EXECUTION TEXT
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		TRUST INDENTURE
	 

	 
		dated as of June 8, 2007
	 

	 
		 
	 

	 
		 
	 

	 
		among
	 

	 
		 
	 

	 
		 
	 

	 
		ACS 2007-1 LIMITED,
	 

	 
		as the Issuer
	 

	 
		ACS AIRCRAFT FINANCE IRELAND 2
		LIMITED,
	 

	 
		as the Guarantor
	 

	 
		DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 

	 
		as the Cash Manager
	 

	 
		DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 

	 
		as the Trustee and the Drawing Agent
	 

	 
		HSH NORDBANK AG, NEW YORK BRANCH,
	 

	 
		as the Initial Credit Facility
		Provider
	 

	 
		and 
	 

	 
		FINANCIAL GUARANTY INSURANCE COMPANY,
	 

	 
		as the Policy Provider 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE I DEFINITIONS
				

			 	
				
				  6
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 1.01
				

			 	
				
				  Definitions
				

			 	
				
				  6
				

			 
	
				
				  Section 1.02
				

			 	
				
				  Rules of Construction
				

			 	
				
				  52
				

			 
	
				
				  Section 1.03
				

			 	
				
				  Compliance Certificates and
				  Opinions
				

			 	
				
				  54
				

			 
	
				
				  Section 1.04
				

			 	
				
				  Acts of Holders
				

			 	
				
				  55
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE II THE SECURITIES
				

			 	
				
				  56
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 2.01
				

			 	
				
				  Authorized Amount; Terms; Form;
				  Execution and Delivery
				

			 	
				
				  56
				

			 
	
				
				  Section 2.02
				

			 	
				
				  Restrictive Legends
				

			 	
				
				  58
				

			 
	
				
				  Section 2.03
				

			 	
				
				  Registrar and Paying Agent
				

			 	
				
				  59
				

			 
	
				
				  Section 2.04
				

			 	
				
				  Paying Agent to Hold Money in
				  Trust
				

			 	
				
				  60
				

			 
	
				
				  Section 2.05
				

			 	
				
				  Method of Payment
				

			 	
				
				  60
				

			 
	
				
				  Section 2.06
				

			 	
				
				  Minimum Denomination
				

			 	
				
				  61
				

			 
	
				
				  Section 2.07
				

			 	
				
				  Transfer and Exchange;
				  Cancellation
				

			 	
				
				  61
				

			 
	
				
				  Section 2.08
				

			 	
				
				  Mutilated, Destroyed, Lost or Stolen
				  Securities
				

			 	
				
				  62
				

			 
	
				
				  Section 2.09
				

			 	
				
				  Payments of Transfer Taxes
				

			 	
				
				  63
				

			 
	
				
				  Section 2.10
				

			 	
				
				  Refinancing of Securities
				

			 	
				
				  63
				

			 
	
				
				  Section 2.11
				

			 	
				
				  Delivery of Remaining
				  Aircraft
				

			 	
				
				  66
				

			 
	
				
				  Section 2.12
				

			 	
				
				  Additional Securities
				

			 	
				
				  66
				

			 
	
				
				  Section 2.13
				

			 	
				
				  Special Transfer Provisions
				

			 	
				
				  68
				

			 
	
				
				  Section 2.14
				

			 	
				
				  Temporary Securities
				

			 	
				
				  69
				

			 
	
				
				  Section 2.15
				

			 	
				
				  Statements to Holders
				

			 	
				
				  69
				

			 
	
				
				  Section 2.16
				

			 	
				
				  CUSIP, CINS and ISIN Numbers
				

			 	
				
				  71
				

			 
	
				
				  Section 2.17
				

			 	
				
				  Holder Representations and
				  Covenants
				

			 	
				
				  71
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE III ACCOUNTS; PRIORITY OF
				  PAYMENTS
				

			 	
				
				  72
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 3.01
				

			 	
				
				  Accounts
				

			 	
				
				  72
				

			 
	
				
				  Section 3.02
				

			 	
				
				  Investments of Cash
				

			 	
				
				  79
				

			 
	
				
				  Section 3.03
				

			 	
				
				  Closing Date Deposits, Withdrawals
				  and Transfers
				

			 	
				
				  80
				

			 
	
				
				  Section 3.04
				

			 	
				
				  Interim Deposits, Transfers and
				  Withdrawals
				

			 	
				
				  81
				

			 
	
				
				  Section 3.05
				

			 	
				
				  Withdrawals and Transfers Relating
				  to the Acquisition of Aircraft and Interim Deposits and Withdrawals for
				  Aircraft Sales
				

			 	
				
				  82
				

			 
	
				
				  Section 3.06
				

			 	
				
				  Calculation Date Calculations
				

			 	
				
				  83
				

			 
	
				
				  Section 3.07
				

			 	
				
				  Payment Date First Step Withdrawals
				  and Transfers
				

			 	
				
				  89
				

			 
	
				
				  Section 3.08
				

			 	
				
				  Payment Date Second Step
				  Withdrawals
				

			 	
				
				  90
				

			 
	
				
				  Section 3.09
				

			 	
				
				  Allocations of Principal Payments
				  Among Subclasses of the Securities
				

			 	
				
				  97
				

			 
	
				
				  Section 3.10
				

			 	
				
				  Certain Redemptions; Certain
				  Premiums
				

			 	
				
				  98
				

			 
	
				
				  Section 3.11
				

			 	
				
				  Adjustment of Certain Percentages,
				  Factors and Balances
				

			 	
				
				  100
				

			 
	
				
				  Section 3.12
				

			 	
				
				  Initial Credit Facility
				

			 	
				
				  101
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		- ii -
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Section 3.13
				

			 	
				
				  Eligible Credit Facilities
				

			 	
				
				  105
				

			 
	
				
				  Section 3.14
				

			 	
				
				  The Policy
				

			 	
				
				  105
				

			 
	
				
				  Section 3.15
				

			 	
				
				  Contributions
				

			 	
				
				  109
				

			 
	
				
				  Section 3.16
				

			 	
				
				  DSCR Failure
				

			 	
				
				  110
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE IV DEFAULT AND
				  REMEDIES
				

			 	
				
				  110
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 4.01
				

			 	
				
				  Events of Default
				

			 	
				
				  110
				

			 
	
				
				  Section 4.02
				

			 	
				
				  Acceleration, Rescission and
				  Annulment
				

			 	
				
				  112
				

			 
	
				
				  Section 4.03
				

			 	
				
				  Other Remedies
				

			 	
				
				  113
				

			 
	
				
				  Section 4.04
				

			 	
				
				  Limitation on Suits
				

			 	
				
				  113
				

			 
	
				
				  Section 4.05
				

			 	
				
				  Waiver of Existing Defaults
				

			 	
				
				  113
				

			 
	
				
				  Section 4.06
				

			 	
				
				  Restoration of Rights and
				  Remedies
				

			 	
				
				  114
				

			 
	
				
				  Section 4.07
				

			 	
				
				  Remedies Cumulative
				

			 	
				
				  114
				

			 
	
				
				  Section 4.08
				

			 	
				
				  Authority of Courts Not
				  Required
				

			 	
				
				  114
				

			 
	
				
				  Section 4.09
				

			 	
				
				  Rights of Holders to Receive
				  Payment
				

			 	
				
				  114
				

			 
	
				
				  Section 4.10
				

			 	
				
				  Trustee May File Proofs of
				  Claim
				

			 	
				
				  115
				

			 
	
				
				  Section 4.11
				

			 	
				
				  Undertaking for Costs
				

			 	
				
				  115
				

			 
	
				
				  Section 4.12
				

			 	
				
				  Control by Holders
				

			 	
				
				  115
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE V REPRESENTATIONS,
				  WARRANTIES AND COVENANTS
				

			 	
				
				  115
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 5.01
				

			 	
				
				  Representations and
				  Warranties
				

			 	
				
				  115
				

			 
	
				
				  Section 5.02
				

			 	
				
				  General Covenants
				

			 	
				
				  118
				

			 
	
				
				  Section 5.03
				

			 	
				
				  Operating Covenants
				

			 	
				
				  132
				

			 
	
				
				  Section 5.04
				

			 	
				
				  Compliance Through Agents
				

			 	
				
				  137
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE VI THE TRUSTEE
				

			 	
				
				  137
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 6.01
				

			 	
				
				  Acceptance of Trusts and
				  Duties
				

			 	
				
				  137
				

			 
	
				
				  Section 6.02
				

			 	
				
				  Absence of Duties
				

			 	
				
				  138
				

			 
	
				
				  Section 6.03
				

			 	
				
				  Representations or Warranties
				

			 	
				
				  138
				

			 
	
				
				  Section 6.04
				

			 	
				
				  Reliance; Agents; Advice of
				  Counsel
				

			 	
				
				  138
				

			 
	
				
				  Section 6.05
				

			 	
				
				  Not Responsible in Individual
				  Capacity
				

			 	
				
				  140
				

			 
	
				
				  Section 6.06
				

			 	
				
				  No Compensation from Holders
				

			 	
				
				  140
				

			 
	
				
				  Section 6.07
				

			 	
				
				  Notice of Defaults
				

			 	
				
				  140
				

			 
	
				
				  Section 6.08
				

			 	
				
				  May Hold Securities
				

			 	
				
				  140
				

			 
	
				
				  Section 6.09
				

			 	
				
				  Corporate Trustee Required;
				  Eligibility
				

			 	
				
				  140
				

			 
	
				
				  Section 6.10
				

			 	
				
				  Disqualification of Trustee
				

			 	
				
				  141
				

			 
	
				
				  Section 6.11
				

			 	
				
				  Preferential Collection of Claims
				  Against Issuer
				

			 	
				
				  141
				

			 
	
				
				  Section 6.12
				

			 	
				
				  Reports by the Issuer
				

			 	
				
				  141
				

			 
	
				
				  Section 6.13
				

			 	
				
				  Holder Lists
				

			 	
				
				  141
				

			 
	
				
				  Section 6.14
				

			 	
				
				  Preservation of Information;
				  Communications to Holders
				

			 	
				
				  141
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE VII SUCCESSOR
				  TRUSTEES
				

			 	
				
				  142
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 7.01
				

			 	
				
				  Resignation and Removal of
				  Trustee
				

			 	
				
				  142
				

			 
	
				
				  Section 7.02
				

			 	
				
				  Appointment of Successor
				

			 	
				
				  143
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  ARTICLE VIII INDEMNITY
				

			 	
				
				  144
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 8.01
				

			 	
				
				  Indemnity
				

			 	
				
				  144
				

			 
	
				
				  Section 8.02
				

			 	
				
				  Holders’ Indemnity
				

			 	
				
				  145
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE IX MODIFICATION
				

			 	
				
				  145
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 9.01
				

			 	
				
				  Modification with Consent of Holders
				  and the Policy Provider
				

			 	
				
				  145
				

			 
	
				
				  Section 9.02
				

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

			 	
				
				  146
				

			 
	
				
				  Section 9.03
				

			 	
				
				  Subordination and Priority of
				  Payments
				

			 	
				
				  146
				

			 
	
				
				  Section 9.04
				

			 	
				
				  Execution of Amendments by
				  Trustee
				

			 	
				
				  147
				

			 
	
				
				  Section 9.05
				

			 	
				
				  Conformity with Trust Indenture
				  Act
				

			 	
				
				  147
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE X SUBORDINATION
				

			 	
				
				  147
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 10.01
				

			 	
				
				  Subordination of the Securities and
				  Other Subordinated Obligations
				

			 	
				
				  147
				

			 
	
				
				  Section 10.02
				

			 	
				
				  Rights of Subrogation
				

			 	
				
				  148
				

			 
	
				
				  Section 10.03
				

			 	
				
				  Further Assurances of Subordinated
				  Representatives
				

			 	
				
				  148
				

			 
	
				
				  Section 10.04
				

			 	
				
				  Enforcement
				

			 	
				
				  148
				

			 
	
				
				  Section 10.05
				

			 	
				
				  Continued Effectiveness
				

			 	
				
				  148
				

			 
	
				
				  Section 10.06
				

			 	
				
				  Senior Claims and Subordinated
				  Claims Unimpaired
				

			 	
				
				  148
				

			 
	
				
				  Section 10.07
				

			 	
				
				  Ranking of the Guarantee
				

			 	
				
				  149
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE XI GUARANTEE
				

			 	
				
				  149
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 11.01
				

			 	
				
				  Guarantee
				

			 	
				
				  149
				

			 
	
				
				  Section 11.02
				

			 	
				
				  Reinstatement
				

			 	
				
				  150
				

			 
	
				
				  Section 11.03
				

			 	
				
				  Unconditional Nature of
				  Guarantee
				

			 	
				
				  150
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE XII DISCHARGE OF INDENTURE;
				  DEFEASANCE
				

			 	
				
				  151
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 12.01
				

			 	
				
				  Discharge of Liability on the
				  Securities; Defeasance
				

			 	
				
				  151
				

			 
	
				
				  Section 12.02
				

			 	
				
				  Conditions to Defeasance
				

			 	
				
				  152
				

			 
	
				
				  Section 12.03
				

			 	
				
				  Application of Trust Money
				

			 	
				
				  153
				

			 
	
				
				  Section 12.04
				

			 	
				
				  Repayment to Issuer
				

			 	
				
				  154
				

			 
	
				
				  Section 12.05
				

			 	
				
				  Indemnity for Government Obligations
				  and Corporate Obligations
				

			 	
				
				  154
				

			 
	
				
				  Section 12.06
				

			 	
				
				  Reinstatement
				

			 	
				
				  154
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE XIII MISCELLANEOUS
				

			 	
				
				  154
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 13.01
				

			 	
				
				  Right of Trustee to Perform
				

			 	
				
				  154
				

			 
	
				
				  Section 13.02
				

			 	
				
				  Waiver
				

			 	
				
				  155
				

			 
	
				
				  Section 13.03
				

			 	
				
				  Severability
				

			 	
				
				  155
				

			 
	
				
				  Section 13.04
				

			 	
				
				  Restrictions on Exercise of Certain
				  Rights
				

			 	
				
				  155
				

			 
	
				
				  Section 13.05
				

			 	
				
				  Notices
				

			 	
				
				  156
				

			 
	
				
				  Section 13.06
				

			 	
				
				  Assignments; Third Party
				  Beneficiary
				

			 	
				
				  159
				

			 
	
				
				  Section 13.07
				

			 	
				
				  Currency Conversion
				

			 	
				
				  159
				

			 
	
				
				  Section 13.08
				

			 	
				
				  Application to Court
				

			 	
				
				  160
				

			 
	
				
				  Section 13.09
				

			 	
				
				  Governing Law
				

			 	
				
				  160
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Section 13.10
				

			 	
				
				  Jurisdiction
				

			 	
				
				  160
				

			 
	
				
				  Section 13.11
				

			 	
				
				  Counterparts
				

			 	
				
				  161
				

			 
	
				
				  Section 13.12
				

			 	
				
				  Table of Contents, Headings,
				  Etc.
				

			 	
				
				  161
				

			 
	
				
				  Section 13.13
				

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

			 	
				
				  161
				

			 

 

	 
		Schedules
	 

	 
		 
	 

	 
			
				
				  Schedule 1
				

			 	
				
				  -
				

			 	
				
				  Initial Aircraft
				

			 
	
				
				  Schedule 2
				

			 	
				
				  -
				

			 	
				
				  ACS Bermuda Subsidiaries
				

			 
	
				
				  Schedule 3
				

			 	
				
				  -
				

			 	
				
				  Minimum Target Principal
				  Balance
				

			 
	
				
				  Schedule 4
				

			 	
				
				  -
				

			 	
				
				  Note Pool Factors
				

			 
	
				
				  Schedule 5
				

			 	
				
				  -
				

			 	
				
				  Extended Note Pool Factors
				

			 
	
				
				  Schedule 6 
				

			 	
				
				  -
				

			 	
				
				  Initial Leases – Current War
				  Risk Coverage Amounts
				

			 
	
				
				  Schedule 7
				

			 	
				
				  -
				

			 	
				
				  Aircraft With Assumed Useful Life of
				  30 Years
				

			 

 

	 
		Exhibits
	 

	 
		 
	 

	 
			
				
				  Exhibit A-1
				

			 	
				
				  -
				

			 	
				
				  Form of Class A Floating Rate
				  Note
				

			 
	
				
				  Exhibit A-2
				

			 	
				
				  -
				

			 	
				
				  Form of Class A Fixed Rate
				  Note
				

			 
	
				
				  Exhibit B
				

			 	
				
				  -
				

			 	
				
				  Intentionally Omitted
				

			 
	
				
				  Exhibit C
				

			 	
				
				  -
				

			 	
				
				  Concentration Limits
				

			 
	
				
				  Exhibit D
				

			 	
				
				  -
				

			 	
				
				  Insurance Provisions
				

			 
	
				
				  Exhibit E
				

			 	
				
				  -
				

			 	
				
				  Form of Monthly Report to Each
				  Holder
				

			 
	
				
				  Exhibit F
				

			 	
				
				  -
				

			 	
				
				  Core Lease Provisions
				

			 
	
				
				  Exhibit G
				

			 	
				
				  -
				

			 	
				
				  Compliance Certificate
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		This TRUST INDENTURE, dated as of June 8,
		2007 (this “Indenture”), is made among ACS 2007-1 LIMITED, a Bermuda
		exempted company (the “Issuer”),
		ACS AIRCRAFT FINANCE IRELAND 2 LIMITED, an Irish public limited liability
		company (the “Guarantor”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its
		capacity as the Cash Manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, in its
		capacity as the person accepting appointment as the Trustee under this
		Indenture, FINANCIAL GUARANTY INSURANCE COMPANY, a New York stock insurance
		company (the “Policy
		Provider”) and HSH NORDBANK AG,
		NEW YORK BRANCH, a corporation organized under the laws of Germany (the
		“Initial Credit Facility
		Provider”) and DEUTSCHE BANK TRUST
		COMPANY AMERICAS, in its capacity as the Drawing Agent (the
		“Drawing Agent”).
	 

	 
		The parties to this Indenture hereby agree
		as follows.
	 

	 
		ARTICLE I
	 

	 
		DEFINITIONS
	 

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

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

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

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

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

	 
		“Accrued Senior Interest” means, with respect to the Certificates, as of
		any date of determination, all amounts of accrued and unpaid interest on the
		Certificates at the Stated Rate of Interest for the Certificates.
	 

	 
		 
	 

	 
		-6-
	 



	 
	 

	 

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

	 
		“Acquisition Date” means, with respect to any Aircraft Interest (and
		the ACS Group Aircraft subject to that Aircraft Interest), the Delivery Date
		with respect to such ACS Group Aircraft.
	 

	 
		“ACS Bermuda Group” means, collectively, the Issuer and each ACS
		Bermuda Subsidiary.
	 

	 
		“ACS Bermuda Group Member” means the Issuer or an ACS Bermuda Subsidiary, as
		applicable.
	 

	 
		“ACS Bermuda Subsidiary” means each subsidiary of the Issuer (including
		each trust of which the Issuer or another ACS Bermuda Subsidiary is the holder
		of the beneficial interest) listed on Schedule 2 hereto and any other
		subsidiary (including any such trust) of the Issuer.
	 

	 
		“ACS Group”
		means, collectively, the ACS Ireland Group and the ACS Bermuda Group.
	 

	 
		“ACS Group Acquisition Agreements” means, collectively, the Acquisition Agreements
		and the Guarantor Acquisition Agreements.
	 

	 
		“ACS Group Additional Aircraft” means, collectively, the Additional Aircraft and
		the Guarantor Additional Aircraft.
	 

	 
		“ACS Group Additional Securities” means, collectively, the Additional Securities
		and the Guarantor Additional Securities.
	 

	 
		“ACS Group Aircraft” means, collectively, the Aircraft and the
		Guarantor Aircraft.
	 

	 
		“ACS Group Aircraft Agreement” means an Aircraft Agreement or a Guarantor
		Aircraft Agreement, as applicable.
	 

	 
		“ACS Group Aircraft Conversion” means an Aircraft Conversion or a Guarantor
		Aircraft Conversion, as applicable.
	 

	 
		“ACS Group Class A Securities” means, collectively, the Class A Securities and
		the Guarantor Class A Securities. 
	 

	 
		“ACS
		Group Class A Security Portion”
		means, as of any date of determination, a fraction the numerator of which is
		the Initial Outstanding Balance of the ACS Group Initial Class A Securities and
		the denominator of which is the aggregate Initial Appraised Values of all of
		the ACS Group Initial Aircraft.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“ACS Group Conversion Payments” means, collectively, Conversion Payments and
		Guarantor Conversion Payments. 
	 

	 
		“ACS Group Fixed Rate Securities” means, collectively, the Fixed Rate Securities
		and the Guarantor Fixed Rate Securities.
	 

	 
		“ACS
		Group Floating Rate Securities”
		means, collectively, the Floating Rate Securities and the Guarantor Floating
		Rate Securities.
	 

	 
		“ACS Group Initial Aircraft” means, collectively, the Initial Aircraft and the
		Guarantor Initial Aircraft.
	 

	 
		“ACS Group Initial Class A Securities” means, collectively, the Initial Class A
		Securities and the Guarantor Class A Securities.
	 

