)                                   Failure of the Borrower
(or any Borrower Subsidiary, so long as it is an owner of Funded Aircraft) to
maintain its legal existence;


 


(j)                                   The Borrower is required
to register as an investment company under the Investment Company Act of 1940;
or


 


(k)                                The Supporting Party shall
have defaulted on its obligations under the Purchase Agreement Guaranty.


 


SECTION 13.2  Effect of Event of Default.


 


(a)                                Optional Termination.
Upon the occurrence of an Event of Default and so long as such Event of Default
continues unremedied (other than an Event of Default described in Section
13.1(d), the Administrative Agent shall, upon the direction of the Class A
Majority Lenders, give a default notice and declare the Facility Termination
Date to have occurred. The Class B Majority Lenders shall have the right to
direct the Administrative Agent to so accelerate the Advances when the Class A
Advances, and all Obligations related thereto, are paid in full.


 


(b)                               Automatic Termination.
Upon the occurrence of an Event of Default described in Section 13.1(d),
the Facility Termination Date shall be deemed to have occurred automatically.


 


(c)                                Service Provider
Termination. Upon the occurrence of an Event of Default and so long as
such Event of Default continues unremedied, if any member of the AerCap Group
or any Affiliate of the Borrower is then serving as a Service Provider, the
Administrative Agent may, by written notice to such Service Provider, terminate
all of the Service Provider’s rights


 


140

















 


and obligations as Service Provider under the
applicable Service Provider Agreement, and the Administrative Agent may appoint
a successor Service Provider in accordance with Section 12.3 (such
termination to be effective as specified in this Agreement).


 


SECTION 13.3  Rights Upon the Facility Termination Date.


 


(a)                                Remedies. On
the Facility Termination Date, all outstanding Advances under this Agreement,
together with accrued Yield, and all other Obligations under this Agreement
shall become immediately due and payable, without presentment, demand, protest,
or notice of any kind. If the Borrower fails to pay in full all such accrued
Yield, and all other Obligations on the Facility Termination Date, the
Administrative Agent, shall, upon the direction of the Class A Majority Lenders
(and subject to Section 13.3(c)), exercise any of the following remedies
(or direct the Collateral Agent in writing so to exercise):


 


(i)                                   [Reserved].


 


(ii)                                Subject
to any Obligors’ rights under the Leases, immediately sell or otherwise dispose
of the Borrower Collateral in a commercially reasonable manner, in a recognized
market (if one exists) at such price or prices as the Administrative Agent, in
consultation with the Class A Funding Agents, may reasonably deem satisfactory
and apply the proceeds thereof to the Obligations in the order of priority set
forth in the Flow of Funds hereof.


 


(iii)                             The
parties recognize that it may not be possible to purchase or sell all of the
Borrower Collateral on a particular Business Day, or in a transaction with the
same purchaser, or in the same manner because the market therefor may not be
liquid. Accordingly, the Administrative Agent, in consultation with the Class A
Funding Agents, may elect, in its sole discretion or at the discretion of any
Funding Agent, the time and manner of liquidating any item of Borrower
Collateral and nothing contained herein shall (A) obligate the Collateral Agent
to liquidate any Borrower Collateral on the occurrence of the Facility
Termination Date or to liquidate all of the Borrower Collateral in the same
manner or on the same Business Day or (B) constitute a waiver of any right or
remedy of the Lenders.


 


(iv)                            The
Administrative Agent, the Funding Agents and the Lenders shall have, in
addition to all the rights and remedies provided herein and provided by
applicable federal, state, foreign, and local laws (including, without
limitation, the rights and remedies of a secured party under the Uniform
Commercial Code of any applicable state, to the extent that the Uniform Commercial
Code is applicable, and the right to offset any mutual debt and claim), all
rights and remedies available to the Lenders in law, in equity, or under any
other agreement between the Lenders and the Borrower.


 


(b)                               Excess Proceeds. Any
amounts received from any sale or liquidation of the  Borrower Collateral pursuant to this Section
13.3 in excess of the Obligations will be returned to the Borrower, its
successors or assigns, or to whosoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may otherwise direct.


 


141

















 


(c)                                AerCap Sub Note Buyout.
Prior to any sale or liquidation or other exercise of remedies against or in
respect of the Borrower Collateral pursuant to this Section 13.3, the
holder(s) of any AerCap Sub Note(s) may elect to purchase all, but not less
than all, of the entire outstanding principal balance of the Advances, at a
purchase price equal to the unpaid principal balance of such Advances, plus
accrued interest thereon, together with any fees, indemnity amounts or other
amounts owed the Lenders hereunder (and not including any amount in respect of
expected but lost future benefit or profit). Such right shall be exercised by
such holder(s) giving the Administrative Agent written notice of the intent to
purchase such Advances within twenty (20) Business Days of the date that the
Facility Termination Date has occurred or been declared, and the date on which
such purchase is to be consummated, which shall be not more than ten (10)
Business Days after delivery of such written notice. None of the Collateral
Agent, the Administrative Agent nor any Lender may sell, liquidate or otherwise
exercise remedies against or in respect of the Borrower Collateral prior to the
end of such twenty and (if applicable) ten Business Day period.


 


The Administrative Agent shall
promptly deliver a copy of each such purchase option notice that is timely
given, to the Lenders and each Funding Agent. On the date specified in the
purchase option notice, the Lenders shall transfer, by an instrument of
assignment suitable for such purpose, all of their right, title and interest in
and to such Advances and any related Note, upon the tender to them of the
purchase price specified above. If the applicable holder(s) of the AerCap Sub
Note(s) fail to consummate the purchase of such Advances after giving a notice
of intent, or fails to timely give a notice of intent, such holder(s) shall be
deemed to have irrevocably waived the right to purchase such Advances.


 


(d)                               Buyout Rights of
Subordinate Lenders. At any time after the
occurrence of and during the continuation of an Event of Default, but in no
event prior to the end of the twenty and (if applicable) ten Business Day
period described in subsection (c) of this Section above, each Class B Lender
shall have the right to purchase all, but not less than all, of the outstanding
Class A Advances upon ten days’ written notice to the Administrative Agent, the
Collateral Agent and each other Class B Lender, provided that (A) if prior to the end of such ten-day period
any other Class B Lender notifies such purchasing Class B Lender that such
other Class B Lender wants to participate in such purchase, then such other
Class B Lender may join with the purchasing Class B Lender to purchase all, but
not less than all, of the Class A Advances pro rata based on the respective
Class B Lenders’ proportionate share of all Class B Advances outstanding, and
(B) if prior to the end of such ten-day period any other Class B Lender fails
to notify the purchasing Class B Lender of such other Class B Lender’s desire
to participate in such a purchase, then such other Class B Lender shall lose
its right to purchase the Class A Advances pursuant to this Section 13.03(d).


 


The purchase price with respect to the
Class A Advances shall be equal to their outstanding unpaid principal balance,
together with accrued and unpaid interest thereon to the date of such purchase,
without premium, but including any other amounts then due and payable to the
Class A Lenders under this Agreement; provided
that no such purchase of Class A Advances shall be effective unless the
purchaser(s) shall certify to the Administrative Agent that contemporaneously
with such purchase, such purchaser(s) is purchasing, pursuant to the terms of


 


142

















 


this Agreement, the outstanding Advances which
are senior to the Advances held by such purchaser(s). Each payment of the
purchase price of the Class A Advances referred to in the first sentence hereof
shall be made to an account or accounts designated by the Administrative Agent
and each such purchase shall be subject to the terms of this Section 13.3(d). Each
Class A Lender agrees by its acceptance of its Class A Advances that it will,
upon payment from such Class B Lender(s) of the purchase price set forth in the
first sentence of this paragraph, forthwith sell, assign, transfer and convey
to the purchaser(s) thereof (without recourse, representation or warranty of
any kind except for its own acts), all of the right, title, interest and
obligation of such Class A Lender under this Agreement but, excluding all
right, title and interest under the foregoing to the extent such right, title
or interest is with respect to an obligation not then due and payable as
respects any action or Inaction or state of affairs occurring prior to such
sale) and the purchaser shall assume all of such Class A Lender obligations
under this Agreement. The Class A Advances will be deemed to be purchased on
the date payment of the purchase price is made notwithstanding the failure of
the Class A Lenders to deliver any Note and, upon such a purchase, the only
right of the Class A Lenders will be to receive the purchase price for such
Class A Advances. All charges and expenses in connection with the purchase of
any Class A Advances shall be borne by the purchaser thereof.


 


ARTICLE XIV


 


THE ADMINISTRATIVE AGENT


 


SECTION 14.1  Authorization and Action. Each of the
Lenders and the Funding Agents hereby appoints UBSS as agent for purposes of
the Transaction Documents and authorizes UBSS, in such capacity, to take such
action on its behalf under each Transaction Document and to exercise such
powers, hereunder and thereunder as are delegated to the Administrative Agent
by the terms hereof and thereof, together with such powers as are reasonably
incidental thereto.


 


SECTION 14.2  Exculpation. Neither the Administrative
Agent (acting in such capacity under the Transaction Documents) nor any of its
directors, officers, agents or employees shall be liable to any Lender or
Funding Agent for any action taken or omitted to be taken by it or them under
or in connection with the Transaction Documents, except for its or their own
gross negligence or willful misconduct. Without limiting the generality of the
foregoing, the Administrative Agent:  (a)
may consult with legal counsel (including counsel for the Borrower and the
Service Providers), independent certified public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (b) makes no warranty or representation to any Lender
or Funding Agent, and shall not be responsible to any Lender or Funding Agent,
for any statements, warranties or representations made by the Borrower or
Service Providers, in or in connection with any Transaction Document; (c) shall
not have any duty to ascertain or to inquire as to the performance or observance
of any of the terms, covenants or conditions of any Transaction Document on the
part of AerCap, the Borrower, any Service Provider or any of their respective
Affiliates or to inspect the property (including the books and records) of
AerCap, the Borrower, any Service Provider or any of their respective
Affiliates; 


 


143

















 


(d) shall not be responsible to any Lender or
Funding Agent for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any Note, any other
Transaction Document or any other instrument or document provided for herein or
delivered or to be delivered hereunder or in connection herewith; and (e) shall
incur no liability under or in respect of any Transaction Document by acting
upon any notice (including notice by telephone), consent, certificate or other
instrument or writing (which may be by telex or facsimile transmission)
believed by it to be genuine and signed or sent by the proper party or parties.


 


SECTION 14.3  Administrative Agent and Affiliates.
The Administrative Agent, including, but not limited to, UBSS and any of its
Affiliates may generally engage in any kind of business with AerCap, the
Borrower, the Service Providers, any Obligor, any of their respective
Affiliates and any Person who may do business with or own securities of AerCap,
the Borrower, the Service Providers, any Obligor or any of their respective
Affiliates, all as if the Administrative Agent were not the Administrative
Agent hereunder and without any duty to account therefor to any Lender or
Funding Agent.


 


SECTION 14.4  Lender’s Credit Decision. Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent, any of its Affiliates or any other Lender and based on
such documents and information as it has deemed appropriate, made its own
evaluation and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative
Agent, any of its Affiliates or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own decisions in taking or not taking action under this Agreement.


 


SECTION 14.5  Certain Matters Affecting the
Administrative Agent.


 


(a)                                The Administrative Agent
may rely and shall be protected in acting or refraining from acting upon any
resolution, officer’s certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties.


 


(b)                               The Administrative Agent may
consult with counsel, and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by the Administrative Agent under this Agreement in good faith and in
accordance with such Opinion of Counsel.


 


(c)                                Notwithstanding anything
to the contrary, the Administrative Agent shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or in relation
to this Agreement, at the request, order or direction of any Funding Agent or
Lender pursuant to the provisions of this Agreement unless such Funding Agent
or Lender shall have furnished to the Administrative Agent security or
indemnity satisfactory to the Administrative Agent against the costs, expenses
and liabilities that may be incurred therein or thereby.


 


144

















 


(d)                               The Administrative Agent shall
not be bound to make any investigation into the facts of matters stated in any
resolution, certificate, statement, instrument opinion, report, notice,
request, consent, order, approval, bond or other paper or documents, unless
requested in writing to do so by the Class Majority Lenders; provided, however,
that if the payment within a reasonable time to the Administrative Agent of the
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Administrative Agent, not
reasonably assured to the Administrative Agent by the security afforded to it
by the terms of this Agreement, the Administrative Agent may require indemnity
satisfactory to it against such cost, expense or liability as a condition to so
proceeding; the reasonable expense of every such examination shall be paid by
the Person making such request or, if paid by the Administrative Agent, shall
be reimbursed by the Person making such request upon demand.


 


(e)                                The Administrative Agent
may execute any of the trusts or powers under this Agreement or any other
Transaction Document or perform any duties under this Agreement or any other
Transaction Document either directly or by or through agents or attorneys or
custodians. The Administrative Agent shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by the Administrative Agent. The Administrative Agent shall not be
responsible for any misconduct or negligence attributable to the acts or
omissions of any Service Provider.


 


(f)                                  The Administrative Agent
may rely, as to factual matters relating to any Service Provider, on an officer’s
certificate of the applicable Service Provider.


 


(g)                               The Administrative Agent shall
not be required to take any action or refrain from taking any action under this
Agreement, or any Transaction Document referred to herein, nor shall any
provision of this Agreement or any such Transaction Document be deemed to
impose a duty on the Administrative Agent to take action, if the Administrative
Agent shall have been advised by counsel that such action is contrary to the
terms of this Agreement or any Transaction Document or is contrary to law.


 


(h)                               The Borrower and the Service
Providers hereby (i) acknowledge that the Funding Agents and Lenders have the
right, in certain instances, to require the Administrative Agent to take or
refrain from taking certain actions under the terms of this Agreement and the
other Transaction Documents and (ii) agree that the Administrative Agent has no
liability to the Borrower, or the Service Providers, with respect to taking or
refraining from taking any such actions at the request of any Funding Agent or
Lender.


 


(i)                                   When this Agreement or
any other Credit Document provides that a right, consent, approval or duty is
expressly stated to be exercisable or performable by the Administrative Agent,
the parties hereto understand and agree that the Administrative Agent is
entitled to exercise its rights under such provision without the consent of the
Lenders.


 


SECTION 14.6  Administrative Agent Not Liable. The
Administrative Agent makes no representations as to the validity or sufficiency
of this Agreement, any Note or any other Transaction Document. The
Administrative Agent shall at no time have any responsibility or liability for
or with respect to the legality, validity or enforceability of any security
interest in any Borrower Collateral, or the perfection and priority of such a
security interest or the 


 


145

















 


maintenance of any such perfection and priority
or its ability to generate the payments to be distributed to Lenders under this
Agreement, including, without limitation, the existence, condition, location
and ownership of any property; the performance or enforcement of any Lease; the
compliance by the Borrower, AerCap, any Service Provider, or the Collateral
Agent with any covenant or the breach by the Borrower, AerCap, any Service
Provider or the Collateral Agent, of any warranty or representation made under
this Agreement or any other Transaction Document or in any related document and
the accuracy of any such warranty or representation prior to the Administrative
Agent’s receipt of notice or other discovery of any noncompliance therewith or
any breach thereof, any investment of monies by or at the direction of the
Borrower or the applicable Service Provider, or any loss resulting therefrom
(it being understood, however, that the Administrative Agent shall
remain otherwise responsible for any Borrower Collateral that it may hold
directly); the acts or omissions of the Borrower, any Service Provider, the
Collateral Agent, AerCap or any Obligor, any action of a Service Provider taken
in the name of AerCap, the Borrower or the Administrative Agent, Funding Agents
and/or Lenders which are authorized to provide such instruction in accordance
with this Agreement or any of the other Transaction Documents; provided,
however, that the foregoing shall not relieve the Administrative Agent
of its obligations to perform its duties under this Agreement. The Administrative
Agent shall not be accountable for the use or application by the Borrower of
any proceeds of the Advances, or for the use or application of any funds paid
to a Service Provider in respect of the Leases or any other Aircraft Assets
related to the Aircraft.


 


SECTION 14.7  Agent May Own Notes. The Administrative
Agent in its individual or any other capacity may become the owner or pledgee
of Notes or any rights evidenced by Section 15.5(a) with the same rights
as it would have if it were not the Administrative Agent and may deal with the
Service Providers in banking transactions with the same rights as it would have
if it were not the Administrative Agent.


 


SECTION 14.8  Resignation or Removal of Agent.


