Exhibit 10.2


 


Execution Version


 


CREDIT
AGREEMENT


 


dated
as of April 26, 2006


 


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
REAL ESTATE SECURITIES INC.


and


THE
OTHER FINANCIAL INSTITUTIONS NAMED HEREIN AS CLASS C LENDERS,


as
Class C 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,


 

















 


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

  	
  61

  
	
  SECTION 2.3  Funding

  	
  63

  
	
  SECTION 2.4  Representation and
  Warranty

  	
  67

  
	
  SECTION 2.5  Notes

  	
  68

  
	
   

  	
   

  
	
  ARTICLE III
  YIELD, FEES, ETC

  	
  69

  
	
   

  	
   

  
	
  SECTION 3.1  Yield

  	
  69

  
	
  SECTION 3.2  Yield Payment
  Dates

  	
  69

  
	
  SECTION 3.3  [Reserved]

  	
  69

  
	
  SECTION 3.4  Fees

  	
  69

  
	
  SECTION 3.5  Computation of
  Yield

  	
  69

  
	
   

  	
   

  
	
  ARTICLE IV
  REPAYMENTS, PREPAYMENTS AND PAYMENTS

  	
  69

  
	
   

  	
   

  
	
  SECTION 4.1  Required Principal
  Repayments

  	
  69

  
	
  SECTION 4.2  Principal
  Prepayments

  	
  70

  
	
  SECTION 4.3  Payments Generally

  	
  70

  
	
  SECTION 4.4  Sharing of Set-Off

  	
  71

  
	
   

  	
   

  
	
  ARTICLE V
  LIQUIDITY/CLASS C RESERVE

  	
  72

  
	
   

  	
   

  
	
  SECTION 5.1  Establishment of
  Reserve Accounts

  	
  72

  
	
   

  	
   

  
	
  ARTICLE VI
  INCREASED COSTS, ETC

  	
  76

  
	
   

  	
   

  
	
  SECTION 6.1  Illegality

  	
  76

  
	
  SECTION 6.2  Increased Costs

  	
  76

  
	
  SECTION 6.3  Taxes

  	
  78

  
	
  SECTION 6.4  Indemnity
  Regarding Breakage Costs

  	
  80

  
	
  SECTION 6.5  Notice of Amounts
  Payable

  	
  81

  
	
  SECTION 6.6  Mitigation
  Obligations; Replacement

  	
  81

  
	
   

  	
   

  
	
  ARTICLE VII
  CONDITIONS PRECEDENT

  	
  82

  
	
   

  	
   

  
	
  SECTION 7.1  Conditions to
  Effectiveness; Conditions to Release of Initial Advances

  	
  82

  
	
  SECTION 7.2  Additional
  Advances

  	
  88

  
	
  SECTION 7.3  Improvement
  Advances

  	
  94

  
	
  SECTION 7.4  Critical Mass
  Event Advance; Increased Availability Advance

  	
  95

  



 


i

















 


	
  SECTION 7.5  All Advances

  	
  95

  
	
   

  	
   

  
	
  ARTICLE VIII
  ADMINISTRATION AND SERVICING OF AIRCRAFT AND LEASES

  	
  96

  
	
   

  	
   

  
	
  SECTION 8.1  Collection
  Procedures

  	
  96

  
	
  SECTION 8.2  Investments

  	
  107

  
	
  SECTION 8.3  Covenants,
  Representations and Warranties of Service Providers

  	
  107

  
	
   

  	
   

  
	
  ARTICLE IX
  REPRESENTATIONS AND WARRANTIES OF THE BORROWER

  	
  114

  
	
   

  	
   

  
	
  SECTION 9.1  Subsidiaries

  	
  115

  
	
  SECTION 9.2  Organization and
  Good Standing

  	
  115

  
	
  SECTION 9.3  Due Qualification

  	
  115

  
	
  SECTION 9.4  Enforceability

  	
  115

  
	
  SECTION 9.5  Security Interest

  	
  116

  
	
  SECTION 9.6  No Violation

  	
  116

  
	
  SECTION 9.7  No Proceedings

  	
  116

  
	
  SECTION 9.8  Approvals

  	
  117

  
	
  SECTION 9.9  Subsidiaries

  	
  117

  
	
  SECTION 9.10  Solvency

  	
  117

  
	
  SECTION 9.11  Compliance with
  Laws

  	
  117

  
	
  SECTION 9.12  Taxes

  	
  118

  
	
  SECTION 9.13  Monthly Report

  	
  118

  
	
  SECTION 9.14  No Liens, Etc

  	
  118

  
	
  SECTION 9.15  Purchase and Sale

  	
  119

  
	
  SECTION 9.16  Securities Act of
  1933

  	
  119

  
	
  SECTION 9.17  Information True
  and Correct

  	
  119

  
	
  SECTION 9.18  Environmental
  Laws

  	
  119

  
	
  SECTION 9.19  Employment
  Matters

  	
  119

  
	
  SECTION 9.20  RICO

  	
  120

  
	
  SECTION 9.21  Anti-Terrorism
  Law

  	
  120

  
	
  SECTION 9.22  Depositary Banks

  	
  121

  
	
  SECTION 9.23  Financial
  Condition

  	
  121

  
	
  SECTION 9.24  Investment
  Company Status

  	
  121

  
	
  SECTION 9.25  [Reserved]

  	
  121

  
	
  SECTION 9.26  Representations
  and Warranties True and Accurate

  	
  121

  
	
  SECTION 9.27  No Event of Loss

  	
  121

  
	
  SECTION 9.28  Description of
  Aircraft and Leases

  	
  121

  
	
  SECTION 9.29  No Default, Etc

  	
  122

  
	
  SECTION 9.30  Subsidiary
  Constituent Documents

  	
  122

  
	
   

  	
   

  
	
  ARTICLE X
  COVENANTS

  	
  122

  
	
   

  	
   

  
	
  SECTION 10.1  Legal Existence
  and Good Standing

  	
  122

  
	
  SECTION 10.2  Protection of
  Security Interest of the Lenders

  	
  122

  
	
  SECTION 10.3  Records

  	
  124

  
	
  SECTION 10.4  Other Liens or
  Interests

  	
  124

  
	
  SECTION 10.5  Negative Pledge
  Clause

  	
  125

  



 


ii

















 


	
  SECTION 10.6  Maintain
  Properties

  	
  125

  
	
  SECTION 10.7  Ownership,
  Operation and Leasing of Funded Aircraft

  	
  126

  
	
  SECTION 10.8  Limitation on
  Disposition of Aircraft

  	
  126

  
	
  SECTION 10.9  Extension,
  Amendment or Replacement of Leases

  	
  128

  
	
  SECTION 10.10  Acquisitions of
  Aircraft

  	
  130

  
	
  SECTION 10.11  Servicing
  Agreement

  	
  130

  
	
  SECTION 10.12  Representations
  Regarding Operation

  	
  130

  
	
  SECTION 10.13  Costs and
  Expenses

  	
  130

  
	
  SECTION 10.14  Compliance with
  Laws, Etc

  	
  130

  
	
  SECTION 10.15  Environmental
  Compliance

  	
  131

  
	
  SECTION 10.16  Employee Benefit
  Plans; Employees

  	
  132

  
	
  SECTION 10.17  Change in
  Business

  	
  132

  
	
  SECTION 10.18  Notice of
  Adverse Claim or Loss

  	
  132

  
	
  SECTION 10.19  Reporting
  Requirements

  	
  132

  
	
  SECTION 10.20  Corporate
  Separateness

  	
  134

  
	
  SECTION 10.21  Purchase
  Agreement

  	
  137

  
	
  SECTION 10.22  Limitation on
  Certain Restrictions on Borrower Subsidiaries

  	
  137

  
	
  SECTION 10.23  Mergers, Etc

  	
  138

  
	
  SECTION 10.24  Distributions,
  Etc

  	
  138

  
	
  SECTION 10.25  Subsidiaries;
  Investments

  	
  138

  
	
  SECTION 10.26  Guarantees

  	
  138

  
	
  SECTION 10.27  Indebtedness

  	
  138

  
	
  SECTION 10.28  Organizational Documents

  	
  139

  
	
  SECTION 10.29  Audits;
  Inspections

  	
  139

  
	
  SECTION 10.30  Use of Proceeds;
  Margin Regulations

  	
  139

  
	
  SECTION 10.31  Accounting;
  Irish Tax Residency

  	
  140

  
	
  SECTION 10.32  Hedging Policy;
  Currency Risks

  	
  140

  
	
  SECTION 10.33  [Reserved]

  	
  140

  
	
  SECTION 10.34  Insurance

  	
  140

  
	