	 
		“ACS Group Initial Leases” means, collectively, the Initial Leases and the
		Guarantor Initial Leases
	 

	 
		“ACS Group Initial Securities” means, collectively, the Initial Securities and
		the Guarantor Initial Securities.
	 

	 
		“ACS Group Leases” means, collectively, the Leases and the Guarantor
		Leases.
	 

	 
		“ACS Group Members” means, collectively, the ACS Bermuda Group
		Members and the ACS Ireland Group Members.
	 

	 
		“ACS Group Modification Payments” means, collectively, Modification Payments and
		Guarantor Modification Payments.
	 

	 
		“ACS Group Portfolio” means, as of any date of determination, all ACS
		Group Aircraft owned by the ACS Group as of such date.
	 

	 
		“ACS Group Purchase Agreements” means, collectively, the Purchase Agreement and
		the Guarantor Purchase Agreement.
	 

	 
		“ACS Group Redemption Date” means a Redemption Date or a Guarantor Redemption
		Date, as applicable.
	 

	 
		“ACS Group Refinancing” means a Refinancing or a Guarantor Refinancing,
		as applicable.
	 

	 
		“ACS Group Refinancing Expenses” means, collectively, Refinancing Expenses and
		Guarantor Refinancing Expenses.
	 

	 
		“ACS Group Refinancing Securities” means, collectively, the Refinancing Securities
		and the Guarantor Refinancing Securities.
	 

	 
		“ACS Group Securities” means, collectively, the Securities and the
		Guarantor Securities.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“ACS Group Subclass A-1 Securities” means, collectively, the Subclass A-1 Securities
		and the Guarantor Subclass A-1 Securities.
	 

	 
		“ACS Group Subsidiaries” means, collectively, the ACS Bermuda Subsidiaries
		and the ACS Ireland Subsidiaries.
	 

	 
		“ACS Ireland Group” means, collectively, the Guarantor and each ACS
		Ireland Subsidiary.
	 

	 
		“ACS Ireland Group Member” means the Guarantor or an ACS Ireland Subsidiary,
		as applicable.
	 

	 
		“ACS Ireland Subsidiary” means each subsidiary of the Guarantor (including
		each trust of which the Guarantor or another ACS Ireland Subsidiary is the
		holder of the beneficial interest) listed on Schedule 2 to the Guarantor
		Indenture and any other subsidiary (including any such trust) of the
		Guarantor.
	 

	 
		“ACS Pass Through Trust” means the ACS 2007-1 Pass Through Trust formed
		pursuant to the Pass Through Trust Agreement.
	 

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

	 
		“Additional Aircraft” means any aircraft and any related Engine
		acquired by any ACS Bermuda Group Member from a Seller or an Affiliate of a
		Seller, from another ACS Group Member or (upon receipt of a Rating Agency
		Confirmation with respect thereto) or from any other Person after the Initial
		Closing Date (other than any Initial Aircraft, Remaining Aircraft or Substitute
		Aircraft) (in any such case in accordance with the provisions hereof including
		obtaining the prior written consent of the Policy Provider and the Initial
		Credit Facility Provider) including any Aircraft acquired by way of a
		contribution but excluding any such Aircraft after it has been sold or disposed
		of by way of a completed Aircraft Sale.
	 

	 
		“Additional Issuance” has the meaning given to such term in
		Section 2.12 hereof.
	 

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

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

	 
		“Additional Securities” means any Securities of any subclass of the Class
		A Securities (other than the Initial Class A Securities) issued pursuant to
		this Indenture.
	 

	 
		“Administrative Agency Agreement” means the Administrative Agency Agreement dated
		as of the Initial Closing Date among the Administrative Agent, the Trustees,
		the Security Trustee, the Issuers and the Policy Provider.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Administrative Agent” means the Person acting, at the time of
		determination, in the capacity of the administrative agent of the Issuers and
		the ACS Group Subsidiaries under the Administrative Agency Agreement or any
		replacement agreement therefor. The initial Administrative Agent is Aircastle
		Advisor LLC.
	 

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

	 
		“Aggregate Minimum Principal Payment
		Amount” means, for any Payment
		Date, the sum of (x) the aggregate unpaid Minimum Principal Payment Amount, if
		any, with respect to the previous Payment Dates (less any Allocable Principal
		Conversion Amounts transferred to the Aircraft Conversion Account in connection
		with one or more Conversion Elections) plus (y) the Minimum Principal Payment
		Amount for such Payment Date.
	 

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

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

	 
		“Aircastle Entity” means, collectively, the Remarketing Servicers,
		the Administrative Agent, the Bermudian Seller and any other Aircastle Related
		Entity (other than any ACS Group Member).
	 

	 
		“Aircastle Related Entity” means Aircastle Limited, any Shareholder or any
		Affiliate of any such Person.
	 

	 
		“Aircraft”
		means, collectively, the Initial Aircraft (or related Aircraft Interest) and
		the Additional Aircraft (or related Aircraft Interest).
	 

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

	 
		“Aircraft Allocation Amount”, with respect to each ACS Group Aircraft, has the
		meaning given to such term in the applicable ACS Group Purchase Agreement for
		such ACS Group Aircraft or, with respect to any ACS Group Additional Aircraft,
		the meaning given to that or any comparable term in the relevant ACS Group
		Acquisition Agreement for such ACS Group Additional Aircraft.
	 

	 
		“Aircraft Assets Related Documents” means all ACS Group Leases and related documents
		and other contracts and agreements including any side letters, assignments of
		warranties or option agreements of ACS Group Members the terms of which relate
		to or affect any of the ACS Group Aircraft. 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

	 
		“Aircraft Purchase Price”, with respect to any ACS Group Initial Aircraft,
		means the “Purchase Price” (as defined in the applicable Purchase
		Agreement or the Guarantor Purchase Agreement, as applicable) for the entity
		owning such ACS Group Initial Aircraft or, with respect to any ACS Group
		Additional Aircraft, the meaning given to that or any comparable term in the
		ACS Group Acquisition Agreement pursuant to which such ACS Group Aircraft is
		acquired by an ACS Group Member.
	 

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

	 
		“Allocable
		Equity Conversion Amount” means,
		for any Payment Date, with respect to any ACS Group Aircraft Conversion, the
		difference, if positive, between (A) the applicable ACS Group Conversion
		Payment and (B) the Allocable Principal Conversion Amount for such ACS Group
		Conversion Payment.
	 

	 
		“Allocable Principal Conversion Amount” means, for any Payment Date, with respect to any
		ACS Group Aircraft Conversion, the product of the ACS Group Class A Security
		Portion and the applicable ACS Group Conversion Payment.
	 

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

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

	 
		“Applicable Allocation Percentage” means, in the case of (i) the Holders of the
		Class E Securities, a fraction, the numerator of which is the aggregate Assumed
		Base Values of the ACS Group Aircraft owned by the ACS Ireland Group and the
		denominator of which is the aggregate Assumed Base Values of the ACS Group
		Aircraft in the ACS Group Portfolio and (ii) the Shareholders, a fraction, the
		numerator of which is the aggregate Assumed Base Values of the ACS Group
		Aircraft owned by the ACS Bermuda Group and the denominator of which is the
		aggregate Assumed Base Values of the ACS Group Aircraft in the ACS Group
		Portfolio.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Applicable Governmental Program” has the meaning given to such term in Exhibit D
		hereto.
	 

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

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

	 
		“applicants”
		has the meaning given to such term in Section 6.14(b) hereof.
	 

	 
		“Appraiser”
		means any independent appraiser that is a member of the International Society
		of Transport Aircraft Trading or any similar organization.
	 

	 
		“Assumed Base Value” means, with respect to any Payment Date, for any
		ACS Group Aircraft, the product of (a) the Initial Appraised Value of such
		ACS Group Aircraft (or, in the case of any ACS Group Aircraft with respect to
		which an ACS Group Aircraft Conversion has been completed, the sum of the
		Assumed Base Value for such ACS Group Aircraft as of the Payment Date
		immediately succeeding the completion of such ACS Group Aircraft Conversion
		(assuming such ACS Group Aircraft Conversion shall not have occurred) plus the
		aggregate amount of the Conversion Payments made in respect of such ACS Group
		Aircraft) and (b) the quotient obtained by dividing the Depreciation
		Factor applicable to such ACS Group Aircraft on the Calculation Date related to
		such Payment Date by the Depreciation Factor applicable to such ACS Group
		Aircraft on the relevant Closing Date (or, in the case of any ACS Group
		Aircraft with respect to which an ACS Group Aircraft Conversion has been
		completed, on the Payment Date immediately succeeding the completion of such
		ACS Group Aircraft Conversion).
	 

	 
		“Assumed Monthly Depreciation” means, with respect to any Payment Date (a
		“Current Payment
		Date”), the sum of the amount,
		with respect to each ACS Group Aircraft in the ACS Group Portfolio as of the
		Calculation Date preceding the preceding Payment Date (a “Preceding Payment Date”) (not including any ACS Group Aircraft acquired
		by way of a contribution), obtained by subtracting (x) the Assumed Base Value
		of such ACS Group Aircraft with respect to such Current Payment Date from (y)
		the Assumed Base Value of such ACS Group Aircraft with respect to such
		Preceding Payment Date (or if such Current Payment Date is the initial Payment
		Date, the Initial Closing Date), provided that,
		except when determining Assumed Monthly Depreciation for the purposes of
		calculating DSCR, if an Aircraft Sale or a Non-Delivery Event has occurred with
		respect to any such ACS Group Aircraft after the Calculation Date preceding
		such Preceding Payment Date (or the Initial Closing Date, as applicable), the
		Assumed Base Value for the purpose of such calculation of such ACS Group
		Aircraft with respect to such Current Payment Date shall be deemed to be
		zero.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Assumed Portfolio Value” means, with respect to any Payment Date and for
		all ACS Group Aircraft in the ACS Group Portfolio (not including any ACS Group
		Aircraft acquired by way of a contribution), the sum of the product of, with
		respect to each ACS Group Aircraft in the ACS Group Portfolio on the
		Calculation Date preceding such Payment Date, (a) the Initial Appraised
		Value of such ACS Group Aircraft and (b) the quotient obtained by dividing
		the Depreciation Factor applicable to such ACS Group Aircraft on such
		Calculation Date by the Depreciation Factor applicable to such ACS Group
		Aircraft on the relevant Closing Date.
	 

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

	 
		“Available Amount” means, as of any date of determination, an amount
		equal to the Initial Credit Facility Amount less the aggregate amount of the
		Credit Facility Drawings theretofore made by the Initial Credit Facility
		Provider under the Initial Credit Facility, prior to such date, which has not
		been reimbursed as of such date; provided that,
		following a Downgrade Drawing, a Non-Extension Drawing or a Final Drawing, the
		Available Amount shall be zero.
	 

	 
		“Available Collections” means, as of any Calculation Date, amounts on
		deposit in the Collections Account. The Available Collections with respect to
		any specific payment to be made therefrom shall be determined after giving
		effect to all payments, if any, having priority to such payment under
		Section 3.08 hereof.
	 

	 
		“Available Holder Amount” has the meaning given to such term in Section
		3.06(h) hereof.
	 

	 
		“Available
		Minimum Principal Amount” has the
		meaning given to such term in Section 3.06(g) hereof.
	 

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

	 
		“Avoided Payment” means any amount paid or required to be paid in
		respect of any Certificates to a holder of such Certificates which is avoided
		under any applicable bankruptcy, insolvency, receivership or similar law in an
		insolvency proceeding by or against the Issuer, the Guarantor, any ACS Group
		Subsidiary, the Initial Credit Facility Provider or any other provider of an
		Eligible Credit Facility and, as a result of such an avoidance event, the
		Drawing Agent, the Pass Through Trustee or any holder of such Certificates is
		required to return all or any portion of such avoided payment made or to be
		made in respect of such Certificates (including any disgorgement from the
		holders of the Certificates resulting from any insolvency proceeding, whether
		such disgorgement is determined on a theory of preferential conveyance or
		otherwise).
	 

	 
		“Back-Up Remarketing Servicer” means the Person acting, at the time of
		determination, in the capacity of the back-up remarketing servicer of the ACS
		Group under the
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Back-Up Remarketing Services Agreement or
		any replacement agreement therefor. The initial Back-Up Remarketing Servicer is
		International Lease Finance Corporation.
	 

	 
		“Back-Up Remarketing Services Agreement” means the Back-Up Remarketing Services Agreement
		dated as of the Initial Closing Date among the Issuers, the Back-Up Remarketing
		Servicer, the Administrative Agent and the Policy Provider.
	 

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

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

	 
		“Bermudian Remarketing Servicer” means the Person acting, at the time of
		determination, in the capacity of the remarketing servicer under the Bermudian
		Remarketing Services Agreement. When the Bermudian Remarketing Services
		Agreement or the Back-Up Remarketing Services Agreement provides that the
		Back-Up Remarking Agent is to perform all or any part of the services called
		for by the Bermudian Remarketing Services Agreement in place of the Bermudian
		Remarketing Servicer, the terms “Bermudian Remarketing Servicer” and
		“Bermudian Remarketing Services Agreement” mean, as to such services,
		the Back-Up Remarketing Servicer and the Back-Up Remarketing Services
		Agreement. The initial Bermudian Remarketing Servicer is Aircastle Advisor
		LLC.
	 

	 
		“Bermudian Remarketing Servicer’s Pro Forma
		Lease” has the meaning given to
		such term in Section 5.03(e) hereof.
	 

	 
		“Bermudian Remarketing Services Agreement” means the Remarketing Services Agreement dated as
		of the Initial Closing Date among the Bermudian Remarketing Servicer, the
		Issuer, the Guarantor, the Policy Provider and the Administrative Agent.
	 

	 
		“Bermudian Secretarial Services Provider” means the Person acting, at the time of
		determination, in the capacity of the local administrator of the Issuer under
		the local administration agreement with the Issuer dated as of the Initial
		Closing Date (or any successor agreement). The initial Bermudian Secretarial
		Services Provider is Codan Services Limited.
	 

	 
		“Bermudian Seller” means Aircastle Investment Holdings 2
		Limited.
	 

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		“Cash Collateral Account” means the Senior Cash Collateral Account and each
		other Eligible Credit Facility account established as an Account pursuant to
		Section 3.01(a) hereof. Neither the Issuer nor the Guarantor shall be
		deemed a provider of an Eligible Credit Facility with respect to any Cash
		Collateral Account.
	 

	 
		“Cash Management Agreement” means the Cash Management Agreement dated as of
		the Initial Closing Date among the Cash Manager, the Trustees, the Security
		Trustee and the Issuers.
	 

	 
		“Cash Management Services” means the services described in Section 2.01(a)
		of the Cash Management Agreement.
	 

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

	 
		“Certificate Account” means the account in the name of the Pass Through
		Trustee at the Operating Bank with respect to the Certificates.
	 

	 
		“Certificates Purchase Agreement” means the Certificates Purchase Agreement dated
		as of June 1, 2007 among the Issuers, Aircastle Limited and Citigroup Global
		Markets Inc., on behalf of the Initial Purchasers.
	 

	 
		“Certificates” means the Class G-1 Floating Rate Asset
		Backed Certificates Series 2007-1 issued by the ACS Pass Through Trust in the
		aggregate initial face amount of $1,170,000,000 including any certificates
		issued in replacement or substitution therefor and any
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		refinancing certificate issued to refinance
		any such Certificate, in each case pari
		passu in order of payment priority with
		the Certificates.
	 

	 
		“Charitable Trust” means the charitable trust established under the
		laws of Ireland which owns 100% of the issued shares of the Irish
		Parent.
	 

	 
		“Charitable Trust Dividend” means, if the Administrative Agent has notified
		the Cash Manager that an annual dividend has been declared by the Guarantor
		Board, $1,500 per annum.
	 

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

	 
		“Class A Note Target Price” means, as of any date of determination thereof
		and with respect to any Aircraft (not including any Aircraft acquired by way of
		a contribution), an amount equal to the product of the Designated Percentage
		with respect to such Aircraft and the then (determined after the intended
		application of Available Collections (but without taking into account any Net
		Sale Proceeds from the Aircaft Sale of such Aircraft) as of the next succeeding
		Payment Date) Pool Balance of the Certificates.
	 

	 
		“Class A Securities” means, collectively, all Securities designated as
		a subclass of Class A, including the Initial Securities so designated
		(consisting of the Subclass A-1 Securities issued as of the Initial Closing
		Date), all Additional Securities, if any, so designated and all Refinancing
		Securities, if any, so designated, in each case, pursuant to this
		Indenture.
	 

	 
		“Class E Securities” means, collectively, all Guarantor Securities
		designated as a subclass of Class E, including the Guarantor Initial
		Securities so designated (consisting of the Subclass E-1 Securities issued
		as of the Initial Closing Date), all Guarantor Additional Securities, if any,
		so designated and all Guarantor Refinancing Securities, if any, so
		designated.
	 

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

	 
		“Closing Date” means in the case of (a) the ACS Group
		Initial Securities and the ACS Group Initial Aircraft, the Initial Closing Date
		or, in the case of Class E Securities issued in connection with a delivery of
		the Remaining Aircraft, the applicable Acquisition Date, (b) any ACS Group
		Refinancing Securities or ACS Group Additional Securities, the relevant date of
		issuance of such ACS Group Securities and (c) any ACS Group Additional
		Aircraft, the date of issuance of the ACS Group Additional Securities issued to
		finance the acquisition of such ACS Group Additional Aircraft.
	 

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

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		ACS Group Member in connection with any
		Aircraft Sale or otherwise received under any ACS Group Aircraft Agreement,
		including sale proceeds, Total Loss Proceeds, Agreed Value Payments, proceeds
		of Repossession Insurance, Requisition Compensation and all Partial Loss
		Proceeds, less, in each case, any expenses payable by such ACS Group Member to
		any Person that is not an ACS Group Member in connection therewith,
		(e) amounts received by any ACS Group Member from insurance with respect
		to any ACS Group Aircraft, (f) any amounts transferred from a Lessee
		Funded Account or from the Security Deposit Account into the Collections
		Account in accordance with Section 3.07 hereof, (g) any Hedge
		Payments, (h) the proceeds of any Investments of the funds in the Accounts
		(except (i) to the extent that any such proceeds are required to be paid
		over to any Lessee under an ACS Group Lease or (ii) the proceeds of any
		Investments of the funds in the Aircraft Purchase Accounts, the Initial
		Liquidity Payment Account, or the Credit Facility Reserve Account),
		(i) any amounts transferred from the Aircraft Purchase Account into the
		Collections Account in accordance with Section 3.04(g) hereof,
		(j) any amounts received by an ACS Group Member under an ACS Group
		Acquisition Agreement, including any loss proceeds and other amounts under the
		ACS Group Purchase Agreements, and (k) any other amounts received by any
		ACS Group Member (including any amounts received from any other ACS Group
		Member, whether by way of distribution, dividend, repayment of a loan or
		otherwise, and any proceeds received in connection with any Allowed
		Restructuring under this Indenture and the Guarantor Indenture (as defined
		herein and therein)); provided that
		Collections shall not include (i) payments under the Policy, (ii)
		Segregated Funds transferred to a Lessee Funded Account, (iii) security
		deposits under any ACS Group Lease that are not Segregated Funds transferred to
		the Security Deposit Account, (iv) amounts deposited in the
		Defeasance/Redemption Account or the Refinancing Account in connection with a
		Redemption hereunder or a Guarantor Redemption (which shall not include, for
		the avoidance of doubt, any amounts that are amounts described under clauses
		(a) through (k) above), (v) amounts received in connection with a
		Refinancing hereunder or a Guarantor Refinancing under the Guarantor Indenture,
		(vi) except as provided above with respect to any amounts transferred
		therefrom to the Collections Account, amounts in any Cash Collateral Account
		and any Aircraft Purchase Account, (vii) amounts to be paid to any Person
		not an ACS Group Member or expenses incurred in connection with the receipt of
		any Collections or amounts otherwise not to be included as Collections pursuant
		to any Related Document, in each case subject to the restrictions set forth in
		this Indenture and the Guarantor Indenture, and (viii) payments under the
		Initial Credit Facility.
	 

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

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

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Contribution Amounts” has the meaning give to such term in Section 3.15
		hereof.
	 