 


(a)                                Subject to the
provisions of subsection (c) of this Section 14.8, any Person acting as
Administrative Agent may at any time resign as Administrative Agent under this
Agreement and the other Transaction Documents by giving thirty (30) days’
written notice thereof to the Service Providers, the Borrower and each of the
Funding Agents. Upon receiving such notice of resignation, the Class Majority
Lenders (with approval of the Borrower and the Service Providers, not to be
unreasonably withheld or delayed) shall promptly appoint a successor Administrative
Agent by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Administrative Agent and the other copy of which
instrument shall be delivered to the successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed and have accepted
appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Administrative Agent may petition any court of
competent jurisdiction for the appointment of a successor Administrative Agent.
The Borrower shall reimburse the resigning Administrative Agent pursuant to the
Flow of Funds for all expenses that shall have been incurred by such resigning
Administrative Agent in accordance with this Agreement and the other Transaction
Documents prior to the effective date of resignation of such resigning
Administrative Agent.


 


146














 


(b)                               If at any time the
Administrative Agent shall be legally unable to act, or shall be adjudged a
bankrupt or insolvent or a receiver of the Administrative Agent or of its
property shall be appointed or any public officer shall take charge or control
of the Administrative Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Funding Agents shall
remove the Administrative Agent. If the Administrative Agent shall have been
removed under the authority of the immediately preceding sentence, the Class
Majority Lenders (with approval of the Borrower and the Service Providers, not
to be unreasonably withheld or delayed) shall promptly appoint a successor
Administrative Agent by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Administrative Agent so removed and the
other copy of which instrument shall be delivered to the successor
Administrative Agent. The Borrower shall reimburse the removed Administrative
Agent pursuant to the Flow of Funds for all expenses which shall have been
incurred by such removed Administrative Agent in accordance with this Agreement
and the other Transaction Documents prior to the effective date of removal of
such removed Administrative Agent.


 


(c)                                Any resignation or
removal of the Administrative Agent and appointment of a successor Agent
pursuant to any of the provisions of this Section 14.8 shall not become
effective until acceptance of appointment by the successor agent as provided in
Section 14.9.


 


SECTION 14.9  Successor Administrative Agent. Any
successor Administrative Agent appointed as provided in this Article XIV
shall execute, acknowledge and deliver to the Borrower, the Service Providers,
each Funding Agent and to its predecessor Administrative Agent an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Administrative Agent shall become effective and
such successor Administrative Agent, without any further act, deed or
conveyance (except as provided below), shall become fully vested with all the
rights, power, duties and obligations of its predecessor under this Agreement,
with like effect as if originally named as Administrative Agent; but, on
request of the Borrower or any Service Provider, or the successor
Administrative Agent, such predecessor Administrative Agent shall, upon payment
of its expenses then unpaid, execute and deliver an instrument transferring to
such successor Administrative Agent all of the rights, powers and trusts of the
Administrative Agent so ceasing to act, and shall duly assign, transfer and
deliver to such successor Administrative Agent all property and money held by
such Administrative Agent so ceasing to act hereunder. Upon request of any such
successor Administrative Agent, the Borrower shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Administrative Agent all such rights, powers and trusts. The
predecessor Administrative Agent shall deliver to the successor Administrative
Agent all documents and statements held by it under this Agreement or any
Transaction Document; and the predecessor Administrative Agent and the other
parties to the Transaction Documents shall amend any Transaction Document to
make the successor Administrative Agent the successor to the predecessor
Administrative Agent thereunder; and the applicable Service Provider and the
predecessor Administrative Agent shall execute and deliver such instruments and
do such other things as may reasonably be required for fully and certainly
vesting and confirming in the successor Administrative Agent all such rights,
powers, duties and obligations. No successor Administrative Agent shall accept
its appointment as provided in this Section 14.9 unless at the time of
such acceptance such successor Administrative Agent shall be eligible under the
provisions of Section 14.10. Upon acceptance of appointment by a
successor


 


147

















 


Administrative Agent as provided in this Section
14.9, the Borrower shall mail notice by first-class mail of the appointment
of the successor of such Administrative Agent and the address of the successor
Administrative Agent’s corporate trust office under this Agreement to all
Lenders at their addresses as shown in the Note Register or if no Note Register
is required to be maintained with respect to any Lender pursuant to Section
15.5(b), such other address or such other address as shall be maintained for
such Lender by the applicable Funding Agent. If the Borrower fails to mail such
notice within ten (10) days after acceptance of appointment by the successor
Administrative Agent, the successor Administrative Agent shall cause such
notice to be mailed at the expense of the Borrower.


 


SECTION 14.10  Eligibility Requirements for Successor
Agent. Any successor Administrative Agent under this Agreement shall be a
corporation duly organized and validly existing under the laws of its
jurisdiction of incorporation authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $500,000,000
and subject to supervision or examination by federal or state authority. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section 14.10, 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 condition so published. In
case at any time any successor Administrative Agent shall cease to be eligible
in accordance with the provisions of this Section 14.10, such successor
Administrative Agent shall resign immediately in the manner and with the effect
specified in Section 14.8.


 


SECTION 14.11  Merger or Consolidation of Agent. Any
corporation into which the Administrative Agent may be merged or with which it
may be consolidated, or any corporation resulting from any merger or
consolidation to which the Administrative Agent shall be a party, or any
corporation succeeding to the corporate trust business of the Administrative
Agent, shall be the successor of the Administrative Agent under this Agreement,
provided such corporation shall be eligible under the provisions of Section
14.10, without the execution or filing of any instrument or any further act
on the part of any of the parties to this Agreement, anything in this Agreement
to the contrary notwithstanding.


 


SECTION 14.12  Administrative Agent May Enforce Claims
Without Possession of Notes. Whether or not any applicable Funding Agent
has requested a Note pursuant to Section 2.5, all rights of action and claims
under this Agreement and/or the Notes may be prosecuted and enforced by the
Administrative Agent, any Funding Agent or any Lender without the possession of
any Note or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Administrative Agent shall be brought in its
own name as agent.


 


SECTION 14.13  Suit for Enforcement. If a Servicer
Termination Event shall occur and be continuing, the Administrative Agent, in
its discretion may (but shall have no duty or obligation so to proceed) proceed
to protect and enforce its rights and the rights of the Lenders under this
Agreement by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in
this Agreement or in aid of the execution of any power granted in this
Agreement or for the enforcement of any other legal, equitable or other remedy
as the Administrative Agent, being advised by counsel, shall deem


 


148

















 


most effectual to protect and enforce any of the
rights of the Administrative Agent or the Lenders.


 


SECTION 14.14  Indemnification of Agent. Each Funding
Group agrees to indemnify the Administrative Agent (to the extent not
reimbursed by the Borrower), ratably according to the amount of the Funding
Group Limit of such Funding Group as a percentage of the aggregate Funding
Group Limits of all Funding Groups, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or any other Transaction Document
or any action taken or omitted by the Administrative Agent under this Agreement
or any other Transaction Document; provided, however, that no
Funding Group shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent’s gross negligence or willful
misconduct.


 


ARTICLE XIVA


 


FUNDING AGENTS


 


SECTION 14A.1  Authorization and Action. Each of the
Funding Groups hereby appoints its respective Funding Agent as agent for purposes
of the Transaction Documents and authorizes such Funding Agent, in such
capacity, to take such action on its behalf under each Transaction Document and
to exercise such powers, hereunder and thereunder as are delegated to such
Funding Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto.


 


SECTION 14A.2  Exculpation. Neither the respective
Funding Agent of each Funding Group (acting in such capacity under the
Transaction Documents) nor any of its directors, officers, agents or employees
shall be liable to any Lender in its Funding Group for any action taken or
omitted to be taken by it or them under or in connection with the Transaction
Documents, except for its or their own gross negligence or willful misconduct. Without
limiting the generality of the foregoing, such Funding Agent: (a) may consult
with legal counsel, independent certified public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (b) makes no warranty or representation to any Lender
in its Funding Group, and shall not be responsible to any such Lender, for any
statements, warranties or representations made by the Borrower, any Service
Provider or the Administrative Agent, in or in connection with any Transaction
Document; (c) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any
Transaction Document on the part of AerCap, the Borrower, any Service Provider,
the Administrative Agent or any of their respective Affiliates or to inspect
the property (including the books and records) of AerCap, the Borrower, a Service
Provider, the Administrative Agent or any of their respective Affiliates; (d)
shall not be responsible to any Lender in its Funding Group for the due
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any Note, any other Transaction Document or any other


 


149

















 


instrument or document provided for herein or
delivered or to be delivered hereunder or in connection herewith; and (e) shall
incur no liability under or in respect of any Transaction Document by acting
upon any notice (including notice by telephone), consent, certificate or other
instrument or writing (which may be by telex or facsimile transmission)
believed by it to be genuine and signed or sent by the proper party or parties.


 


SECTION 14A.3  Funding Agent and Affiliates. The
respective Funding Agent of each Funding Group may generally engage in any kind
of business with AerCap, the Borrower, the Service Providers, any Obligor, any
of their respective Affiliates and any Person who may do business with or own
securities of AerCap, the Borrower, the Service Providers, any Obligor or any
of their respective Affiliates, all as if such Funding Agent were not a Funding
Agent hereunder and without any duty to account therefor to any Lender in its
respective Funding Group.


 


SECTION 14A.4  Lender’s Credit Decision. Each Lender
in a Funding Group acknowledges that it has, independently and without reliance
upon its respective Funding Agent, any of its Affiliates or any other Lender
and based on such documents and information as it has deemed appropriate, made
its own evaluation and decision to enter into this Agreement. Each such Lender
also acknowledges that it will, independently and without reliance upon such Funding
Agent, any of its Affiliates or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own decisions in taking or not taking action under this Agreement.


 


SECTION 14A.5  Certain Matters Affecting the Funding
Agent.


 


(a)                                The respective Funding
Agent of each Funding Group may rely and shall be protected in acting or
refraining from acting upon any resolution, officer’s certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.


 


(b)                               Such Funding Agent may consult
with counsel, and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by such Funding Agent under this Agreement in good faith and in
accordance with such Opinion of Counsel.


 


(c)                                Such Funding Agent shall
be under no obligation to exercise any of the rights or powers vested in it by
this Agreement, or to institute, conduct or defend any litigation under this
Agreement or in relation to this Agreement, at the request, order or direction
of any Lender in its respective Funding Group pursuant to the provisions of
this Agreement unless such Lender shall have furnished to such Funding Agent
security or indemnity satisfactory to such Funding Agent against the costs,
expenses and liabilities that may be incurred therein or thereby.


 


(d)                               Such Funding Agent shall not be
bound to make any investigation into the facts of matters stated in any
resolution, certificate, statement, instrument opinion, report, notice,
request, consent, order, approval, bond or other paper or documents, unless
requested in writing to do so by its respective Funding Group Majority Lenders;
provided, however, that if the payment


 


150

















 


within a reasonable time to such Funding Agent of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of such Funding Agent, not reasonably assured
to such Funding Agent by the security afforded to it by the terms of this
Agreement, such Funding Agent may require indemnity satisfactory to it against
such cost, expense or liability as a condition to so proceeding; the reasonable
expense of every such examination shall be paid by the Person making such
request or, if paid by such Funding Agent, shall be reimbursed by the Person
making such request upon demand.


 


(e)                                Such Funding Agent may
execute any of the trusts or powers under this Agreement or any other
Transaction Document or perform any duties under this Agreement or any other Transaction
Document either directly or by or through agents or attorneys or custodians.
Such Funding Agent shall not be responsible for any misconduct or negligence on
the part of any agent or attorney appointed with due care by such Funding
Agent. Such Funding Agent shall not be responsible for any misconduct or
negligence attributable to the acts or omissions of any Service Provider or the
Administrative Agent.


 


(f)                                  Such Funding Agent may
rely, as to factual matters relating to any Service Provider, on an officer’s
certificate of such Service Provider.


 


(g)                               Such Funding Agent shall not be
required to take any action or refrain from taking any action under this
Agreement, or any Transaction Document referred to herein, nor shall any
provision of this Agreement or any such Transaction Document be deemed to
impose a duty on such Funding Agent to take action, if such Funding Agent shall
have been advised by counsel that such action is contrary to the terms of this
Agreement or any Transaction Document or is contrary to law.


 


(h)                               The Borrower and the Service
Providers hereby (i) acknowledge that the Administrative Agent and Lenders have
the right, in certain instances, to require such Funding Agent to take or
refrain from taking certain actions under the terms of this Agreement and the
other Transaction Documents and (ii) agree that such Funding Agent has no
liability to the Borrower or the Service Providers with respect to taking or
refraining from taking any such actions at the request of the Administrative Agent
or Lender.


 


SECTION 14A.6  Funding Agent Not Liable. The
respective Funding Agent of each Funding Group makes no representations as to
the validity or sufficiency of this Agreement, the Notes or any other
Transaction Document. Such Funding Agent shall at no time have any
responsibility or liability for or with respect to the legality, validity or
enforceability of any security interest in any Borrower Collateral, or the
perfection and priority of such a security interest or the maintenance of any
such perfection and priority or its ability to generate the payments to be
distributed to Lenders under this Agreement, including, without limitation, the
existence, condition, location and ownership of any property; the performance
or enforcement of any Lease; the compliance by the Borrower, AerCap, the
Service Providers, or the Collateral Agent with any covenant or the breach by
the Borrower, AerCap, the Service Providers or the Collateral Agent, of any
warranty or representation made under this Agreement or any other Transaction
Document or in any related document and the accuracy of any such warranty or
representation prior to such Funding Agent’s receipt of notice or other
discovery of any noncompliance therewith or any breach thereof, any investment
of monies by or at the direction


 


151

















 


of the Borrower or the Service Providers or any
loss resulting therefrom; the acts or omissions of the Borrower, the Service
Providers, the Collateral Agent, AerCap or any Obligor; any action of a Service
Provider taken in the name of such Funding Agent; or any action by such Funding
Agent taken at the instruction of AerCap, the Borrower or the Administrative
Agent and/or Lenders which are authorized to provide such instruction in
accordance with this Agreement or any of the other Transaction Documents; provided,
however, that the foregoing shall not relieve such Funding Agent of its
obligations to perform its duties under this Agreement. Such Funding Agent
shall not be accountable for the use or application by the Borrower of any
proceeds of the Advances, or for the use or application of any funds paid to a
Service Provider in respect of the Leases or any other Aircraft Assets related
to the Aircraft.


 


SECTION 14A.7  Agent May Own Notes. The respective
Funding Agent of each Funding Group in its individual or any other capacity may
become the owner or pledgee of Notes or any rights evidenced by Section
15.5(a) with the same rights as it would have if it were not such Funding
Agent and may deal with the Service Providers in banking transactions with the
same rights as it would have if it were not such Funding Agent.


 


SECTION 14A.8  Resignation or Removal of Agent.


 


(a)                                Subject to the
provisions of subsection (c) of this Section 14A.8, any Person acting as
a Funding Agent of a Funding Group may at any time resign as such Funding Agent
under this Agreement and the other Transaction Documents by giving thirty (30)
days’ written notice thereof to the Borrower, the Service Providers and the
Administrative Agent. Upon receiving such notice of resignation, the Funding
Group Majority Lenders of such Funding Group (with approval of the Borrower,
the Service Providers and Administrative Agent, in each case not to be
unreasonably withheld or delayed) shall promptly appoint a successor Funding
Agent by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Funding Agent and the other copy of which
instrument shall be delivered to the successor Funding Agent. If no successor
Funding Agent shall have been so appointed and have accepted appointment within
thirty (30) days after the giving of such notice of resignation, the resigning
Funding Agent may petition any court of competent jurisdiction for the appointment
of a successor Funding Agent. The Borrower shall reimburse the resigning
Funding Agent, pursuant to the Flow of Funds hereof, for all expenses which
shall have been incurred by such resigning Funding Agent in accordance with
this Agreement and the other Transaction Documents prior to the effective date
of resignation of such resigning Funding Agent.


 


(b)                               If at any time such Funding
Agent shall be legally unable to act, or shall be adjudged a bankrupt or
insolvent or a receiver of such Funding Agent or of its property shall be
appointed or any public officer shall take charge or control of such Funding
Agent or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the related Funding Group Majority Lenders shall
remove such Funding Agent. If such Funding Agent shall have been removed under
the authority of the immediately preceding sentence, such Funding Group
Majority Lenders (with approval of the Borrower, the Service Providers and
Administrative Agent, such approval not to be unreasonably withheld or delayed)
shall promptly appoint a successor Funding Agent by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Funding Agent
so removed and the other copy of which


 


152

















 


instrument shall be delivered to the successor Funding Agent.
The Borrower shall reimburse the removed Funding Agent pursuant to the Flow of
Funds for all expenses which shall have been incurred by such removed Funding
Agent in accordance with this Agreement and the Other Transaction Documents
prior to the effective date of removal of such removed Funding Agent.