  SECTION 10.35  Anti-Terrorism
  Law; Anti-Money Laundering

  	
  141

  
	
  SECTION 10.36  Embargoed Person

  	
  141

  
	
   

  	
   

  
	
  ARTICLE XI
  THE SERVICE PROVIDERS

  	
  142

  
	
   

  	
   

  
	
  SECTION 11.1  [Reserved]

  	
  142

  
	
  SECTION 11.2  Service Providers
  Not to Resign

  	
  142

  
	
   

  	
   

  
	
  ARTICLE XII
  SERVICE PROVIDER TERMINATION EVENTS

  	
  142

  
	
   

  	
   

  
	
  SECTION 12.1  Servicer
  Termination Event

  	
  142

  
	
  SECTION 12.2  Consequences of a
  Servicer Termination Event

  	
  144

  
	
  SECTION 12.3  Appointment of
  Successor Service Provider; New Service Provider Agreement

  	
  145

  
	
   

  	
   

  
	
  ARTICLE XIII
  EVENTS OF DEFAULT

  	
  146

  
	
   

  	
   

  
	
  SECTION 13.1  Events of Default

  	
  146

  
	
  SECTION 13.2  Effect of Event
  of Default

  	
  148

  



 


iii

















 


	
  SECTION 13.3  Rights Upon the
  Facility Termination Date

  	
  148

  
	
   

  	
   

  
	
  ARTICLE XIV
  THE ADMINISTRATIVE AGENT

  	
  151

  
	
   

  	
   

  
	
  SECTION 14.1  Authorization and
  Action

  	
  151

  
	
  SECTION 14.2  Exculpation

  	
  151

  
	
  SECTION 14.3  Administrative
  Agent and Affiliates

  	
  152

  
	
  SECTION 14.4  Lender’s Credit
  Decision

  	
  152

  
	
  SECTION 14.5  Certain Matters
  Affecting the Administrative Agent

  	
  152

  
	
  SECTION 14.6  Administrative
  Agent Not Liable

  	
  153

  
	
  SECTION 14.7  Agent May Own
  Notes

  	
  154

  
	
  SECTION 14.8  Resignation or
  Removal of Agent

  	
  154

  
	
  SECTION 14.9  Successor
  Administrative Agent

  	
  155

  
	
  SECTION 14.10  Eligibility
  Requirements for Successor Agent

  	
  156

  
	
  SECTION 14.11  Merger or
  Consolidation of Agent

  	
  156

  
	
  SECTION 14.12  Administrative
  Agent May Enforce Claims Without Possession of Notes

  	
  156

  
	
  SECTION 14.13  Suit for
  Enforcement

  	
  156

  
	
  SECTION 14.14  Indemnification
  of Agent

  	
  157

  
	
   

  	
   

  
	
  ARTICLE XIVA
  FUNDING AGENTS

  	
  157

  
	
   

  	
   

  
	
  SECTION 14A.1  Authorization
  and Action

  	
  157

  
	
  SECTION 14A.2  Exculpation

  	
  157

  
	
  SECTION 14A.3  Funding Agent
  and Affiliates

  	
  158

  
	
  SECTION 14A.4  Lender’s Credit
  Decision

  	
  158

  
	
  SECTION 14A.5  Certain Matters
  Affecting the Funding Agent

  	
  158

  
	
  SECTION 14A.6  Funding Agent
  Not Liable

  	
  159

  
	
  SECTION 14A.7  Agent May Own
  Notes

  	
  160

  
	
  SECTION 14A.8  Resignation or
  Removal of Agent

  	
  160

  
	
  SECTION 14A.9  Successor
  Funding Agent

  	
  161

  
	
  SECTION 14A.10  Eligibility
  Requirements for Successor Agent

  	
  162

  
	
  SECTION 14A.11  Merger or
  Consolidation of Agent

  	
  162

  
	
  SECTION 14A.12  Funding Agent
  May Enforce Claims Without Possession of Notes

  	
  162

  
	
  SECTION 14A.13  Indemnification
  of Agent

  	
  162

  
	
  SECTION 14A.14  Other
  Arrangements

  	
  162

  
	
   

  	
   

  
	
  ARTICLE XV
  ASSIGNMENTS

  	
  163

  
	
   

  	
   

  
	
  SECTION 15.1  Assignments

  	
  163

  
	
  SECTION 15.2  Documentation

  	
  164

  
	
  SECTION 15.3  Rights of
  Assignee

  	
  164

  
	
  SECTION 15.4  Endorsement

  	
  164

  
	
  SECTION 15.5  Registration;
  Registration of Transfer and Exchange

  	
  164

  
	
  SECTION 15.6  Mutilated,
  Destroyed, Lost and Stolen Notes

  	
  166

  
	
  SECTION 15.7  Persons Deemed
  Owners

  	
  166

  
	
  SECTION 15.8  Cancellation

  	
  167

  



 


iv

















	
  ARTICLE XVI
  INDEMNIFICATION

  	
  167

  
	
   

  	
   

  
	
  SECTION 16.1  General Indemnity
  of the Borrower

  	
  167

  
	
  SECTION 16.2  Waiver of
  Consequential Damages, Etc

  	
  168

  
	
   

  	
   

  
	
  ARTICLE XVII
  MISCELLANEOUS

  	
  169

  
	
   

  	
   

  
	
  SECTION 17.1  No Waiver;
  Remedies

  	
  169

  
	
  SECTION 17.2  Amendments,
  Waivers

  	
  169

  
	
  SECTION 17.3  Notices, Etc

  	
  171

  
	
  SECTION 17.4  Costs and
  Expenses

  	
  173

  
	
  SECTION 17.5  Binding Effect;
  Survival

  	
  173

  
	
  SECTION 17.6  Captions and
  Cross References

  	
  173

  
	
  SECTION 17.7  Severability

  	
  174

  
	
  SECTION 17.8  Governing Law;
  Venue

  	
  174

  
	
  SECTION 17.9  Counterparts

  	
  174

  
	
  SECTION 17.10  WAIVER OF JURY TRIAL

  	
  175

  
	
  SECTION 17.11  Third Party
  Beneficiary

  	
  175

  
	
  SECTION 17.12  No Proceedings

  	
  175

  
	
  SECTION 17.13  ENTIRE AGREEMENT

  	
  176

  
	
  SECTION 17.14  Resolution of
  Drafting Ambiguities

  	
  176

  
	
  SECTION 17.15  Confidentiality

  	
  176

  
	
  SECTION 17.16  USA Patriot Act
  Notice

  	
  177

  
	
  SECTION 17.17  Collateral
  Agent/Account Bank Notice

  	
  177

  
	
  SECTION 17.18  Collateral
  Agent/Account Protections

  	
  177

  



 


	
  APPENDICES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX I

  	
  Portfolio
  Concentration Limitations and Eligible Aircraft

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of
  Advance Request

  	
   

  
	
  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

















 


CREDIT AGREEMENT


 


THIS CREDIT
AGREEMENT is made and entered into as of April 26, 2006 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”)
and THE OTHER FINANCIAL INSTITUTIONS THAT BECOME PARTIES HERETO AS CLASS A
LENDERS (together with any permitted successors and assigns, “Class A
Lenders”), UBSRESI and THE OTHER FINANCIAL INSTITUTIONS THAT BECOME PARTIES
HERETO AS CLASS B LENDERS (together with any permitted successors and assigns, “Class
B Lenders”), UBSRESI and THE OTHER FINANCIAL INSTITUTIONS THAT BECOME
PARTIES HERETO AS CLASS C LENDERS (together with any permitted successors and
assigns, “Class C Lenders” and, together with the Class A Lenders and
the Class B 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, the
parties hereto intend to enter into this 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 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
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 any special purpose corporation, trust or other entity 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 special purpose corporation, trust or other
entity by the Borrower and/or certain Borrower Subsidiaries.


 


“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(f).


 


“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
Class C Advances” has the meaning set forth in Section 2.1(f).


 


“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.


 


2

















 


“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;

  
	
   

  	
   

  	
   

  
	
  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

  



 


3

















 


	
  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;

  
	
   

  	
   

  	
   

  
	
  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, 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.


 


4

















 


“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, Class
B Advance Rate and Class C 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 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 C.V. and its consolidated Subsidiaries.


 


“AerCap
Liquidity Facility” means the liquidity loan agreement 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 Notes).


 


“AerCap Sub
Notes” means certain subordinated notes of the Borrower 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.


 


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


 


5

















 


“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:


 


(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 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.


 


6

















 


“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
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.


 


7

















 


“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 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, or


 


(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, and (iv) a Person in
which the Borrower owns, whether directly or indirectly, all of the Equity
Interests.


 


“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.