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

	 
		“Controlling Party” means, at any time of determination, the Policy
		Provider until such time as the Covered Class A Securities and the Policy
		Provider Obligations have been paid or repaid in full except that if a Policy
		Provider Default has occurred and is continuing, the Controlling Party shall be
		the Senior Trustee; provided,
		however, that, for the Initial Credit Facility and, for any
		other Eligible Credit Facility, if and only if so provided in the Board
		Resolution and Guarantor Board Resolution providing for such Eligible Credit
		Facility, at any time from and including the date that is no earlier than 30
		months from the earlier to occur of (a) the date on which the entire
		amount available under such Eligible Credit Facility (other than any Eligible
		Credit Facility in the form of a Cash Collateral Account) shall have been drawn
		(except as a result of (i) a Downgrade Drawing or (ii) a
		Non-Extension Drawing, in each case not applied to pay expenses, hedge payments
		or interest in accordance with the terms hereof) and remain unreimbursed and
		(b) the date on which the Securities shall have been Accelerated, the
		provider of such Eligible Credit Facility shall have the right to elect, by at
		least 15 Business Days’ prior Written Notice to the Trustee and the Policy
		Provider, to become the Controlling Party (in place of the Policy Provider or
		the Senior Trustee, as applicable) thereafter (subject to the next succeeding
		proviso) but only for so long as any Credit Facility Obligations due to such
		provider remain unpaid; provided
		further that if, notwithstanding the
		foregoing, within 15 Business Days after its receipt of any such Written Notice
		from such provider of such Eligible Credit Facility (which notice may be given
		on or after the 15th Business Day prior to the end of such 30-month period) the
		Policy Provider pays to such provider of such Eligible Credit Facility all
		outstanding Credit Facility Obligations owing to such provider of such Eligible
		Credit Facility in respect of its Eligible Credit Facility, and interest
		accrued thereon to such date, the Policy Provider (if it otherwise would have
		been the Controlling Party) shall remain the Controlling Party so long as no
		Policy Provider Default has occurred and is continuing. At any time after such
		30-month period, if a Policy Provider Default has occurred and is continuing
		and the provider of such Eligible Credit Facility does not elect to be the
		Controlling Party or if no Credit Facility Obligations remain outstanding, then
		the Senior Trustee shall continue to be the Controlling Party.
	 

	 
		“Conversion Agreement” means any agreement entered into from time to
		time between the Issuer or Guarantor (or their respective agents) and any
		maintenance facility with respect to the conversion of an ACS Group Aircraft to
		a freighter or mixed-use aircraft.
	 

	 
		“Conversion Election” has the meaning given to such term in Section
		3.06(h) hereof.
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Core Lease Provisions” has the meaning given to such term in
		Section 5.03(e) hereof.
	 

	 
		“Corporate Obligations” has the meaning given to such term in
		Section 12.02(a) hereof.
	 

	 
		“Corporate Trust Office” means, with respect to the Trustee for each
		subclass of Securities, the office of such Trustee at which at any particular
		time its corporate trust business shall be principally administered. The
		initial Corporate Trust Office is 60 Wall St., New York, NY 10006, Attention:
		Structured Finance Services/Trust & Securities Services, Facsimile No.:
		(212) 553-2459.
	 

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

	 
		“Covenant Defeasance” has the meaning given to such term in
		Section 12.01(b) hereof.
	 

	 
		“Covered Class A Securities” means the ACS Group Subclass A-1 Securities
		issued on the Initial Closing Date and any other subclass of ACS Group Class A
		Securities for which the corresponding class of Certificates is supported by a
		financial guaranty insurance policy issued by the Policy Provider. 
	 

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

	 
		“Credit Facility Drawing” has the meaning given to such term in Section
		3.12(a) hereof.
	 

	 
		“Credit Facility Event of Default” has the meaning given to such term in the Initial
		Credit Facility.
	 

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

	 
		“Credit Facility Interest Class A
		Shortfall” has the meaning given
		to such term in Section 3.06(f) hereof.
	 

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

	 
		“Credit Facility Reserve Account” has the meaning given to such term in
		Section 3.01(a) hereof.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Current War Risk Coverage Amount” has the meaning given to such term in Exhibit D
		hereto.
	 

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

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

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

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

	 
		“Deficiency Shortfall” means has the meaning given to such term in
		Section 3.06(i)(ii) hereof.
	 

	 
		“Delivery”
		means, with respect to any ACS Group Initial Aircraft, the transfer of the
		beneficial interest or shares of the ACS Group Member that has title to such
		ACS Group Aircraft in accordance with the Purchase Agreement or the Guarantor
		Purchase Agreement, as applicable, and, with respect to any ACS Group
		Additional Aircraft, the meaning given to such term or any comparable term in
		any other ACS Group Acquisition Agreement. The term “Deliver” or
		“Delivered” used as verbs have a correlative meaning.
	 

	 
		“Delivery Date” means, with respect to any ACS Group Aircraft,
		the date on which Delivery therefor occurs in accordance with the Purchase
		Agreement or the Guarantor Purchase Agreement, as applicable, or that or any
		comparable term in any other ACS Group Acquisition Agreement.
	 

	 
		“Delivery Expiry Date” means, as to the ACS Group Initial Aircraft, the
		meaning given to such term in the Purchase Agreement or the Guarantor Purchase
		Agreement, as applicable, or, as to any ACS Group Additional Aircraft, the
		meaning given to that or any comparable term in any other ACS Group Acquisition
		Agreement.
	 

	 
		“Depreciation Factor” means
		(a) with respect to each ACS Group Initial Aircraft on any date of
		determination, if positive, [1 – ((1 – R) /
		L) x A]x(1 +
		I)A/12, where
		“R” equals the assumed residual percentage of 0.10 for widebody and
		classics airframes and 0.12 for all other airframe types, “L” equals
		the Expected Useful Life of such ACS Group Aircraft expressed in months (25
		years, or, in the case of (i) any ACS Group Aircraft that undergoes an ACS
		Group Aircraft Conversion, 30 years or (ii) any other ACS Group Aircraft listed
		on Schedule 7, 30 years), “A” equals the current age of such ACS
		Group Aircraft expressed in months and “I” equals 0.02;
		provided that, with respect to each ACS Group Additional
		Aircraft (not including any ACS Group Additional Aircraft acquired by way of a
		contribution), the Depreciation Factor will be determined by the Directors of
		the Issuer or the Guarantor, as applicable, in connection with the issuance of
		the relevant ACS Group Additional Securities funding the acquisition of
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		such ACS Group Additional Aircraft (subject
		to the consent of the Policy Provider, the Initial Credit Facility Provider and
		receipt of a Rating Agency Confirmation).
	 

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

	 
		“Developed Markets” has the meaning determined, from time to time, in
		accordance with Note (3) to Exhibit C hereof.
	 

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

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

	 
		“Distribution Date” has the meaning given to such term in the Pass
		Through Trust Agreement.
	 

	 
		“Downgrade Drawing” has the meaning given to such term in Section
		3.12(c) hereof.
	 

	 
		“Downgrade Event” has the meaning given to such term in the Initial
		Credit Facility.
	 

	 
		“Drawing Agent” has the meaning given to such term in the
		preamble hereof, or any successor thereto, as drawing agent appointed under the
		Pass Through Trust Agreement.
	 

	 
		“DSCR”
		means, as of any Calculation Date, the amount obtained by dividing (a) the
		amount of DSCR Available Cash as of such Calculation Date by (b) the sum of (i)
		the DSCR Aggregate Interest Amount for the related Payment Date and (ii) the
		DSCR Aggregate Minimum Principal Amount for such Payment Date.
	 

	 
		“DSCR Aggregate Interest Amount” means, with respect to any Payment Date, the sum
		of (a) the Interest Amount on the ACS Group Class A Securities for such Payment
		Date plus the net amounts payable (or minus the net amounts receivable) under
		any Hedge Agreement on such Payment Date (whether or not actually paid or
		received on such Payment Date) and (b) (without duplication) the aggregate
		Interest Amount on the ACS Group Class A Securities for the previous five
		Payment Dates plus the net amounts payable (or minus the net amounts
		receivable) under any Hedge Agreement on the related Payment Date (whether or
		not actually paid or received on such Payment Date).
	 

	 
		“DSCR Aggregate Minimum Principal Amount” means, with respect to any Payment Date, the sum
		of (a) the Minimum Principal Payment Amount for such Payment Date and (b)
		(without duplication) the aggregate Minimum Principal Payment Amount for the
		previous five Payment Dates.
	 

	 
		“DSCR Available Cash” means, as of any Calculation Date, an amount
		equal to the difference between (a) the sum of the aggregate Rental Payments
		(not including any
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		maintenance reserves which may be Rental
		Payments) actually received by the ACS Group during the six-month period ending
		on such Calculation Date and (b) the sum of the aggregate Re-leasing Expenses
		incurred by the ACS Group during the six-month period ending on such
		Calculation Date.
	 

	 
		“DSCR Failure” means the occurrence on two consecutive Payment
		Dates, each occurring after the 34th month after the Initial Closing
		Date, of the amount of DSCR for each such Payment Date equaling less than 1.70.
		For the avoidance of doubt, once a DSCR Failure occurs, it is not
		curable.
	 

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

	 
		“Eligible Account” means (a) a segregated trust account or demand
		deposit account maintained on the books and records of an Eligible Institution
		in the name of the Security Trustee as a Securities Account under, and as
		defined in, the Security Trust Agreement (except with respect to any demand
		deposit account, which shall not be a Securities Account), (b) a deposit or
		other account maintained on the books and records of an Eligible Institution in
		the name of an ACS Bermuda Group Member as a Non-Trustee Account, in compliance
		with the terms of the Security Trust Agreement and (c) the Irish VAT Refund
		Account and the Irish Rental Account.
	 

	 
		“Eligible Credit Facility” means (a) the Initial Credit Facility,
		(b) any credit agreement, letter of credit, guarantee, credit or liquidity
		enhancement facility or other credit facility provided by, or guaranteed by a
		further such credit facility provided by, an Eligible Provider in favor of any
		ACS Group Member and that is, in any such case, subject to the lien of the
		Security Trust Agreement and designated by a Board Resolution and Guarantor
		Board Resolution as an Eligible Credit Facility or (c) any Account
		established for the purpose of providing like credit or liquidity support and
		designated by a Board Resolution and Guarantor Board Resolution as an Eligible
		Credit Facility.
	 

	 
		“Eligible Institution” means (a) Deutsche Bank Trust Company Americas in
		its capacity as the Operating Bank in respect of any Eligible Account, so long
		as it (i) has either (A) a long-term unsecured debt rating of A or
		better by Standard & Poor’s or A2 or better by Moody’s or
		(B) a short-term unsecured debt rating of A-1 by Standard &
		Poor’s and P-1 by Moody’s and (ii) can act as a securities
		intermediary under the New York Uniform Commercial Code; (b) any Irish
		Bank in respect of the Irish VAT Refund Account or other bank not organized
		under the laws of the United States of America or any state thereof or the
		District of Columbia (or any branch of a foreign bank licensed under any such
		laws) so long as it has either (i) a long-term unsecured debt rating of A
		or better by Standard & Poor’s or A2 or better by Moody’s or
		(ii) a short-term unsecured debt rating of A-1+ by Standard &
		Poor’s and P-1 by Moody’s; and (c) any bank organized under the
		laws of the United States of America or any state thereof, or the District of
		Columbia (or any branch of a foreign bank licensed under any such laws)
		appointed as the Operating Bank in respect of any Eligible Account, so long as
		it (i) has either (A) a long-term unsecured debt rating of AA or
		better by Standard & Poor’s or Aa2 or better by Moody’s by each
		Rating Agency or (B) a short-term unsecured debt rating of A-l+ by
		Standard & Poor’s and P-1 by Moody’s and (ii) can act as a
		securities intermediary under the
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		New York Uniform Commercial Code, including
		a Person providing an Eligible Credit Facility so long as such Person shall
		otherwise so qualify and shall have waived all rights of set-off and
		counterclaim with respect to the account to be maintained as an Eligible
		Account.
	 

	 
		“Eligible Provider” means a Person (other than any ACS Group Member
		or any Affiliate thereof) whose credit rating satisfies the Threshold Rating or
		who is otherwise designated as an Eligible Provider by the Board and Guarantor
		Board subject to the prior written consent of the Policy Provider and receipt
		of a Rating Agency Confirmation.
	 

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

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

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

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

	 
		“Excess Policy Rate” has the meaning given to such term in the Policy
		Provider Agreement.
	 

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

	 
		“Expected Final Payment Date” means with respect to (a) the ACS Group
		Subclass A-1 Securities, June 8, 2012; (b) the Subclass E-1
		Securities, June 8, 2012; and (c) any ACS Group Refinancing Securities or
		ACS Group Additional Securities, the Expected Final Payment Date, if any,
		established by or pursuant to a Board Resolution, or Guarantor Board
		Resolution, as applicable, or in any indenture supplemental hereto or to the
		Guarantor Indenture, as applicable, providing for the issuance of such ACS
		Group Securities or specified in the form of such ACS Group Securities.
	 

	 
		“Expected Useful Life” means, with respect to each ACS Group Initial
		Aircraft, 25 years or, in the case of (i) any ACS Group Aircraft that undergoes
		an ACS Group Aircraft Conversion, 30 years or (ii) any other ACS Group Aircraft
		listed on Schedule 7, 30 years, and, with respect to any ACS Group Additional
		Aircraft (not including any ACS Group Additional Aircraft acquired by way of a
		contribution), the “Expected Useful Life” established by or pursuant
		to a Board Resolution or Guarantor Board Resolution, as applicable, or in any
		indenture supplemental hereto or to the Guarantor Indenture providing for the
		issuance of ACS Group Additional Securities to fund the acquisition of such ACS
		Group Additional Aircraft or ACS Group Aircraft Conversion (subject to the
		consent of the Policy Provider, the Initial Credit Facility Provider and
		receipt of a Rating Agency Confirmation, in the case of the issuance of the ACS
		Group Additional Securities).
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Expenses”
		means, collectively, any fees, costs or expenses Incurred by an ACS Group
		Member in the course of the business activities permitted under
		Section 5.02(e), including, without limitation, (i) any fees,
		expenses and indemnification amounts (including, without limitation, any and
		all claims, expenses, obligations, liabilities, losses, damages and penalties)
		of, or owing to, the Trustee, any Director, any Guarantor Director, the
		Security Trustee, the Operating Bank, any Authorized Agent, the Charitable
		Trustee, the Pass Through Trustee and any other Service Provider;
		provided, that, except as provided in clause (b) below, such
		indemnification amounts shall not exceed $25,000,000 in the aggregate for all
		such Persons (and if indemnification amounts which will cause the $25,000,000
		threshold to be exceeded are due and payable to more than one Person, then the
		indemnification amounts which may be distributed as “Expenses”
		without causing the $25,000,000 threshold to be exceeded will be allocated to
		such Persons pro rata based upon the amount of indemnification amounts due
		and payable to each such Person); provided,
		further, that the foregoing $25,000,000 limitation on
		indemnification amounts shall not apply (a) following the delivery of a Default
		Notice or during the continuance of an Acceleration Default (even if the
		applicable indemnification amount accrued or was claimed prior to the delivery
		of a Default Notice and the occurrence of an Acceleration Default) or (b) to
		indemnification amounts payable to the Back-Up Remarketing Servicer,
		(ii) any premiums on the liability insurance required to be maintained for
		the benefit of the Directors and the Guarantor Directors, (iii) all Taxes
		payable by the ACS Group Members by reason of the business activities permitted
		under Section 5.02(e) and the other activities described in and permitted
		under the Related Documents, (iv) any Credit Facility Expenses,
		(v) any Policy Expenses, (vi) any payment obligation (including, without
		limitation, any indemnity payments) or other amount payable by any ACS Group
		Member to any Lessee pursuant to a Lease and (vii) (subject to a limit of
		2% of the average monthly Rental Payments with respect to the relevant ACS
		Group Aircraft (or other amount approved by a Board Resolution or Guarantor
		Board Resolution, as applicable, with receipt of a Rating Agency Confirmation
		and the prior written consent of the Policy Provider with respect thereto) with
		respect to each ACS Group Subsidiary entitled thereto), the shortfall between
		Rental Payments received by or on behalf of such ACS Group Subsidiary in
		respect of an ACS Group Lease of an ACS Group Aircraft and the amount payable
		by such ACS Group Subsidiary, as head lease rent with respect of such ACS Group
		Aircraft, to another ACS Group Member; provided,
		however, that, except as expressly provided herein, Expenses
		shall not include (i) any amount payable on the ACS Group Securities, under any
		Hedge Agreement, any Policy Premium or Policy Redemption Premium or any
		interest accrued on any Policy Premium or Policy Redemption Premium, any
		Special Indemnity Payment or Credit Facility Advance Obligations or (ii) to the
		extent there would otherwise be a deduction for an Expense of an amount already
		deducted in the determination of “Collections”, any expense referred
		to in clause (d) of the definition of “Collections”.
	 

	 
		“Extended Note Pool Factor” means, with respect to each subclass of Class A
		Securities, the “Extended Note Pool Factor” set forth in Schedule 5
		hereto with respect to such subclass of Securities, as the same may be adjusted
		or, with respect to any new subclass of Securities, as may be determined in
		accordance with Section 3.11 hereof.
	 

	 
		“Extension Amount” has the meaning given to such term in
		Section 3.09 hereof.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Fed Ex Purchase Agreements” means, collectively, (a) the Aircraft Sales
		Agreement Fec No. 07-0518 dated January 11, 2007 by and between Federal Express
		Corporation and GAP Investment Nineteen, LLC, (b) the Aircraft Sales Agreement
		Fec No. 07-0396 dated January 11, 2007 by and between Federal Express
		Corporation and GAP Investment Twenty, LLC, (c) the Aircraft Sales Agreement
		Fec No. 07-0519 dated January 11, 2007 by and between Federal Express
		Corporation and GAP Investment Thirty One, LLC, (d) the Aircraft Sales
		Agreement Fec No. 07-0516 dated January 11, 2007 by and between Federal Express
		Corporation and GAP Investment Thirty Three, LLC, and (e) the Aircraft Sales
		Agreement Fec No. 07-0517 dated January 11, 2007 by and between Federal Express
		Corporation and GAP Investment Thirty Two, LLC and “Fed Ex Purchase Agreement” means any one of the foregoing.
	 

	 
		“Final Amount” has the meaning given to such term in Section
		3.06(i)(iv) hereof.
	 

	 
		“Final Drawing” has the meaning given to such term in Section
		3.12(i) hereof.
	 

	 
		“Final Maturity Date” means (a) with respect to the ACS Group Initial
		Securities, the fourth Business Day prior to the Legal Final Distribution Date
		and (b) with respect to any ACS Group Refinancing Securities or ACS Group
		Additional Securities, the date, if any, specified in the form of such ACS
		Group Securities.
	 

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

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

	 
		“Fixed Rate Securities” means any Refinancing Securities or Additional
		Securities issued with a fixed rate of interest.
	 

	 
		“Floating Rate Securities” means any Securities constituting Initial
		Securities and any Refinancing Securities or Additional Securities issued with
		a floating or variable rate of interest.
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Governmental Authority” means any Federal, state, municipal, national or
		other government (whether foreign or domestic and including the European Union)
		or governmental department, commission, board, bureau, court, agency or
		instrumentality or political subdivision thereof or any entity or officer
		exercising executive, legislative, judicial, regulatory or administrative
		functions of or pertaining to any government or any court, in each case whether
		associated with a state or local government of the U.S., the U.S., or a foreign
		entity or foreign government.
	 

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

	 
		“Guarantee”
		has the meaning given to such term in Section 11.01 hereof.
	 

	 
		“Guaranteed Obligations” has the meaning given to such term in Section
		11.01 hereof.
	 

	 
		“Guaranteed Parties” has the meaning given to such term in Section
		11.01 hereof.
	 

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

	 
		“Guarantor Acquisition Agreements” means the Guarantor Purchase Agreement and any
		agreements pursuant to which Guarantor Additional Aircraft are acquired.
	 

	 
		“Guarantor Additional Aircraft” means any aircraft and any related Engine
		acquired by any ACS Ireland Group Member from a Seller or an affiliate of a
		Seller or (upon a receipt of a Rating Agency Confirmation with respect
		thereto), from any other Person after the Initial Closing Date (other than any
		Guarantor Initial Aircraft, Remaining Aircraft or Substitute Aircraft), in each
		case in accordance with the provisions hereof including obtaining the prior
		written consent of the Policy Provider other than in the case of any Guarantor
		Aircraft acquired by way of a contribution, excluding any such Guarantor
		Aircraft after it has been sold or disposed of by way of a completed Aircraft
		Sale.
	 

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

	 
		“Guarantor Additional Securities” means any Guarantor Securities of any subclass of
		the Guarantor Class A Securities (other than the Guarantor Subclass A-1
		Securities issued as of the Initial Closing Date) and the Class E Securities
		(other than the Subclass E-1 Securities issued as of the Initial Closing Date)
		issued pursuant to the Guarantor Indenture. 
	 

	 
		“Guarantor Aircraft” means the Guarantor Initial Aircraft and the
		Guarantor Additional Aircraft.
	 

	 
		“Guarantor Aircraft Agreement” means any lease, sublease, conditional sale
		agreement, finances lease, hire purchase agreement or other agreement (other
		than an agreement relating to maintenance, modification or repairs) or any
		purchase option (other than a Purchase Option granted to an ACS Ireland Group
		Member) to purchase a Guarantor Aircraft, in each case 
	 

	 
		 
	 



	 
	 

	 

	 
		pursuant to which any Person acquires or is
		entitled to acquire legal title to, or the economic benefits of ownership of,
		such Guarantor Aircraft.
	 

	 
		“Guarantor Aircraft Conversion” has the meaning given to “Aircraft
		Conversion” in Section 5.02(i) of the Guarantor Indenture.
	 

	 
		“Guarantor Board” means the board of directors of the
		Guarantor.
	 

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

	 
		“Guarantor Class A Securities” means, collectively, all Guarantor Securities
		designated as a subclass of Class A, including the Guarantor Initial
		Securities so designated (consisting of the Guarantor Subclass A-1
		Securities issued as of the Initial Closing Date), all Guarantor Additional
		Securities, if any, so designated and, all Guarantor Refinancing Securities, if
		any, so designated, in each case, pursuant to this Indenture.
	 