 


(c)                                Any resignation or
removal of such Funding Agent and appointment of a successor Agent pursuant to
any of the provisions of this Section 14A.8 shall not become effective
until acceptance of appointment by the successor agent as provided in Section
14A.9.


 


SECTION 14A.9  Successor Funding Agent. Any successor
Funding Agent appointed as provided in this Article XIVA shall execute,
acknowledge and deliver to the Borrower, the Service Providers, the
Administrative Agent and to its predecessor Funding Agent an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Funding Agent shall become effective and such
successor Funding Agent, without any further act, deed or conveyance (except as
provided below), shall become fully vested with all the rights, power, duties
and obligations of its predecessor under this Agreement, with like effect as if
originally named as Funding Agent; but, on request of the Borrower, a Service
Provider, the Administrative Agent, or the successor Funding Agent, such
predecessor Funding Agent shall, upon payment of its expenses then unpaid,
execute and deliver an instrument transferring to such successor Funding Agent
all of the rights, powers and trusts of the Funding Agent so ceasing to act,
and shall duly assign, transfer and deliver to such successor Funding Agent all
property and money held by such Funding Agent so ceasing to act hereunder for
the benefit of the Lenders in its Funding Group. Upon request of any such
successor Funding Agent, the Borrower shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Funding
Agent all such rights, powers and trusts. The predecessor Funding Agent shall
deliver to the successor Funding Agent all documents and statements held by it
under this Agreement or any Transaction Document; and the predecessor Funding
Agent and the other parties to the Transaction Documents shall amend any
Transaction Document to make the successor Funding Agent the successor to the
predecessor Funding Agent thereunder; and the Borrower, the Service Providers,
the Administrative Agent and the predecessor Funding Agent shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Funding Agent
all such rights, powers, duties and obligations. No successor Funding Agent
shall accept its appointment as provided in this Section 14A.9 unless at
the time of such acceptance such successor Funding Agent shall be eligible
under the provisions of Section 14A.10. Upon acceptance of appointment
by a successor Funding Agent as provided in this Section 14A.9, the
Borrower shall mail notice by first-class mail of the appointment of such
successor Funding Agent and the address of the successor Funding Agent’s
corporate trust office under this Agreement to all Lenders at their addresses
as shown in the Note Register or if no Note Register is required to be
maintained with respect to any Lender pursuant to Section 15.5(b), such
other address or such other address as shall be maintained for such Lender by
the applicable Funding Agent. If the Borrower fails to mail such notice within
ten (10) days after acceptance of appointment by the successor Funding Agent,
the successor Funding Agent shall cause such notice to be mailed at the expense
of the Borrower.


 


153

















 


SECTION 14A.10  Eligibility Requirements for Successor
Agent. Any successor Funding Agent under this Agreement shall be a
corporation duly organized and validly existing under the laws of its
jurisdiction of incorporation authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $500,000,000
and subject to supervision or examination by federal or state authority. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section 14A.10, 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 condition so published. In
case at any time any successor Funding Agent shall cease to be eligible in
accordance with the provisions of this Section 14A.10, such successor
Funding Agent shall resign immediately in the manner and with the effect
specified in Section 14A.8.


 


SECTION 14A.11  Merger or Consolidation of Agent. Any
corporation into which any Funding Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which such Funding Agent shall be a party, or any corporation succeeding to the
corporate trust business of such Funding Agent, shall be the successor of such
Funding Agent under this Agreement, provided such corporation shall be eligible
under the provisions of Section 14A.10, without the execution or filing
of any instrument or any further act on the part of any of the parties to this
Agreement, anything in this Agreement to the contrary notwithstanding.


 


SECTION 14A.12  Funding Agent May Enforce Claims Without
Possession of Notes. Whether or not any Funding Agent has requested a Note
pursuant to Section 2.5, all rights of action and claims under this
Agreement or the Notes may be prosecuted and enforced by such Funding Agent
without the possession of any Note or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by such Funding Agent
shall be brought in its own name as agent for the applicable Funding Group.


 


SECTION 14A.13  Indemnification of Agent. Each Lender
in a particular Funding Group agrees to indemnify its Funding Agent (to the
extent not reimbursed by the Borrower), ratably according to the amount of the
outstanding Advances of such Lender as a percentage of the aggregate
outstanding Advances of all Lenders in such Funding Group, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against such Funding Agent in
any way relating to or arising out of this Agreement or any other Transaction
Document or any action taken or omitted by such Funding Agent under this
Agreement or any other Transaction Document; provided, however,
that no such Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Funding Agent’s gross negligence
or willful misconduct.


 


SECTION 14A.14  Other Arrangements. No provision
contained in this Article XIVA shall, in any way, limit or diminish any
duty, obligation or responsibility which any Funding Agent may have to any
Lender in its Funding Group pursuant to any other provision of this


 


154

















 


Agreement or any separate agreement or
arrangement between such Funding Agent and such Lender.


 


ARTICLE XV


 


ASSIGNMENTS


 


SECTION 15.1  Assignments. The Borrower may not
assign its rights or obligations hereunder or any interest herein without the
prior written consent of the Administrative Agent and each Funding Agent. The
Lenders shall have the right to assign and/or participate their respective
Non-Conduit Lender Commitments and Advances with prior notice to the Borrower,
but without the consent of the Borrower; provided, however, that,
at any time prior to the occurrence of an Event of Default, (a) any assignee or
participant shall not be an entity which, at the time of assignment or
participation, competes with AerCap in a material manner in the leasing of
commercial aircraft unless the Borrower has otherwise consented to such
assignee or participant (an assignee or participant meeting such criteria, an “Eligible
Assignee”), (b) the indemnities to which any such assignee or participant
shall be entitled under Section 6.2 or 6.3 hereof shall not be
greater at and as of the time of assignment or participation than the indemnity
to which the assignor or participant grantor would have been entitled under Section
6.2 or 6.3 hereof had such assignment or participation not occurred,
(c) any assignee shall be a Qualifying Lender, and (d) any assignor shall only
be released from its Non-Conduit Lender Commitments to the extent provided in
the immediately succeeding sentence. Upon the issuance of a Non-Conduit Lender
Commitment to provide a portion of the Class A Advances or Class B Advances by
any assignee of such Non-Conduit Lender Commitment of a Class A Lender or Class
B Lender, which assignee either (A) has a long term debt rating of at least “A”
from Standard & Poor’s and/or “A2” from Moody’s, or a short term debt
rating of at least “A-1” from Standard & Poor’s and/or “P-1” from Moody’s,
or (B) has otherwise been consented to by the Borrower (with such consent not
to be unreasonably withheld or delayed), such Class A Lender or Class B Lender
shall be released from the portion of its Non-Conduit Lender Commitment in an
aggregate amount equal to the Non-Conduit Lender Commitment of such assignee. Notwithstanding
the foregoing, UBSRESI shall have the right, at any time, to assign and/or
participate its Non-Conduit Lender Commitments and Advances with prior notice
to the Borrower, but without the consent of the Borrower, to any Affiliate of
UBSRESI that is a Qualifying Lender at the time of such assignment or
participation, and/or to any commercial paper conduit, that is a Qualifying
Lender at the time of such assignment or participation, and is administered by
any Affiliate thereof or administered by any other Person for the exclusive or
non-exclusive benefit of any Affiliate of UBSRESI, and UBSRESI shall be
released from the portion of its Non-Conduit Lender Commitment in an aggregate
amount equal to the Non-Conduit Lender Commitment of the applicable assignee. In
addition, any Lender or any of its Affiliates may pledge or assign any of its
rights under this Agreement and under the Transaction Documents to any Federal
Reserve Bank within the United States, or if a Qualifying Lender at the time of
such pledge or assignment, to any liquidity or credit support provider or any
commercial paper conduit collateral trustee without notice to or consent of the
Borrower or any Funding Agent. In the case of any Lender that is a fund that
invests in bank loans, such Lender may, without the consent of Borrower or the
Administrative Agent or any Funding Agent, collaterally assign or pledge all or
any portion of its rights under this Agreement and


 


155

















 


under the Transaction Documents, to any holder
of, trustee for, or any other representative of holders of, obligations owed or
securities issued, by such fund, as security for such obligations or
securities, in each case provided that each such holder is a Qualifying Lender.
The parties hereto each acknowledge and agree that a Participant is neither an
assignee nor a participant for purposes of this Article XV.


 


SECTION 15.2  Documentation. The assignor and the
assignee involved in an assignment referred to in Section 15.1 shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
duly executed by each such party, and the assigning Lender shall promptly
execute and deliver all further instruments and documents, and take all further
action, that the assignee may reasonably request, in order to perfect, protect
or more fully evidence the assignee’s right, title and interest in, and to
enable the assignee to exercise or enforce any rights hereunder or under any
applicable Note. The Administrative Agent shall promptly deliver to the
Borrower a copy of each Assignment and Assumption that it receives pursuant to
the terms of this Section 15.2.


 


SECTION 15.3  Rights of Assignee. The respective
assignee receiving such assignment shall have all of the rights of such Lender
hereunder and all references to the Lenders in Section 16.1 shall be
deemed to apply to such assignee.


 


SECTION 15.4  Endorsement. Each Lender authorizes the
related Funding Agent to, and each Funding Agent agrees that it shall, endorse
any applicable Note to reflect any assignments made pursuant to this Article
XV or otherwise (but failure to endorse such Note shall not affect the
right of any Lender hereunder).


 


SECTION 15.5  Registration; Registration of Transfer and
Exchange.


 


(a)                                Each Funding Agent shall
maintain an account or accounts evidencing the indebtedness of the Borrower to
each Lender in such Funding Agent’s Funding Group resulting from each Advance
made by such Lender hereunder, including the amounts of principal and Yield
payable and paid to such Lender from time to time hereunder. The entries made
in such accounts shall be conclusive and binding for all purposes, absent
manifest error. To the extent that any Funding Agent has not requested a Note
pursuant to Section 2.5, such Funding Agent shall keep a register (the “Non-Note
Register”) in which, subject to such reasonable regulations as it may
prescribe, such Funding Agent shall provide for the registration of Advances
and Non-Conduit Lender Commitments held by any member of the Funding Group
related to such Funding Agent and of any transfers of such Advances and
Non-Conduit Lender Commitments. Each Funding Agent is hereby appointed “Non-Note
Registrar” for the purpose of registering any transfers of Advances and
Non-Conduit Lender Commitments held by any member of the Funding Group related
to such Funding Agent as herein provided. The entries made in the Non-Note
Register by the Non-Note Registrar shall be conclusive and binding for all
purposes, absent manifest error.


 


(b)                               To the extent that any Funding
Agent has requested a Note pursuant to Section 2.5, such Funding Agent
shall keep a register (the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe, such Funding Agent shall provide
for the registration of Notes held by the Funding Group related to such Funding
Agent and of transfer of such Notes.


 


156

















 


Each Funding Agent is hereby appointed “Note Registrar”
for the purpose of registering any Notes and transfers of Notes held by the
Funding Group related to such Funding Agent as herein provided. The entries
made in the Note Register by the Note Registrar shall be conclusive and binding
for all purposes, absent manifest error.


 


(c)                                With respect to any
Lender, the transfer of any commitment of any Lender and the rights to
principal of, and interest on, any such commitment shall not be effective until
such transfer is recorded on the Note Register or Non-Note Register maintained
by the applicable Funding Agent with respect to ownership of such commitments
prior to such recordation all amounts owing to the transferor with respect to
such commitments shall remain owing to the transferor.


 


(d)                               Each Person who has or who acquired
a Note, any Advances and/or any Non-Conduit Lender Commitment shall be deemed
by the acceptance or acquisition thereof to have (i) agreed to be bound by the
provisions of this Section 15.5 and (ii) represented to the
Administrative Agent that the transfer of such Note, Advance and/or Non-Conduit
Lender Commitment to such Person is exempt from registration or qualification
under the Securities Act of 1933, as amended, and all applicable state
securities laws and that such transfer does not constitute a “prohibited
transaction” under ERISA (and agreed to deliver to the Administrative Agent
evidence of the foregoing upon request the Administrative Agent).


 


(e)                                At the option of the
holder thereof, any Note may be exchanged for one or more new Notes of any
authorized denominations and of a like Class and aggregate principal amount at
an office or agency of the applicable Funding Agent. Whenever any Notes are so
surrendered for exchange, the Borrower shall execute and the applicable Funding
Agent shall authenticate and deliver the new Notes which the holder making the
exchange is entitled to receive.


 


(f)                                  Upon surrender for
registration of transfer of any Note at an office or agency of the applicable
Funding Agent, the Borrower shall, at the request of such Funding Agent,
execute and deliver, in the name of the designated transferee or transferees,
one or more new Notes of any authorized denominations and of a like Class and
aggregate principal amount.


 


(g)                               All Notes issued upon any
registration of transfer or exchange of any Note in accordance with the
provisions of this Agreement shall be the valid obligations of the Borrower,
evidencing the same debt, and entitled to the same benefits under this
Agreement, as the Note(s) surrendered upon such registration of transfer or
exchange.


 


(h)                               Every Note presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Borrower or the applicable Funding Agent) be fully endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Note Registrar, duly executed by the holder thereof or his attorney duly
authorized in writing. Each such Note shall be accompanied by a statement
providing the name of the transferee and indicating whether the transferee is subject
to income tax backup withholding requirements and whether the transferee is the
sole beneficial owner of such Notes.


 


(i)                                   No service charge shall
be made for any registration of transfer or exchange of Notes, but the Borrower
may require payment from the transferee holder of a sum sufficient to


 


157

















 


cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer of exchange of Notes,
other than exchanges pursuant to this Section 15.5.


 


(j)                                   The holders of the Notes
shall be bound by the terms and conditions of this Agreement.


 


SECTION 15.6  Mutilated, Destroyed, Lost and Stolen Notes.


 


(a)                                If any mutilated Note is
surrendered to the applicable Funding Agent, the Borrower shall, at the request
of such Funding Agent, execute and the applicable Funding Agent shall
authenticate and deliver in exchange therefor a new Note of like Class and
tenor and principal amount and bearing a number not contemporaneously outstanding.


 


(b)                               If there shall be delivered to
the Borrower and the applicable Funding Agent prior to the payment of any Note
(i) evidence to their satisfaction of the destruction, loss or theft of such
Note and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Borrower or the applicable Funding Agent that such Note has been
acquired by a bona fide purchaser, the Borrower shall, at the request of
such Funding Agent, execute and the applicable Funding Agent shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of
like class, tenor and principal amount and bearing a number not
contemporaneously outstanding.


 


(c)                                Upon the issuance of any
new Note under this Section 15.6, the Borrower may require the payment
from the transferor holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the applicable Funding Agent)
connected therewith.


 


(d)                               Every new Note issued pursuant
to this Section 15.6 and in accordance with the provisions of this
Agreement, in lieu of any destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Borrower, whether or not the
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Notes duly issued hereunder.


 


(e)                                The provisions of this Section
15.6 are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


 


SECTION 15.7  Persons Deemed Owners. The Borrower,
any Service Provider, the applicable Funding Agent, the Administrative Agent
and any agent of the Borrower, a Service Provider, the applicable Funding Agent
or the Administrative Agent may treat the holder of any Note as the owner of
such Note for all purposes whatsoever, whether or not such Note may be overdue,
and none of the Borrower, any Service Provider, the applicable Funding Agent,
the Administrative Agent and any agent of the Borrower, a Service Provider, the
applicable Funding Agent, or the Administrative Agent shall be affected by
notice to the contrary.


 


SECTION 15.8  Cancellation. All Notes surrendered for
payment or registration of transfer or exchange shall be delivered to the applicable
Funding Agent, and shall be promptly


 


158

















 


canceled by it and may be destroyed pursuant to
the applicable Funding Agent’s securities retention policies. The Borrower
shall promptly deliver to the applicable Funding Agent for cancellation any
Notes previously authenticated and delivered hereunder which the Borrower may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly canceled by the applicable Funding Agent. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section 15.8, except as expressly permitted by this Agreement.