 


8

















 


“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


 


(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.


 


“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.


 


9

















 


“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 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
Class C 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,


 


10

















 


(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,


 


(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
Initial Advance Date; 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 (b) 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,
the Applicable Class B Margin and the Applicable Class C 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


 


11

















 


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 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
Closing Date, or (ii) the implementation or initial application by a Government
Entity after the 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


 


12

















 


be deemed
automatically added to the Approved Country List at the time it becomes such a
contracting state.


 


“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”, “Class B Advance Rate after
Critical Mass”, “Class C Advance Rate before Critical Mass”, or “Class C
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 Date or
Additional Advance Date, as applicable, an amount equal to the net book value
for such


 


13

















 


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, 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.


 


14

















 


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


 


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


 


15

















 


“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 $715,000,000.


 


“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
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 $180,000,000.


 


“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 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


 


16

















 


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
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 C
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 C
Advances” has the meaning set forth in Section 2.1(f).


 


“Class C
Advances Limit” means $105,000,000.


 


“Class C
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 C 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 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 C 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 amount
on deposit in the Class C 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 C Borrowing
Base as of any date that a Class C


 


17

















 


Advance is
being made hereunder, giving effect to any amounts to be deposited into such
Class C Reserve Account funded with the proceeds of Class C Advances on such
date), plus (d) the portion allocable to Class C 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 C
Borrowing Base Deficiency” means, as of any Payment Date, the amount by
which the Outstanding Class C Principal Amount on such Payment Date exceeds the
Class C Borrowing Base, less the Class B Borrowing Base on such Payment Date.


 


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


 


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


 


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


 


“Class C
Insufficiency” has the meaning set forth in Section 5.1(e) .


 


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


 


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


 


“Class C
Reserve Account” has the meaning set forth in Section 5.1(a)(ii).


 


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


 


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


 


“Closing
Date” means April 26, 2006.


 


“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.


 


“Collateral
Agent” means, for purposes of this Agreement and the other Transaction
Documents and any related agreements or instruments, Deutsche Bank Trust
Company


 


18














 


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 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 Closing Date, with such
amendments, addendums, endorsements, extensions or replacements as may have
been entered into consistent with the provisions of Section 10.34


 


19

















 


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 second
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:


 


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


 


(ii)           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


 


(i)            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,


 


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


 


(iii)          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


 


(iv)          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 credit


 


25

















 


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


 


27

















 


from such
return condition, in each case 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 Telerate Page 3750 on any such date of determination; provided, further,
that if no such one-month deposit rate appears on either Bloomberg or such
Telerate Page 3750, 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 “Page 3750” on the Telerate
Service (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 C 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.


 


“Funding
Threshold Event” means that the Adjusted Borrowing Value of Funded Aircraft
in the Borrower’s Portfolio does not, through a combination of the Initial
Advance and Additional Advances, at least equal $100,000,000 by the thirtieth
(30th) day following the Closing Date (unless the Administrative
Agent shall otherwise consent in writing in its sole discretion), provided,
that any such Funding Threshold Event will be cured and no longer exist, once
an Additional Advance following such 30th day has the effect of
increasing the above-described Adjusted Borrowing Value to at least
$100,000,000.


 


“Future
Lease” means, with respect to each Aircraft, any Eligible Lease as may be
in effect at any time after the Initial Advance Date 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).


 


“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


 


34

















 


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 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, and a
portion of the related Class C Advance to increase the amounts in the Class C
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.


 


35

















 


“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;


 


(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 April 26, 2006
by AerCap Holdings C.V. in favor of the Borrower, the Collateral Agent and the
Administrative Agent, or any successor 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 C.V. as party to the Indemnification Agreement, and 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(c).


 


“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.


 


36

















 


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


 


“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
Class C Advances” has the meaning set forth in Section 2.1(c).


 


“Initial
Class C Borrowing Base” means an amount equal to the Class C 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 Class C Reserve Amount” means, in respect of Advances against
Aircraft occurring on the Initial Advance Date as referred to in Section
5.1(a)(ii) hereof, an amount equal to 0.40% 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.


 


“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:


 


37

















 


(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.


 


“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


 


38

















 


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 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; and


 


(c) with respect to any Advance made and held by a Lender in any Class
C 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 C 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 C 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:


 


39

















 


(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 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:


 


40

















 


(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.


 


“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.


 


41

















 


“Maintenance
Reserve 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, the Maximum Class B Principal Amount
and the Maximum Class C Principal Amount.


 


“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.


 


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


 


42

















 


“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).


 


“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
UBSRESI and Class A Advances, $715,000,000, or such amount as reduced or
increased by any Assignment and Assumption entered into by UBSRESI, (b) with
respect to UBSRESI and Class B Advances, $180,000,000, or such amount as
reduced or increased by any Assignment and Assumption entered into by UBSRESI,
(c) with respect to UBSRESI and Class C Advances, $105,000,000, or such amount
as reduced or increased by any Assignment and Assumption entered into by
UBSRESI, and (d) with respect to a Non-Conduit Lender (other than a Non-Conduit
Lender described in clauses (a) through (c) above) that has entered into an
Assignment and Assumption, 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.


 


“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


 


43














 


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.


 


“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, 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.


 


“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.


 


44

















 


“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.


 


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


 


45

















 


“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.


 


“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 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).


 


“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 (commencing June 10, 2006),
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


 


46

















 


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 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


 


47

















 


(viii)        Liens arising out of any judgment or
amount with respect to which an appeal or proceding 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.


 


“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 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 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” mean the Guaranty Agreement of AerCap C.V., dated as of
the Closing Date, securing the obligations of AerCap under the AerCap-Borrower
Purchase


 


48

















 


Agreement,
together with any successor or replacement thereof as contemplated in the
provisions thereof and in Section 12.1(f).


 


“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 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;


 


49

















 


(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).


 


“Required
Class C Reserve Amount” means, for any date of determination, an amount
equal to 0.40% of the Adjusted Borrowing Value of the Funded Aircraft in the
Borrower’s Portfolio as of such date.


 


“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.


 


50

















 


“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.


 


“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 Agreerment, 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 (or the
portion thereof after the Initial Advance Date) commencing with a Determination
Date (or, before the initial Determination Date, the Initial Advance 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.


 


51

















 


“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;


 


(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 fourth anniversary of the Conversion Date or, if
such fourth 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 C.V. in its capacity as signatory to the
Purchase Agreement Guaranty, and the Indemnity Agreement, together with any
successor or replacement thereto as contemplated in the provisions thereof and
in Section 12.1(f).


 


52

















 


“Syndication
Cooperation Agreement” means an agreement substantially in the form of Exhibit
N hereto, dated on or before the 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.


 


“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.


 


“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.


 


53

















 


“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.


 


“UBS
Non-Conduit Lender” means UBSRESI and/or any of its 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.


 


54

















 


“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 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.


 


55

















 


(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 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”).


 


(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”). 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) Initial
Class C Advances. Subject to the terms and conditions of this Agreement,
each of the Conduit Lenders, if any, in each Class C Funding Group may, on or
after the Closing Date, in its sole discretion, and if the Conduit Lenders in
such Class C Funding Group do not (or, if there are no Conduit Lenders in such
Class C Funding Group), each Non-Conduit Lender in


 


56

















 


such Class C
Funding Group shall, ratably, make an initial Class C Advance to the Borrower
in such amounts as may be requested by the Borrower pursuant to Section 2.2
(the “Initial Class C Advances,” and, together with the Initial Class A
Advances and the Initial Class B 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 C 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.


 


(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”).


 


(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”). 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) Additional
Class C Advances. Subject to the terms and conditions of this Agreement,
each of the Conduit Lenders, if any, in each Class C Funding Group may, in its
sole discretion, and if the Conduit Lender in such Class C Funding Group do not
(or, if there are no Conduit Lenders in such Class C Funding Group), each
Non-Conduit Lender in such Class C Funding Group shall, during the Additional
Advance Commitment Period, ratably make Class C Advances to the Borrower in
such amounts as may be requested by the Borrower pursuant to Section 2.2
(the “Additional Class C Advances,” and, together with the Initial Class
C Advances, the “Class C Advances”; the Additional Class C Advances
together with the Additional Class A Advances and the Additional Class B
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 C
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.


 


57

















 


(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, Initial Class B Advances and Initial Class C Advances, and Additional
Class A Advances, Additional Class B Advances and Additional Class C Advances
relating to the same Aircraft (or the same 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


 


(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.


 


58

















 


(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,
Initial Class C Advances and Initial Class A Advances, and Additional Class B
Advances, Additional Class C Advances and Additional Class A Advances relating
to the same Aircraft (or the same 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.