	 
		“Guarantor Conversion Payments” has the meaning given to “Conversion
		Payments” in Section 5.02(i) of the Guarantor Indenture.
	 

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

	 
		“Guarantor Fixed Rate Securities” means any Guarantor Refinancing Securities or
		Guarantor Additional Securities issued with a fixed rate of interest.
	 

	 
		“Guarantor
		Floating Rate Securities” means
		any Securities constituting Initial Securities and any Guarantor Refinancing
		Securities or Guarantor Additional Securities issued with a floating or
		variable rate of interest.
	 

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

	 
		“Guarantor Indenture” means the trust indenture dated as of the Initial
		Closing Date among the Guarantor as issuer of the Guarantor Securities issued
		thereunder, the Issuer, as guarantor of the Guarantor Securities issued
		thereunder, Deutsche Bank Trust Company Americas as the Cash Manager, Deutsche
		Bank Trust Company Americas as the trustee thereunder and Drawing Agent, HSH
		Nordbank AG, New York Branch as Initial Credit Facility Provider and Financial
		Guaranty Insurance Company as Policy Provider.
	 

	 
		 
	 



	 
	 

	 

	 
		“Guarantor Initial Aircraft” means each of the aircraft identified in Schedule
		1 to the Guarantor Indenture (including any related Engines and Parts and any
		Remaining Aircraft) and any Substitute Aircraft, excluding any such aircraft
		(or related Aircraft Interest) sold or disposed of by way of a completed
		Aircraft Sale and any Remaining Aircraft for which a Substitute Aircraft is
		Delivered.
	 

	 
		“Guarantor Initial Class A Securities” means the Guarantor Subclass A-1 Securities
		issued on the Initial Closing Date pursuant to the Guarantor Indenture.
	 

	 
		“Guarantor Initial Lease” means, with respect to each Guarantor Initial
		Aircraft, each aircraft lease agreement, conditional sale agreement, hire
		purchase agreement or other similar arrangement subject to a written agreement
		with respect to such Guarantor Initial Aircraft in existence as of the date of
		this Indenture that is listed in Schedule 7 to the Guarantor Purchase Agreement
		or with respect to any Substitute Aircraft, each aircraft lease agreement,
		conditional sale agreement, hire purchase agreement or other similar
		arrangement subject to a written agreement with respect to such Substitute
		Aircraft in existence as of the relevant Acquisition Date with respect to such
		Substitute Aircraft, as such agreement or arrangement may be amended, modified,
		extended, supplemented, assigned or novated from time to time.
	 

	 
		“Guarantor Initial Securities” means the Guarantor Initial Class A
		Securities and the Subclass E-1 Securities.
	 

	 
		“Guarantor Leases” means the Guarantor Initial Leases, the Guarantor
		Future Leases and the Guarantor Additional Leases.
	 

	 
		“Guarantor Modification Payments” has the meaning given to “Modification
		Payments” in Section 5.02(i) of the Guarantor Indenture.
	 

	 
		“Guarantor Securities” means the Guarantor Initial Securities, all
		Guarantor Additional Securities, if any, all Guarantor Refinancing Securities,
		if any, and all Guarantor Securities, if any, issued in replacement or
		substitution of a Guarantor Security pursuant to the Guarantor
		Indenture.
	 

	 
		“Guarantor Ownership Interest” has the meaning given to “Ownership
		Interest” in Section 5.02(b) of the Guarantor Indenture.
	 

	 
		“Guarantor Purchase Agreement” means the Purchase Agreement dated as of the
		Initial Closing Date between the Irish Sellers and the Guarantor.
	 

	 
		“Guarantor Redemption” has the meaning given to “Redemption”
		in Section 3.10(c) of the Guarantor Indenture.
	 

	 
		“Guarantor Redemption Date” means the date, which shall in each case be a
		Payment Date, on which Guarantor Securities are redeemed pursuant to Section
		3.10 of the Guarantor Indenture.
	 

	 
		“Guarantor Redemption Price” has the meaning given to “Redemption
		Price” in the Guarantor Indenture.
	 

	 
		 
	 



	 
	 

	 

	 
		“Guarantor Refinancing” has the meaning given to “Refinancing”
		in Section 2.10 of the Guarantor Indenture.
	 

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

	 
		“Guarantor Refinancing Securities” means any subclass of Guarantor Securities issued
		by the Guarantor under the Guarantor Indenture at any time and from time to
		time after the date thereof, in a Guarantor Refinancing under Section 2.10 of
		the Guarantor Indenture.
	 

	 
		“Guarantor Securities” means the Guarantor Initial Securities, all
		Guarantor Additional Securities, if any, all Guarantor Refinancing Securities,
		if any, and all Guarantor Securities, if any, issued in replacement or
		substitution of a Guarantor Security, in each case, pursuant to the Guarantor
		Indenture.
	 

	 
		“Guarantor Subclass A-1 Securities” means the Guarantor Initial Securities that are
		designated “Subclass A-1 Securities” under the Guarantor
		Indenture, all Guarantor Additional Securities, if any, so designated, all
		Guarantor Refinancing Securities, if any, so designated and all Guarantor
		Securities, if any, issued in replacement or substitution therefor.
	 

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

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

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

	 
		“Hedge Guarantee” has the meaning given to such term in any Hedge
		Agreement.
	 

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

	 
		“Hedge Payment” means a net payment to be made by a Hedge
		Provider into the Collections Account under a Hedge Agreement and includes any
		such payment made by a guarantor under any related Hedge Guarantee or any
		termination payment received from any counterparty to a Hedge Agreement.
	 

	 
		“Holder”
		means any Person in whose name (a) a Class A Security is registered
		from time to time in the Register for such Securities or (b) a Guarantor
		Class A Security or 
	 

	 
		 
	 



	 
	 

	 

	 
		Class E Security is registered from
		time to time in the Register (as defined in the Guarantor Indenture) for such
		Guarantor Securities.
	 

	 
		“Holder Conversion Election” has the meaning given to such term in Section
		3.06(h) hereof.
	 

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

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

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

	 
		“Independent Director” means a Person that is not at the time of its
		appointment or at any time when such Person is serving as an Independent
		Director and has not been for the five years prior to its appointment as an
		Independent Director (i) an employee, officer, director, consultant,
		customer or supplier, or the beneficial holder (directly or indirectly) of more
		than 5% of any Ownership Interest, of any Aircastle Related Entity;
		provided,
		however, that any such Person may serve
		as a trustee, manager or director of another special purpose vehicle that is an
		Affiliate of the Issuer or Aircastle Limited, or (ii)  except in the case
		of Joe Clarkin, a spouse of, or Person related to (but not more remote than
		first cousins), a Person referred to at (i) above. 
	 

	 
		“Initial Aircraft” means each of the aircraft identified in Schedule
		1 hereto (including any related Engines and Parts and any Remaining Aircraft)
		and any Substitute Aircraft, excluding any such aircraft (or related Aircraft
		Interest) sold or disposed of (directly or indirectly) by way of a completed
		Aircraft Sale and any Remaining Aircraft for which a Substitute Aircraft is
		Delivered or for which the Aircraft Interest for such Remaining Aircraft is not
		Delivered by the Delivery Expiry Date to the Issuer.
	 

	 
		“Initial Appraisal Dates” means the dates as of which the Initial
		Appraisers calculated the Base Value of each ACS Group Initial Aircraft, which
		date in the case of each of BK Associates, Inc., Airclaims Limited, and
		Aircraft Information Services, Inc. is as of December 31, 2006.
	 

	 
		“Initial Appraised Value” means (a) in the case of each ACS Group Initial
		Aircraft (other than a Substitute Aircraft), the lessor of the mean and the
		median of the appraisals 
	 

	 
		 
	 



	 
	 

	 

	 
		by each of the Initial Appraisers of the
		Base Value of such ACS Group Initial Aircraft as of the Initial Appraisal
		Dates, (b) in the case of any Substitute Aircraft, the average of the
		appraisals by each of the Initial Appraisers of the Base Value of such ACS
		Group Initial Aircraft as of a date not more than six months prior to the date
		of the delivery of such ACS Group Initial Aircraft and (c) in the case of any
		ACS Group Additional Aircraft, the average of the appraisals by each of the
		Appraisers of the Base Value of such ACS Group Additional Aircraft as of a date
		not more than six months prior to the Closing Date for the issuance of the
		relevant ACS Group Additional Securities.
	 

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

	 
		“Initial Class A Securities” means the Subclass A-1 Securities issued on the
		Initial Closing Date.
	 

	 
		“Initial Closing Date” means June 8, 2007.
	 

	 
		“Initial Credit Facility” means the revolving credit agreement dated as of
		the Initial Closing Date among the Initial Credit Facility Provider, the
		Issuer, the Guarantor and the Cash Manager, as amended, supplemented or
		otherwise modified from time to time in accordance with its terms and as so
		replaced and so designated pursuant to Section 3.12(e)(iii) hereof.
	 

	 
		“Initial Credit Facility Amount” means, on the Closing Date, $87,750,000 and for
		any date of determination thereafter, an amount equal to the greater of (i)
		7.5% of the then outstanding principal amount of the ACS Group Subclass A-1
		Securities, and (ii) $65,000,000.
	 

	 
		“Initial Credit Facility Non-Consent
		Event” means the occurrence of the
		following: (i) the termination of the Initial Credit Facility and (ii) the
		payment of all Credit Facility Obligations owed to the Initial Credit Facility
		Provider in full.
	 

	 
		“Initial Credit Facility Provider” means HSH Nordbank AG, New York Branch or any
		provider of an Eligible Credit Facility so designated by a Board Resolution and
		a Guarantor Board Resolution.
	 

	 
		“Initial Expenses” means Expenses related to the issuance of the ACS
		Group Initial Securities and the acquisition of the ACS Group Initial Aircraft
		(other than Expenses related to the acquisition of the Remaining Aircraft
		incurred after the Initial Closing Date).
	 

	 
		“Initial Hedge Agreements” means each ISDA Master Agreement dated as of June
		1, 2007 between the Issuer and an initial Hedge Provider.
	 

	 
		“Initial Hedge Schedule” means the Schedule to each ISDA 2002 Master
		Agreement dated as of June 1, 2007 between an initial Hedge Provider and the
		Issuer.
	 

	 
		“Initial Lease” means, with respect to each Initial Aircraft,
		each aircraft lease agreement, conditional sale agreement, hire purchase
		agreement or other similar arrangement subject to a written agreement with
		respect to such Initial Aircraft that is in existence as of the 
	 

	 
		 
	 



	 
	 

	 

	 
		date of this Indenture listed in Schedule 7
		to the Purchase Agreement or with respect to any Substitute Aircraft, each
		aircraft lease agreement, conditional sale agreement, hire purchase agreement
		or other similar arrangement subject to a written agreement with respect to
		such Substitute Aircraft in existence as of the relevant Acquisition Date with
		respect to such Substitute Aircraft, as such agreement or arrangement may be
		amended, modified, extended, supplemented, assigned or novated from time to
		time.
	 

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

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

	 
		“Initial Purchasers” means Citigroup Global Markets Inc., Bear,
		Stearns & Co. Inc. and J.P. Morgan Securities Inc.
	 

	 
		“Initial Reserved Cash” means, with respect to the Senior Cash Collateral
		Account, $0.
	 

	 
		“Initial Securities” means the Initial Class A Securities.
	 

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

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

	 
		“Insured Minimum Principal Payment Amount” means, with respect to the Regular Distribution
		Date following each Calculation Date occuring on or after the date that is 24
		months after the date of an Event of Default under Section 4.01(a) or Section
		4.01(b) hereof that is continuing or an Acceleration of the Securities, the
		excess, if any, of (a) the Pool Balance of the Certificates as of such Regular
		Distribution Date over (b) the Minimum Target Principal Balance of the ACS
		Group Subclass A-1 Securities on the Payment Date that preceded such Regular
		Distribution Date by 24 months. 
	 

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

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

	 
		 
	 



	 
	 

	 

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

	 
		“Interest Shortfall” means has the meaning given to such term in
		Section 3.06(i)(i) hereof.
	 

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

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

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

	 
		“Irish Bank”
		means any bank duly authorized under the laws of Ireland.
	 

	 
		“Irish Parent” means Destrabel Holding Limited, a holding
		company incorporated under the laws of Ireland which beneficially owns 95% of
		the issued shares of the Issuer.
	 

	 
		“Irish Paying Agent” has the meaning given to such term in Section
		2.03 hereof. The initial Irish Paying Agent shall be Deutsche International
		Corporate Services (Ireland) Limited.
	 

	 
		“Irish Remarketing Servicer” means the Person acting, at the time of
		determination, in the capacity of the remarketing servicer under the Irish
		Remarketing Services Agreement. When the Irish Remarketing Services Agreement
		or the Back-Up Remarketing Services Agreement provides that the Back-Up
		Remarking Agent is to perform all or any part of the services called for by the
		Irish Remarketing Services Agreement in place of the Irish Remarketing
		Servicer, the terms “Irish Remarketing Servicer” and “Irish
		Remarketing Services Agreement” mean, as to such services, the Back-Up
		Remarketing Servicer and the Back-Up Remarketing Services Agreement. The
		initial Irish Remarketing Servicer is Aircastle Advisor (Ireland)
		Limited.
	 

	 
		“Irish Remarketing Services Agreement” means the Remarketing Services Agreement dated as
		of the Initial Closing Date among the Irish Remarketing Servicer, the Issuer,
		the Guarantor, the Policy Provider and the Administrative Agent.
	 

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

	 
		“Irish Secretarial Services Provider” means the Person providing, at the time of
		determination, secretarial services to the Guarantor under the secretarial
		services letter with the Guarantor dated as of the Initial Closing Date (or any
		successor agreement). The initial Irish Secretarial Services Provider is
		Goodbody Secretarial Limited.
	 

	 
		“Irish Sellers” means, collectively, Aircastle Ireland No. 2
		Limited and Aircastle Ireland No. 3 Limited and “Irish Seller” means any one of the foregoing.
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		“Issuers”
		means, collectively, the Issuer and the Guarantor (in its capacity as issuer
		under the Guarantor Indenture).
	 

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

	 
		“Legal Defeasance” has the meaning given to such term in
		Section 12.01(b) hereof.
	 

	 
		“Legal Final Distribution Date” has the meaning given to such term in the Pass
		Through Trust Agreement.
	 

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

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

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

	 
		“Listing Agent” means A&L Listing Limited.
	 

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

	 
		“Maximum Commitment” has the meaning given to such term in the Initial
		Credit Facility.
	 

	 
		“Minimum Principal Payment Amount” means, with respect to any subclass of ACS Group
		Class A Securities, as of any Payment Date, the product of (i) the
		ACS Group Class A Security Portion for such Payment Date and (ii) the
		Assumed Monthly Depreciation for such Payment Date.
	 

	 
		“Minimum Principal Shortfall” has the meaning given to such term in Section
		3.06(i)(iii) hereof.
	 

	 
		 
	 



	 
	 

	 

	 
		“Minimum Target Principal Balance” means, with respect to the ACS Group Class A
		Securities on any Payment Date, the amount set forth in Schedule 3 to this
		Indenture and set forth in Schedule 3 to the Guarantor Indenture for such
		Payment Date, subject to the following adjustment. 
	 

	 
		If any ACS Group Initial Aircraft ceases to
		be owned by the ACS Group before the end of the useful life of such ACS Group
		Initial Aircraft, the Minimum Target Principal Balance for each Payment Date
		occurring after the Calculation Date next succeeding the date of such cessation
		will be adjusted to be equal to: (x) if such Payment Date occurs on or before
		the fifth anniversary of the Initial Closing Date, the Assumed Portfolio Value
		for such Payment Date multiplied by the ACS Group Class A Security Portion or
		(y) if such Payment Date occurs after the fifth anniversary of the Initial
		Closing Date, the sum for all ACS Group Initial Aircraft then owned by the ACS
		Group of the product of (1) the Assumed Base Value of each such ACS Group
		Initial Aircraft for such Payment Date, (2) the ACS Group Class A Security
		Portion and (3) a fraction (a) the numerator of which shall be equal to the
		remaining Expected Useful Life in months of such ACS Group Aircraft as of such
		Payment Date and (b) the denominator of which shall be equal to the remaining
		Expected Useful Life of such ACS Group Aircraft in months as of the fifth
		anniversary of the Initial Closing Date, provided that in
		no event the Minimum Target Principal Balance for any Payment Date shall be
		less than zero. 
	 

	 
		If any ACS Group Initial Aircraft has
		undergone a conversion, the Minimum Target Principal Balance for each Payment
		Date occurring after the Calculation Date next succeeding the later of the
		fifth anniversary of the Initial Closing Date or the date of the completion of
		such conversion will be adjusted to be equal to the sum for all ACS Group
		Initial Aircraft then owned by the ACS Group of the product of (1) the Assumed
		Base Value of each such ACS Group Initial Aircraft for such Payment Date, (2)
		the ACS Group Class A Security Portion and (3) a fraction (a) the numerator of
		which shall be equal to the remaining Expected Useful Life in months of such
		ACS Group Aircraft as of such Payment Date and (b) the denominator of which
		shall be equal to the remaining Expected Useful Life of such ACS Group Aircraft
		in months as of the fifth anniversary of the Initial Closing Date (for the
		purpose of this clause (b), the Expected Useful Life of such ACS Group Aircraft
		will be deemed to have been extended by 60 months as of such fifth
		anniversary), provided that in no event the Minimum Target Principal Balance
		for any Payment Date shall be less than zero.
	 

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

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

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

	 
		“Net Sale Proceeds” means, with respect to any sale or other
		disposition of any assets, the aggregate amount of cash received or to be
		received from time to time (whether as initial or deferred consideration) by or
		on behalf of the seller in connection with such transaction after deducting
		therefrom (without duplication) (a) reasonable and customary brokerage
		commissions and other similar fees and commissions (including fees received by
		the Bermudian Remarketing Servicer under the Bermudian Remarketing Services
		Agreement) and (b) the 
	 

	 
		 
	 



	 
	 

	 

	 
		amount of Taxes payable in connection with
		or as a result of such transaction, in each case to the extent, but only to the
		extent, that the amounts so deducted are, at the time of receipt of such cash,
		actually paid to a Person that is not an Affiliate of the seller and are
		properly attributable to such transaction or to the asset that is the subject
		thereof.
	 

	 
		“No Proceeds Drawing” has the meaning given to such term in Section
		3.14(c) hereof.
	 

	 
		“Non-Delivery Event” has the meaning given to such term in Section
		3.05(c) hereof.
	 

	 
		“Non-Extension Drawing” has the meaning given to such term in Section
		3.12(d) hereof.
	 

	 
		“Non-Extended Facility” has the meaning given to such term in Section
		3.12(d) hereof.
	 

	 
		“Non-Performance Period” has the meaning given to such term in Section
		3.14(c) hereof.
	 

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

	 
		“Non-Trustee Account” has the meaning given to such term in
		Section 3.01(g) hereof.
	 

	 
		“Note Pool Factor” means, with respect to each subclass of Class A
		Securities on any Payment Date, the “Note Pool Factor” for such
		Payment Date set forth in Schedule 4 hereto as the same may be adjusted or,
		with respect to any new subclass of Securities, as may be determined in
		accordance with Section 3.11 hereof.
	 

	 
		“Note Target Price” means, in respect of any Aircraft (not including
		any Aircraft acquired by way of a contribution), an amount equal to the product
		of (i) the Designated Percentage with respect to such Aircraft and (ii) the sum
		of (A) the then Outstanding Principal Balance of the ACS Group Class A
		Securities, (B) any accrued but unpaid interest on the ACS Group Class A
		Securities, (C) any related Hedge Breakage Costs, (D) any Policy Premium
		and Policy Expenses then due and payable to the Policy Provider and
		(E) any Credit Facility Expenses then due and payable to the Initial
		Credit Facility Provider.
	 

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

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

	 
		 
	 



	 
	 

	 

	 
		“Notices”
		has the meaning given to such term in Section 13.05 hereof.
	 

	 
		“Novations”
		has the meaning given to such term in the Policy Provider Agreement.
	 

	 
		“Obligations” means the Secured Obligations and the payments to
		be made to either Issuer or any Holder of a Class E Security or Shareholder
		under Section 3.08 hereof.
	 

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

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

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

	 
		“Optional Redemption” means a Redemption of Securities pursuant to
		Section 3.10(a) hereof.
	 