 


ARTICLE XVI


 


INDEMNIFICATION


 


SECTION 16.1  General Indemnity of the Borrower.
Without limiting any other rights which any such Person may have hereunder or
under applicable law, the Borrower hereby agrees to indemnify the
Administrative Agent, the Collateral Agent, each Funding Agent on behalf of the
members in the related Funding Group, each Lender and each of their respective
Affiliates, and each of their respective successors, transferees, participants
and assigns (and successors, transferees, participants and assigns thereof) and
all officers, directors, shareholders, controlling Persons, employees and
agents of any of the foregoing (each of the foregoing Persons being
individually called an “Indemnified Party”), forthwith on demand, from
and against any and all damages, losses, claims, liabilities and related costs
and expenses, including reasonable attorneys’ fees and disbursements (all of
the foregoing being collectively called “Indemnified Amounts”) awarded
against or incurred by any of them arising out of or relating to any
Transaction Document (or the Original Agreement) or the transactions contemplated
thereby or the use of proceeds therefrom by the Borrower, including (without
limitation) in respect of the funding of any Advance or in respect of any
Aircraft, excluding, however, (a) Indemnified Amounts to the
extent determined by a final non-appealable decision of a court of competent
jurisdiction to have resulted from gross negligence or willful misconduct on
the part of any Indemnified Party or its Affiliate, (b) any Taxes, loss of Tax
benefits, or costs incurred in contesting any Taxes or loss of Tax benefits
(the related indemnities for which are set out solely in Section 6.3 of
this Agreement), (c) any Indemnified Amounts the liabilities for which are
explicitly set out in another provision of this Agreement or the Transaction
Documents, including costs and expenses covered by Section 17.4 of this
Agreement, and (d) any Indemnified Amounts that constitute a cost or expense
that is required to be borne by any Indemnitee pursuant to any other explicit
provision of the Transaction Documents. Without limiting the foregoing, but
subject to the exclusions described in clauses (a), (b), (c) and (d) above, the
Borrower agrees to indemnify each Indemnified Party for Indemnified Amounts
arising out of or relating to:


 


(i)                                   the grant of a security interest to the
Collateral Agent (for the benefit of the Lenders);


 


(ii)                                the breach of any representation or
warranty made by the Borrower, any Service Provider, any Borrower Subsidiary
(or any of their respective officers) under or in connection with this Agreement
or the other Transaction Documents, any Quarterly Report, Monthly Report,
officer’s certificate or any other information,


 


159

















 


report
or certificate delivered by the Borrower or any Service Provider pursuant
hereto or thereto, which shall have been false or incorrect in any material
respect when made or deemed made;


 


(iii)                             the failure by the Borrower, any Service
Provider or any Borrower Subsidiary to comply in any material way with any
applicable law, rule or regulation with respect to any Aircraft or Lease, or
the nonconformity of any Aircraft or Lease with any such applicable law, rule
or regulation;


 


(iv)                            the failure to vest and maintain vested
in the Collateral Agent, for the benefit of the Lenders, a first-priority
security interest in all the Borrower Collateral, free and clear of any Adverse
Claim;


 


(v)                               the failure to file, or any delay in
filing, financing statements or other similar instruments or documents under
the UCC of any applicable jurisdiction or other applicable laws with respect to
any Borrower Collateral;


 


(vi)                            any dispute, claim, offset or defense
(other than discharge in bankruptcy) of an Obligor to the payment of any Lease
(including, without limitation, a defense based on such Lease not being a
legal, valid and binding obligation of such Obligor enforceable against it in
accordance with its terms);


 


(vii)                         the commingling of the proceeds of the
Aircraft, the Leases or any other Borrower Collateral at any time with other
funds;


 


(viii)                      any investigation, litigation or
proceeding related to this Agreement or the use of proceeds of Advances or the
Ownership of the Aircraft, the Leases or any other Borrower Collateral;


 


(ix)                              any failure of the Borrower, any Service
Provider, or any Borrower Subsidiary to comply with its covenants contained in
this Agreement or any other Transaction Document; or


 


(xi)                              any claim brought by any Person other
than an Indemnified Party arising from any activity by the Borrower, any
Service Provider, or any Borrower Subsidiary or any Affiliate of any of them in
servicing, administering or collecting any Aircraft or Lease.


 


SECTION 16.2  Waiver of Consequential Damages, Etc. To
the fullest extent permitted by any applicable Requirement of Law, none of the
Borrower, the Service Providers, or any Borrower Subsidiary shall assert, and
each of them hereby waives, any claim against any Indemnified Party, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement, any other Transaction Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Advance or the use of the proceeds thereof. No Indemnified Party
shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through


 


160

















 


telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other
Transaction Documents or the transactions contemplated hereby or thereby.


 


ARTICLE XVII


 


MISCELLANEOUS


 


SECTION 17.1  No Waiver; Remedies. Neither the
execution and delivery of this Agreement nor any failure on the part of any
Lender, the Administrative Agent, the Collateral Agent, any Funding Agent, any
Indemnified Party or any Affected Party to exercise, nor any delay by any such
Person in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by any such Person of
any right, power or remedy hereunder preclude any other or further exercise
thereof, or the exercise of any other right, power or remedy. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law. Without limiting the foregoing, each Lender is hereby authorized by the
Borrower at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other Indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
against any and all obligations of the Borrower, now or hereafter existing
under this Agreement, to the Administrative Agent, any Affected Party, any
Indemnified Party or any Lender or their respective successors and assigns.


 


SECTION 17.2  Amendments, Waivers. Neither this
Agreement nor any other Transaction Document, nor any provision hereof or
thereof, may be waived, amended, supplemented or modified except, in each case,
with the written consent of the Class Majority Lenders and Administrative
Agent; provided, however, that no such waiver, amendment,
supplement or modification shall be effective if the effect thereof would:


 


(i)                                   waive, amend, supplement
or modify any provision set forth in any of the following definitions without
the consent of each of the Lenders: 
Additional Advance Commitment Period, Amortization Period, Class A
Advances Limit, Class A Borrowing Base, Class A Borrowing Base Deficiency,
Class B Advances Limit, Class B Borrowing Base, Class B Borrowing Base
Deficiency, Conversion Date, Facility Termination Date, Initial Class A
Borrowing Base, Initial Class B Borrowing Base, Initial Liquidity Reserve
Amount, Required Liquidity Reserve Amount, Maximum Aggregate Principal Amount,
Maximum Class A Principal Amount and Maximum Class B Principal Amount;


 


(ii)                                reduce
the principal amount of any Advance or reduce the Yield payable in respect
thereof, or reduce any fee payable hereunder, or change the form or currency of
payment of any Obligation, without the written consent of each Lender affected
thereby;


 


(iii)                             (A)
change the Stated Maturity Date or any scheduled date of payment of any Class A
Scheduled Principal Payment or Class B Scheduled Principal Payment, (B)
postpone the date for payment of any Obligation hereunder or (C) change the
amount of, waive or excuse any such payment, without the written consent of
each Lender affected thereby;


 


161

















 


(iv)                            increase
the maximum duration of Interest Periods hereunder, without the written consent
of each Lender affected thereby;


 


(v)                               permit the assignment or
delegation by AerCap, the Borrower or any of the Borrower Subsidiaries of any
of its respective rights or obligations under any Transaction Document (except
as delegated pursuant to the Service Provider Agreements), without the written
consent of each Lender;


 


(vi)                            release
any material portion of the Collateral from the Lien of the Security Trust
Agreement (other than in connection with a transfer, sale or other disposition
permitted under Section 10.8 hereof or as otherwise provided in or
contemplated by the Transaction Documents), or alter the relative priorities of
the Obligations entitled to the Liens of the Security Trust Agreement, without
the consent of each Lender;


 


(vii)                         change the amount of, or order of
priority in which, payments of funds on deposit in the Collection Account, or
the proceeds of draws from the Liquidity Reserve Account, are to be applied in
accordance with the terms hereof, without the written consent of each Lender
affected thereby;


 


(viii)                      change any provision in Section 4.4
or any other provision hereof in any manner which would alter the pro rata
allocation among the Lenders, Class A Lenders or Class B Lenders, respectively,
of Advances to be made hereunder or repayments in respect thereof, in each case
without the written consent of each Lender affected thereby;


 


(ix)                              change
any provision of this Section 17.2, without the consent of each Lender
affected thereby;


 


(x)                                 change the percentage
set forth in the definition of Class Majority Lenders, Class A Majority
Lenders, Class B Majority Lenders or Funding Group Majority Lenders, without
the written consent of each Lender affected thereby;


 


(xi)                              change
or waive any provision of Article XIV as the same applies to any
Administrative Agent, or any other provision hereof as the same applies to the
rights or obligations of any Administrative Agent, in each case without the
written consent of such Administrative Agent;


 


(xii)                           change or waive any provision of Article
XIVA as the same applies to any Funding Agent, or any other provision
hereof as the same applies to the rights or obligations of any Funding Agent,
in each case without the written consent of such Funding Agent; or


 


(xiii)                        change or waive any provision hereof as
the same applies to the rights or obligations of the Administrative Agent, in
each case without the written consent of such Administrative Agent.


 


The Borrower and the Service Providers agree to
make such amendments to this Agreement from time to time as may be necessary to
evidence the addition of a new Lender in any Funding Group or the addition of
an Other Funding Group hereunder.


 


162

















 


SECTION 17.3  Notices, Etc. 


 


(a)                                Generally.
Except in the case of notices and other communications expressly permitted to
be given by telephone (and except as provided in paragraph (b) below), all
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service or sent by telecopier,
to the intended party at the address or telecopier number of such party set
forth under its name on the signature pages hereof or at such other address or
telecopier number as shall be designated by such party in a written notice to
the other parties hereto. Notices sent by hand or overnight courier service
shall be deemed to have been given when received; notices sent by telecopier
shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at
the opening of business on the next business day for the recipient). Notices
delivered through electronic communications to the extent provided in paragraph
(b) below, shall be effective as provided in said paragraph (b).


 


(b)                               Electronic
Communications. Notices and other communications to the Lenders hereunder
may (subject to Section 17.3(c)) be delivered or furnished by electronic
communication (including e mail and Internet or intranet websites); provided
that the foregoing shall not apply to notices to any Lender pursuant to Article
II if such Lender has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication. The
Administrative Agent, the Trustee, the Borrower or the Servicer may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it (including as
set forth in Section 17.3(c)); provided that approval of such
procedures may be limited to particular notices or communications.


 


Unless the Administrative Agent
or a Funding Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of
an acknowledgment from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgment); provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.


 


(c)                                  Posting.
Each of the Borrower and the Service Providers hereby agrees that it will
provide to the Administrative Agent and each Funding Agent all information,
documents and other materials that it is obligated to furnish to such Person
pursuant to this Agreement and any other Transaction Document, including all
notices, requests, financial statements, financial and other reports,
certificates and other information materials, but excluding any such
communication that (i) relates to a request for an Advance, (ii) relates to the
payment of any principal or other amount due under this Agreement prior to the
scheduled date therefor, (iii) provides notice of any Default under this
Agreement or (iv) is required to be delivered to satisfy any condition
precedent to the effectiveness of this Agreement and/or any borrowing or


 


163

















 


other extension of credit
hereunder (all such non-excluded communications, collectively, the “Communications”),
by transmitting the Communications in an electronic/soft medium in a format
reasonably acceptable to such Person at the e-mail address of such party set
forth under its name on the signature pages hereof or at such other e-mail
address(es) provided to the Service Providers or the Borrower from time to time
or in such other form, including hard copy delivery thereof, as such Person
shall require. In addition, each of the Borrower and the Service Providers
agrees to continue to provide the Communications to such Person in the manner
specified in this Agreement or any other Transaction Document or in such other
form, including hard copy delivery thereof, as such Person shall require.
Nothing in this Section 17.3 shall prejudice the right of any party
hereto to give any notice or other communication pursuant to this Agreement or
any other Transaction Document in any other manner specified in this Agreement
or any other Transaction Document or as any such party shall require. Also,
nothing in this Section 17.3 shall be interpreted as requiring any
Borrower Group Member or the Servicer to provide copies of Leases in a manner
that would disclose Lease rentals thereon, although copies of Leases with
rental redacted, and other portfolio information may be provided.


 


Each of the Borrower and the Service
Providers further agrees that the Administrative Agent and the Funding Agents
may make the Communications available to the Lenders by posting the
Communications on Intralinks or a substantially similar electronic transmission
system (the “Platform”). The Platform is provided “as is” and “as
available.”  None of the Administrative
Agent or the Funding Agents warrant the accuracy or completeness of the
Communications, or the adequacy of the Platform and they expressly disclaim
liability for errors or omissions in the communications. No warranty of any
kind, express, implied or statutory, including, without limitation, any
warranty of merchantability, fitness for a particular purpose, non-infringement
of third party rights or freedom from viruses or other code defects, is made by
any of them in connection with the Communications or the Platform. In no event
shall any of them have any liability to the Borrower, any Service Provider, or
any of their Affiliates, any Lender or any other person for damages of any
kind, including direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising
out of any transmission of communications through the Internet, except to the
extent the liability of such person is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from such person’s gross
negligence or willful misconduct.


 


SECTION 17.4  Costs and Expenses. In addition to the
rights of indemnification granted under Section 16.1, the Borrower agrees
to pay on demand, at any time on or after the Closing Date, all costs and
expenses (other than with respect to Taxes, the indemnities for which  are set out solely in Section 6.3 of
this Agreement) in connection with the preparation, execution, delivery and
administration of this Agreement, the other Transaction Documents, and the
other documents and agreements to be delivered hereunder, and any amendments,
waivers or consents executed in connection with this Agreement and/or the other
Transaction Documents, including, without limitation, (i) the reasonable legal
fees and disbursements of Kaye Scholer LLP, counsel to the Administrative
Agent, the initial Funding Agents hereunder and the initial Lenders hereunder,
(ii) the other reasonable out-of-pocket costs and expenses of the
Administrative Agent, the Funding Agents and the Lenders (the “Credit
Parties”), including, without limitation, due diligence expenses, and
printing, reproduction, document delivery and communication costs, each as
incurred in connection with the transactions contemplated hereunder, or the
preparation,


 


164

















 


review, negotiation, execution and delivery
and/or enforcement of the Transaction Documents (but excluding legal fees and
disbursements for any counsel other than the counsel described in clause (i)
above), (iii) any amendments, waivers and consents (but not any assignments or
participation agreements) executed in connection with the Transaction
Documents, (iv) all costs and expenses, if any (including counsel fees and
expenses), of the Credit Parties, in connection with the enforcement of the
Transaction Documents, and (v) all costs and expenses (including counsel fees
and expenses) of the Collateral Agent and the Account Bank. The Borrower shall
pay all amounts under this Section 17.4 from time to time upon demand
pursuant to the Flow of Funds and after the Borrower and the Service Providers
have been furnished with reasonably detailed evidence thereof. The Borrower’s
obligations under this paragraph shall survive any termination of this
Agreement.


 


SECTION 17.5  Binding Effect; Survival. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, and the provisions of Article
VI, Article XI and Article XVI shall inure to the benefit of
the Indemnified Parties, respectively, and their respective successors and
assigns; provided, however, nothing in the foregoing shall be
deemed to authorize any assignment not permitted by Article XV. This
Agreement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms, and shall remain in full force and effect
until such time, after the Facility Termination Date when all Obligations have
been finally and fully paid and performed. The rights and remedies with respect
to any breach of any representation and warranty made by the Borrower pursuant
to Article IX and the indemnification and payment provisions of Article
VI and Article XVI and Section 17.4 shall be continuing and
shall survive any termination of this Agreement and any termination of any
member of the AerCap Group’s rights to act as a Service Provider hereunder or
under any other Transaction Document.


 


SECTION 17.6  Captions and Cross References. The
various captions (including, without limitation, the table of contents) in this
Agreement are provided solely for convenience of reference and shall not affect
the meaning or interpretation of any provision of this Agreement. Unless otherwise
indicated, references in this Agreement to any Section, Schedule or Exhibit are
to such Section of or Schedule or Exhibit to this Agreement, as the case may
be, and references in any Section, subsection, or clause to any subsection,
clause or subclause are to such subsection, clause or subclause of such
Section, subsection or clause.


 


SECTION 17.7  Severability. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


SECTION 17.8  Governing Law; Venue.


 


(a)                                  THIS
AGREEMENT SHALL IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO


 


165

















 


THE EXTENT THAT THE PERFECTION OF THE
INTERESTS OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE LENDERS IN THE
BORROWER COLLATERAL, THE PARENT COLLATERAL, OR REMEDIES HEREUNDER, IN RESPECT
THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW
YORK.