 


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) Class C
Advance Limits, etc. Advances pursuant to clauses (c) and (f) above are
subject to the following requirements:


 


59

















 


(i)            Initial Class C
Advances, Initial Class B Advances and Initial Class A Advances, and Additional
Class C Advances, Additional Class B Advances and Additional Class A Advances
relating to the same Aircraft (or the same 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 C Principal Amount shall not exceed the
Maximum Class C Principal Amount and the Outstanding Class C Principal Amount
advanced by any Non-Conduit Lender shall not exceed the Non-Conduit Lender
Commitment of such Non-Conduit Lender;


 


(iii)          After giving effect
to such Advances, the Outstanding Principal Amount shall not exceed the Maximum
Aggregate Principal Amount; and


 


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


 


Each Class C
Advance by a Class C Funding Group shall be made on a pro rata
basis based on the Class C Funding Group Limit of such Class C Funding Group as
a percentage of the aggregate Class C Funding Group Limits of all Class C
Funding Groups and each Class C Advance by a Non-Conduit Lender in a Class C
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 C Funding Group (except as otherwise provided in the proviso to the last
sentence of this Section 2.1(i)). Payments or prepayments of the Class C
Advances may be reborrowed from time to time prior to the Conversion Date as
Additional Class C 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 C Funding Groups to fund Advances hereunder are
several and not joint; provided, however, that if a Class C
Funding Group shall fail to fund a Class C Advance pursuant to the terms
hereof, any other Class C Funding Group may, in its sole discretion, fund all
or any portion of such Class C Advance without regard to the pro rata
provisions of this Agreement and without regard to the Class C Funding Group
Limit of such Class C Funding Group or the Non-Conduit Lender Commitment of any
Non-Conduit Lender included in such Class C Funding Group which shall be deemed
adjusted to reflect any such funding without any other act by any Person being
necessary.


 


(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


 


60

















 


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 cooperations 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 substantially in the
form of Exhibit A 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
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, allocated among Class A Advances, Class B
Advances and Class C 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 on the Closing Date.


 


(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 (A) if constituting proceeds of a Class B Advance, to be
transferred from the Borrower Funding Account for deposit into the Liquidity
Reserve Account,


 


61

















 


and (B) if
constituting proceeds of a Class C Advance, to be transferred from the Borrower
Funding Account for deposit into the Class C 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, Class B Advances and Class C 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.


 


(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.


 


62

















 


(iv)          The Administrative
Agent shall, three (3) 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 (that is, on the Determination Date, which is three
Business Days prior to its related Payment Date), 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 7.1,
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
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, 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 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 and
Class C 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 or Class C Reserve Account, respectively, to increase the balances
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).


 


63

















 


(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 in a Class B Funding
Group or Class C Funding Group 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 receives 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 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;


 


(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; and;


 


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


 


64

















 


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
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


 


65

















 


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 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


 


66

















 


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 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;


 


67

















 


(iii)          the Outstanding
Class C Principal Amount hereunder shall not exceed the Maximum Class C
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.


 


(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.


 


(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.


 


(d) 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.


 


68














 


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 letter agreement between the Administrative Agent and the Borrower
dated as of April 26, 2006 (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 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.


 


69

















 


(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 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


 


70

















 


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, Class B Lender or Class C 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, Class B Advances or Class C Advances, respectively, and such other
Obligations of the other Class A Lenders, Class B Lenders or Class C 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, Class B Advances or Class C
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


 


(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


 


71

















 


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/CLASS C RESERVE


 


SECTION 5.1         Establishment of Reserve Accounts.


 


(a) Liquidity
Reserve; Class C Reserve.


 


(i)            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.


 


(ii)           On or prior to the
Initial Advance Date, the Borrower shall have opened an account (number 51947)
in the name of the Borrower maintained with the Account Bank (the “Class C
Reserve Account”) and deposited into such Class C Reserve Account an amount
at least equal to the Initial Required Class C 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 C
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 and the Class C Reserve Account.


 


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


 


(i)            The Liquidity
Reserve Account and the Class C Reserve Account shall each 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 such Liquidity Reserve Account or Class C
Reserve Account.


 


(ii)           The taxpayer
identification number associated with the Liquidity Reserve Account and the
Class C 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 or the Class C Reserve
Account.


 


(iii)          All funds on
deposit in the Liquidity Reserve Account or the Class C 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


 


72

















 


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 or the Class C 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
or the Class C 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 and the Class C 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 upon the
outstanding principal amount of Advances funded by such Lenders), and (2) to
the counterparties on any Hedge Agreements for the hedge termination


 


73

















 


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) Class C
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 a “Class C
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 Class C Reserve


 


74

















 


Account in an
amount equal to the lesser of (i) the amount then available to be drawn under
the Class C Reserve Account and (ii) the applicable Class C 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 Class C
Insufficiency being otherwise paid, in the order of priority set forth below:


 


(A) ratably to each Class C 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 C Advances
funded by such Funding Agent’s Funding Group (it being agreed that each Class C
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


 


(B) ratably to each Class C Funding Agent in respect of outstanding
Class C Advances funded by such Funding Agent’s Funding Group, in the amount of
the Class C Borrowing Base Deficiency on such Payment Date (it being agreed
that each Class C 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 Class C Reserve Account in full
and immediately deposit into the Collection Account for distribution pursuant
to the Flow of Funds on the next Payment Date, but solely for the purpose of
paying (A) Class C Insufficiency in respect of Yield, if any, and (B) otherwise
Class C Advances outstanding, an amount equal to the proceeds of such draw
minus a holdback amount, if any, specified by the Administrative Agent. To the
extent that a Class C Insufficiency in respect of Yield shall exist on any
Payment Date following the occurrence and during the continuance of an Event of
Default, the Collateral Agent (at the written direction of the Administrative
Agent) shall make a withdrawal from the remaining funds in the Class C Reserve
Account in an amount equal to the lesser of (i) the amount then available to be
withdrawn from the Class C 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 Class C Insufficiency in
respect of Yield, and all or a portion of any remaining unapplied amounts in
the Class C Reserve Account may, at the written direction of the Administrative
Agent, also be directed to be applied to the repayment of outstanding Class C
Advances.


 


(f) To the
extent that the Class C 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 Class C


 


75

















 


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.


 


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 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 Closing Date, or the
initial implementation after the Closing Date of any such law, rule, regulation
or guideline adopted but


 


76

















 


not initially
implemented prior to the 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 (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 Closing Date regarding capital adequacy, or the initial
implementation after the Closing Date of any such law, rule, regulation or
guideline adopted but not initially implemented prior to the 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).


 


77

















 


(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 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


 


78

















 


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 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
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.


 


79

















 


(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


 


80

















 


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 have received


 


81

















 


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 7.1         Conditions to Effectiveness;
Conditions to Release of Initial Advances. The effectiveness of this
Agreement and the availability of the Initial Advance hereunder on the Closing
Date is subject to the fulfillment of the following conditions precedent (in
addition to the conditions precedent to all Advances specified in Section
7.5 hereof):


 


(a) Patriot
Act, Etc. The Administrative Agent, each Funding Agent and each Lender has
received all requested information required pursuant to their obligations under
the Patriot Act, as contemplated by Section 17.16 hereof.


 


(b) No
Borrowing Base Deficiency. After giving effect to the Initial Advance and
each acquisition of an Initial Financed Aircraft into the Borrower’s Portfolio
contemplated thereby (and for the avoidance of doubt, determining each
Borrowing Base for this purpose giving effect to the inclusion of such 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 Initial Advance Request and
borrowing base certification demonstrating the foregoing).


 


(c) Aircraft
and Lessee Limitations. If Critical Mass will exist after giving effect to
the Initial Advance, the acquisition of the related Initial Aircraft into the
Borrower’s Portfolio does not constitute either an Aircraft Limitation Event or
a Lessee Limitation Event.


 


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


 


(e) Off-Lease Aircraft.     Of
the Initial Financed Aircraft, not more than 10% (measured by Adjusted
Borrowing Value) of such Aircraft are Off-Lease.


 


82

















 


(f) Adjusted Borrowing Value.   
The Adjusted Borrowing Value of the Initial Financed Aircraft will be at
least $40,000,000.