	 
		“Outstanding” means (a) with respect to the ACS Group
		Securities, of any class or subclass at any time, all ACS Group Securities of
		such class or subclass theretofore authenticated and delivered by the Trustee
		or the Guarantor Trustee, as applicable, except (i) any such ACS Group
		Securities cancelled by, or delivered for cancellation to, the Trustee or the
		Guarantor Trustee, as applicable, (ii) any such ACS Group Securities, or
		portions thereof, for the payment of principal of and accrued and unpaid
		interest on which moneys have been deposited in the applicable Securities
		Account or distributed to Holders by the Trustee and the Guarantor Trustee and
		any such ACS Group Securities, or portions thereof, for the payment or
		redemption of which moneys in the necessary amount have been deposited in the
		Defeasance/Redemption Account; provided that if
		such ACS Group Securities are to be redeemed prior to the maturity thereof in
		accordance with the requirements of Section 3.10(a) or 3.10(b) hereof or
		of the Guarantor Indenture, as applicable, notice of such redemption shall have
		been given as provided in Section 3.10(c) hereof or of the Guarantor
		Indenture, or provision satisfactory to the Trustee or Guarantor Trustee, as
		applicable, shall have been made for giving such notice, and (iii) any such ACS
		Group Securities in exchange or substitution for which other ACS Group
		Securities, as the case may be, have been authenticated and delivered, or which
		have been paid pursuant to the terms of this Indenture or the Guarantor
		Indenture, as applicable, (unless proof satisfactory to the Trustee or the
		Guarantor Trustee, if applicable, is presented that any of such ACS Group
		Securities is held by a Person in whose hands such ACS Group Security is a
		legal, valid and binding obligation of the Issuer or the Guarantor, as
		applicable); and (b) when used with respect to any evidence of indebtedness
		other than any ACS Group Securities means, at any time, any principal amount
		thereof then unpaid and outstanding (whether or not due or payable).
	 

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

	 
		 
	 



	 
	 

	 

	 
		“Outstanding Principal Balance” means, with respect to any ACS Group Securities,
		the total principal amount evidenced by such ACS Group Securities unpaid and
		outstanding at any time as determined in accordance with Section 3.06
		hereof and Section 3.06 of the Guarantor Indenture.
	 

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

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

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

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

	 
		“Pass Through Trust Agreement” means the pass through trust agreement dated as
		of the Initial Closing Date among the Pass Through Trustee and the Issuers, and
		a supplement thereto dated as of the Initial Closing Date with respect to the
		ACS Pass Through Trust and any further supplements thereto (with respect to
		additional pass through trusts that may be formed in the future).
	 

	 
		“Pass Through Trustee” means Wilmington Trust Company.
	 

	 
		“Paying Agent” has the meaning given to such term in
		Section 2.03 hereof.
	 

	 
		“Payment Date” means the 8th day of each month, commencing on
		July 9, 2007; provided that (a) if any Payment Date would otherwise fall on a
		day that is not a Business Day, such Payment Date shall be the first following
		day that is a Business Day and (b) the Payment Date in June, 2037 shall be the
		fourth Business Day prior to the Legal Final Distribution Date.
	 

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

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

	 
		(b) demand deposits, time deposits or
		certificates of deposit of the Operating Bank or of depository institutions or
		trust companies organized under the laws of the United States of America or any
		state thereof, or the District of Columbia (or any domestic branch of a foreign
		bank) (i) having original maturities of no more than 365 days, or such
		lesser time as is required for the distribution of funds; provided that at the time of Investment or contractual 
	 

	 
		 
	 



	 
	 

	 

	 
		commitment to invest therein, the short-term
		debt rating of such depository institution or trust company shall be at least
		A-1 by Standard & Poor’s, P-1 by Moody’s or (ii) having
		maturities of more than 365 days and, at the time of the Investment or
		contractual commitment to invest therein, a rating of AA by Standard &
		Poor’s and Aa2 by Moody’s; provided that,
		during any applicable period, not more than 20% of the Issuers’ aggregate
		Permitted Account Investments may be made in investments described under this
		clause (b);
	 

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

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

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

	 
		provided, however, that no
		Investment shall be made in any obligations of any depository institution or
		trust company which has a contractual right to set off and apply any deposits
		held, and other indebtedness owing, by any ACS Group Member to or for the
		credit or the account of such depository institution or trust company;
		provided further that if,
		at any time, the rating of any of the foregoing investments falls below
		“BBB” by Standard & Poor’s or “Baa2” by
		Moody’s, such downgraded investment shall no longer constitute a
		“Permitted Account Investment”.
	 

	 
		“Permitted Accruals” has the meaning given to such term in
		Section 3.08(a) hereof and in Section 3.08(a) of the Guarantor
		Indenture.
	 

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

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

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

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

	 
		 
	 



	 
	 

	 

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

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

	 
		“Policy”
		means the Financial Guarantee Insurance Policy No. [   ], issued
		as of the Initial Closing Date by the Policy Provider, as amended, supplemented
		or otherwise modified from time to time in accordance with its terms.
	 

	 
		“Policy Drawing” means any payment of a claim under the
		Policy.
	 

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

	 
		“Policy Fee Letter” means the fee letter, dated as of the Initial
		Closing Date from the Policy Provider to the Issuer, Guarantor, the Trustees
		and the Drawing Agent setting forth the Policy Premium and certain other
		amounts payable in respect of the Policy.
	 

	 
		“Policy Non-Consent Event” means the occurrence of (i) the payment of
		the Certificates in full, (ii) the termination and surrender of the Policy
		to the Policy Provider for cancellation and (iii) the payment of all
		Policy Provider Obligations in full.
	 

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

	 
		“Policy Provider” means Financial Guaranty Insurance Company, a New
		York stock insurance company.
	 

	 
		“Policy Provider Agreement” means the Insurance and Indemnity Agreement,
		dated as of the date of issuance of the Certificates, among the Drawing Agent,
		the Issuer, the Guarantor, the Trustee, the Guarantor Trustee, the Pass Through
		Trustee and the Policy Provider.
	 

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

	 
		 
	 



	 
	 

	 

	 
		under any federal or state law relating to
		insolvency, bankruptcy, rehabilitation, liquidation or reorganization that is
		final and nonappealable, or (c) a court of competent jurisdiction, the New York
		Insurance Department or another competent judicial or regulatory authority
		enters a final and nonappealable order, judgment or decree (i) appointing a
		custodian, trustee, agent or receiver for the Policy Provider or for all or any
		material portion of its property or (ii) authorizing the taking of possession
		by a custodian, trustee, agent or receiver of the Policy Provider (or taking of
		possession of all or any material portion of the Policy Provider’s
		property).
	 

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

	 
		“Policy Provider Indemnification
		Agreement” means the
		Indemnification Agreement dated as of June 1, 2007 entered into among the
		Policy Provider, the Issuer, the Guarantor and the Initial Purchasers.
	 

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

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

	 
		“Pool Balance” has the meaning given to such term in the Pass
		Through Trust Agreement.
	 

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

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

	 
		“Principal Conversion Election” has the meaning given to such term in Section
		3.06(g) hereof.
	 

	 
		“Prior Ranking Amounts” has the meaning given to such term in
		Section 3.08(a) hereof.
	 

	 
		“Private Placement Legend” means the legend initially set forth on the
		Securities in the form set forth in Section 2.02(a) hereof.
	 

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

	 
		“Purchase Agreement” means the Purchase Agreement dated as of the
		Initial Closing Date between the Bermudian Seller and the Issuer.
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		“Rating Agency Confirmation” means a prior written confirmation from each
		(unless specified otherwise) Rating Agency received by the Issuers and the
		Trustees that a specified action or event shall not result in the downgrade,
		qualification or withdrawal of such Rating Agency’s then current credit
		rating, if any, of any Certificates (such rating, in the case of the
		Certificates, as determined without regard to the Policy).
	 

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

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

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

	 
		“Redemption”
		has the meaning given to such term in Section 3.10(c) hereof.
	 

	 
		“Redemption Date” means the date, which shall in each case be a
		Payment Date, on which Securities of any subclass are redeemed pursuant to
		Section 3.10 hereof.
	 

	 
		“Redemption Premium” means in respect of any Initial Class A Security
		being redeemed in an Optional Redemption on any date, the Redemption Premium
		indicated for such Initial Security with respect to such date in the table
		below:
	 

	 
		 
	 

	 
			
				
				  Redemption Date
				

			 	 	
				
				  Subclass A-1
				

			 
	
				
				  On or after the Initial Closing
				  Date
				

			 	 	
				
				  103%
				

			 
	
				
				  On or after the date that is 11
				  months after the Initial Closing Date
				

			 	 	
				
				  102%
				

			 
	
				
				  On or after the date that is 21
				  months after the Initial Closing Date
				

			 	 	
				
				  101%
				

			 
	
				
				  On or after the date that is 31
				  months after the Initial Closing Date
				

			 	 	
				
				  100%
				

			 
	
				
				   
				

			 	 	
				
				   
				

			 

 

	 
		 
	 




	 
	 

	 

	 
		“Redemption Price” means an amount (determined as of the Calculation
		Date for the Redemption Date for any Redemption pursuant to
		Section 3.10(a) hereof) equal to:
	 

	 
		(a) with respect to any Initial Class A
		Securities being redeemed and except as otherwise provided in clause (d)
		below, the product of the applicable Redemption Premium and the portion of the
		Outstanding Principal Balance being redeemed;
	 

	 
		(b) with respect to any Securities being
		redeemed under Section 3.10(a) hereof after the giving of a Default Notice or
		the Acceleration of any of the Securities or under Section 3.10(b) hereof, the
		then Outstanding Principal Balance thereof; and
	 

	 
		(c) with respect to any Securities other
		than the Initial Securities, as provided in the Board Resolution providing for
		the issuance of such Securities.
	 

	 
		“Reference Agency Agreement” means the Reference Agency Agreement dated as of
		the Initial Closing Date, among the Issuers, the Reference Agent and the Cash
		Manager pursuant to which LIBOR is determined from time to time.
	 

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

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

	 
		“Refinancing” has the meaning given to such term in
		Section 2.10(a) hereof.
	 

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

	 
		“Refinancing Expenses” means all out-of-pocket costs and expenses
		Incurred in connection with an offering and issuance of Refinancing Securities
		and any corresponding refinancing of the Certificates.
	 

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

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

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

	 
		“Regular Distribution Date” has the meaning given to such term in the Pass
		Through Trust Agreement.
	 

	 
		“Regulation”
		has the meaning given to such term in Section 2.18 hereof.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Related Documents” means the Administrative Agency Agreement, the
		Cash Management Agreement, each Eligible Credit Facility, this Indenture, the
		Guarantor Indenture, the ACS Group Securities, the Reference Agency Agreement,
		the Security Documents, the Policy Provider Documents, the Remarketing Services
		Agreements, the Back-Up Remarketing Services Agreement, the ACS Group Purchase
		Agreements and any other ACS Group Acquisition Agreement, any Hedge Agreements
		and any Hedge Guarantees.
	 

	 
		“Re-leasing Expenses” means, with respect to any period, all
		out-of-pocket costs and expenses incurred by the ACS Group in connection with
		the re-leasing of ACS Group Aircraft during such period, including but not
		limited to the following:
	 

	 
		(a) storage, maintenance, test flight,
		navigation, landing, ferry flights, shipping, fuel, reconfiguration,
		modification, refurbishment and repair expenses incurred in connection with the
		re-leasing of such ACS Group Aircraft during such period;
	 

	 
		(b) insurance premiums, fees and expenses
		incurred by or on behalf of the ACS Group for possessed hull and liability
		insurance while such ACS Group Aircraft is off-lease during such period;
		
	 

	 
		(c) expenses incurred in connection with the
		acceptance of delivery, and in connection with the transition of such ACS Group
		Aircraft, to such re-lease during such period; and
	 

	 
		(d) outside legal counsel fees and expenses
		and other professional fees and expenses, and all court costs, filing fees,
		bonding costs and other expenses, and other governmental fees and costs related
		to any re-lease of such ACS Group Aircraft during such period;
	 

	 
		provided that Re-leasing Expenses shall not include those
		expenses against which, under leases that require maintenance reserves to be
		paid, lessees customarily pay maintenance reserves.
	 

	 
		“Relevant Information” means any information provided to the Cash
		Manager by any Service Provider or any other service provider retained from
		time to time by an ACS Group Member pursuant to the Related Documents.
	 

	 
		“Remaining Aircraft” has the meaning given to such term in the
		Purchase Agreement or the Guarantor Purchase Agreement, as applicable.
	 

	 
		“Remaining Aircraft Allocation Amount” has the meaning given to such term in
		Section 2.11 hereof.
	 

	 
		“Remarketing Servicers” means, collectively, the Irish Remarketing
		Servicer and the Bermudian Remarketing Servicer.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Remarketing Services Agreements” means, collectively, the Irish Remarketing
		Services Agreement and the Bermudian Remarketing Services Agreement.
	 

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

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

	 
		“Rent Payment Reimbursement
		Amount” means, for any Aircraft to
		be Delivered, the Investment Earnings on the funds deposited in the related
		Aircraft Purchase Account received during the relevant Rent Transfer
		Period.
	 

	 
		“Rental Payments” means all rental payments and other amounts
		equivalent to a rental payment payable by or on behalf of a Lessee under an ACS
		Group Lease, including payments under any Purchase Option.
	 

	 
		“Rent Transfer Period
		” means, for each Aircraft to be
		Delivered, the period from the Initial Closing Date and ending on (but
		excluding) the first Calculation Date thereafter and each successive period
		beginning on (and including) a Calculation Date and ending on (but excluding)
		the next succeeding Calculation Date.
	 

	 
		“Replacement Credit Facility” means, for the Initial Credit Facility, an
		irrevocable revolving credit agreement (or agreements) in substantially the
		form of the Initial Credit Facility, including reinstatement provisions, or in
		such other form or forms (which may include a letter of credit, surety bond,
		swap, financial insurance policy or guaranty) as shall permit the Rating
		Agencies to confirm in writing their respective ratings then in effect for the
		Certificates (before downgrading of such ratings, if any, as a result of the
		downgrading of the ratings of the replaced Initial Credit Facility Provider;
		such rating as determined without regard to the Policy) and, if not in form and
		substance substantially the same as the Initial Credit Facility as reasonably
		determined by the Policy Provider, that has been approved in writing by the
		Policy Provider, in a face amount (or in an aggregate face amount) equal to the
		then Maximum Commitment for the replaced Initial Credit Facility and issued by
		an Eligible Provider or Eligible Providers having an unsecured short-term or
		long-term (as the case may be) debt rating and a short-term or long-term (as
		the case may be) issuer credit rating, as the case may be, issued by
		Moody’s and Standard & Poor’s which are equal to or higher than
		the Threshold Rating (and consented to in writing by the Policy Provider if any
		such rating which is equal to the Threshold Rating shall not have a stable or
		positive outlook according to the Rating Agencies) or, with the written consent
		of the Policy Provider, such other ratings and qualifications as shall permit
		the Rating Agencies to confirm in writing their respective ratings then in
		effect for the Certificates (before the downgrading of such ratings, if any, as
		a result of the downgrading of the ratings of the replaced Initial Credit
		Facility Provider; such rating as determined without regard to the Policy).
		Without limitation of the form that a Replacement Credit Facility otherwise may
		have pursuant to the preceding sentence, a Replacement Credit Facility may have
		a stated expiration date earlier than 15 days after the Final Maturity
		Date of the ACS Group Subclass A-1 Securities so long as such Replacement
		Credit Facility provides for a Non-Extension Drawing as contemplated by
		Section 3.12(d).
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Repossession Insurance” has the meaning given to such term in Section
		5.03(g) hereof and Section 5.03(g) of the Guarantor Indenture.
	 

	 
		“Required Amount” means, (a) initially (i) with respect to the
		Initial Credit Facility, zero; provided that,
		if a Downgrade Drawing, a Non-Extension Drawing or (for the purposes of
		Section 3.12(f)(ii) hereof and Article II of the Initial Credit
		Facility only) a Final Drawing shall have occurred, the “Required
		Amount” shall be the Maximum Commitment, and (ii) with respect to the
		Senior Cash Collateral Account, an amount equal to the Initial Reserved Cash
		therefor, and (b) thereafter, on any Payment Date, with respect to the
		Senior Cash Collateral Account, and any other Eligible Credit Facility, such
		amounts as designated in a Board Resolution and Guarantor Board Resolution (and
		for which a Rating Agency Confirmation has been received and prior written
		consent of the Policy Provider and the Initial Credit Facility Provider has
		been received), plus the increase, if any, in the Required Amount for any such
		Cash Collateral Account or Eligible Credit Facility provided for by the terms
		of any ACS Group Additional Securities or ACS Group Refinancing
		Securities.
	 

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

	 
		“Required Expenses Shortfall” has the meaning given to such term in Section
		3.06(f) hereof.
	 

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		with respect to any Person providing an
		Eligible Credit Facility and the Cash Manager or any other Service Provider,
		any authorized officer of such Person.
	 

	 
		“Restricted Security” means any Security bearing the Private Placement
		Legend.
	 

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

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

	 
		“Securities”
		means the Initial Securities, all Additional Securities, if any, all
		Refinancing Securities, if any, and all Securities, if any, issued in
		replacement or substitution of a Security, in each case, pursuant to this
		Indenture.
	 

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

	 
		“Securities Act” means the Securities Act of 1933.
	 

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

	 
		“Security Documents” means the Security Trust Agreement and any
		document executed pursuant thereto, or otherwise, for the purpose of granting a
		security interest in any Collateral to the Security Trustee for the benefit of
		the Secured Parties or for the purpose of perfecting such security
		interest.
	 

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

	 
		“Security Trust Agreement” means the Security Trust Agreement dated as of
		the Initial Closing Date, among the Issuers, the Security Trustee, the Cash
		Manager, the Operating Bank and each other party thereto.
	 

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Sellers”
		means the Irish Sellers and the Bermudian Seller and any Affiliates thereof
		that are sellers of (i) a Company or U.S. Trust or (ii) entities that own an
		Additional Aircraft or a related Aircraft Interest, in each case to an ACS
		Group Member.
	 

	 
		“Senior Cash Collateral Account” has the meaning given to such term in Section
		3.01(a) hereof. The Senior Cash Collateral Account is an Eligible Credit
		Facility.
	 

	 
		“Senior Cash Collateral Event” has the meaning given to such term in Section
		3.01(p) hereof.
	 

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

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

	 
		“Senior Class” means (a) with respect to the Securities, so long
		as any Class A Securities are Outstanding, the Class A Securities and
		(b) with respect to the Guarantor Securities, (i) so long as any Guarantor
		Class A Securities are Outstanding, the Guarantor Class A Securities, (ii)
		after the Guarantor Class A Securities have been paid in full but so long as
		any Class A Securities are Outstanding, the Class A Securities and (iii) after
		the Guarantor Class A Securities have been paid in full, the Class E
		Securities.
	 

	 
		“Senior Hedge Payment” means, on any Payment Date, a net payment to a
		Hedge Provider by any ACS Group Member (including, but not limited to, any
		Hedge Breakage Costs payable by any ACS Group Member to a Hedge Provider if
		such Hedge Breakage Costs result from an early termination of the related Hedge
		Agreement, except any Voluntary Hedge Breakage Cost to the extent the sum of
		all Voluntary Hedge Breakage Costs shall exceed the Voluntary Hedge Breakage
		Cost Threshold), other than any Subordinated Hedge Payment.
	 

	 
		“Senior Hedge Payments Shortfall” has the meaning given to such term in Section
		3.06(f) hereof.
	 

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

	 
		“Service Provider” means each of the Operating Bank, the Remarketing
		Servicers, the Back-Up Remarketing Servicer, the Trustee, the Guarantor
		Trustee, the Security Trustee, any Authorized Agent, the Administrative Agent,
		the Cash Manager, the Bermudian Secretarial Services Provider, the Irish
		Secretarial Services Provider, the Drawing Agent and the Reference
		Agent.
	 

	 
		“Shareholders” means the holder(s) of the shares of the Issuer
		as shall be notified from time to time by the Issuer to the Trustee and the
		Guarantor Trustee.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Special Distribution Date” has the meaning given to such term in the Pass
		Through Trust Agreement.
	 

	 
		“Special Indemnity Payments” means (a) any indemnity amounts owing at any
		time and from time to time by the Issuer or the Guarantor to the Initial
		Purchasers under the Certificates Purchase Agreement, to the Remarketing
		Servicer under Section 12.01 of the applicable Remarketing Services Agreement
		(exclusive of such indemnities owing to the Back-Up Remarketing Servicer), to
		the Policy Provider under the Policy Provider Indemnification Agreement or to
		the Initial Credit Facility Provider under Sections 3.01 and 3.09 of the
		Initial Credit Facility, (b) any other indemnity amounts owing at any time
		and from time to time to any other Person (other than the Back-Up Remarketing
		Servicer) party to a Related Document which arise from violations of the
		Securities Act, the U.S. Securities Exchange Act of 1934, as amended or any
		other securities law and (c) any indemnification amounts (including without
		limitation, any and all claims, expenses, obligations, liabilities, losses,
		damages and penalties) of, or owing to, the Trustee, any Director, any
		Guarantor Director, the Security Trustee, the Operating Bank, any Authorized
		Agent, the Charitable Trustee, the Pass Through Trustee and any other Service
		Provider that are not payable as Expenses.
	 

	 
		“Specified Aircraft” means the ACS Group Initial Aircraft with respect
		to which the Lessee under the related ACS Group Lease shall have entered into a
		Novation with respect to such ACS Group Lease.
	 

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

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

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

	 
		“Stated Rate of Interest” means (i) with respect to each subclass of ACS
		Group Securities (other than Class E Securities), the interest rate set forth
		in such ACS Group Securities and (ii) with respect to the Certificates, has the
		meaning given to such term in the Pass Through Trust Agreement, plus, in the
		case of clauses (i) and (ii) above, after the Expected Final Payment Date,
		0.05% per annum.
	 