 


(b)                                 EACH
PARTY TO THIS AGREEMENT HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, LEGAL ACTION OR PROCEEDING
ARISING DIRECTLY OR INDIRECTLY UNDER OR RELATING TO THIS AGREEMENT IN ANY COURT
LOCATED IN THE BOROUGH OF MANHATTAN, CITY AND STATE OF NEW YORK AND HEREBY
FURTHER WAIVES ANY CLAIM THAT A COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY
AND STATE OF NEW YORK IS NOT A CONVENIENT FORUM FOR ANY SUCH SUIT, LEGAL ACTION
OR PROCEEDING.


 


(c)                                  EACH OF
THE BORROWER AND THE SERVICE PROVIDERS, 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
NATIONAL REGISTERED AGENTS, INC., WITH AN OFFICE ON THE DATE HEREOF AT 875 AVENUE
OF THE AMERICAS, SUITE 501, NEW YORK, NEW YORK 10001, AND EACH OF THEM HEREBY
APPOINTS NATIONAL REGISTERED AGENTS, INC. ITS DESIGNEE, APPOINTEE AND AGENT TO
RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF SUCH SERVICE OF LEGAL
PROCESS.


 


SECTION 17.9  Counterparts.


 


(a)                                  Counterparts;
Effectiveness. This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.


 


(b)                                 Electronic Execution of
Assignments. The words “execution,” “signed,” “signature,” and words of
like import in any Transaction Document shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable Requirement of Law,
including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.


 


166

















 


SECTION 17.10  WAIVER OF JURY TRIAL. EACH OF THE
PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER, THE
ADMINISTRATIVE AGENT, THE LENDERS OR ANY OTHER AFFECTED PERSON OR INDEMNIFIED
PARTY. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO
THIS AGREEMENT AND EACH SUCH OTHER TRANSACTION DOCUMENT.


 


SECTION 17.11  Third Party Beneficiary. This Agreement
shall only inure to the benefit of and be binding upon the parties hereto and
their respective successors and permitted assigns and no third party is
entitled to benefit from this Agreement or the terms hereof.


 


SECTION 17.12  No Proceedings. Each of the Service
Providers and the Collateral Agent agrees that it will not institute against
the Borrower or any Borrower Subsidiary, or join any other Person in
instituting against the Borrower or any Borrower Subsidiary, any insolvency
proceeding (namely, any proceeding of the type referred to in the definition of
Event of Bankruptcy) so long as, any Advances or other amounts due from the
Borrower hereunder shall be outstanding or there shall not have elapsed one
year plus one day since the last day on which any such Advances or other
amounts shall be outstanding. Each of the Service Providers, the Collateral
Agent, each Lender, the Administrative Agent, each Funding Agent and any assignee
or other holder of a Note hereby agrees that it will not institute against any
Other Conduit, or join any other Person in instituting against any Other
Conduit, any insolvency proceeding (namely, any proceeding of the type referred
to in the definition of Event of Bankruptcy) so long as any commercial paper or
other senior indebtedness issued by such Other Conduit, as applicable, shall be
outstanding or there shall not have elapsed one year plus one day since
the last day on which any such commercial paper or other senior indebtedness
shall be outstanding. The foregoing shall not limit such Person’s right to file
any claim in or otherwise take any action with respect to any insolvency
proceeding that was instituted by any Person other than such Person.


 


SECTION 17.13  ENTIRE AGREEMENT. THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED HEREWITH REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND THERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.


 


167

















 


SECTION 17.14  Resolution of Drafting Ambiguities.
Each of the Borrower and the Service Providers acknowledges and agrees that it
was represented by counsel in connection with the execution and delivery of the
Transaction Documents to which it is a party, that it and its counsel reviewed
and participated in the preparation and negotiation hereof and thereof and that
any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation hereof
or thereof.


 


SECTION 17.15  Confidentiality.


 


(a)                                  Unless otherwise
required by applicable law, the Borrower and the Service Providers each agrees
to maintain the confidentiality of the financial terms and conditions of this
Agreement, the other Transaction Documents and the transactions contemplated
hereby and thereby and the identity of the parties hereto, to the other
Transaction Documents and otherwise participating in such transactions; provided, that this Agreement may be
disclosed to (i) third parties to the extent such disclosure is made pursuant
to a written agreement of confidentiality in form and substance reasonably
satisfactory to the Administrative Agent and each Funding Agent, (ii) the
Borrower’s legal counsel and auditors and (iii) any Government Entity if
required by law.


 


(b)                                 Each of the Administrative Agent, each
Funding Agent, the Collateral Agent, the Account Bank (in each case, for itself
and not on behalf of any Lender or other party hereto) and each of the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates’ respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the persons to
whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have
jurisdiction over it (including the Japanese central bank, in the case of a
Lender organized under the laws of Japan, or any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable Requirements of Law or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Transaction Document or any action or
proceeding relating to this Agreement or any other Transaction Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section
17.15(b), to (i) any assignee of or participant in (and including a
Participant), or any prospective assignee of or participant in (including a
prospective Participant), any of its rights or obligations under this
Agreement, (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to the Borrower and its obligations or
(iii) any rating agency for the purpose of obtaining a credit rating applicable
to any Lender, (g) to the Borrower, any member of the AerCap Group or any of
their respective Subsidiaries or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section
17.15(b) or (y) becomes available to the Administrative Agent, any Funding
Agent, the Collateral Agent, the Account Bank, any Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than a
member of the AerCap Group, the Borrower, a Service Provider or any of their
respective Subsidiaries. For purposes of this Section, “Information” means all
information received from AerCap or any member of the AerCap Group, the
Borrower or any of their respective Subsidiaries relating to AerCap, the AerCap


 


168

















 


Group, the Borrower or any of their respective
Subsidiaries or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Funding Agent,
the Collateral Agent, the Account Bank or any Lender on a nonconfidential basis
prior to disclosure by AerCap, any member of the AerCap Group, the Borrower or
any of their respective Affiliates. Any person required to maintain the confidentiality
of Information as provided in this Section 17.15(b) shall be considered
to have complied with its obligation to do so if such person has exercised the
same degree of care to maintain the confidentiality of such Information as such
person would accord to its own confidential information.


 


SECTION 17.16  USA Patriot Act Notice. The
Administrative Agent, each Funding Agent (in each case, for itself and not on
behalf of any Lender) and each Lender hereby notifies the Borrower and AerCap
that pursuant to the requirements of the Patriot Act, such Person is required
to obtain, verify, and record information that identifies the Borrower and
AerCap, which information includes the name and address of the Borrower and
AerCap and other information that will allow such Person to identify the
Borrower and AerCap in accordance with the Patriot Act.


 


SECTION 17.17  Collateral Agent/Account Bank Notice.
To help fight the funding of terrorism and money laundering activities, the
Collateral Agent and the Account Bank will obtain, verify and record
information identifies individuals or entities that establish a relationship or
open an account with the Collateral Agent and/or Account Bank. The Collateral
Agent and Account Bank will ask for the name, address, tax identification
number and other information that will allow either of them to identify the
individual or entity who is establishing the relationship or opening the
account. The Collateral Agent and Account Bank may also ask for formation
documents such as articles of incorporation, an offering memorandum, or other
identifying documents to be provided.


 


SECTION 17.18  Collateral Agent/Account Protections.
The rights, protections and indemnities of the Collateral Agent as set forth in
the Security Trust Agreement shall be incorporated herein for the benefit of
the Collateral Agent and the Account Bank, as applicable, as though explicitly
set forth herein.


 


SECTION 17.19  Termination.


 


(a)                                  Termination.  The
Borrower may, at its option, terminate this Agreement and the other Credit
Documents (collectively, the “Termination”); provided, that:


 


(i)                                     the
Borrower has prepaid the Outstanding Principal Amount and paid all Yield
accrued thereon, all accrued Fees and all other Obligations (collectively, the “Termination
Payment”);


 


(ii)                                  the
Borrower shall have provided to the Administrative Agent and each Lender at
least five Business Days’ prior written notice of the Termination Payment and
Termination; and


 


(iii)                               either
(x) the Termination Payment and Termination shall occur
after the first anniversary of the Closing Date or (y) the Borrower shall have
paid to (1)


 


169

















 


the
Class A Funding Agent, on behalf of the Class A Lenders, a fee equal to the
aggregate Class A Commitment Fees that, but for the occurrence of the
Termination, would have been payable under the Fee Letter with respect to the
period commencing on the date of the Termination and ending on the first
anniversary of the Closing Date (such Class A Commitment Fees to be calculated
assuming that the Outstanding Class A Principal Amount shall be zero during
such period) and (2) the Class B Funding Agent, on behalf of the Class B
Lenders, a fee equal to the aggregate Class B Commitment Fees that, but for the
occurrence of the Termination, would have been payable under the Fee Letter
with respect to the period commencing on the date of the Termination and ending
on the first anniversary of the Closing Date (such Class B Commitment Fees to
be calculated assuming that the Outstanding Class B Principal Amount shall be
zero during such period).


 


 


[Signature
pages to follow.]


 


170

















 


IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their respective officers thereunto
duly authorized as of the day and year first above written.


 


	
   

  	
  AERFUNDING 1 LIMITED, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AerFunding 1 Limited

  
	
   

  	
  Clarendon House

  
	
   

  	
  2 Church Street

  
	
   

  	
  Hamilton, HM 11

  
	
   

  	
  Bermuda 

  
	
   

  	
  Facsimile No.: 
  441-292-4720 / 295-1861

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  AerCap Administrative Services Limited

  
	
   

  	
  AerCap House

  
	
   

  	
  Shannon

  
	
   

  	
  Ireland

  
	
   

  	
  Attention: Company Secretary 

  
	
   

  	
  Facsimile No.: 
  +353 61 723850

  



 


 


[Credit Agreement]


 

















 


	
   

  	
  AERCAP IRELAND LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AerCap Ireland Limited

  
	
   

  	
  AerCap House

  
	
   

  	
  Shannon

  
	
   

  	
  Ireland

  
	
   

  	
  Attention: Company Secretary

  
	
   

  	
  Facsimile No.: 
  +353 61 723850

  
	
   

  	
   

  
	
   

  	
  AERCAP ADMINISTRATIVE SERVICES 

  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AerCap Administrative Services Limited

  
	
   

  	
   

  
	
   

  	
  AerCap House

  
	
   

  	
  Shannon

  
	
   

  	
  Ireland

  
	
   

  	
  Attention: Company Secretary

  
	
   

  	
  Facsimile No.: 
  +353 61 723850

  
	
   

  	
   

  
	
   

  	
  AERCAP CASH MANAGER II LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AerCap Cash Manager II Limited

  
	
   

  	
  AerCap House

  
	
   

  	
  Shannon

  
	
   

  	
  Ireland

  
	
   

  	
  Attention: Company Secretary

  
	
   

  	
  Facsimile No.: 
  +353 61 723850

  



 


 


[Credit
Agreement]


 

















 


	
   

  	
  UBS SECURITIES LLC, as Administrative Agent

  
	
   

  	
  and as UBS Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1285 Avenue of the Americas - 11th Floor

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Prakash Wadhwani

  
	
   

  	
  Telephone No.: 212-713-3983 

  
	
   

  	
  Facsimile No.: 
  212-713-7999

  
	
   

  	
  e-mail: 
  Prakash.Wadhwani@ubs.com

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  1285 Avenue of the Americas - 11th Floor 

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Kathy Pringle

  
	
   

  	
  Telephone No.: 212-713-9750

  
	
   

  	
  e-mail: 
  Kathy-K.Pringle@ubs.com

  
	
   

  	
   

  
	
   

  	
  with a further copy to:

  
	
   

  	
   

  
	
   

  	
  677 Washington Blvd., 6th floor tower

  
	
   

  	
  Stamford, CT 
  06901

  
	
   

  	
  Attention: Marc Ferrante

  
	
   

  	
  Telephone No.: 203-719-1251

  
	
   

  	
  e-mail: 
  DL-RESIFUNDING@ubs.com

  



 


 


[Credit
Agreement]


 

















 


	
   

  	
  UBS REAL ESTATE SECURITIES INC., as a

  
	
   

  	
  UBS Non-Conduit Lender, a Class A Lender and a
  

  
	
   

  	
  Class B Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Class A Non-Conduit Lender Commitment: 

  
	
   

  	
   

  	
  $675,000,000

  
	
   

  	
   

  	
   

  
	
   

  	
  Class B Non-Conduit Lender Commitment: 

  
	
   

  	
   

  	
  $135,000,000

  
	
   

  	
   

  
	
   

  	
  1285 Avenue of the Americas - 11th Floor

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Prakash Wadhwani

  
	
   

  	
  Telephone No.: 212-713-3983

  
	
   

  	
  Facsimile No.: 
  212-713-7999

  
	
   

  	
  e-mail: 
  Prakash.Wadhwani@ubs.com

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  1285 Avenue of the Americas - 11th Floor

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Kathy Pringle

  
	
   

  	
  Telephone No.: 212-713-9750

  
	
   

  	
  e-mail: 
  Kathy-K.Pringle@ubs.com

  
	
   

  	
   

  
	
   

  	
  with a further copy to:

  
	
   

  	
   

  
	
   

  	
  677 Washington Blvd., 6th floor tower

  
	
   

  	
  Stamford, CT 
  06901

  
	
   

  	
  Attention: Marc Ferrante

  
	
   

  	
  Telephone No.: 203-719-1251

  
	
   

  	
  e-mail: 
  DL-RESIFUNDING@ubs.com

  



 


 


[Credit
Agreement]


 

















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY 

  
	
   

  	
  AMERICAS, as Collateral Agent and as Account

  
	
   

  	
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  60 Wall Street - 26th Floor

  
	
   

  	
  New York, NY 10005

  
	
   

  	
  Attention:

  	
  Trust and Securities/Structured Finance

  
	
   

  	
   

  	
  Services

  
	
   

  	
  Facsimile No.: 
  1-212-553-2458

  
						



 


 


[Credit
Agreement]


 














 


	
   

  	
  THE TOKYO
  STAR BANK, LIMITED, as a

  
	
   

  	
  Class A
  Lender and UBS Non-Conduit Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Tomomi
  Kihara

  
	
   

  	
   

  	
  Title:
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Class A
  Non-Conduit Lender Commitment:

  
	
   

  	
   

  	
  $30,000,000

  
	
   

  	
   

  	
   

  
	
   

  	
  1-6-16,
  Akasaka, Minato-ku

  
	
   

  	
  Tokyo 107-8480

  
	
   

  	
  JAPAN

  
	
   

  	
  Attention:
  Tomomi Kihara

  
	
   

  	
  Telephone
  No.: +81-3-3224-2986

  
	
   

  	
  Facsimile
  No.: +81-3-3224-6210

  



 


[Credit Agreement]


 

















 


	
   

  	
  AOZORA BANK,
  LTD., as a

  
	
   

  	
  Class A
  Lender, a Class B Lender and a

  
	
   

  	
  UBS
  Non-Conduit Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Class A
  Non-Conduit Lender Commitment:

  
	
   

  	
   

  	
  $50,000,000

  
	
   

  	
   

  
	
   

  	
  Class B
  Non-Conduit Lender Commitment:

  
	
   

  	
   

  	
  $25,000,000

  
	
   

  	
   

  
	
   

  	
  3-1,
  Kudan-minami 1-chome, Chiyoda-ku

  
	
   

  	
  Tokyo
  102-8660

  
	
   

  	
  JAPAN

  
	
   

  	
  Attention:

  	
  Hajime
  Nemoto, Structured Credit and

  
	
   

  	
   

  	
  Investment
  Division

  
	
   

  	
  Telephone
  No.:

  	
  +81-3-5212-9413

  
	
   

  	
  Facsimile
  No.:

  	
  +81-3-3263-9872

  
						



 


[Credit Agreement]


 

















 


	
   

  	
  NEWSTAR
  FINANCIAL, INC., as a

  
	
   

  	
  Class B
  Lender and UBS Non-Conduit Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Class B
  Non-Conduit Lender Commitment:

  
	
   

  	
   

  	
  $10,000,000

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telephone
  No.:

  	
   

  	
   

  
	
   

  	
  Facsimile
  No.:

  	
   

  	
   

  
					



 


[Credit Agreement]


 

















 


	
   

  	
  KfW, as a

  
	
   

  	
  Class A
  Lender and UBS Non-Conduit Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Class A
  Non-Conduit Lender Commitment:

  
	
   

  	
   