 


(g) Deliveries.
The Administrative Agent shall have received all of the following, each duly
executed and 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 as indicated below:


 


(i)            Credit Documents.
Executed originals of each of this Agreement, and the other Credit Documents
(other than the Pledge of Borrower Equity), in each case executed by each of
the parties thereto, together with all schedules and exhibits thereto, and each
of which shall have become effective pursuant to the respective terms thereof, provided, that with respect to Borrower
Subsidiaries involved in the Initial Advance, this delivery condition may be
satisfied by such Borrower Subsidiaries becoming grantor parties under the
Security Trust Agreement by delivery of an executed supplement thereto
immediately following the release of related Initial Advance proceeds to the
Borrower;


 


(ii)           Aircraft
Acquisition Documents. Copies of the Aircraft Acquisition Documents in
respect of the Initial Financed Aircraft;


 


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


 


(iv)          Incumbency. Certified
specimen signatures of officers of the Borrower, each Service Provider, and
each Borrower Subsidiary;


 


(v)           Good Standing.
Certificates issued as of a recent date by the Secretaries of State or
comparable officials of the respective jurisdictions of formation of the
Borrower, each Borrower Subsidiary, AerCap and each Service Provider as to the
due existence and good standing (to the extent such concept is applicable) of
such Person;


 


(vi)          Opinions. Favorable
opinions of (A) special New York and Irish counsel to the Borrower, the Service
Providers, the Supporting Party and the Borrower Subsidiaries, (B) counsel to
the Collateral Agent and Account Bank, and (C) special Irish counsel to the
Lenders, in each case substantially in the forms set forth at Exhibits K
and L, respectively, hereto;


 


(vii)         Organizational
Documents. The Organizational Documents of the Borrower, the Supporting
Party and each Service Provider, and each of the Borrower Subsidiaries,
certified as of a recent date, which, in the case of the Borrower and each of
the Borrower Subsidiaries, if permitted under applicable law, shall contain
limitations on purpose and other bankruptcy remoteness provisions reasonably
satisfactory to the Administrative Agent;


 


83

















 


(viii)        Operating
Documents. Operating Documents of the Borrower, the Supporting Party and
each Service Provider, and each of the Borrower Subsidiaries, certified as of a
recent date, which, in the case of the Borrower and each of the Borrower
Subsidiaries, shall contain limitations on purpose and other bankruptcy
remoteness provisions satisfactory to the Administrative Agent in its
reasonable discretion;


 


(ix)           FAA Counsel
Opinions. With respect to each Initial Financed Aircraft registered in the
United States, if any, 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;


 


(x)            Local Counsel
Opinions. With respect to each Initial 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 Initial 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 (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 Approved Country
List as in effect on the Initial Advance Date;


 


(xi)           Cape Town
Registration Opinions. With respect to each Initial Financed Aircraft or
related Aircraft Asset as to which any of the transactions contemplated in the
Initial Advance are creating or assigning (either absolutely or by grant of a
security interest) 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 Initial
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 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;


 


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


 


84

















 


(xiii)         Aircraft
Insurance. (A) With respect to each of the Initial Financed Aircraft,
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 Policy, together with all
endorsements required under the Transaction Documents;


 


(xiv)        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; and


 


(xv)         Appraisals.
Initial Current Market Value Appraisals and Initial Base Value Appraisals in
respect of each Initial Financed Aircraft.


 


(h)   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 items of Borrower
Collateral 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
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 and that are evidenced by certificated instruments or securities,
the entry into an Irish Pledge with respect to such interests);


 


(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 each of
the Aircraft Owning Entities and other Borrower Subsidiaries, 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 pledge;


 


(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,
as applicable) with respect to any uncertificated Equity Interests of the
Aircraft Owning Entities and the Owner Participants;


 


85

















 


(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;


 


(v)           Subject to the
proviso 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, 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 Advance, an “international
interest” then it is not a condition precedent to the related Advance to
undertake the search or any of the registrations described in clause (C)
immediately below, and (C) where the related Lease is or has become, at the
time of the Advance, an “international interest”, it is a condition to the
release of funds to the Borrower for the related Advance that (i) a search of
the registry with respect to the relevant Aircraft reveals no prior
registration of an interest or prospective interest in such Lease (other than
by the Lessor), (ii) the Lessor’s interest in the Lease be registered
(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


 


(vi)          For each Initial
Lease with a Lessor that is located within a State (or the District of
Columbia) within the United States (within the meaning of Article 9 of the
UCC), 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 a duplicate “hard copy” original thereof signed by the Lessee if
available.


 


(i) [Reserved].


 


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


 


(k) Reserve
Accounts. The Administrative Agent shall have received evidence of
compliance with the requirements of Section 5.1 as to the Initial
Required Liquidity Reserve Amount and the Initial Required Class C Reserve
Amount.


 


(l) Financial
Statements. The Administrative Agent shall have received audited financial
statements for the AerCap Group for the year ended December 31, 2005 (with a
draft


 


86

















 


form
containing notes being deemed acceptable for this purpose, to the extent the
actual final audited statement is not yet available) and any other financial
statements as are available and reasonably requested by the Administrative
Agent.


 


(m) 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 proves to
have been inaccurate or incomplete in any material respect; (ii) any change
which has had, or could reasonably be expected to have, in the sole
determination of the Administrative Agent, a materially adverse effect on (A)
the condition (financial or otherwise), business or operations of the AerCap
Group, taken as a whole, or (B) the Aircraft Assets, taken as a whole; (iii)
any material adverse change in the loan syndication market, the asset-backed
securities market or the aircraft sales market; (iv) the Administrative Agent
is not satisfied that the transactions, arrangements, or dispositions of assets
contemplated by, or incidental to, the Borrower Acquisitions in respect of the
Initial Financed Aircraft have been consummated in accordance with the
provisions of the Borrower Acquisition Documents; or (v) there shall be any
pending or threatened litigation or other proceeding (private or governmental)
with respect to such Borrower Acquisition Documents, the Transaction Documents
or any of the transactions contemplated thereby.


 


(n) Payment
of Fees. Payment in full of all Fees and Collateral Agent Fees and Expenses
due on the Initial Advance Date.


 


(o) Payment
of Costs and Expenses. Payment of all costs and expenses (including legal
fees) accrued prior to the Closing Date and the Initial Advance Date, as
applicable, 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 in
order to mutually close on the Initial Advances on the Closing Date.


 


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


 


(q) No
Event of Loss. No Event of Loss has occurred with respect to any one or
more Initial Financed Aircraft as of the Initial Advance Date.


 


(r) Hedging
Policy. The Borrower shall have implemented Eligible Hedge Agreements with
Eligible Counterparties in compliance with the Hedging Policy.


 


(s) 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.


 


87

















 


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
7.1 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.


 


(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


 


88

















 


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 (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


 


89

















 


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 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


 


90

















 


(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)
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);


 


(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
proviso below, there shall have been delivered evidence satisfactory to the
Administrative Agent of the taking of such actions (including


 


91

















 


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, 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 it is not a
condition precedent to such release of proceeds to undertake the search or any
of the registrations described in clause (C) immediately below, and (C) 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 interest or prospective interest in such Lease (other than
by the Lessor), (ii) the Lessor’s interest in the Lease be registered
(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


 


(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
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 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


 


92

















 


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 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, and that the Class C Reserve Account shall have been
funded so as to equal the Required Class C Reserve Amount (in each case 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 (in the case of the Liquidity Reserve Account) and Class C
Advances (in the case of the Class C Reserve Account).


 


(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.


 


93














 


(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 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 7.1 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. Each of the Liquidity
Reserve Account and the Class C Reserve Account is (or will be, after giving
effect to the Improvement Advance) fully funded to the level of the Required
Liquidity Reserve Amount or Required Class C Reserve Account, as applicable.


 


(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:


 


94

















 


(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.


 


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 7.1 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. Each of the Liquidity Reserve
Account and the Class C 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 or Required Class C Reserve Account, as applicable.


 


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 7.1, 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,


 


95

















 


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).


 


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, Liquidity Reserve Account or Class C 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.