	 
		“Subclass A-1 Securities” means the Initial Securities that are designated
		“Subclass A-1 Securities” under this Indenture, all Additional
		Securities, if any, so designated, all Refinancing Securities, if any, so
		designated and all Securities, if any, issued in replacement or substitution
		therefor, in each case, pursuant to this Indenture.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Subclass E-1 Securities” means the Guarantor Initial Securities that are
		designated Subclass E-1 Securities, all Guarantor Additional Securities,
		if any, so designated, all Guarantor Refinancing Securities, if any, so
		designated and all Guarantor Securities, if any, issued in replacement or
		substitution therefor, in each case, pursuant to the Guarantor
		Indenture.
	 

	 
		“Subordinated Claim” means a claim that is subordinate in right of
		payment to each Senior Claim as provided in Section 3.08 hereof.
	 

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

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

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

	 
		“Substitute Aircraft” has the meaning given to such term in the
		Purchase Agreement or the Guarantor Purchase Agreement, as applicable, and that
		has been approved by the Policy Provider.
	 

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

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

	 
		“Termination Notice” has the meaning given to such term in the Initial
		Credit Facility.
	 

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Moody’s (or, in the absence of a
		short-term unsecured debt rating by Moody’s, a long-term unsecured debt
		rating of A1 by Moody’s).
	 

	 
		“Tombo Aircraft” means those certain Boeing 757-200 Initial
		Aircraft bearing manufacturer’s serial numbers 24330 and 24331.
	 

	 
		“Tombo Lease” means each lease of a Tombo Aircraft between
		Tombo Aviation Inc. and China Southern Airlines Company Limited.
	 

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

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

	 
		“Trust Indenture Act” or “TIA” means
		the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb), as in
		effect on the date this Indenture was executed, except as provided in
		Section 9.05 hereof.
	 

	 
		“Trustee”
		means, with respect to each subclass of Securities the Person appointed, at the
		time of determination, as the trustee of such subclass of Securities in
		accordance with this 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Indenture. The initial Trustee for each
		subclass of Securities is Deutsche Bank Trust Company Americas.
	 

	 
		“Trustees”
		means, collectively, the Trustee and the Guarantor Trustee.
	 

	 
		“Unrestricted Security” means any Security not bearing the Private
		Placement Legend.
	 

	 
		“U.S.” means
		the United States of America.
	 

	 
		“U.S. GAAP”
		means generally accepted accounting principles in the United States.
	 

	 
		“U.S. Government Obligations” has the meaning given to such term in
		Section 12.02(a) hereof.
	 

	 
		“U.S. Trust”
		has the meaning given to such term in the Purchase Agreement.
	 

	 
		“Voluntary Hedge Breakage Costs” means any amounts payable by any ACS Group Member
		to a Hedge Provider as a result of any early termination (however described or
		defined therein) of any Hedge Agreement other than (a) any Subordinated Hedge
		Payment described in clause (a) of the definition thereof, (b) any such amounts
		payable as a result of any such early termination following the occurrence of
		(i) an “Event of Default” under the applicable Hedge Agreement, (ii)
		an event described in Section 5(b)(i) of any ISDA 2002 Master Agreement (or
		comparable provisions of any other Hedge Agreement) entered into by any ACS
		Group Member or (iii) an Additional Termination Event (as defined in the
		Initial Hedge Schedule) of the type described in clauses (i), through (x)
		(inclusive) of the definition thereof (or comparable provisions in any other
		schedule to a Hedge Agreement entered into by any ACS Group Member) and (c)
		during the period prior to the fifth anniversary of the Initial Closing Date,
		any such amount to the extent there are sufficient funds to pay such amount in
		full on the immediately succeeding Payment Date as if such amount was a
		Subordinated Hedge Payment pursuant to the priority of payments set forth in
		Section 3.08(a), provided that, upon the election of the Issuer (which shall be
		exercised by a Written Notice from the Administrative Agent), any such amount
		shall be deemed to be a Voluntary Hedge Breakage Cost notwithstanding that such
		amount satisfies clause (c) above.
	 

	 
		“Voluntary Hedge Breakage Cost Threshold” means $100,000,000.
	 

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

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

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

	 
		(f) Unless otherwise indicated, references
		to a subclass of Securities, Guarantor Securities or ACS Group Securities shall
		be to the Subclass A-1 Securities, the Guarantor Subclass A-1 Securities or the
		ACS Group Subclass A-1 Securities, respectively, the Subclass E-1
		Securities or to a subclass of Refinancing Securities, Guarantor Refinancing
		Securities or ACS Group Refinancing Securities or Additional Securities,
		Guarantor Additional Securities or ACS Group Additional Securities; and
		references to a class of Securities, Guarantor Securities or ACS Group
		Securities shall be to the Class A Securities, the Guarantor Class A
		Securities or the ACS Group Class A Securities or the Class E
		Securities or to a class of Refinancing Securities, Guarantor Refinancing
		Securities or ACS Group Refinancing Securities or Additional Securities,
		Guarantor Additional Securities or ACS Group Additional Securities.
	 

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

	 
		(h) References in this Indenture to Section
		3.01 through Section 3.08 and Section 3.12 through Section 3.15 shall include
		reference to the equivalent Section 3.01 through Section 3.08 and Section 3.12
		through Section 3.15 of the Guarantor Indenture.
	 

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

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

	 
		(k) References in this Indenture to any
		action, remedy or method of judicial proceeding for the enforcement of the
		rights of creditors or of security shall be deemed to 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
		(l) Where any payment is to be made, funds
		applied or any calculation is to be made hereunder on a day which is not a
		Business Day, unless any Related Document otherwise provides, such payment
		shall be made, funds applied and calculation made on the next succeeding
		Business Day, and payments shall be adjusted accordingly.
	 

	 
		(m) Where the Bermudian Remarketing Servicer
		or any replacement remarketing servicer (including the Back-Up Remarketing
		Servicer) or the Administrative Agent or any replacement administrative agent
		are performing or may perform lease management and/or remarketing services
		pursuant to a Related Document in relation to one or more different Aircraft at
		the same time, a reference in this Indenture to the “Remarketing
		Servicer” or the “Administrative Agent”, as applicable, shall be
		construed as a reference to each of the Bermudian Remarketing Servicer or
		replacement remarketing servicer, as the case may be, or Administrative Agent
		or replacement administrative agent, as applicable, and the rights and
		obligations of the parties hereto shall be construed accordingly.
	 

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

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

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

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

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		(c) In determining whether the Holders have
		given any direction, consent, request, demand, authorization, notice, waiver or
		other Act (a “Direction”), under this Indenture, Securities owned by the
		Issuer or any Affiliate of the Issuer shall be disregarded and deemed not to be
		Outstanding for purposes of any such determination. In determining whether the
		Trustee shall be protected in relying upon any such Direction, only Securities
		which a Responsible Officer of the Trustee actually knows to be so owned shall
		be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns
		100% of the Securities of any subclass Outstanding, such Securities shall not
		be so disregarded as aforesaid, and (ii) if any amount of Securities of such
		subclass so owned by any such Person have been pledged in good faith, such
		Securities shall not be disregarded as aforesaid if the pledgee establishes to
		the satisfaction of the Trustee the pledgee’s right so to act with respect
		to such Securities and that the pledgee is not the Issuer or any Affiliate of
		the Issuer. 
	 

	 
		(d) The Issuer may at its option, by
		delivery of Officers’ Certificates to the Trustee, set a record date other
		than the Record Date to determine the Holders in respect of the Securities of
		any subclass entitled to give any Direction in respect of such Securities. Such
		record date shall be the record date specified in such Officer’s
		Certificate which shall be a date not more than 30 days prior to the first
		solicitation of Holders in connection therewith. If such a record date is
		fixed, such Direction may be given before or after such record date, but only
		the Holders of record of the applicable subclass at the close of business on
		such record date shall be deemed to be Holders for the purposes of determining
		whether Holders of the requisite proportion of Outstanding Securities of such
		subclass have authorized or agreed or consented to such Direction, and for that
		purpose the Outstanding Securities of such subclass shall be 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		computed as of such record date;
		provided that no such Direction by the Holders on such record
		date shall be deemed effective unless it shall become effective pursuant to the
		provisions of this Indenture not later than one year after the record
		date.
	 

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

	 
		ARTICLE II
	 

	 
		 
	 

	 
		THE SECURITIES
	 

	 
		Section 2.01 Authorized Amount; Terms; Form; Execution and
		Delivery. (a) The Outstanding Principal
		Balance of any subclass of Securities which may be authenticated and delivered
		from time to time under this Indenture shall not exceed the initial Outstanding
		Principal Balance set forth for such subclass of Securities in the definition
		thereof or, with respect to any subclass of Refinancing Securities or
		Additional Securities, authorized in one or more Board Resolutions;
		provided that at no time may the Outstanding Principal Balance
		of any subclass of Refinancing Securities exceed the Redemption Price of the
		subclass of Securities being refinanced thereby plus Refinancing Expenses
		relating thereto, any Policy Premium and any Policy Redemption Premium, if any,
		due and payable to the Policy Provider and any amount to be deposited in a Cash
		Collateral Account for such Refinancing Securities; and provided
		further that any Additional Securities shall be issued in
		accordance with Section 2.12 hereof. All Securities of any class or
		subclass need not be issued at the same time and any class or subclass of
		Securities may be reopened, without the consent of any Holder, for issuances of
		Additional Securities or Refinancing Securities of such class or subclass,
		subject in all cases to Sections 2.10, 2.12, 3.09, 3.11 and 5.02 hereof and any
		other applicable provision of this Indenture.
	 

	 
		The Initial Securities issuable hereunder on
		the Initial Closing Date shall be issued in two subclasses. The Initial
		Securities shall be designated the Subclass A-1 Securities. 
	 

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

	 
		Any amount of premium or interest on any
		subclass of Securities not paid when due shall, to the fullest extent permitted
		by applicable law, bear interest at an interest rate per annum equal to the
		Stated Rate of Interest for such Securities from the date when due until such
		amount is paid or duly provided for, due and payable on the next succeeding
		Payment Date, subject to the availability of the Available Collections therefor
		after making payments entitled to priority under Section 3.08
		hereof.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

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

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

	 
		Each subclass of Securities shall be offered
		and sold in reliance on Section 4(2) of the Securities Act and shall be duly
		executed by the Issuer, authenticated by the Trustee and held by the Pass
		Through Trustee as hereafter provided.
	 

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

	 
		(d) On the date of the issuance, if any, of
		any Additional Securities, the Issuer shall issue and deliver, as provided in
		Sections 2.12 and 5.02(f) hereof, an aggregate principal amount of Additional
		Securities having the maturities and bearing the interest rates and such other
		terms authorized by one or more Board Resolutions or in any indenture
		supplemental hereto providing for the issuance of such Securities or specified
		in the form of such Securities, in each case in accordance with such
		Section 2.12.
	 

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

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

	 
		(g) At any time and from time to time after
		the execution of any Securities, the Issuer may deliver such Securities to the
		Trustee for authentication and, upon receipt of a written instruction by the
		Issuer, subject to the provisions of clause (h) below, the Trustee shall
		authenticate such Securities by manual or facsimile signature upon receipt by
		it of written orders 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		of the Issuer. The Securities shall be
		authenticated on behalf of the Trustee by any Responsible Officer of the
		Trustee.
	 

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

	 
		(i) The Issuer shall execute and the Trustee
		shall, in accordance with this Section 2.01, authenticate the Securities
		and, in the case of the Class A Securities, the Registrar shall register the
		Securities in the name of the Pass Through Trustee and the Trustee shall
		deliver the Securities to the Pass Through Trustee. 
	 

	 
		Section 2.02 Restrictive Legends . (a)
		Except as specified in Section 2.13(a) hereof, each Security (and all
		Securities issued in exchange therefor or upon registration of transfer or
		substitution thereof) shall bear the following legend on the face
		thereof:
	 

	 
		THIS SECURITY HAS NOT BEEN REGISTERED UNDER
		THE U.S. SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) OR
		WITH ANY SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION AND, ACCORDINGLY,
		MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
		STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE
		REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
		ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED
		STATES OR ANY OTHER APPLICABLE JURISDICTION.
	 

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

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

	 
		(c) Each Security shall also bear the
		following legend on the face thereof:
	 

	 
		EACH PURCHASER OR TRANSFEREE OF THIS
		SECURITY OR ANY INTEREST HEREIN WILL BE REQUIRED TO REPRESENT, WARRANT AND
		AGREE THAT EITHER: (A) NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO
		TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
		(“ERISA”), (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE
		INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A PLAN,
		ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT
		IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS
		SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		CODE (“SIMILAR LAW”) OR (IV) AN
		ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH
		EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT, HAVE BEEN USED TO ACQUIRE
		THIS SECURITY OR ANY INTEREST HEREIN; OR (B) THE ACQUISITION, HOLDING AND
		DISPOSITION OF THIS SECURITY OR ANY INTEREST HEREIN BY THE HOLDER WILL NOT
		CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
		OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW, AS
		APPLICABLE.
	 

	 
		Section 2.03
		Registrar and Paying Agent. (a) With respect to each subclass of
		Securities, there shall at all times be maintained by the Registrar (i) an
		office or agency in the location set forth in Section 13.05 hereof where
		Securities of such subclass may be presented or surrendered for registration of
		transfer or for exchange, (ii) an office or agency in the location set
		forth in Section 13.05 (other than Ireland) for payment of Securities of
		any subclass (each, a “Paying
		Agent”) and (iii) an office
		or agency where notices and demands in respect of the payment of such
		Securities may be served. For so long as any Securities are listed on the
		Alternative Securities Market of the Irish Stock Exchange, the Issuer shall
		appoint and maintain a Paying Agent in Ireland (the “Irish
		Paying Agent”). Written notice of
		the location of each such other office or agency and of any change of location
		thereof shall be given by the Trustee to the Issuer and the Holders of such
		subclass. In the event that no such office or agency shall be maintained or no
		such notice of location or of change of location shall be given, presentations
		and demands may be made and notices may be served at the Corporate Trust Office
		of the Trustee.
	 

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

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

	 
		(d) Any Authorized Agent may at any time
		resign by giving written notice of resignation to the Trustee and the Issuer.
		The Issuer may, and at the request of the Trustee shall, 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		at any time terminate the agency of any
		Authorized Agent by giving written notice of termination to such Authorized
		Agent and to the Trustee. Upon the resignation or termination of an Authorized
		Agent or if at any time any such Authorized Agent shall cease to be eligible
		under this Section (when, in either case, no other Authorized Agent
		performing the functions of such Authorized Agent shall have been appointed by
		the Trustee), the Issuer shall promptly appoint one or more qualified successor
		Authorized Agents, reasonably satisfactory to the Trustee, to perform the
		functions of the Authorized Agent which has resigned or whose agency has been
		terminated or who shall have ceased to be eligible under this Section. The
		Issuer shall give written notice of any such appointment made by it to the
		Trustee; and in each case the Trustee shall mail notice of such appointment to
		all Holders of the related subclass as their names and addresses appear on the
		Register for such subclass.
	 

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

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

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

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

	 
		(b) Any payments on a Payment Date with respect to the
		Class A Securities shall be made by wire transfer to or as instructed by the
		Pass Through Trustee at least five Business Days before the applicable Payment
		Date so long as it is the Holder thereof. Alternatively, upon application in
		writing to the Trustee, not later than the applicable Record Date, by a Holder
		other than the Pass Through Trustee of one or more Class A Securities of such
		subclass having an aggregate principal amount of not less than $1,000,000, any
		such payments shall be made by 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		wire transfer to an account designated by
		such Holder at a financial institution in New York, New York.
	 

	 
		(c) The final payment for each subclass of
		Securities shall be made only upon presentation and surrender of the Securities
		of such subclass by the Holder or its agent at the Corporate Trust Office or
		agency of the Trustee or Paying Agent (other than the Irish Paying Agent)
		specified in the notice of such final payment given by the Trustee or Paying
		Agent. The Trustee or Paying Agent shall mail such notice of the final payment
		of such subclass to each of the Holders of such subclass, specifying the date
		and amount of such final payment no later than five Business Days prior to such
		final payment and such notice shall also be published by the Irish Paying Agent
		by such publication as the Alternative Securities Market of the Irish Stock
		Exchange may require and in such other publication as the Irish Paying Agent
		may determine to comply with its obligations hereunder.
	 

	 
		Section 2.06 Minimum Denomination.
		Each subclass of Class A Securities shall be issued in minimum
		denominations of $100,000 and integral multiples of $1,000 in excess thereof.
		
	 

	 
		Section 2.07 Transfer and Exchange;
		Cancellation. (a) The Trustee agrees with the Issuer that the Trustee shall
		keep a register (herein referred to as the “Register”)
		in which provisions shall be made for the registration of Securities and the
		registration of transfers of Securities and a record of the dates and payments
		made with respect to the Securities. The Register shall be kept at the
		Corporate Trust Office, and the Trustee is hereby appointed
		“Registrar” for the purpose of registering Securities and transfers
		of Securities as herein provided. A Holder may transfer a Security only by
		written application to the Registrar stating the name of the proposed
		transferee and otherwise complying with the terms of this Indenture, including,
		without limitation, the provisions of this Section 2.07. No such transfer shall
		be effective until, and such transferee shall succeed to the rights of a Holder
		only upon, final acceptance and registration of the transfer by the Registrar
		in the Register. 
	 

	 
		(b) Upon surrender for registration or
		transfer of any Security at the Corporate Trust Office, the Issuer shall
		execute, upon the written request of such Holder, and the Trustee shall
		authenticate and deliver, in the name of the designated transferee or
		transferees, one or more new Securities of the same class and of a like
		aggregate principal amount. At the option of a Holder, its Securities may be
		exchanged for other Securities of the same class of any authorized
		denomination, of a like aggregate principal amount, upon surrender of the
		Securities to be exchanged at the Corporate Trust Office. Each new Class A
		Security issued upon transfer or exchange shall be in a principal amount of at
		least $100,000 (and, if less, the then unpaid principal amount thereof) and
		dated the date or dates to which interest on the Security surrendered shall
		have been paid or, if no such interest shall have been paid, the applicable
		date of issuance. Whenever any Securities are so surrendered for exchange, the
		Issuer shall execute, and the Trustee shall authenticate and deliver, the
		Securities which the Holder making the exchange is entitled to receive. All
		Securities issued upon any registration of transfer or exchange of Securities
		shall be the valid obligations of the Issuer evidencing the same respective
		obligations, and entitled to the same security and benefits under this
		Indenture, as the Securities surrendered upon such registration of transfer or
		exchange. When Securities are presented to the Registrar with a request to
		register their transfer or to exchange them for an equal principal 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		amount of Securities of other authorized
		denominations, the Registrar shall register the transfer or make the exchange
		as requested if the requirements for such transactions are met (including, in
		the case of a transfer, that such Securities are duly endorsed or accompanied
		by a written instrument of transfer in form satisfactory to the Trustee and
		Registrar duly executed by the Holder thereof or by an attorney who is
		authorized in writing to act on behalf of the Holder). In addition, the Trustee
		may require evidence satisfactory to it as to the compliance of any such
		transfer with the Securities Act of 1933, as amended. The Trustee shall make a
		notation on each new Security or Securities of the amount of all payments of
		principal previously made on the old Security or Securities with respect to
		which such new Security is issued and the date to which interest accrued on
		such old Security or Securities has been paid. 
	 

	 
		(c) Prior to the due presentment for
		registration of transfer of a Security, the Issuer and the Trustee may deem and
		treat the applicable registered Holder as the absolute owner and Holder of such
		Security for the purpose of receiving payment of all amounts payable with
		respect to such Security and for all other purposes and shall not be affected
		by any notice to the contrary.
	 

	 
		(d) The Issuer shall not be required to
		exchange any surrendered Securities as above provided during the 15 calendar
		day period preceding the due date of any payment on such Securities. The Issuer
		shall not be required to exchange or register the transfer of any Securities as
		above provided during the 15 calendar days preceding the Final Maturity Date of
		any such Securities or during the 15 calendar days preceding the first mailing
		of any notice of Redemption or Refinancing of Securities to be redeemed or
		refinanced. The Issuer shall not be required to exchange or register the
		transfer of any Securities that have been selected, called or are being called
		for Redemption or Refinancing except, in the case of any Securities where
		notice has been given that such Securities are to be redeemed in part, the
		portion thereof not so to be redeemed.
	 

	 
		(e) A Security may not be exchanged for
		another Security other than as provided in this Section 2.07 and Section
		2.08 hereof.
	 

	 
		(f) The Issuer at any time may deliver
		Securities to the Trustee for cancellation. The Trustee and no one else shall
		cancel and destroy in accordance with its customary practices in effect from
		time to time (subject to the record retention requirements of the Exchange Act)
		any such Securities, together with any other Securities surrendered to it for
		registration of transfer, exchange or payment.
	 