  	
  $75,000,000

  
	
   

  	
   

  	
   

  
	
   

  	
  KfW IPEX
  Bank

  
	
   

  	
  Palmengartenstrasse
  5-9

  
	
   

  	
  60325
  Frankfurt am Main

  
	
   

  	
  GERMANY

  
	
   

  	
  Attention:
  Torsten Osterloh / X2b

  
	
   

  	
  Telephone
  No.: +49 69 7431 2457

  
	
   

  	
  Facsimile
  No.: +49 69 7431 3767

  



 


[Credit Agreement]


 

















 


Appendix I 


 


Portfolio
Limitations and Eligible Aircraft


 


TABLE 1 


 


	
  Aircraft Type

  	
   

  	
  Category

  	
   

  	
  Maximum Aircraft

  Type Concentration

  Percentage*

  	
   

  	
  Maximum Age

  (in months)*

  	
   

  
	
  A319-100

  	
   

  	
  1

  	
   

  	
  75

  	
  %

  	
  96-120

  	
   

  
	
  A320-200 (A1 Engine)

  	
   

  	
  2

  	
   

  	
  25

  	
  %

  	
  120-189

  	
   

  
	
  A320-200 (Non A1 Engine) ***

  	
   

  	
  1

  	
   

  	
  75

  	
  %

  	
  96-120

  	
   

  
	
  A321-200

  	
   

  	
  1

  	
   

  	
  25%-35

  	
  %

  	
  96-120

  	
   

  
	
  B737-300

  	
   

  	
  2

  	
   

  	
  20-35

  	
  %

  	
  144-189

  	
   

  
	
  B737-300F

  	
   

  	
  2

  	
   

  	
  20-35

  	
  %

  	
  60-84

  	
  **

  
	
  B737-400

  	
   

  	
  2

  	
   

  	
  20-35

  	
  %

  	
  144-189

  	
   

  
	
  B737-400F

  	
   

  	
  2

  	
   

  	
  20-35

  	
  %

  	
  60-84

  	
  **

  
	
  B737-500

  	
   

  	
  3

  	
   

  	
  20-35

  	
  %

  	
  144-180

  	
   

  
	
  B737-700

  	
   

  	
  1

  	
   

  	
  75

  	
  %

  	
  96-120

  	
   

  
	
  B737-800

  	
   

  	
  1

  	
   

  	
  75

  	
  %

  	
  96-120

  	
   

  
	
  B747-400F

  	
   

  	
  2

  	
   

  	
  10-15

  	
  %

  	
  60-84

  	
  *

  
	
  B757-200Pax

  	
   

  	
  3

  	
   

  	
  10-20

  	
  %

  	
  144-180

  	
   

  
	
  B757-200F

  	
   

  	
  2

  	
   

  	
  20-30

  	
  %

  	
  60-84 

  	
  **

  
	
  B767-300ER

  	
   

  	
  3

  	
   

  	
  15%-20

  	
  %

  	
  144-180

  	
   

  
	
  B777-200ER

  	
   

  	
  2

  	
   

  	
  25

  	
  %

  	
  96-120

  	
   

  
	
  B777-300ER

  	
   

  	
  2

  	
   

  	
  25

  	
  %

  	
  96-120

  	
   

  
	
  A330-200

  	
   

  	
  2

  	
   

  	
  15

  	
  %

  	
  96-144

  	
   

  
	
  A330-300

  	
   

  	
  3

  	
   

  	
  5-10

  	
  %

  	
  96-144

  	
   

  
	
  MD-11F

  	
   

  	
  3

  	
   

  	
  10-15

  	
  %

  	
  60-84 

  	
  **

  



 






*                                         Ranges are listed due to their relevance
to Advance Rate Adjustment provisions


**                                  Aircraft Age from Freighter Conversion
Effective Date


***                           A320-200
(Non A1 Engine) older than 120 months of age shall be treated thereafter as an
A320-200 (A1 Engine)


 


A-1-1

















 


Base Advance Rates:


 


TABLE 2 


 


	
  Aircraft Type

  	
   

  	
  Category

  	
   

  	
  Class A

  Advance

  Rate if

  Critical

  Mass

  does not

  exist

  	
   

  	
  Class A

  Advance

  Rate

  while

  Critical

  Mass

  exists

  	
   

  	
  Class B

  Advance

  Rate is

  Critical

  Mass

  does not

  exist

  	
   

  	
  Class B

  Advance

  Rate

  while

  Critical

  Mass

  exists

  	
   

  
	
  A319-100

  	
   

  	
  1

  	
   

  	
  63.6

  	
  %

  	
  68.6

  	
  %

  	
  74.0

  	
  %

  	
  79.0

  	
  %

  
	
  A320-200 (A1 Engine)

  	
   

  	
  2

  	
   

  	
  58.6

  	
  %

  	
  63.6

  	
  %

  	
  69.0

  	
  %

  	
  74.0

  	
  %

  
	
  A320-200 (Non A1 Engine) ***

  	
   

  	
  1

  	
   

  	
  63.6

  	
  %

  	
  68.6

  	
  %

  	
  74.0

  	
  %

  	
  79.0

  	
  %

  
	
  A321-200

  	
   

  	
  1

  	
   

  	
  63.6

  	
  %

  	
  68.6

  	
  %

  	
  74.0

  	
  %

  	
  79.0

  	
  %

  
	
  B737-300

  	
   

  	
  2

  	
   

  	
  58.6

  	
  %

  	
  63.6

  	
  %

  	
  69.0

  	
  %

  	
  74.0

  	
  %

  
	
  B737-300F

  	
   

  	
  2

  	
   

  	
  58.6

  	
  %

  	
  63.6

  	
  %

  	
  69.0

  	
  %

  	
  74.0

  	
  %

  
	
  B737-400

  	
   

  	
  2

  	
   

  	
  58.6

  	
  %

  	
  63.6

  	
  %

  	
  69.0

  	
  %

  	
  74.0

  	
  %

  
	
  B737-400F

  	
   

  	
  2

  	
   

  	
  58.6

  	
  %

  	
  63.6

  	
  %

  	
  69.0

  	
  %

  	
  74.0

  	
  %

  
	
  B737-500

  	
   

  	
  3

  	
   

  	
  52.6

  	
  %

  	
  57.6

  	
  %

  	
  63.0

  	
  %

  	
  68.0

  	
  %

  
	
  B737-700

  	
   

  	
  1

  	
   

  	
  64.6

  	
  %

  	
  69.6

  	
  %

  	
  75.0

  	
  %

  	
  80.0

  	
  %

  
	
  B737-800

  	
   

  	
  1

  	
   

  	
  64.6

  	
  %

  	
  69.6

  	
  %

  	
  75.0

  	
  %

  	
  80.0

  	
  %

  
	
  B747-400F

  	
   

  	
  2

  	
   

  	
  59.6

  	
  %

  	
  64.6

  	
  %

  	
  70.0

  	
  %

  	
  75.0

  	
  %

  
	
  B757-200Pax

  	
   

  	
  3

  	
   

  	
  53.6

  	
  %

  	
  58.6

  	
  %

  	
  64.0

  	
  %

  	
  69.0

  	
  %

  
	
  B757-200F

  	
   

  	
  2

  	
   

  	
  61.6

  	
  %

  	
  66.6

  	
  %

  	
  72.0

  	
  %

  	
  77.0

  	
  %

  
	
  B767-300ER

  	
   

  	
  3

  	
   

  	
  52.6

  	
  %

  	
  57.6

  	
  %

  	
  63.0

  	
  %

  	
  68.0

  	
  %

  
	
  B777-200ER

  	
   

  	
  2

  	
   

  	
  59.6

  	
  %

  	
  64.6

  	
  %

  	
  70.0

  	
  %

  	
  75.0

  	
  %

  
	
  B777-300ER

  	
   

  	
  2

  	
   

  	
  59.6

  	
  %

  	
  64.6

  	
  %

  	
  70.0

  	
  %

  	
  75.0

  	
  %

  
	
  A330-200

  	
   

  	
  2

  	
   

  	
  57.6

  	
  %

  	
  62.6

  	
  %

  	
  68.0

  	
  %

  	
  73.0

  	
  %

  
	
  A330-300

  	
   

  	
  3

  	
   

  	
  50.6

  	
  %

  	
  55.6

  	
  %

  	
  61.0

  	
  %

  	
  66.0

  	
  %

  
	
  MD-11F

  	
   

  	
  3

  	
   

  	
  50.6

  	
  %

  	
  55.6

  	
  %

  	
  61.0

  	
  %

  	
  66.0

  	
  %

  



 






*** see previous page legend


 


[continues next page]


 


A-1-2

















 


Geographical
Diversification:


 


Country Concentration Limits 


 


	
  Country

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  United States

  	
   

  	
  30%

  	
   

  
	
  United Kingdom

  	
   

  	
  30%

  	
   

  
	
  Countries rated BBB/Baa2 (or the
  equivalent) or better (1)

  	
   

  	
  20%

  	
   

  
	
  India

  	
   

  	
  15 — 20% (2)

  	
   

  
	
  Other

  	
   

  	
  15%

  	
   

  



 


Region Concentration Limits 


 


	
  Region

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Any Developed Market Region (3)

  	
   

  	
  50%

  	
   

  
	
  Any Emerging Market Region other than Asia
  (3)

  	
   

  	
  35%

  	
   

  
	
  Emerging Market Asia (3)

  	
   

  	
  45%

  	
   

  
	
  Other (3)

  	
   

  	
  20% (4)

  	
   

  
	
  Asia/Pacific (3)

  	
   

  	
  55%

  	
   

  



 






(1)   Based on the sovereign foreign
currency debt rating assigned by the rating agencies to the country in which a
Lessee is domiciled at the time the relevant lease is executed


 


(2)   Up to a Facility Limit
Percentage of 15% if Aircraft are under lease to only one Lessee or any of its
Affiliates (“Lessee Group”) domiciled in India; up to 20% if Aircraft are under
lease to more than one Lessee Group domiciled in India, so long as a single
Lessee Group domiciled in India does not account for a Facility Limit
Percentage of more than 15% of the aggregate Aircraft so leased to Lessee
Groups domiciled in India


 


(3)   The designations of Emerging
Markets and Developed Markets are as determined and published by Morgan Stanley
Capital International (or such other information source as shall be acceptable
to the Administrative Agent) from time to time based on, among other things,
gross domestic product levels, regulation of foreign ownership of assets,
applicable regulatory environment, exchange controls and perceived investment
risk. The current designations are set out below:


 


	
  Region

  	
   

  	
  Country

  
	
   

  	
   

  	
   

  
	
  Developed Markets

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Europe

  	
   

  	
  EU (except Greece, Luxembourg, Czech
  Republic, Hungary, Poland, Cyprus, Estonia, Latvia, Lithuania, Malta, Slovakia
  and Slovenia), Norway and Switzerland

  
	
   

  	
   

  	
   

  
	
  North America

  	
   

  	
  Canada and United States

  



 


A-1-3

















 


	
  Pacific

  	
  Australia, Hong Kong, Japan, New Zealand
  and Singapore

  



 


A-1-4

















 


	
  Region

  	
   

  	
  Country

  
	
   

  	
   

  	
   

  
	
  Emerging Markets

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Asia

  	
   

  	
  China, India, Indonesia, South Korea,
  Malaysia, Pakistan, Philippines, Sri Lanka, Taiwan and Thailand 

  
	
   

  	
   

  	
   

  
	
  Europe and Middle
  East

  	
   

  	
  Czech Republic, Greece, Hungary, Israel,
  Jordan, Poland, Russia, Turkey, Cyprus, Estonia, Latvia, Lithuania, Malta,
  Slovakia and Slovenia

  
	
   

  	
   

  	
   

  
	
  Latin America

  	
   

  	
  Argentina, Brazil, Chile, Colombia,
  Mexico, Peru and Venezuela

  
	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  All other countries (generally those that
  have small or underdeveloped capital markets)

  



 






(4)   In addition, within the “Other” designation,
no more than 5% shall be leased to Lessees or Affiliates thereof domiciled in
“Other” countries in Africa.


 


A-1-5

















 


EXHIBIT A


 


Form
of Advance Request


 


[See
attached]


 


A-1-1


 

















 


EXHIBIT B


 


FORM OF NOTE


 


[See attached]


 


B-1

















 


EXHIBIT
C


 


Form of Assignment and Assumption


 


[See attached]


 


C-1

















 


ASSIGNMENT AND
ASSUMPTION

(Class [     ] Advances)


 


This Assignment and Assumption (Class
[    ] Advances)(this “Assignment and Assumption”)
is dated as of the Effective Date set forth below and is entered into by and
between [             ],
in its capacity as a Lender under the Credit Agreement identified below (as
amended, the “Credit Agreement”) (such Lender, the “Assignor”),
and [              ]
(the “Assignee”). Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement, receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”)
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration, the Assignor
hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date (i) all of the Assignor’s rights and obligations in its capacity
as a Class [   ] Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to
the amounts and percentage interests identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right
of the Assignor (in its capacity as a Lender) against any Person, whether known
or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity, in each
case, solely to the extent related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the “Assigned Interest”). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty of any kind,
whether express or implied, by the Assignor. 


 


	
  (a)

  	
  Assignor:

  	
   

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Assignee:

  	
   

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Borrower:

  	
  AerFunding 1 Limited

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Administrative Agent:

  	
  UBS Securities LLC, as the administrative agent under the
  Credit Agreement

  
	
   

  	
   

  	
   

  
	
  (e)

  	
  Funding Agent

  	
   

  
	
  with respect to loans being assigned:

  	
   

  	
  , as the funding agent for the [       ] Funding Group
  under 

  
	
   

  	
   

  	
  the Credit Agreement

  



 


C-2

















 


	
  (f)

  	
  Collateral Agent:

  	
  Deutsche Bank Trust Company
  Americas 

  
	
   

  	
   

  	
   

  
	
  (g) 

  	
  Credit Agreement: 

  	
  That certain Amended and Restated Credit Agreement dated as
  of May 8, 2007 by and among AerFunding 1 Limited as Borrower, AerCap Ireland
  Limited as  Servicer, the Other Service
  Providers party thereto, UBS  Real
  Estate Securities Inc. (“UBSRESI”) and other financial institutions named
  therein (or that become  parties
  thereto), as Class A Lenders, UBSRESI, and other financial institutions named
  therein  (or that become parties
  thereto), as Class B Lenders, UBS Securities LLC as the Administrative Agent
  and as UBS Funding Agent, the other funding agents named therein, and the
  Collateral Agent. 

  
	
   

  	
   

  	
   

  
	
  (h) 

  	
  Assignee Notice 

  	
  [                       ]
  

  
	
   

  	
  Information 

  	
   

  
	
   

  	
   

  	
   

  
	
  (i)

  	
  Assigned Interest:

  	
   

  



 


	
  Class of

  Advances and

  commitments

  assigned

  	
   

  	
  Amount of

  Non-Conduit

  Lender

  Commitment

  of          (1)

  	
   

  	
  Amount of

  Non-Conduit

  Lender

  Commitment

  of        (2)

  assigned

  	
   

  	
  Percentage of

  Non-Conduit

  Lender

  Commitment

  of        (3)

  assigned

  	
   

  	
  Amount of

  Advances of

          (4)

  	
   

  	
  Amount of

  Advances of

            (5)

  assigned

  	
   

  	
  Percentage

  of Advances

  of          (6)

  assigned

  	
   

  
	
  [Class A/Class B]

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
       .   

  	
  %

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
       .   

  	
  %

  
																		



 






(1)           Applicable A Lender or B Lender.


(2)           Applicable A Lender or B Lender.


(3)           Applicable A Lender or B Lender.


(4)           Applicable A Lender or B Lender.


(5)           Applicable A Lender or B Lender.


(6)           Applicable A Lender or B Lender.


 


C-3

















 


 


Effective Date:
                                    ,
20


 


The terms set forth in this Assignment and
Assumption are hereby agreed to:


 


	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


C-4

















 


	
  Consented to and Accepted:

  	
   

  
	
   

  	
   

  
	
  [NAME OF RELEVANT PARTY], as

  	
   

  
	
  Funding Agent

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


C-5

















 


ANNEX
1 to

Assignment and Assumption 


 


STANDARD TERMS AND
CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

(AerFunding 1 Limited Credit Agreement)


 


1. Representations and Warranties.


 


1.1           Assignor.   The Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance
or other adverse claim created by the Assignor and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby, including providing prior notice of the assignment contemplated by this
Assignment and Assumption to the Borrower; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Transaction Document, (ii)
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Transaction Documents or any collateral thereunder, (iii) the
financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Transaction Document or (iv) the
performance or observance by the Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Transaction Document.