 


96

















 


(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 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;


 


97

















 


(B) to the Security Deposit Account, cash or cash proceeds other than
Security Deposits relating to the Aircraft (or the related payment 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, Class B Funding Agent and
Class C Funding Agent (based on outstanding Class A Advances funded by each
Class A Funding Agent’s Class A Funding Group, on outstanding Class B Advances
funded by each Class B Funding Agent’s Class B Funding


 


98

















 


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


 


(C) pro rata, to the applicable payees, for payment or reimbursement of
Borrower Expenses and, during the Amortization Period, or if a Funding
Threshold Event shall have occurred and be continuing, 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


 


99

















 


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 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) ratably to each Class C Funding Agent (based on outstanding Class C
Advances funded by each Class C Funding Agent’s Class C Funding Group), any
Yield due under this Agreement in respect of outstanding Class C Advances (it
being agreed that each Class C 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);


 


(M) ratably to the Class C Funding Agents and the Class C 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 C Funding Agent or a Class C Lender
pursuant to the terms of any of the Transaction Documents;


 


(N) ratably to each Class C Funding Agent (based on outstanding Class C
Advances funded by each Class C Funding Agent’s Class C Funding Group), in the
amount of the Class C Borrowing Base Deficiency on such Payment Date (it being
agreed that each Class C 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);


 


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


 


(P) to fund the Class C Reserve Account up to the Required Class C
Reserve Amount;


 


(Q) during the Amortization Period or if a Funding Threshold Event shall
have occurred and be continuing, 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


 


100

















 


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);


 


(R) during the Amortization Period or if a Funding Threshold Event
shall have occurred and be continuing, 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);


 


(S) during the Amortization Period or if a Funding Threshold Event
shall have occurred and be continuing, ratably to each Class C Funding Agent
(based on outstanding Class C Advances funded by each Class C Funding Agent’s
Class C Funding Group), on behalf of the related Class C Lenders, in reduction
of the Outstanding Class C Principal Amount, an amount equal to the amount
required to reduce the aggregate outstanding principal balance of all Class C
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 C 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 C Advances as
of the Conversion Date divided by 120 (the “Class C Scheduled
Principal Payments”) (it being agreed that each Class C 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);


 


101

















 


(T) during the Amortization Period or if a Funding Threshold Event
shall have occurred and be continuing, 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);


 


(U) during the Amortization Period or if a Funding Threshold Event
shall have occurred and be continuing, 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);


 


(V) during the Amortization Period or if a Funding Threshold Event
shall have occurred and be continuing, ratably to each Class C Funding Agent
(based on outstanding Class C Advances funded by each Class C Funding Agent’s
Class C Funding Group), on behalf of the related Class C Lenders, in reduction
of the Outstanding Class C Principal Amount, the amount required to reduce the
Outstanding Class C Principal Amount to zero (it being agreed that each Class C
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);


 


(W) 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;


 


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


 


(Y) 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


 


102

















 


(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, Class B Funding Agent and
Class C Funding Agent (based on outstanding Class A Advances funded by each
Class A Funding Agent’s Class A Funding Group, on outstanding Class B Advances
funded by each Class B Funding Agent’s Class B Funding Group, and on
outstanding Class C Advances funded by each Class C Funding Agent’s Class C
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;


 


(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;


 


103

















 


(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 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 C Funding Agent (based on outstanding Class C
Advances funded by each Class C Funding Agent’s Class C 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 C Advances (it being agreed that each Class C 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);


 


(K) ratably to the Class C Funding Agents and the Class C 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 C Funding Agent or a
Class C Lender pursuant to the terms of any of the Transaction Documents;


 


(L)  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);


 


(M) 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


 


104

















 


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);


 


(N) 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);


 


(O) ratably to each Class C Funding Agent (based on outstanding Class C
Advances funded by each Class C Funding Agent’s Class C Funding Group), any
remaining Yield due under this Agreement in respect of outstanding Class C
Advances (it being agreed that each Class C 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);


 


(P) ratably to each Class C Funding Agent (based on outstanding Class C
Advances funded by each Class C Funding Agent’s Class C Funding Group), on
behalf of the related Class C Lenders, in reduction of the Outstanding Class C
Principal Amount, the amount required to reduce the Outstanding Class C
Principal Amount to zero (it being agreed that each Class C 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 Servicer, for Servicer Advance Reimbursements (together with
accrued and unpaid interest thereon);


 


(R)  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


 


(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.


 


(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


 


105

















 


amount shall
be deemed not to have been so received but rather to have been retained by the
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.


 


106

















 


(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 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.


 


SECTION
8.2  Investments. All funds on
deposit in the Collection Account, the Maintenance Reserve Account, the
Security Deposit Account, the Liquidity Reserve Account and the Class C 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, the Liquidity Reserve Account and the Class C 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, the Liquidity Reserve Account and the Class C 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).


 


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:


 


107

















 


(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 copayments, if applicable).


 


(iv)          The Servicer shall, on every third
Determination Date occurring following the 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 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.


 


108

















 


(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 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 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


 


109

















 


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 B.V., 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 B.V.
confirming that AerCap Group is in compliance with the net worth requirements
in Section 12.1(f) hereof.


 


(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


 


110

















 


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 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;


 


111

















 


(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 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.


 


112

















 


(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;


 


(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


 


113

















 


(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, 2005, 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
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


 


114

















 


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 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
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.


 


115

















 


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 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,


 


116

















 


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
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


 


117

















 


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 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


 


118














 


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 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 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


 


119

















 


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.


 


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.


 


120

















 


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 Class C 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 Class C 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 Class C 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.


 


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.


 


121

















 


(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 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


 


122

















 


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 7.1 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.


 


(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.


 


123

















 


(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.


 


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


 


124

















 


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
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.


 


125

















 


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.


 


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,


 


126

















 


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, (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) 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 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


 


127

















 


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.


 


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.


 


128

















 


(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.


 


(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.


 


129

















 


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 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.


 


130

















 


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 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.


 


131

















 


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 AerCap B.V., 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,


 


132

















 


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 B.V.
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 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 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


 


133

















 


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 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


 


134

















 


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) the sale of the
Borrower Subsidiaries and/or 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 or Lease, and (v) 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 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 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.


 


135

















 


(h) 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. 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. 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.


 


(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 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). 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.


 


(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


 


136

















 


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.


 


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.


 


137

















 


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
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.


 


138

















 


SECTION
10.28  Organizational Documents. 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 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 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”), (ii) in the case of Improvement Advances, to finance a
reimbursement or otherwise in respect of Approved Asset Improvement Costs,
(iii) 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,
(iv) in the case of Initial Advances,


 


139

















 


to pay certain
expenses, (v) 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, and (vi) in
the case of Class C Advances, and in addition to the foregoing, to fund the
Class C 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 establish and
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.


 


(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.


 


140

















 


(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 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.


 


141

















 


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.


 


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


 


142

















 


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;


 


(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
Performance Guarantor;


 


(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 B.V., provided, that to
the extent that AerCap B.V. or its parent succeeding AerCap Holdings C.V.
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 AerCap
B.V. or such parent (as the case may be) itself (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.


 


143














 


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 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, the Class C 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.


 


144

















 


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 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


 


145

















 


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 Class C Advance if no Class A or Class B Advances remain
outstanding) or any commitment Fees payable to a Lender or Funding Agent
(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, the Class C 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 or the Class C 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


 


146

















 


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 Purchase Agreement Guarantor;


 


(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 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 Performance Guarantor or Purchase Agreement Guarantor, as applicable;
(ii) the Borrower, any Borrower Subsidiary, the Performance Guarantor or the
the Purchase Agreement Guarantor 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.


 


147

















 


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. The
Class C Majority Lenders shall have the right to direct the Administrative
Agent to so accelerate the Advances when both the Class A Advances, the Class B
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 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


 


148

















 


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 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.


 


(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, one or more holders of the AerCap Sub Notes 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 holders 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 holder(s) of the AerCap Sub
Notes 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,


 


149

















 


(i) 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); and


 


(ii) each Class C Lender shall have the right (which shall not expire
upon any purchase of the Class A Advances pursuant to paragraph (a) above) to
purchase all, but not less than all, of the Class A Advances and the Class B
Advances upon ten days’ written notice to the Administrative Agent, the
Collateral Agent and each other Class C Lender, provided that (A) if prior to the end of such ten-day period
any other Class C Lender notifies such purchasing Class C Lender that such
other Class C Lender wants to participate in such purchase, then such other
Class C Lender may join with the purchasing Class C Lender to purchase all, but
not less than all, of the Class A Advances and the Class B Advances pro rata
based on the respective Class C Lenders’ proportionate share of all Class C
Advances outstanding and (B) if prior to the end of such ten-day period any
other Class C Lender fails to notify the purchasing Class C Lender of such
other Class C Lender’s desire to participate in such a purchase, then such
other Class C Lender shall lose its right to purchase the Class A Advances and
Class B Advances pursuant to this Section 13.03(d).


 


The purchase
price with respect to the Class A Advances (or Class B Advances, if applicable)
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 or Class B Lenders (if applicable) under this Agreement; provided that no such purchase of Class A
Advances or Class B 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 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 or
Class B Advances, as the case may be, 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 13.03(d). Each
Class A Lender agrees by its acceptance of its Class A Advances that it will,
upon payment from such Class B Lender or Class C Lender(s), as the case may be,
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


 


150

















 


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. Each Class B Lender agrees by its acceptance of its Class
B Advances that it will, upon payment from such Class C Lender(s), as the case
may be, 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 B
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 B Lender obligations under this Agreement. The Class B Advances  will be deemed to be purchased on the date
payment of the purchase price is made notwithstanding the failure of the Class
B Lenders to deliver any Note and, upon such a purchase, (i) the only rights of
the Class B Lenders will be to deliver the Class B Advances to the purchaser(s)
and receive the purchase price for such Class B Advances and (ii) if the
purchaser(s) shall so request, such Class B Lenders will comply with all the
provisions of the Credit Agreement to enable new Class B Advances to be issued
to the purchaser in such denominations as it shall request. All charges and
expenses in connection with the issuance of any such new Class B Lender 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


 


151

















 


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; (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.