	 
		Section 2.08 Mutilated, Destroyed, Lost
		or Stolen Securities. If any Security shall become mutilated, destroyed,
		lost or stolen, the Issuer shall, upon the written request of the Holder
		thereof and presentation of the Security or satisfactory evidence of
		destruction, loss or theft thereof to the Trustee or Registrar (including, in
		the case of Securities listed on the Alternative Securities Market of the Irish
		Stock Exchange, at the offices of the co-registrar in Ireland, if any), issue,
		and the Trustee shall authenticate and deliver in exchange therefor or in
		replacement thereof, a new Security of the same subclass, payable to such
		Holder in the same principal amount, of the same maturity, with the same
		payment schedule, bearing the same interest rate and dated the date of its
		authentication. If the Security being replaced has become mutilated, such
		Security shall be surrendered to the Trustee or a Registrar and forwarded to
		the Issuer by the Trustee or such Registrar. If the Security being replaced has
		been destroyed, lost or 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		stolen, the Holder thereof shall furnish to
		the Issuer, the Trustee or a Registrar (i) such security or indemnity as may be
		required by them to save the Issuer, the Trustee and such Registrar harmless
		and (ii) evidence satisfactory to the Issuer, the Trustee and such Registrar of
		the destruction, loss or theft of such Security and of the ownership thereof.
		The Holders will be required to pay any tax or other governmental charge
		imposed in connection with such exchange or replacement and any other expenses
		(including the fees and expenses of the Trustee and any Registrar) connected
		therewith.
	 

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

	 
		Section 2.10 Refinancing of
		Securities. (a) Subject to Section 2.01(a) hereof, paragraphs (b) and
		(c) below and Section 5.02(f)(ii) hereof, the Issuer may issue Refinancing
		Securities pursuant to this Indenture for the purpose of refinancing the
		Outstanding Principal Balance of any subclass of Securities (including
		refinancings of Refinancing Securities). Each refinancing of any subclass of
		Securities with the proceeds of an offering of Refinancing Securities (a
		“Refinancing”) shall be authorized pursuant to one or more
		Board Resolutions and shall be effected only following receipt of a Rating
		Agency Confirmation and upon obtaining the prior written consent of the Policy
		Provider (unless a Policy Non-Consent Event has occurred or will occur in
		connection with such Refinancing) and the Initial Credit Facility Provider
		(unless an Initial Credit Facility Non-Consent Event has occurred or will occur
		in connection with such Refinancing). Each Refinancing Security shall
		constitute a “Security” for all purposes under this Indenture, and
		shall have the class or subclass designation and such further designations
		added or incorporated in such title as specified in the related Board
		Resolutions, in any indenture supplemental hereto providing for the issuance of
		such Securities or specified in the form of such Securities, as the case may
		be.
	 

	 
		(b) A Refinancing of any subclass of
		Securities in whole or in part may occur on any Payment Date after the Initial
		Closing Date and shall be effected as an Optional Redemption pursuant to
		Section 3.10 hereof. On the date of any Refinancing, the Issuer shall issue and
		sell an aggregate principal amount of Refinancing Securities not to exceed the
		Redemption Price of the Securities being refinanced thereby and any accrued and
		unpaid interest plus the Refinancing Expenses relating thereto, any Policy
		Premium and Policy Redemption Premium due and payable to the Policy Provider
		and any amount to be deposited in any Cash Collateral Account for such
		Refinancing Securities. The proceeds of each sale of Refinancing Securities
		shall be used to make the deposit required by Section 3.10(d) hereof, to pay
		such Refinancing Expenses, such Policy Premium and Policy Redemption Premium
		and to fund such Cash Collateral Account.
	 

	 
		(c) Each Refinancing Security shall contain
		such terms as may be established in or pursuant to the related Board Resolution
		(subject to Section 2.01 hereof), in any indenture supplemental hereto
		providing for the issuance of such Securities or specified in the form of such
		Securities to the extent permitted below, and shall have the same ranking
		pursuant to Section 3.08 hereof with respect to all other Obligations as
		the Securities of the class to which 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		such Refinancing Securities belong (and,
		with respect to other subclasses of such class, as provided in
		Section 3.09 hereof). No less than seven Business Days, prior to any
		Refinancing, any or all of the following, as applicable, with respect to the
		related issue of each subclass of Refinancing Securities shall have been
		determined by the Issuer and set forth in such Board Resolutions, in any
		indenture supplemental hereto or specified in the form of such Securities, as
		the case may be: 
	 

	 
		(i) the Securities to be refinanced by such
		Refinancing Securities;
	 

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

	 
		(iii) the proposed date of such
		Refinancing;
	 

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

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

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

	 
		(vii) if other than denominations of
		$100,000 or higher integral multiples of $1,000 (with respect to Class A
		Securities), the denomination or denominations in which such Refinancing
		Securities shall be issuable;
	 

	 
		(viii) whether such Refinancing Securities
		are to be issuable initially in registered or global form and, if global,
		whether holders of any such global Refinancing Security may exchange such
		Securities for Refinancing Securities of the same class or subclass and of like
		tenor of any authorized form and denomination and the circumstances under which
		any such exchanges may occur, if other than in the manner provided in
		Section 2.07 hereof, and the circumstances under which and the place or
		places where any such exchanges may be made; 
	 

	 
		(ix) any adjustments to be made, consistent
		with Sections 3.09 and 3.11 hereof, to the applicable Note Pool Factors or
		Extended Note Pool Factors as a result of the issuance of such Refinancing
		Securities; 
	 

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

	 
		(xi) whether such Refinancing Securities are
		to be Covered Class A Securities; and
	 

	 
		(xii) any other terms, conditions, rights
		and preferences (or limitations on such rights and preferences) relating to
		such Refinancing Securities (which terms shall comply with 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Applicable Law and not be inconsistent with
		the requirements or restrictions of this Indenture, including
		Section 5.02(f)(ii) hereof).
	 

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

	 
		(d) In connection with any Refinancing of
		the Subclass A-1 Securities or any other subclass of Covered Class A Securities
		that has occurred with the prior written consent of the Policy Provider, each
		of the Policy and the Policy Provider Agreement shall be amended to cover the
		corresponding class of Certificates relating to such subclass of Covered Class
		A Securities and the Policy Provider shall deliver a new Policy or amended
		Policy, as applicable, to the Drawing Agent; provided that if
		the Refinancing Securities of such Refinancing will not be Covered Class A
		Securities, no amendment of the Policy and the Policy Provider Agreement shall
		be required and no delivery of an amended Policy or new Policy shall be
		required; provided
		further that, notwithstanding anything to the contrary herein,
		Class A Securities that are not Covered Class A Securities may not be issued
		while the Policy remains outstanding. In connection with the amendment of the
		Policy to cover the Certificates relating to the Refinancing Securities, the
		Policy Provider agrees to deliver to the Issuer, the Guarantor and Drawing
		Agent, on or prior to the date of Refinancing, legal opinions and corporate
		documents in respect of the amended Policy, substantially similar in form,
		scope and substance to the legal opinions and corporate documents delivered by
		the Policy Provider on the Initial Closing Date. The Policy Provider agrees
		that its rights of reimbursement in respect of the Policy Drawings under the
		amended Policy will be the same as its rights of reimbursement set forth in
		Section 3.08 and premium payable in respect of the amended Policy shall be on
		the same basis and terms as the Policy Premium and the Policy Redemption
		Premium paid in respect of the Policy issued on the Initial Closing Date
		(unless otherwise agreed to by the Issuer, the Guarantor and the Drawing Agent
		and the Policy Provider).
	 

	 
		(e) In connection with any Refinancing of a
		subclass of Class A Securities that has occurred with the prior written consent
		of the Initial Credit Facility Provider, the Initial Credit Facility if so
		required by the terms of such Refinancing shall be amended to cover such
		subclass of Class A Securities and the Initial Credit Facility Provider shall
		deliver a new Eligible Credit Facility or amended Initial Credit Facility, as
		applicable, to the Trustee. In connection with the amendment of the Initial
		Credit Facility to cover the Refinancing Securities, the Initial Credit
		Facility Provider agrees to deliver to the Issuer and the Guarantor, on or
		prior to the date of Refinancing, legal opinions and corporate documents in
		respect of the amended Initial Credit Facility, substantially similar in form,
		scope and substance to the legal opinions and corporate documents delivered by
		the Initial Credit Facility Provider on the Initial Closing Date. The Initial
		Credit Facility Provider agrees that its rights of reimbursement in respect of
		the drawings under the amended Initial Credit Facility will be the same as its
		rights of reimbursement set forth in Section 3.08, and fees payable in respect
		of the amended Initial Credit Facility shall be on the same basis and terms as
		the fees paid in respect of the Initial Credit Facility entered into on the
		Initial Closing Date.
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(g) Notwithstanding anything to the contrary
		herein, the issuance of Class A Securities that are not Covered Class A
		Securities shall be subject to the following conditions precedent:
	 

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

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

	 
		Section 2.11 Delivery of Remaining
		Aircraft. Upon receipt by the Trustee of a certificate executed by a
		Director stating (i) that a Remaining Aircraft has been delivered under
		and in accordance with the Purchase Agreement, (ii) that no waiver of the
		conditions specified in Clauses 4.1.1, 4.1.2, 4.1.3, 4.2, 14.2 and 14.3 of
		the Purchase Agreement has occurred with respect to such Remaining Aircraft (or
		the relevant Company) without the receipt of a Rating Agency Confirmation and
		the prior written consent of the Policy Provider and the Initial Credit
		Facility Provider, and (iii) the amount of cash payable from the Aircraft
		Purchase Account allocable to such Remaining Aircraft, as set forth in column V
		of Exhibit A to the Purchase Agreement, net of the amounts provided for in the
		Purchase Agreement (any such amount, a “Remaining Aircraft Allocation Amount”), and wire instructions for the payment of such
		funds, the Trustee shall transfer funds in the amount of the Remaining
		Aircraft Allocation Amount for such Remaining Aircraft from the relevant
		Aircraft Purchase Account in the amount so certified and in accordance with the
		written instructions provided by the Cash Manager in accordance with
		Section 3.05(a).
	 

	 
		Section 2.12 Additional Securities.
		(a) Subject to paragraph (b) below and Section 5.02(f)(iv) hereof
		without limiting the provisions of Section 5.02(l)(ii) hereof, as
		applicable, the Issuer may issue Additional Securities pursuant to this
		Indenture the proceeds of which shall be used to acquire Additional Aircraft or
		make Conversion Payments, as the case may be, make payments into a Cash
		Collateral Account or pay expenses related thereto (each, an
		“Additional
		Issuance)”. Each Additional
		Issuance shall be authorized pursuant to one or more Board Resolutions and
		shall be effected only following receipt of a Rating Agency Confirmation and
		upon obtaining the prior written consent of the Policy Provider (unless a
		Policy Non-Consent Event has occurred) and the Initial Credit Facility Provider
		(unless an Initial Credit Facility Non-Consent Event has occurred). Each
		Additional Security shall have such subclass and such further designations
		added or incorporated in such title as specified in the related Board
		Resolutions, in any indenture supplemental hereto providing for the issuance of
		such Securities or specified in the form of such Securities, as the case may
		be.
	 

	 
		(b) Each Additional Security shall contain
		such terms as may be established in or pursuant to the related Board
		Resolutions (subject to Section 2.01 hereof), in any indenture
		supplemental hereto providing for the issuance of such Securities or specified
		in the form of such Securities to the extent permitted below, and shall have
		the same ranking pursuant to Section 3.08 hereof with respect to all other
		Obligations as the Securities of the class to which such Additional Securities
		belong (and, with respect to other subclasses of such class, as provided in
		Section 3.09 hereof). No less than seven Business Days prior to any
		issuance, any or all of the following, as applicable, with respect to the
		related Additional Issuance shall have been 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		determined by the Issuer and set forth in
		such Board Resolutions, in any indenture supplemental hereto or specified in
		the form of such Securities, as the case may be:
	 

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

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

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

	 
		(B) the proposed date of such Additional
		Issuance;
	 

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

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

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

	 
		(F) if other than denominations of $100,000
		or higher integral multiples of $1,000 (with respect to Class A
		Securities), the denomination or denominations in which any such Additional
		Securities shall be issuable;
	 

	 
		(G) any adjustments to be made, consistent
		with Sections 3.09 and 3.11 hereof, to the applicable Note Pool Factors or
		Extended Note Pool Factors as result of the issuance of any such Additional
		Securities; and
	 

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

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

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

	 
		(B) in the case of Conversion Payments, a
		description of the Aircraft to be converted.
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(c) In the event Additional Securities are
		issued as Class A Securities with the prior consent of the Policy Provider,
		each of the Policy and the Policy Provider Agreement shall be amended to cover
		the corresponding class of Certificates of such Additional Securities and the
		Policy Provider shall deliver a new Policy or amended Policy, as applicable, to
		the Drawing Agent; provided that if
		the Additional Securities of such Additional Issuance will not be Covered Class
		A Securities, no amendment of the Policy and the Policy Provider Agreement
		shall be required and no delivery of an amended Policy or new Policy shall be
		required; provided
		further, that, notwithstanding anything
		to the contrary herein, no Class A Securities may be issued without the prior
		written consent of the Policy Provider (unless a Policy Non-Consent Event has
		occurred or will occur in connection with such Additional Issuance) and the
		prior written consent of the Initial Credit Facility Provider (unless an
		Initial Credit Facility Non-Consent Event has occurred or will occur in
		connection with such Additional Issuance); provided
		further, that, notwithstanding anything to the contrary herein,
		Class A Securities that are not Covered Class A Securities may not be issued
		while the Policy remains outstanding. In connection with any issuance of
		Additional Securities as a subclass of Class A Securities and amendment of the
		Policy, the Policy Provider agrees to deliver to the Issuer, the Guarantor and
		the Drawing Agent, on or prior to the date of issuance, legal opinions and
		corporate documents in respect of the amended Policy, substantially similar in
		form, scope and substance to the legal opinions and corporate documents
		delivered by the Policy Provider on the Initial Closing Date. The Policy
		Provider agrees that its rights of reimbursement in respect of any Policy
		Drawings under the amended Policy will be the same as its rights of
		reimbursement set forth in Section 3.08, and premium payable in respect of the
		amended Policy shall be on the same basis and terms as the Policy Premium and
		Policy Redemption Premium (if any) paid in respect of the Policy issued on the
		Initial Closing Date (unless otherwise agreed to by the Issuer, Guarantor and
		Drawing Agent and the Policy Provider).
	 

	 
		(d) In connection with any issuance of
		Additional Securities, the Issuer shall pay to all parties to the Related
		Documents all reasonable costs and expenses related thereto.
	 

	 
		Section 2.13 Special Transfer Provisions.
	 

	 
		(a) Private Placement Legend. Upon the transfer, exchange or replacement of
		Securities not bearing the Private Placement Legend, the Trustee shall deliver
		Securities that do not bear the Private Placement Legend, as applicable. Upon
		the transfer, exchange or replacement of Securities bearing the Private
		Placement Legend, the Trustee shall deliver only Securities that bear the
		Private Placement Legend, as applicable, unless there is delivered to the
		Trustee an Opinion of Counsel reasonably satisfactory to the Issuer and the
		Trustee to the effect that neither such legend nor the related restrictions on
		transfer are required in order to maintain compliance with the provisions of
		the Securities Act.
	 

	 
		(b) General. By its
		acceptance of any Security bearing the Private Placement Legend, each Holder of
		such Security acknowledges the restrictions on transfer of such Security set
		forth in this Indenture and in the Private Placement Legend and agrees that it
		will transfer such Security only as provided in this Indenture. The Registrar
		shall not register a transfer of any Security unless such transfer complies
		with the restrictions on transfer of such Security set forth in this Indenture.
		In connection with any transfer of Securities, each Holder agrees by its
		acceptance of such Securities to furnish the Trustee the certifications and
		legal opinions 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		described herein to confirm that such
		transfer is being made pursuant to an exemption from, or a transaction not
		subject to, the registration requirements of the Securities Act;
		provided that the Trustee shall not be required to determine
		(but may rely on a determination made by the Issuer with respect to) the
		sufficiency of any such legal opinions.
	 

	 
		The Initial Securities shall be issued
		pursuant to an exemption from registration under the Securities Act. 
	 

	 
		The Trustee shall retain copies of all
		letters, notices and other written communications received pursuant to this
		Section 2.13 in accordance with applicable law. The Issuer shall have the
		right to inspect and make copies of all such letters, notices or other written
		communications at any reasonable time upon the giving of reasonable Written
		Notice to the Trustee during the term of this Agreement and for a period of
		three months thereafter.
	 

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

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

	 
		Section 2.15
		Statements to Holders. (a) On the second Business Day before each
		Payment Date, the Issuers shall cause the Administrative Agent to deliver to
		the Pass Through Trustee, the Trustees, the Cash Manager, the Directors and the
		Policy Provider, and the Trustees shall (or shall instruct any Paying Agent to)
		promptly thereafter distribute or make available to each Holder of record with
		respect to such Payment Date, the Policy Provider, the Initial Credit Facility
		Provider and each Rating Agency, a report, substantially in the form attached
		as Exhibit E hereto prepared by the Administrative Agent and setting forth the
		information described therein after giving effect to such payment (each, a
		“Monthly Report”) in respect of the Calculation Date immediately
		preceding such Payment Date and the month then ended. Each Monthly Report
		provided to the Pass Through Trustee, the Trustees, Directors, the Policy
		Provider, the Initial Credit Facility Provider and each Rating Agency for each
		May, August and November shall be accompanied by (i) a statement setting
		forth an analysis of the Collections Account activity for the preceding quarter
		ended on the Calculation Date occurring in the immediately preceding March,
		June and September, respectively, (ii) a discussion and analysis 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		of such activity and of any significant
		developments affecting the ACS Group in such quarter and (iii) an updated
		description of the ACS Group Aircraft in the ACS Group Portfolio and the
		related Lessees as of the end of such quarter (each, a “Quarterly Report”). Each Monthly Report provided to the Pass
		Through Trustee, the Trustees, Directors, the Policy Provider, the Initial
		Credit Facility Provider and each Rating Agency for each April shall be
		accompanied by (x) a statement setting forth an analysis of the
		Collections Account activity for the year ended on the Calculation Date
		occurring in the immediately preceding January, (y) a discussion and
		analysis of such activity and of any significant developments affecting the ACS
		Group in such year and (z) updated information with respect to the ACS
		Group Aircraft in the ACS Group Portfolio as of the end of such year (each, an
		“Annual Report”). Each Quarterly Report and Annual Report, as the
		case may be, shall contain a listing of the ACS Group Aircraft that are not
		subject to any ACS Group Lease. The Trustees shall deliver a copy of, or make
		available via a website, each Quarterly Report and Annual Report to any Holder
		or other Secured Party who requests a copy thereof.
	 

	 
		(b) After the end of each calendar year but
		not later than the latest date permitted by law, the Issuer shall cause the
		Administrative Agent to deliver to the Trustee, the Cash Manager, the Policy
		Provider, the Initial Credit Facility Provider and the Directors, and the
		Trustee shall (or shall instruct any Paying Agent to) furnish to each Person
		who at any time during such calendar year was a Holder of record of any
		subclass of Securities a statement prepared by the Administrative Agent
		containing the sum of the amounts determined pursuant to Exhibit E hereto with
		respect to the subclass of Securities for such calendar year or, in the event
		such Person was a Holder of record of any subclass during only a portion of
		such calendar year, for the applicable portion of such calendar year, and such
		other items as are readily available to the Administrative Agent and which a
		Holder shall reasonably request as necessary for the purpose of such
		Holder’s preparation of its U.S. federal income or other tax returns. In
		the event that any such information has been provided by any Paying Agent
		directly to such Person through other tax-related reports or otherwise, the
		Trustee in its capacity as Paying Agent shall not be obligated to comply with
		such request for information.
	 

	 
		(c) The Issuer shall cause a copy of each
		report described in Section 2.15(a) above to be concurrently delivered by the
		Administrative Agent to the Listing Agent, on behalf of the Alternative
		Securities Market of the Irish Stock Exchange, each Rating Agency and the Irish
		Remarketing Servicer. 
	 

	 
		(d) The Trustee shall forward the
		information furnished pursuant to Section 2.15 to each Holder of record of each
		Security of such subclass for the relevant period of ownership of such Security
		as appears on the records of the Registrar.
	 

	 
		(e) Prior to a Refinancing or Redemption,
		the Trustee shall cause notice thereof to be given by publication by the Irish
		Paying Agent in the Irish Times or, if such newspaper shall cease to be
		published or timely publication therein shall not be practicable, in such
		English language newspaper or newspapers as the Trustee shall approve having a
		general circulation in Europe or by way of announcement by the Irish Listing
		Agent at the Companies Announcement office at the Irish Stock Exchange and by
		either of (A) the information contained in such notice appearing on the
		relevant page of the Reuters Screen or such other medium for the electronic
		display of data as may be approved by the Trustee and notified to Holders or
		(B) publication in
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 the Financial Times (European Edition) and
		The Wall Street Journal (National Edition) or, if either newspaper shall cease
		to be published or timely publication therein shall not be practicable, in such
		English language newspaper or newspapers as the Trustee shall approve having a
		general circulation in Europe and the United States, with no further
		publication requirement.
	 