 


1.2           Assignee.   The Assignee (a) represents
and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, [(ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement),](7) (iii) from and after the Effective Date, it
shall be bound by the provisions of the Credit Agreement, including the
requirements concerning confidentiality and indemnification, as a Lender and a
[        ] Non-Conduit Lender
thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is a Qualifying Lender as of the
Effective Date, and it will notify the Borrower reasonably promptly after it
becomes aware that it is no longer a Qualifying Lender, (v) it has received a
copy of the Credit Agreement and the other Transaction Documents, together with
copies of such financial statements and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent, any Funding Agent, the Assignor
or any other Lender, and (vi) attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by the


 






(7)           Delete
if an Event of Default has occurred.


1

















Assignee(8); and (b) agrees that
(i) it will, independently and without reliance on the Administrative Agent,
any Funding Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the
Transaction Documents, and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Transaction Documents are
required to be performed by it as a Lender. Without limiting any other
provision of this Assignment and Assumption, the Assignee hereby agrees to be
bound by and to abide by the provisions of Section 15.5 of the Credit
Agreement. 


 


2. Payments.


 


From and after the Effective
Date, the [          ]
Funding Agent shall transfer all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts), to the
extent such payments are received by the Class A Funding Agent from the
Collateral Agent pursuant to Section 8.1(e) of the Credit Agreement, to the
Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective
Date. 


 


3. General Provisions.


 


This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION
SHALL IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.


 






(8)           Including, without limitation, if the
Assignee is legally entitled to so deliver, any form or information prescribed
by applicable Requirements of Law as a basis for claiming exemption from or a
reduction in withholding tax duly completed together with such supplementary documentation
as may be prescribed by any applicable Requirement of Law to permit the
Borrower or any applicable Funding Agent to determine the withholding or
deduction required to be made.


 


2

















 


EXHIBIT D


 


Form
of Quarterly Report


 


[See
attached]


 


D-1

















 


EXHIBIT E


 


[Reserved]


 


E-1

















 


EXHIBIT F


 


[Reserved]


 


F-1

















 


EXHIBIT
G


 


Form of Servicing Agreement


 


[See attached]


 


G-1


 

















 


EXHIBIT H


 


Form of Monthly
Report


 


[See attached]


 


H-1

















 


EXHIBIT
I


 


Form of Security Trust Agreement


 


[See attached]


 


I-1

















 


EXHIBIT
J


 


Form of Participation Agreement


 


[See attached]


 


J-1

















 


EXHIBIT
K


Forms of Opinion of
Counsel


 


to Borrower Group/AerCap


 


K-1

















 


EXHIBIT L


 


Forms
of Opinion of Counsel


 


To
Administrative Agent/Lenders


 


L-1

















 


EXHIBIT
M


 


Form of AerCap-Borrower Purchase Agreement


 


[See attached]


 


M-1

















 


EXHIBIT N


 


Form of Syndication Cooperation Agreement


 


[See attached]


 


N-1

















 


EXHIBIT
O


 


AerFunding
1 Limited Hedging Policy

As Of April 26, 2006 


 


Hedging Methods/Objectives


 


•      The Borrower will use interest rate derivatives to hedge the
interest rate risk (“Exposure”) arising from the mis-match between its fixed
and floating rate lease assets, cash balances held in the Liquidity Reserve
Account, and Advances provided through this Credit Agreement. 


 


Strategy


 


•      The Exposure will be calculated based on the current and
projected outstanding principal balances of Advances, the Borrower’s existing
interest rate derivatives portfolio, the Borrower’s cash balances held in the
Liquidity Reserve Account, and the maturity profile of the Borrower’s Lease
portfolio.


 


•      At least 70% of the Exposure (the “Hedge Requirement”) will
be hedged through the use of Eligible Hedge Agreements.


 


•      If any Eligible Hedge Agreement constituting interest rate
caps are used, the spread above the then “at-the-money” strike rate shall not
exceed 1.50%. Eligible Hedge Agreements constituting interest rate swaps will
require the Borrower to pay a fixed rate and receive a monthly floating rate,
against the notional amount stated therein.


 


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


 


•      On behalf of the Borrower, the Cash Manager will be obligated
to assist the Borrower in implementing and maintaining the Hedging Policy,
pursuant to the terms of the Cash Management Agreement and in compliance with
this Credit Agreement.


 


Modification


 


If the Borrower desires to amend the Hedging
Policy, it may present the proposed change in or replacement Hedging Policy to
the Administrative Agent. The Administrative Agent must approve the proposed
change or replacement in order for it to be adopted and become the Hedging
Policy hereunder. Any proposed modification not so approved shall not be given
effect, and the existing current Hedging Policy shall continue as the Hedging
Policy for purposes of the Credit Agreement.


 


O-1

















 


SCHEDULE I


 


List of Aircraft


 


[See attached]


 


I-1

















 


SCHEDULE II


 


List of
Aircraft Owning Entities, the Aircraft Owned

by Such Aircraft Owning Entities and the associated

Owner Participants and Owner Trustees


 


[See attached]


 


II-1

















 


SCHEDULE III


 


List of Leases


 


[See attached]


 


III-1

















 


SCHEDULE IV


 


Approved
Country List 


 


All countries that are members of the European
Union


 


Argentina

Aruba

Azerbaijan

Australia

Brazil

Canada

Chile

China

Colombia

Costa Rica

Egypt

El Salvador

Ethiopia

Guatemala

Hong Kong

Iceland

India

Indonesia

Israel

Jamaica

Japan

Jordan

Kazakstan

Korea

Macau

Malaysia

Malta


 


 


IV-1

















 


	
  Mauritius

  
	
  Mexico

  
	
  New Zealand

  
	
  Nigeria

  
	
  Norway

  
	
  Pakistan

  
	
  Panama

  
	
  Peru

  
	
  Philippines

  
	
  Qatar

  
	
  Russia (provided that the Aircraft is not
  registered in Russia, i.e. applicable Lessee is domiciled or organized under the laws of
  Russia)

  
	
  Singapore

  
	
  South Africa

  
	
  Sri Lanka

  
	
  Switzerland

  
	
  Taiwan

  
	
  Thailand

  
	
  Trinidad & Tobago

  
	
  Turkey

  
	
  Ukraine

  
	
  USA

  
	
  Vietnam

  



 


In
addition, countries ratifying/acceding to the Cape Town Convention are included
as provided in clause (c) of the definition of Approved Country List.


 


 


IV-2

















 


SCHEDULE V


 


[Reserved]


 


 


V-1

















 


 


SCHEDULE VI


 


Account Details


 


	
  Deutsche Bank Trust Company Americas

  	
  Borrower Funding Account

  
	
  60 Wall Street - 26th Floor

  	
  Account Number: 51948

  
	
  New York, NY 10005

  	
  Account Name: AERFUNDING 1 LTD

  
	
  ABA: 021001033

  	
  BORROWER FDG

  
	
   

  	
   

  
	
   

  	
  Collection DDA Account

  
	
   

  	
  Account Number: 01-474-339

  
	
   

  	
  Account Name:

  
	
   

  	
   

  
	
   

  	
  Collection Trust Account

  
	
   

  	
  Account Number: 51944

  
	
   

  	
  Account Name: AERFUNDING 1 LTD

  
	
   

  	
  COLLECTIONS

  
	
   

  	
   

  
	
   

  	
  Liquidity Reserve Account

  
	
   

  	
  Account Number: 51949

  
	
   

  	
  Account Name: AERFUNDING 1 LTD

  
	
   

  	
  LIQUIDITY RES

  
	
   

  	
   

  
	
   

  	
  Maintenance Reserve Trust Account

  
	
   

  	
  Account Number: 51945

  
	
   

  	
  Account Name: AERFUNDING 1 LTD

  
	
   

  	
  MAINT RESERVE

  
	
   

  	
   

  
	
   

  	
  Maintenance Reserve DDA Account

  
	
   

  	
  Account Number: 01474611

  
	
   

  	
  Account Name: DBTCA as Collateral Agent

  
	
   

  	
  for AerFunding 1 Ltd., Maintenance

  
	
   

  	
  Reserve Account

  
	
   

  	
   

  
	
   

  	
  Security Deposit Account

  
	
   

  	
  Account Number: 51946

  
	
   

  	
  Account Name: AERFUNDING 1 LTD

  
	
   

  	
  SECURITY DEP

  
	
   

  	
   

  
	
  [Hong Kong Account Bank]

  	
  Hong Kong Holding Account

  
	
   

  	
  Account Number:

  
	
   

  	
  Account Name:

  
	
   

  	
   

  
	
  [Irish Bank]

  	
  Irish VAT Refund Account

  
	
   

  	
  Account Number:

  
	
   

  	
  Account Name:

  



 


 


VI-1

















 


 


	
  [London Account Bank]

  	
  London Holding Account

  
	
   

  	
  Account Number

  
	
   

  	
  Account Name:

  



 


Non-Trustee Accounts


 


	
  Name and Address of Bank

  	
   

  	
  Account Number

  	
   

  
	
  N/A

  	
   

  	
  N/A

  	
   

  



 


 


VI-2

















 


SCHEDULE VII


 


[Reserved]


 


VII-1

















 


SCHEDULE
VIII


 


Capitalization and Subsidiaries


 


[See attached]


 


VIII-1

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1

  	
   

  	
  Defined
  Terms

  	
   

  	
  2

  
	
   

  	
  SECTION 1.2

  	
   

  	
  Other
  Definitional Provisions

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II
  THE FACILITY, ADVANCE PROCEDURES AND NOTES

  	
   

  	
  56

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1

  	
   

  	
  Facility

  	
   

  	
  56

  
	
   

  	
  SECTION 2.2

  	
   

  	
  Advance
  Procedures

  	
   

  	
  59

  
	
   

  	
  SECTION 2.3

  	
   

  	
  Funding

  	
   

  	
  61

  
	
   

  	
  SECTION 2.4

  	
   

  	
  Representation
  and Warranty

  	
   

  	
  65

  
	
   

  	
  SECTION 2.5

  	
   

  	
  Notes

  	
   

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III
  YIELD, FEES, ETC

  	
   

  	
  67

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.1

  	
   

  	
  Yield

  	
   

  	
  67

  
	
   

  	
  SECTION 3.2

  	
   

  	
  Yield
  Payment Dates

  	
   

  	
  67

  
	
   

  	
  SECTION 3.3

  	
   

  	
  [Reserved]

  	
   

  	
  67

  
	
   

  	
  SECTION 3.4

  	
   

  	
  Fees

  	
   

  	
  67

  
	
   

  	
  SECTION 3.5

  	
   

  	
  Computation
  of Yield

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  REPAYMENTS, PREPAYMENTS AND PAYMENTS

  	
   

  	
  68

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.1

  	
   

  	
  Required
  Principal Repayments

  	
   

  	
  68

  
	
   

  	
  SECTION 4.2

  	
   

  	
  Principal
  Prepayments

  	
   

  	
  68

  
	
   

  	
  SECTION 4.3

  	
   

  	
  Payments
  Generally

  	
   

  	
  69

  
	
   

  	
  SECTION 4.4

  	
   

  	
  Sharing of
  Set-Off

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  LIQUIDITY RESERVE

  	
   

  	
  70

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1

  	
   

  	
  Establishment
  of Liquidity Reserve Account

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
  INCREASED COSTS, ETC

  	
   

  	
  73

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.1

  	
   

  	
  Illegality

  	
   

  	
  73

  
	
   

  	
  SECTION 6.2

  	
   

  	
  Increased
  Costs

  	
   

  	
  73

  
	
   

  	
  SECTION 6.3

  	
   

  	
  Taxes

  	
   

  	
  75

  
	
   

  	
  SECTION 6.4

  	
   

  	
  Indemnity
  Regarding Breakage Costs

  	
   

  	
  77

  
	
   

  	
  SECTION 6.5

  	
   

  	
  Notice of
  Amounts Payable

  	
   

  	
  78

  
	
   

  	
  SECTION 6.6

  	
   

  	
  Mitigation
  Obligations; Replacement

  	
   

  	
  78

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII
  CONDITIONS PRECEDENT

  	
   

  	
  79

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.1  A

  	
   

  	
  Conditions
  to Effectiveness

  	
   

  	
  79

  
	
   

  	
  SECTION 7.1  B

  	
   

  	
  Conditions
  to Release of Initial Advances

  	
   

  	
  81

  
	
   

  	
  SECTION 7.2

  	
   

  	
  Additional
  Advances

  	
   

  	
  81

  
	
   

  	
  SECTION 7.3

  	
   

  	
  Improvement
  Advances

  	
   

  	
  88

  
	
   

  	
  SECTION 7.4

  	
   

  	
  Critical
  Mass Event Advance; Increased Availability Advance

  	
   

  	
  89

  
	
   

  	
  SECTION 7.5

  	
   

  	
  All Advances

  	
   

  	
  89

  



 


 


VIII-i

















 


	
  ARTICLE VIII
  ADMINISTRATION AND SERVICING OF AIRCRAFT AND LEASES

  	
   

  	
  90

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.1

  	
   

  	
  Collection
  Procedures

  	
   

  	
  90

  
	
   

  	
  SECTION 8.2

  	
   

  	
  Investments

  	
   

  	
  99

  
	
   

  	
  SECTION 8.3

  	
   

  	
  Covenants,
  Representations and Warranties of Service Providers

  	
   

  	
  100

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  REPRESENTATIONS AND WARRANTIES OF THE BORROWER

  	
   

  	
  107

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.1

  	
   

  	
  Subsidiaries

  	
   

  	
  107

  
	
   

  	
  SECTION 9.2

  	
   

  	
  Organization
  and Good Standing

  	
   

  	
  107

  
	
   

  	
  SECTION 9.3

  	
   

  	
  Due
  Qualification

  	
   

  	
  107

  
	
   

  	
  SECTION 9.4

  	
   

  	
  Enforceability

  	
   

  	
  108

  
	
   

  	
  SECTION 9.5

  	
   

  	
  Security
  Interest

  	
   

  	
  108

  
	
   

  	
  SECTION 9.6

  	
   

  	
  No Violation

  	
   

  	
  108

  
	
   

  	
  SECTION 9.7

  	
   

  	
  No
  Proceedings

  	
   

  	
  109

  
	
   

  	
  SECTION 9.8

  	
   

  	
  Approvals

  	
   

  	
  109

  
	
   

  	
  SECTION 9.9

  	
   

  	
  Subsidiaries

  	
   

  	
  109

  
	
   

  	
  SECTION 9.10

  	
   

  	
  Solvency

  	
   

  	
  109

  
	
   

  	
  SECTION 9.11

  	
   

  	
  Compliance
  with Laws

  	
   

  	
  110

  
	
   

  	
  SECTION 9.12

  	
   

  	
  Taxes

  	
   

  	
  110

  
	
   

  	
  SECTION 9.13

  	
   

  	
  Monthly
  Report

  	
   

  	
  110

  
	
   

  	
  SECTION 9.14

  	
   

  	
  No Liens,
  Etc.

  	
   

  	
  110

  
	
   

  	
  SECTION 9.15

  	
   

  	
  Purchase and
  Sale

  	
   

  	
  111

  
	
   

  	
  SECTION 9.16

  	
   

  	
  Securities
  Act of 1933

  	
   

  	
  111

  
	
   

  	
  SECTION 9.17

  	
   

  	
  Information
  True and Correct

  	
   

  	
  111

  
	
   

  	
  SECTION 9.18

  	
   

  	
  Environmental
  Laws

  	
   

  	
  111

  
	
   

  	
  SECTION 9.19

  	
   

  	
  Employment
  Matters

  	
   

  	
  112

  
	
   

  	
  SECTION 9.20

  	
   

  	
  RICO

  	
   

  	
  112

  
	
   

  	
  SECTION 9.21

  	
   

  	
  Anti-Terrorism
  Law

  	
   

  	
  112

  
	
   

  	
  SECTION 9.22

  	
   

  	
  Depositary
  Banks

  	
   

  	
  113

  
	
   

  	
  SECTION 9.23

  	
   

  	
  Financial
  Condition

  	
   

  	
  113

  
	
   

  	
  SECTION 9.24

  	
   

  	
  Investment
  Company Status

  	
   

  	
  113

  
	
   

  	
  SECTION 9.25

  	
   

  	
  [Reserved]

  	
   

  	
  113

  
	
   

  	
  SECTION 9.26

  	
   

  	
  Representations
  and Warranties True and Accurate

  	
   

  	
  113

  
	
   

  	
  SECTION 9.27

  	
   

  	
  No Event of
  Loss

  	
   

  	
  113

  
	
   

  	
  SECTION 9.28

  	
   

  	
  Description
  of Aircraft and Leases

  	
   

  	
  114

  
	
   

  	
  SECTION 9.29

  	
   

  	
  No Default,
  Etc.