 


152

















 


(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


 


153

















 


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.


 


154

















 


(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


 


155

















 


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


 


156

















 


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


 


157

















 


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


 


158

















 


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


 


159

















 


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


 


160

















 


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.


 


161

















 


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


 


162

















 


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, Class B Advances or
Class C Advances by any assignee of such Non-Conduit Lender Commitment of a
Class A Lender, Class B Lender or Class C 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, Class B Lender or Class C 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


 


163

















 


any portion of
its rights under this Agreement and 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.


 


164

















 


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 of acquisition thereof to
have agreed to be bound by the provisions of this Section 15.5. No Note,
Advances and/or Non-Conduit Lender Commitment may be transferred, and no
Funding Agent shall register the transfer of a Note, Advance and/or Non-Conduit
Lender Commitment, unless the proposed transferee shall have delivered to such
Funding Agent and the Administrative Agent either (i) evidence satisfactory to
it that the transfer of such Note, Advance and/or Non-Conduit Lender Commitment
is exempt from registration or qualification under the Securities Act of 1933,
as amended, and all applicable state securities laws and that the transfer does
not constitute a “prohibited transaction” under ERISA or (ii) an express
agreement by the proposed transferee to be bound by and to abide by the
provisions of this Section 15.5 and, if applicable, the restrictions
noted on the face of such Note.


 


(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


 


165

















 


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 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


 


166

















 


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 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 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);


 


167

















 


(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, 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


 


168














 


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 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, Class C Advances
Limit, Class C Borrowing Base, Class C Borrowing Base Deficiency, Conversion
Date, Facility Termination Date, Initial Class A Borrowing Base, Initial Class
B Borrowing Base, Initial Class C Borrowing Base, Initial Liquidity Reserve
Amount, Initial Class C Reserve Amount, Required Liquidity Reserve Amount,
Required Class C Reserve Amount, Maximum Aggregate Principal Amount, Maximum
Class A Principal Amount, Maximum Class B Principal Amount and Maximum Class C
Principal Amount;


 


169

















 


(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, Class
B Scheduled Principal Payment or Class C 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;


 


(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, Class B Lenders or Class C
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, Class C 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;


 


170

















 


(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.


 


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


 


171

















 


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 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.


 


172

















 


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, 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.


 


173

















 


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 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


 


174

















 


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.


 


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.


 


175

















 


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.


 


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


 


176

















 


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
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.


 


[Signature pages to follow.]


 


177

















 


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:

  	
  /s/ Jonathan Law

  
	
   

  	
   

  	
  Name:

  	
   

  	
  JONATHAN LAW

  
	
   

  	
   

  	
  Title:

  	
   

  	
  DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  AERCAP LRELAND LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sen Brennan

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Sen Brennan

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  AerCap Ireland Limited

  
	
   

  	
  AerCap House

  
	
   

  	
  Shannon

  
	
   

  	
  Ireland

  
	
   

  	
  Attention: Company
  Secretary

  
	
   

  	
  Facsimile No.: +353 61 723850

  
						



 

















 


	
   

  	
  AERCAP ADMINISTRATIVE
  SERVICES

  
	
   

  	
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sen Brennan

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Sen Brennan

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  AerCap Administrative
  Services Limited

  
	
   

  	
  AerCap House

  
	
   

  	
  Shannon

  
	
   

  	
  Ireland

  
	
   

  	
  Attention: Company
  Secretary

  
	
   

  	
  Facsimile No.: +353 61 723850

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AERCAP CASH MANAGER I1
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sen Brennan

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Sen Brennan

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  AerCap Cash Manager II
  Limited

  
	
   

  	
  AerCap House

  
	
   

  	
  Shannon

  
	
   

  	
  Ireland

  
	
   

  	
  Attention: Company Secretary

  
	
   

  	
  Facsimile No.: : +353 61 723850

  
						



 

















 


 


	
   

  	
  UBS REAL
  ESTATE SECURITIES INC., as a

  
	
   

  	
  UBS
  Non-ConduLLender and Class A Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Prakash Wadhwani

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Prakash
  Wadhwani

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shahid Quraishi

  
	
   

  	
   

  	
  Name:

  	
   

  	
  SHAHID QURAISHI

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1285 Avenue
  of the Americas -
  1lth 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 -
  1lth 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

  
						



 

















 


	
   

  	
  UBS
  SECURITIES LLC, as Administrative Agent

  
	
   

  	
  and as UBS
  Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Prakash Wadhwani

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Prakash
  Wadhwani

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mostafiz Shah Mohammed

  
	
   

  	
   

  	
  Name:

  	
   

  	
  MOSTAFIZ SHAH MOHAMMED

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Executive Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1285 Avenue
  of the Americas -
  1lth 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 -
  1lth
  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

  
								



 

















 


	
   

  	
  UBS REAL
  ESTATE SECURITIES INC., as a

  
	
   

  	
  UBS
  Non-Conduit Lender and Class B Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Prakash Wadhwani

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Prakash
  Wadhwani

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shahid Quraishi

  
	
   

  	
   

  	
  Name:

  	
   

  	
  SHAHID QURAISHI

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1285 Avenue
  of the Americas -
  1lth 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 -
  1lth 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

  
						



 

















 


	
   

  	
  UBS REAL ESTATE SECURITIES INC., as a

  
	
   

  	
  UBS
  Non-Conduit Lender and Class C Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Prakash Wadhwani

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Prakash
  Wadhwani

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shahid Quraishi

  
	
   

  	
   

  	
  Name:

  	
   

  	
  SHAHID QURAISHI

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1285 Avenue
  of the Americas -
  1lth
  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 -
  1lth Floor

  
	
   

  	
  New York, NY10019

  
	
   

  	
  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 Fenante

  
	
   

  	
  Telephone
  No.: 203-719-1251

  
	
   

  	
  e-mail:
  DL-RESIFUNDING@ubs.com

  
						



 

















 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY
  AMERICAS,

  
	
   

  	
  as Collateral Agent
  and as Account Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eileen M. Hughes

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Eileen M. Hughes

  
	
   

  	
   

  	
  Title:

  	
   

  	
  VICE President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  60 Wall Street - 26thFloor

  
	
   

  	
  New York, NY 10005

  
	
   

  	
  Attention: 

  	
  Trust and
  Securities/Structured Finalee 
Services

  
	
   

  	
  Facsimile
  No.: 1-908-608-3215

  
							



 

















 


Appendix I


 


Portfolio Limitations and Eligible Aircraft


 


TABLE
1


 


 


	
   

  	
   

  	
   

  	
   

  	
  Maximum Aircraft

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Type Concentration

  	
   

  	
  Maximum Age

  	
   

  
	
  Aircraft Type

  	
   

  	
  Category

  	
   

  	
  Percentage*

  	
   

  	
  (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


 


	
   

  	
   

  	
   

  	
   

  	
  Class A

  	
   

  	
  Class A

  	
   

  	
  Class B

  	
   

  	
   

  	
   

  	
  Class C

  	
   

  	
  Class C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Advance

  	
   

  	
  Advance

  	
   

  	
  Advance

  	
   

  	
  Class B

  	
   

  	
  Advance

  	
   

  	
  Advance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Rate

  	
   

  	
  Rate

  	
   

  	
  Rate

  	
   

  	
  Advance

  	
   

  	
  Rate

  	
   

  	
  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  before

  	
   

  	
  after

  	
   

  	
  before

  	
   

  	
  Rate after

  	
   

  	
  before

  	
   

  	
  after

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Critical

  	
   

  	
  Critical

  	
   

  	
  Critical

  	
   

  	
  Critical

  	
   

  	
  Critical

  	
   

  	
  Critical

  	
   

  
	
  Aircraft
  Type

  	
   

  	
  Category

  	
   

  	
  Mass

  	
   

  	
  Mass

  	
   

  	
  Mass

  	
   

  	
  Mass

  	
   

  	
  Mass

  	
   

  	
  Mass

  	
   

  
	
  A319-100

  	
   

  	
  1

  	
   

  	
  62

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  	
  77

  	
  %

  	
  80

  	
  %

  	
  85

  	
  %

  
	
  A320-200 (A1 Engine)

  	
   

  	
  2

  	
   

  	
  57

  	
  %

  	
  62

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  	
  75

  	
  %

  	
  80

  	
  %

  
	