  	
   

  	
  114

  
	
   

  	
  SECTION 9.30

  	
   

  	
  Subsidiary
  Constituent Documents

  	
   

  	
  114

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X
  COVENANTS

  	
   

  	
  114

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.1

  	
   

  	
  Legal
  Existence and Good Standing

  	
   

  	
  114

  
	
   

  	
  SECTION 10.2

  	
   

  	
  Protection
  of Security Interest of the Lenders

  	
   

  	
  114

  
	
   

  	
  SECTION 10.3

  	
   

  	
  Records

  	
   

  	
  116

  
	
   

  	
  SECTION 10.4

  	
   

  	
  Other Liens
  or Interests

  	
   

  	
  117

  
	
   

  	
  SECTION 10.5

  	
   

  	
  Negative
  Pledge Clause

  	
   

  	
  117

  



 


ii

















 


	
   

  	
  SECTION 10.6

  	
   

  	
  Maintain
  Properties

  	
   

  	
  117

  
	
   

  	
  SECTION 10.7

  	
   

  	
  Ownership,
  Operation and Leasing of Funded Aircraft

  	
   

  	
  118

  
	
   

  	
  SECTION 10.8

  	
   

  	
  Limitation
  on Disposition of Aircraft

  	
   

  	
  119

  
	
   

  	
  SECTION 10.9

  	
   

  	
  Extension,
  Amendment or Replacement of Leases

  	
   

  	
  121

  
	
   

  	
  SECTION
  10.10

  	
   

  	
  Acquisitions
  of Aircraft

  	
   

  	
  122

  
	
   

  	
  SECTION
  10.11

  	
   

  	
  Servicing
  Agreement

  	
   

  	
  122

  
	
   

  	
  SECTION
  10.12

  	
   

  	
  Representations
  Regarding Operation

  	
   

  	
  122

  
	
   

  	
  SECTION
  10.13

  	
   

  	
  Costs and
  Expenses

  	
   

  	
  122

  
	
   

  	
  SECTION
  10.14

  	
   

  	
  Compliance
  with Laws, Etc

  	
   

  	
  122

  
	
   

  	
  SECTION
  10.15

  	
   

  	
  Environmental
  Compliance

  	
   

  	
  123

  
	
   

  	
  SECTION
  10.16

  	
   

  	
  Employee
  Benefit Plans; Employees

  	
   

  	
  124

  
	
   

  	
  SECTION
  10.17

  	
   

  	
  Change in
  Business

  	
   

  	
  124

  
	
   

  	
  SECTION
  10.18

  	
   

  	
  Notice of
  Adverse Claim or Loss

  	
   

  	
  124

  
	
   

  	
  SECTION
  10.19

  	
   

  	
  Reporting
  Requirements

  	
   

  	
  124

  
	
   

  	
  SECTION
  10.20

  	
   

  	
  Corporate
  Separateness

  	
   

  	
  126

  
	
   

  	
  SECTION
  10.21

  	
   

  	
  Purchase
  Agreement

  	
   

  	
  130

  
	
   

  	
  SECTION
  10.22

  	
   

  	
  Limitation
  on Certain Restrictions on Borrower Subsidiaries

  	
   

  	
  130

  
	
   

  	
  SECTION
  10.23

  	
   

  	
  Mergers, Etc.

  	
   

  	
  130

  
	
   

  	
  SECTION
  10.24

  	
   

  	
  Distributions,
  Etc

  	
   

  	
  130

  
	
   

  	
  SECTION
  10.25

  	
   

  	
  Subsidiaries;
  Investments

  	
   

  	
  130

  
	
   

  	
  SECTION
  10.26

  	
   

  	
  Guarantees

  	
   

  	
  131

  
	
   

  	
  SECTION
  10.27

  	
   

  	
  Indebtedness

  	
   

  	
  131

  
	
   

  	
  SECTION
  10.28

  	
   

  	
  Organizational
  Documents

  	
   

  	
  131

  
	
   

  	
  SECTION
  10.29

  	
   

  	
  Audits;
  Inspections

  	
   

  	
  131

  
	
   

  	
  SECTION
  10.30

  	
   

  	
  Use of
  Proceeds; Margin Regulations

  	
   

  	
  132

  
	
   

  	
  SECTION 10.31

  	
   

  	
  Accounting;
  Irish Tax Residency

  	
   

  	
  132

  
	
   

  	
  SECTION
  10.32

  	
   

  	
  Hedging
  Policy; Currency Risks

  	
   

  	
  132

  
	
   

  	
  SECTION
  10.33

  	
   

  	
  [Reserved]

  	
   

  	
  133

  
	
   

  	
  SECTION
  10.34

  	
   

  	
  Insurance

  	
   

  	
  133

  
	
   

  	
  SECTION
  10.35

  	
   

  	
  Anti-Terrorism
  Law; Anti-Money Laundering

  	
   

  	
  133

  
	
   

  	
  SECTION
  10.36

  	
   

  	
  Embargoed
  Person

  	
   

  	
  134

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI
  THE SERVICE PROVIDERS

  	
   

  	
  135

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.1

  	
   

  	
  [Reserved]

  	
   

  	
  135

  
	
   

  	
  SECTION 11.2

  	
   

  	
  Service
  Providers Not to Resign

  	
   

  	
  135

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII
  SERVICE PROVIDER TERMINATION EVENTS

  	
   

  	
  135

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 12.1

  	
   

  	
  Servicer
  Termination Event

  	
   

  	
  135

  
	
   

  	
  SECTION 12.2

  	
   

  	
  Consequences
  of a Servicer Termination Event

  	
   

  	
  136

  
	
   

  	
  SECTION 12.3

  	
   

  	
  Appointment
  of Successor Service Provider; New Service Provider Agreement

  	
   

  	
  137

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII
  EVENTS OF DEFAULT

  	
   

  	
  138

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 13.1

  	
   

  	
  Events of
  Default

  	
   

  	
  138

  
	
   

  	
  SECTION 13.2

  	
   

  	
  Effect of
  Event of Default

  	
   

  	
  140

  



 


iii

















 


	
   

  	
  SECTION 13.3

  	
   

  	
  Rights Upon
  the Facility Termination Date

  	
   

  	
  141

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV
  THE ADMINISTRATIVE AGENT

  	
   

  	
  143

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 14.1

  	
   

  	
  Authorization
  and Action

  	
   

  	
  143

  
	
   

  	
  SECTION 14.2

  	
   

  	
  Exculpation

  	
   

  	
  143

  
	
   

  	
  SECTION 14.3

  	
   

  	
  Administrative
  Agent and Affiliates

  	
   

  	
  144

  
	
   

  	
  SECTION 14.4

  	
   

  	
  Lender’s
  Credit Decision

  	
   

  	
  144

  
	
   

  	
  SECTION 14.5

  	
   

  	
  Certain
  Matters Affecting the Administrative Agent

  	
   

  	
  144

  
	
   

  	
  SECTION 14.6

  	
   

  	
  Administrative
  Agent Not Liable

  	
   

  	
  145

  
	
   

  	
  SECTION 14.7

  	
   

  	
  Agent May
  Own Notes

  	
   

  	
  146

  
	
   

  	
  SECTION 14.8

  	
   

  	
  Resignation
  or Removal of Agent

  	
   

  	
  146

  
	
   

  	
  SECTION 14.9

  	
   

  	
  Successor
  Administrative Agent

  	
   

  	
  147

  
	
   

  	
  SECTION
  14.10

  	
   

  	
  Eligibility
  Requirements for Successor Agent

  	
   

  	
  148

  
	
   

  	
  SECTION
  14.11

  	
   

  	
  Merger or
  Consolidation of Agent

  	
   

  	
  148

  
	
   

  	
  SECTION
  14.12

  	
   

  	
  Administrative
  Agent May Enforce Claims Without Possession of Notes

  	
   

  	
  148

  
	
   

  	
  SECTION
  14.13

  	
   

  	
  Suit for
  Enforcement

  	
   

  	
  148

  
	
   

  	
  SECTION
  14.14

  	
   

  	
  Indemnification
  of Agent

  	
   

  	
  149

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIVA
  FUNDING AGENTS

  	
  149

  
	
   

  	
   

  
	
   

  	
  SECTION
  14A.1 

  	
   

  	
  Authorization
  and Action

  	
   

  	
  149

  
	
   

  	
  SECTION
  14A.2 

  	
   

  	
  Exculpation

  	
   

  	
  149

  
	
   

  	
  SECTION
  14A.3 

  	
   

  	
  Funding
  Agent and Affiliates

  	
   

  	
  150

  
	
   

  	
  SECTION
  14A.4 

  	
   

  	
  Lender’s
  Credit Decision

  	
   

  	
  150

  
	
   

  	
  SECTION
  14A.5 

  	
   

  	
  Certain
  Matters Affecting the Funding Agent

  	
   

  	
  150

  
	
   

  	
  SECTION
  14A.6 

  	
   

  	
  Funding
  Agent Not Liable

  	
   

  	
  151

  
	
   

  	
  SECTION
  14A.7

  	
   

  	
  Agent May
  Own Notes

  	
   

  	
  152

  
	
   

  	
  SECTION
  14A.8 

  	
   

  	
  Resignation
  or Removal of Agent

  	
   

  	
  152

  
	
   

  	
  SECTION
  14A.9 

  	
   

  	
  Successor
  Funding Agent

  	
   

  	
  153

  
	
   

  	
  SECTION
  14A.10

  	
   

  	
  Eligibility
  Requirements for Successor Agent

  	
   

  	
  154

  
	
   

  	
  SECTION
  14A.11

  	
   

  	
  Merger or
  Consolidation of Agent

  	
   

  	
  154

  
	
   

  	
  SECTION
  14A.12

  	
   

  	
  Funding
  Agent May Enforce Claims Without Possession of Notes

  	
   

  	
  154

  
	
   

  	
  SECTION
  14A.13

  	
   

  	
  Indemnification
  of Agent

  	
   

  	
  154

  
	
   

  	
  SECTION
  14A.14

  	
   

  	
  Other
  Arrangements

  	
   

  	
  154

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV
  ASSIGNMENTS

  	
   

  	
  155

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 15.1

  	
   

  	
  Assignments

  	
   

  	
  155

  
	
   

  	
  SECTION 15.2

  	
   

  	
  Documentation

  	
   

  	
  156

  
	
   

  	
  SECTION 15.3

  	
   

  	
  Rights of
  Assignee

  	
   

  	
  156

  
	
   

  	
  SECTION 15.4

  	
   

  	
  Endorsement

  	
   

  	
  156

  
	
   

  	
  SECTION 15.5

  	
   

  	
  Registration;
  Registration of Transfer and Exchange

  	
   

  	
  156

  
	
   

  	
  SECTION 15.6

  	
   

  	
  Mutilated,
  Destroyed, Lost and Stolen Notes

  	
   

  	
  158

  
	
   

  	
  SECTION 15.7

  	
   

  	
  Persons
  Deemed Owners

  	
   

  	
  158

  
	
   

  	
  SECTION 15.8

  	
   

  	
  Cancellation

  	
   

  	
  158

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVI
  INDEMNIFICATION

  	
   

  	
  159

  



 


iv

















 


 


	
   

  	
  SECTION 16.1

  	
   

  	
  General
  Indemnity of the Borrower

  	
   

  	
  159

  
	
   

  	
  SECTION 16.2

  	
   

  	
  Waiver of
  Consequential Damages, Etc.

  	
   

  	
  160

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVII
  MISCELLANEOUS

  	
   

  	
  161

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 17.1

  	
   

  	
  No Waiver;
  Remedies

  	
   

  	
  161

  
	
   

  	
  SECTION 17.2

  	
   

  	
  Amendments,
  Waivers

  	
   

  	
  161

  
	
   

  	
  SECTION 17.3

  	
   

  	
  Notices, Etc.

  	
   

  	
  163

  
	
   

  	
  SECTION 17.4

  	
   

  	
  Costs and
  Expenses

  	
   

  	
  164

  
	
   

  	
  SECTION 17.5

  	
   

  	
  Binding
  Effect; Survival

  	
   

  	
  165

  
	
   

  	
  SECTION 17.6

  	
   

  	
  Captions and
  Cross References

  	
   

  	
  165

  
	
   

  	
  SECTION 17.7

  	
   

  	
  Severability

  	
   

  	
  165

  
	
   

  	
  SECTION 17.8

  	
   

  	
  Governing
  Law; Venue

  	
   

  	
  165

  
	
   

  	
  SECTION 17.9

  	
   

  	
  Counterparts

  	
   

  	
  166

  
	
   

  	
  SECTION 17.10

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  167

  
	
   

  	
  SECTION
  17.11

  	
   

  	
  Third Party
  Beneficiary

  	
   

  	
  167

  
	
   

  	
  SECTION
  17.12

  	
   

  	
  No
  Proceedings

  	
   

  	
  167

  
	
   

  	
  SECTION 17.13

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  	
  167

  
	
   

  	
  SECTION
  17.14

  	
   

  	
  Resolution
  of Drafting Ambiguities

  	
   

  	
  168

  
	
   

  	
  SECTION
  17.15

  	
   

  	
  Confidentiality

  	
   

  	
  168

  
	
   

  	
  SECTION
  17.16

  	
   

  	
  USA Patriot
  Act Notice

  	
   

  	
  169

  
	
   

  	
  SECTION 17.17

  	
   

  	
  Collateral
  Agent/Account Bank Notice

  	
   

  	
  169

  
	
   

  	
  SECTION
  17.18

  	
   

  	
  Collateral
  Agent/Account Protections

  	
   

  	
  169

  
	
   

  	
  SECTION
  17.19

  	
   

  	
  Termination

  	
   

  	
  169

  



 


	
  APPENDICES

  	
   

  
	
  APPENDIX I

  	
  Portfolio
  Concentration Limitations and Eligible Aircraft

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
  EXHIBIT A

  	
  Form of
  Advance Request

  
	
  EXHIBIT A-1

  	
  Form of
  Advance Request for Original Agreement Refinancing Advance

  
	
  EXHIBIT B

  	
  Form of Note

  
	
  EXHIBIT C

  	
  Form of
  Assignment and Assumption

  
	
  EXHIBIT D

  	
  Form of
  Quarterly Report

  
	
  EXHIBIT E

  	
  Form of
  Service Provider Administrative Agency Agreement

  
	
  EXHIBIT F

  	
  Form of Cash
  Management Agreement

  
	
  EXHIBIT G

  	
  Form of
  Servicing Agreement

  
	
  EXHIBIT H

  	
  Form of
  Monthly Report

  
	
  EXHIBIT I

  	
  Form of
  Security Trust Agreement

  
	
  EXHIBIT J

  	
  Form of
  Participation Agreement

  
	
  EXHIBIT K

  	
  Forms of
  Opinion of Counsel to Borrower Group/AerCap

  
	
  EXHIBIT L

  	
  Forms of
  Opinion of Counsel to Administrative Agent/Lenders

  
	
  EXHIBIT M

  	
  Form of
  AerCap-Borrower Purchase Agreement

  
	
  EXHIBIT N

  	
  Form of
  Syndication Cooperation Agreement

  
	
  EXHIBIT O

  	
  Hedging
  Policy

  
	
  EXHIBIT P

  	
  [Reserved]

  



 


v

















 


	
  EXHIBIT Q

  	
  Forms of limited liability company agreement, trust agreement and corporate
  constituent documents

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
  SCHEDULE I

  	
  List of Aircraft

  
	
  SCHEDULE II

  	
  List of Aircraft Owning Entities, the Aircraft Owned by Such Aircraft
  Owning Entities and the associated Owner Participants and Owner Trustees

  
	
  SCHEDULE III

  	
  List of Leases

  
	
  SCHEDULE IV

  	
  List of Approved Countries

  
	
  SCHEDULE V

  	
  [Reserved]

  
	
  SCHEDULE VI

  	
  Account Details

  
	
  SCHEDULE VII

  	
  [Reserved]

  
	
  SCHEDULE VIII

  	
  Capitalization and Subsidiaries

  



 


vi