  A320-200 (Non A1 Engine) ***

  	
   

  	
  1

  	
   

  	
  62

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  	
  77

  	
  %

  	
  80

  	
  %

  	
  85

  	
  %

  
	
  A321-200

  	
   

  	
  1

  	
   

  	
  62

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  	
  77

  	
  %

  	
  80

  	
  %

  	
  85

  	
  %

  
	
  B737-300

  	
   

  	
  2

  	
   

  	
  57

  	
  %

  	
  62

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  	
  75

  	
  %

  	
  80

  	
  %

  
	
  B737-300F

  	
   

  	
  2

  	
   

  	
  57

  	
  %

  	
  62

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  	
  75

  	
  %

  	
  80

  	
  %

  
	
  B737-400

  	
   

  	
  2

  	
   

  	
  57

  	
  %

  	
  62

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  	
  75

  	
  %

  	
  80

  	
  %

  
	
  B737-400F

  	
   

  	
  2

  	
   

  	
  57

  	
  %

  	
  62

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  	
  75

  	
  %

  	
  80

  	
  %

  
	
  B737-500

  	
   

  	
  3

  	
   

  	
  51

  	
  %

  	
  56

  	
  %

  	
  61

  	
  %

  	
  66

  	
  %

  	
  69

  	
  %

  	
  74

  	
  %

  
	
  B737-700

  	
   

  	
  1

  	
   

  	
  63

  	
  %

  	
  68

  	
  %

  	
  73

  	
  %

  	
  78

  	
  %

  	
  81

  	
  %

  	
  86

  	
  %

  
	
  B737-800

  	
   

  	
  1

  	
   

  	
  63

  	
  %

  	
  68

  	
  %

  	
  73

  	
  %

  	
  78

  	
  %

  	
  81

  	
  %

  	
  86

  	
  %

  
	
  B747-400F

  	
   

  	
  2

  	
   

  	
  58

  	
  %

  	
  63

  	
  %

  	
  68

  	
  %

  	
  73

  	
  %

  	
  76

  	
  %

  	
  81

  	
  %

  
	
  B757-200Pax

  	
   

  	
  3

  	
   

  	
  52

  	
  %

  	
  57

  	
  %

  	
  62

  	
  %

  	
  67

  	
  %

  	
  70

  	
  %

  	
  75

  	
  %

  
	
  B757-200F

  	
   

  	
  2

  	
   

  	
  60

  	
  %

  	
  65

  	
  %

  	
  70

  	
  %

  	
  75

  	
  %

  	
  78

  	
  %

  	
  83

  	
  %

  
	
  B767-300ER

  	
   

  	
  3

  	
   

  	
  51

  	
  %

  	
  56

  	
  %

  	
  61

  	
  %

  	
  66

  	
  %

  	
  69

  	
  %

  	
  74

  	
  %

  
	
  B777-200ER

  	
   

  	
  2

  	
   

  	
  58

  	
  %

  	
  63

  	
  %

  	
  68

  	
  %

  	
  73

  	
  %

  	
  76

  	
  %

  	
  81

  	
  %

  
	
  B777-300ER

  	
   

  	
  2

  	
   

  	
  58

  	
  %

  	
  63

  	
  %

  	
  68

  	
  %

  	
  73

  	
  %

  	
  76

  	
  %

  	
  81

  	
  %

  
	
  A330-200

  	
   

  	
  2

  	
   

  	
  56

  	
  %

  	
  61

  	
  %

  	
  66

  	
  %

  	
  71

  	
  %

  	
  74

  	
  %

  	
  79

  	
  %

  
	
  A330-300

  	
   

  	
  3

  	
   

  	
  49

  	
  %

  	
  54

  	
  %

  	
  59

  	
  %

  	
  64

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  
	
  MD-11F

  	
   

  	
  3

  	
   

  	
  49

  	
  %

  	
  54

  	
  %

  	
  59

  	
  %

  	
  64

  	
  %

  	
  67

  	
  %

  	
  72

  	
  %

  



 






*** 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

  
	
  Pacific

  	
   

  	
  Australia,
  Hong Kong, Japan, New Zealand and Singapore

  



 


A-1-3

















 


	
  Region (continued)

  	
   

  	
  Country (continued)

  
	
   

  	
   

  	
   

  
	
  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-1-4

















 


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


 


This
Assignment and Assumption (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 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:

  	
  [                  ],
  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

  
	
   

  	
   

  	
   

  
	
  (f)

  	
  Collateral
  Agent:

  	
  [Deutsche
  Bank Trust Company Americas]

  



 


C-2

















 


	
  (g)

  	
  Credit
  Agreement:

  	
  That certain
  Credit Agreement dated as of [        ],
  2006 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,
  as Class A Lenders, UBSRESI (“B Lender”), and other financial
  institutions named therein, as Class B Lenders, UBSRESI and the other financial
  institutions named therein, as Class C Lenders, UBS Securities LLC as the
  Administrative Agent and as UBS Funding Agent, the other funding agents named
  therein, and the Collateral Agent.

  
	
   

  	
   

  	
   

  
	
  (h)

  	
  Assigned
  Interest:

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
  Amount of

  	
   

  	
  Percentage of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount of

  	
   

  	
  Non-Conduit

  	
   

  	
  Non-Conduit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class of

  	
   

  	
  Non-Conduit

  	
   

  	
  Lender

  	
   

  	
  Lender

  	
   

  	
   

  	
   

  	
  Amount of

  	
   

  	
  Percentage

  	
   

  
	
  Advances and

  	
   

  	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Commitment

  	
   

  	
  Amount of

  	
   

  	
  Advances of

  	
   

  	
  of Advances

  	
   

  
	
  commitments

  	
   

  	
  Commitment

  	
   

  	
  of        (2)

  	
   

  	
  of         (3)

  	
   

  	
  Advances of

  	
   

  	
         (5)

  	
   

  	
  of       (6)

  	
   

  
	
  assigned

  	
   

  	
  of         (1)

  	
   

  	
  assigned

  	
   

  	
  assigned

  	
   

  	
              (4)

  	
   

  	
  assigned

  	
   

  	
  assigned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   [Class A/Class B/Class C]

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
       .        

  	
  %

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
       .        

  	
  % 

  
																		



 






(1)           Applicable
A Lender, B Lender or C Lender.


 


(2)           Applicable
A Lender, B Lender or C Lender.


 


(3)           Applicable
A Lender, B Lender or C Lender.


 


(4)           Applicable
A Lender, B Lender or C Lender.


 


(5)           Applicable
A Lender, B Lender or C Lender.


 


(6)           Applicable
A Lender, B Lender or C 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 Assignee; 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


 






(7)           Delete
if an Event of Default has occurred.


 


1

















 


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.


 


2.  Payments.


 


From and after
the Effective Date, the [        ] Funding Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) 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.


 


2

















 


EXHIBIT D


 


Form of Quarterly Report


 


[See attached]


 


Exh. D-1

















 


EXHIBIT E


 


[Reserved]


 


Exh. E-1

















 


EXHIBIT F


 


[Reserved]


 


Exh. F-1

















 


EXHIBIT G


 


Form of Servicing Agreement


 


[See attached]


 


Exh. G-1

















 


EXHIBIT H


 


Form of Monthly Report


 


[See attached]


 


Exh. H-1

















 


EXHIBIT I


 


Form of Security Trust Agreement


 


[See attached]


 


Exh. I-1

















 


EXHIBIT J


 


Form of Participation Agreement


 


[See attached]


 


Exh. J-1

















 


EXHIBIT K


 


Forms of Opinion of Counsel


 


to Borrower Group/AerCap


 


Exh. K-1

















 


EXHIBIT L


 


Forms of Opinion of Counsel


 


To Administrative Agent/Lenders


 


Exh. L-1

















 


EXHIBIT M


 


Form of AerCap-Borrower Purchase Agreement


 


[See attached]


 


Exh. M-1

















 


EXHIBIT N


 


Form of Syndication Cooperation Agreement


 


[See attached]


 


Exh. 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 Class C 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 Class C 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.


 


Exh. N-A

















 


SCHEDULE I


 


List of Aircraft


 


[See attached]


 


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]


 


1

















 


SCHEDULE III


 


List of Leases


 


[See attached]


 


1

















 


SCHEDULE IV


 


List of Approved Countries


 


[See attached]


 


1

















 


SCHEDULE V


 


[Reserved]


 


1

















 


SCHEDULE VI


 


Account Details


 


[See attached]


 


1

















 


SCHEDULE VII


 


[Reserved]


 


1

















 


SCHEDULE VIII


 


Capitalization and Subsidiaries


 


[See attached]


 


1