	 
		(f) The Trustee shall be at liberty to
		sanction some other method of giving notice to the Holders of any subclass if,
		in its opinion, such other method is reasonable, having regard to the number
		and identity of the Holders of such subclass and/or to market practice then
		prevailing, is in the best interests of the Holders of such subclass and will
		comply with the rules of the Alternative Securities Market of the Irish Stock
		Exchange as confirmed by the Listing Agent or such other stock exchange (if
		any) on which the Securities of such subclass are then listed, and any such
		notice shall be deemed to have been given on such date as the Trustee may
		approve; provided that notice of such method is given to the Holders of
		such subclass in such manner as the Trustee shall require with no further
		publication requirement.
	 

	 
		(f) Notwithstanding the above, any notice
		specifying the rate, amount or Payment Date in respect of the Securities of any
		subclass bearing interest at a floating rate or in respect of any repayment of
		principal on any Securities shall, for so long as such Securities are listed on
		the Alternative Securities Market of the Irish Stock Exchange and so long as
		the rules of the Alternative Securities Market of the Irish Stock Exchange so
		require, be given to the Listing Agent by the Irish Paying Agent;
		provided that any notice specifying redemption of principal of
		any Securities must be published by the Irish Paying Agent in the Irish Times
		or another daily newspaper of general circulation in Ireland or by way of
		announcement by the Irish Listing Agent at the Companies Announcement Office at
		the Irish Stock Exchange. Any such notice or announcement, as the case may be,
		shall be deemed to have been given on the first day on which any of such
		conditions shall have been met.
	 

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		ARTICLE III
	 

	 
		ACCOUNTS; PRIORITY OF PAYMENTS
	 

	 
		Section 3.01 Accounts.
		(a)  Establishment of
		Accounts. The Cash Manager, acting on
		behalf of the Security Trustee, shall direct the Operating Bank in writing to
		establish and maintain on its books and records in the name of the Security
		Trustee the following non-interest bearing accounts: (i) a collections
		account (the “Collections
		Account”), an aircraft purchase
		account (each, an “Aircraft
		Purchase Account”) with respect to
		each Initial ACS Group Aircraft not acquired on the Initial Closing Date, one
		or more rental accounts (each, a “Rental Account”), one or more lessee funded accounts as provided
		in the Cash Management Agreement (each, a “Lessee Funded Account”), an aircraft conversion account (the
		“Aircraft Conversion
		Account”), a security deposit
		account (the “Security Deposit
		Account”), an expense account (the
		“Expense Account”), one note account for each subclass of the
		initial ACS Group Securities (each, a “Securities Account”), an account for the Shareholders (the
		“Shareholders
		Account”), a senior cash
		collateral account (the “Senior
		Cash Collateral Account”), a
		liquidity reserve account (the “Credit Facility Reserve Account”) and a payment account for the Initial Credit
		Facility (the “Initial Liquidity
		Payment Account”) in each case on
		or before the Initial Closing Date and (ii) one or more Rental Accounts
		and any additional Lessee Funded Accounts, in each case provided for in the
		Cash Management Agreement, any additional Securities Accounts, a
		defeasance/redemption account (the “Defeasance/Redemption Account”), a refinancing account (the
		“Refinancing
		Account”), and any other Account
		(including any additional Cash Collateral Account) the establishment of which
		is set forth in a Board Resolution or Guarantor Board Resolution, as
		applicable, delivered to the Trustee and the Guarantor Trustee, the Security
		Trustee and the Cash Manager, in each case at such time as is set forth in this
		Section 3.01 or in such Board Resolution or such Guarantor Board
		Resolution. The Guarantor shall establish a rental account (the
		“Irish Rental
		Account”) and an Irish collections
		account (the “Irish VAT Refund
		Account”) in its name at an
		Eligible Institution. Each Account shall be established and maintained as an
		Eligible Account in accordance with the terms of the Security Trust Agreement
		(or, in the case of the Irish VAT Refund Account and the Irish Rental Account,
		a charge over bank account governed by Irish law with respect thereto (the
		“Irish Account
		Charge”)) so as to create, perfect
		and establish the priority of the security interest of the Security Trustee in
		such Account and all cash, Investments and other property therein under the
		Security Trust Agreement (or, in the case of the Irish Rental Account and the
		Irish VAT Refund Account, the Irish Account Charge) and otherwise to effectuate
		the Security Trust Agreement (or, in the case of the Irish Rental Account and
		Irish VAT Refund Account, the Irish Account Charge). Each new Account
		established pursuant to Section 2.03(a) of the Cash Management Agreement
		shall, when so established, be the Account of such name and purposes for all
		purposes of this Indenture. A Certificate Account for the benefit of the
		holders of the Certificates shall be established and maintained in accordance
		with the terms of the Pass Through Trust Agreement.
	 

	 
		(b) Withdrawals and Transfers Generally. Any provision of this Indenture relating to any
		deposit to, withdrawal from, or any transfer to or from, any Account by the
		Cash Manager shall mean any such deposit, withdrawal or transfer effected by
		the Operating Bank at the Written Notice of the Cash Manager (such direction to
		be provided to the Operating Bank by 1:00 p.m. (New York City time) on the
		date of such deposit, transfer or withdrawal) given in accordance with the
		terms of this Indenture, the Cash Management Agreement and, where applicable,
		the Security Trust Agreement. Each such Written Notice to the Operating Bank
		shall 
	 

	 
		 
	 



	 
	 

	 

	 
		be also communicated in computer file format
		or in such other form as the Cash Manager, the Operating Bank, the Trustees and
		the Security Trustee agree, provided that,
		in the case of communication in computer file format or any other form other
		than a written tangible form, a written tangible form thereof shall promptly
		thereafter be sent to the Operating Bank. No deposit to, withdrawal from or
		transfer from or to any Account shall be made except in accordance with the
		terms of this Indenture, the Security Trust Agreement and the Cash Management
		Agreement or by any Person other than the Cash Manager (or, upon the written
		direction of the Cash Manager, the Operating Bank) or, in the case of (i) the
		Securities Accounts, the Trustee or Guarantor Trustee (in which respect such
		Trustee or Guarantor Trustee agrees it is acting as the agent of the Security
		Trustee) or (ii) the Certificate Account, the Pass Through Trustee (in which
		respect the Pass Through Trustee agrees it is acting as the agent of the
		Security Trustee). Each of the parties to this Indenture acknowledges that the
		terms of this Indenture contemplate that the Cash Manager will receive certain
		information from other parties to this Indenture and the Related Documents in
		order for the Cash Manager to be able to perform all or any part of its
		obligations hereunder, that the Cash Manager will be able to perform its
		obligations hereunder only to the extent such information is provided to the
		Cash Manager by the relevant parties and that the Cash Manager may conclusively
		rely, absent manifest error, on such information as it receives without
		undertaking any independent verification of that information. The Cash Manager
		agrees that if it does not receive any such information expected to be received
		by it, it will promptly notify the Administrative Agent that it has not
		received such information and which party who was to provide such information
		of such failure.
	 

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

	 
		(d) Lessee Funded Account. Any Segregated Funds received from time to time from
		any Lessee or pursuant to any ACS Group Acquisition Agreement shall be
		transferred by the Operating Bank at the written direction of the Cash Manager
		(which direction shall be given pursuant to a Written Notice from the
		Administrative Agent) from the Collections Account into the related Lessee
		Funded Account. The Cash Manager shall not make any withdrawal from, or
		transfer from or to, any Lessee Funded Account in respect of (i) any portion of
		the Segregated Funds therein consisting of a security deposit except, upon the
		termination of the related ACS Group Lease, as provided in such ACS Group Lease
		or (ii) any Segregated Funds that is contrary to the requirements of the
		respective ACS Group Leases as to Segregated Funds and the requirements of the
		Security Trust Agreement (including the agreement of the Security Trustee that
		it designate on its account records that it holds its interest in each Lessee
		Funded Account for the benefit of the respective Lessee in respect of whom such
		Segregated Funds are held). Without limiting the foregoing, no cash, Investment
		and other property in a Lessee Funded Account may be used to make payments,
		other than as permitted under Section 3.07 hereof, in respect of the ACS
		Group Securities at any time, including after the delivery of a Default Notice.
		Any Segregated Funds relating to an expired ACS Group Lease that remain in a
		Lessee Funded Account after expiration or termination of such ACS Group Lease
		and that are not due and owing to the relevant Lessee under such expired or
		terminated ACS Group Lease shall, if so required under the terms of a
		subsequent ACS Group Lease, if any, relating to such ACS Group Aircraft, be
		credited in a Lessee Funded Account or the Security Deposit Account for the
		benefit 
	 

	 
		 
	 



	 
	 

	 

	 
		of the next Lessee of the relevant ACS Group
		Aircraft to the extent required under the terms of such subsequent ACS Group
		Lease and, to the extent not so required, transferred to the Collections
		Account. When and as provided in the Cash Management Agreement the Cash Manager
		shall cause to be established such additional Lessee Funded Accounts as
		requested by the Administrative Agent and as are provided for in accordance
		with Section 3.01(a) hereof.
	 

	 
		(e) Security Deposit Account. Any cash security deposits received from time to time
		from any Lessee or pursuant to any ACS Group Acquisition Agreement (other than
		any cash security deposit required to be Segregated Funds, which shall be
		deposited in the related Lessee Funded Account) shall be transferred by the
		Operating Bank at the written direction of the Cash Manager (which direction
		shall be given pursuant to a Written Notice from the Administrative Agent) from
		the Collections Account into the Security Deposit Account. No cash, Investment
		and other property in the Security Deposit Account may be used to make
		payments, other than as permitted under Section 3.07 hereof, in respect of
		the ACS Group Securities at any time. Any security deposits relating to an
		expired ACS Group Lease that remain in the Security Deposit Account after
		expiration or termination of such ACS Group Lease and that are not due and
		owing to the relevant Lessee under such expired or terminated ACS Group Lease
		shall, if so required under the terms of a subsequent ACS Group Lease, if any,
		relating to such ACS Group Aircraft, be credited in the Security Deposit
		Account or a Lessee Funded Account for the benefit of the next Lessee of the
		relevant ACS Group Aircraft and, to the extent not so required, transferred to
		the Collections Account. 
	 

	 
		(f) Expense Account.
		On each Payment Date, such amounts as are provided in Section 3.08 hereof
		in respect of the Required Expense Amount and Permitted Accruals shall be
		deposited into the Expense Account from the Collections Account. Expenses shall
		be paid from the Expenses Account as provided in Section 3.04
		hereof.
	 

	 
		(g) Rental Accounts.
		All Rental Payments and other amounts received pursuant to any Related
		Collateral Document shall be deposited into such Rental Account (including any
		Non-Trustee Account) as the Cash Manager may determine or as provided for in
		the Cash Management Agreement or, with respect to any ACS Group Aircraft held
		by the ACS Ireland Group, all Rental Payments and other amounts received
		pursuant to any Related Collateral Document related to such ACS Group Aircraft
		shall be deposited into the Irish Rental Account. Except with respect to
		amounts, if any, that for local tax or other regulatory or legal reasons must
		be retained on deposit or as to the transfer of which the Cash Manager
		determines (based on information provided to the Cash Manager in a Written
		Notice from the Administrative Agent) there is any substantial uncertainty, all
		amounts so deposited shall, within one Business Day of their receipt (or, with
		respect to any Non-Trustee Account or the Irish Rental Account, within three
		Business Days of their receipt), be transferred by the Cash Manager to the
		Collections Account. If the Cash Manager determines (based on information
		provided to the Cash Manager in a Written Notice from the Administrative Agent)
		that, for any tax or other regulatory or legal reason, any such Collections may
		not be deposited into an account in the name of the Security Trustee, then,
		notwithstanding the requirements of Section 3.01(a) hereof, the relevant
		ACS Group Member may establish one or more Rental Accounts (each, a
		“Non-Trustee
		Account”), for such Collections in
		its own name or in the name of a nominee or trustee acting on its behalf (but
		subject to the direction and control of the Cash Manager on behalf of the
		Security Trustee) at any 
	 

	 
		 
	 



	 
	 

	 

	 
		Eligible Institution provided that the ACS
		Group Member that is the lessor under the relevant Lease is or becomes a party
		to a Security Document with respect to such Account.
	 

	 
		(h) Refinancing Account. Upon notice to it of an ACS Group Refinancing, the
		Cash Manager shall cause the Operating Bank to establish and maintain a
		Refinancing Account pursuant to Section 3.01(a) hereof in the name of the
		Security Trustee for the benefit of the Holders of the subclass of ACS Group
		Securities, if any, to be refinanced. All net cash proceeds of such ACS Group
		Refinancing shall be deposited in the Refinancing Account and shall be held in
		such Account until such proceeds are applied to pay the Redemption Price or
		Guarantor Redemption Price, as applicable, of and all accrued and unpaid
		interest on such ACS Group Securities until such ACS Group Securities are
		cancelled by the Trustees and Refinancing Expenses (and any Policy Premium due
		and payable to the Policy Provider) with respect thereto (except to the extent
		the Directors and the Guarantor Directors have determined, as evidenced by a
		Board Resolution and a Guarantor Board Resolution, respectively, to pay the
		same from funds available therefor as Permitted Accruals in the Expense
		Account) and as otherwise provided in Section 5.02(f)(ii)(D) hereof.
	 

	 
		(i) Defeasance/Redemption Account. Upon notice to it that any subclass of ACS Group
		Securities is to be redeemed pursuant to Section 3.10 hereof or the
		Guarantor Indenture (other than in an ACS Group Refinancing) or defeased under
		Article XII hereof or the Guarantor Indenture, the Cash Manager shall
		cause the Operating Bank to establish and maintain a Defeasance/Redemption
		Account pursuant to Section 3.01(a) hereof or of the Guarantor Indenture
		in the name of the Security Trustee for the benefit of the Holders of such
		subclass. All amounts received for the purpose of any such redemption or
		defeasance shall be deposited in the Defeasance/Redemption Account.
	 

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

	 
		(k) Aircraft Conversion Account. As and to the extent provided in Section 3.04(g) and
		Section 5.02(i) hereof (or in the terms of any indenture supplement hereto or
		indenture supplement to the Guarantor Indenture or a Board Resolution or
		Guarantor Board Resolution with respect to the related ACS Group Additional
		Securities), an amount equal to any expected ACS Group Conversion Payment (or
		in the case of a Conversion Election, a portion thereof) will be transferred
		from the Collections Account (i) in the event of a Conversion 
	 

	 
		 
	 



	 
	 

	 

	 
		Election for any Payment Date, in an amount
		equal to the sum of (A) the Available Minimum Principal Amount (or a portion
		thereof) to fund the Allocable Principal Conversion Amount and (B) the
		Available Holder Amount (or a portion thereof) to fund the Allocable Equity
		Conversion Amount for such Payment Date, or (ii) out of the proceeds of the ACS
		Group Additional Securities, in each case to the Aircraft Conversion Account.
		The amount so deposited will be held in the Aircraft Conversion Account and
		invested in Permitted Account Investments until applied as provided in Section
		3.04 or 3.08 hereof and upon payment of all ACS Group Conversion Payments
		required for such Aircraft Conversion, any remaining amounts in the Aircraft
		Conversion Account shall be promptly transferred to the Collections Account.
		The Administrative Agent shall notify the Security Trustee and the Cash Manager
		of the satisfaction or waiver (specifying which) of all conditions for the
		payment of any ACS Group Conversion Payment, and no amounts may be withdrawn or
		transferred from the Aircraft Conversion Account until receipt of such notice
		as to such ACS Group Conversion Payment.
	 

	 
		(l) Securities Account. Upon the issuance of ACS Group Securities of any
		subclass for which a Securities Account was not previously established, the
		Cash Manager shall cause the Operating Bank to establish and maintain a
		Securities Account for such subclass in accordance with Section 3.01(a)
		hereof in the name of the Security Trustee for the benefit of the Holders of
		the ACS Group Securities of such subclass. Upon the transfer of any amounts to
		the Securities Account for any subclass of ACS Group Securities in accordance
		with Section 3.08 hereof, the Trustee or the Guarantor Trustee, as
		applicable, on the same day shall pay all such amounts to the Holders of such
		subclass of Securities as of the related Record Date in accordance with the
		terms of this Indenture or the Guarantor Indenture, as applicable;
		provided that with respect to the Securities Account for any
		subclass of ACS Group Class A Securities, so long as the Pass Through
		Trustee is the Holder of any subclass of ACS Group Class A Securities, all
		amounts in the Securities Account for such subclass of ACS Group Class A
		Securities shall be promptly transferred to the Certificate Account.
	 

	 
		(m) Shareholders Account. Upon the transfer of any amounts to the Shareholders
		Account for the Shareholders in accordance with Section 3.08 hereof, the
		Guarantor Trustee on the same day shall pay all such amounts to the
		Shareholders.
	 

	 
		(n) Irish VAT Refund Account. All payments of refunds with respect to Irish
		value-added Tax and any similar amounts related to Irish Tax payments payable
		to the Issuers or any ACS Group Subsidiary shall be, when received, deposited
		in the Irish VAT Refund Account. Funds held in the Irish VAT Refund Account
		shall be converted into U.S. dollars with a recognized foreign exchange dealer
		or foreign commercial bank (which may be the bank where the Irish VAT Refund
		Account is located or the Cash Manager or an affiliate). The conversion of
		currency into U.S. dollars shall be pursuant to the conversion procedures set
		forth in Section 13.07. Upon conversion and receipt of U.S. dollars, the
		Cash Manager shall cause such amounts to be deposited from the Irish VAT Refund
		Account to the Collections Account as soon as administratively practicable. The
		cost and expense of any such conversion shall be added to and reflected in the
		rate obtained for conversion and in no event shall the Cash Manager or any of
		its affiliates be liable in respect of the exchange rate obtained for any such
		conversion or any related cost or expense.
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		(o) Credit Facility Reserve Account. Following the funding of the Credit Facility Reserve
		Account with a Downgrade Drawing, a Final Drawing or a Non-Extension Drawing,
		if the Cash Manager determines on any Calculation Date, after all withdrawals
		and transfers are made with respect to the Payment Date related to such
		Calculation Date, there will be insufficient funds in the Collections Account
		(x) to transfer to the Expense Account an amount such that the amount on
		deposit therein is equal to the Required Expense Amount for such Payment Date,
		(y) to pay Senior Hedge Payments to each applicable Hedge Provider and
		(z) to pay the Interest Amount for the ACS Group Subclass A-1 Securities,
		in each case as provided in Section 3.08 hereof, the Operating Bank shall
		withdraw from the Credit Facility Reserve Account on such Payment Date the
		lesser of the amount equal to the shortfall in making the payments set forth in
		clauses (x), (y) and (z) above and the amount on deposit therein. The
		amount so withdrawn shall be applied in the following manner:
		first, to the Expense Account an amount such that the amount
		on deposit therein is at least equal to the Required Expense Amount for such
		Payment Date and second, in
		no order of priority inter
		se, but pro rata,
		(A) to the Securities Accounts for the ACS Group Subclass A-1 Securities,
		the Interest Amount on each such subclass of ACS Group Class A Securities
		in no order of priority inter
		se, but pro rata
		according to the amount of accrued and unpaid interest on the ACS Group
		Subclass A-1 Securities and (B) pro
		rata, to any Hedge Provider, an amount
		equal to any Senior Hedge Payment due from any ACS Group Member pursuant to any
		Hedge Agreement.
	 

	 
		(p) Senior Cash Collateral Account. (A) If the Cash Manager determines on any Calculation
		Date that, on any Payment Date after making all payments and transfers to be
		made with respect to such Payment Date (for the avoidance of doubt, prior to
		any drawings under the Initial Credit Facility or the Policy and/or
		withdrawals, if any, from the Credit Facility Reserve Account), there are
		insufficient funds in the Collections Account (x) to transfer to the
		Expense Account an amount such that the amount on deposit therein is equal to
		the Required Expense Amount, (y) to pay Senior Hedge Payments to each
		applicable Hedge Provider and (z) to pay the Interest Amount for each
		subclass of ACS Group Class A Securities, in each case as provided in
		Section 3.08, the Cash Manager shall so notify the Trustee and the
		Guarantor Trustee and direct the Operating Bank in writing on such Payment Date
		to withdraw from the Senior Cash Collateral Account the lesser of an amount
		equal to the shortfall in making the payments set forth in clauses (x),
		(y) and (z) above and the amount on deposit therein. The amount so withdrawn
		shall be applied, first, to
		the Expense Account an amount such that the amount on deposit therein is at
		least equal to the Required Expense Amount and second, in
		no order of priority inter
		se, but pro rata,
		(A) to the Securities Accounts for each subclass of ACS Group Class A
		Securities, the Interest Amount on such subclass of ACS Group Class A
		Securities in no order of priority inter
		se, but pro rata
		according to the amount of accrued and unpaid interest on such subclass of ACS
		Group Class A Securities; and (B) pro rata, to any
		Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS
		Group Member pursuant to any Hedge Agreement. If the Cash Manager determines
		that, on any Payment Date, the amount on deposit in the Senior 
	 

	 
		 
	 




	 
	 

	 

	 
		Cash Collateral Account, after making any
		withdrawals therefrom to be made on such Payment Date, exceeds the aggregate
		Outstanding Principal Balance of the ACS Group Class A Securities, the
		Cash Manager shall so notify the Trustee and Guarantor Trustee in writing and,
		upon receipt of written consent of the Issuer and the Guarantor, direct the
		Operating Bank in writing to withdraw the collected credit balance of the
		Senior Cash Collateral Account and apply such balance, first, to the Securities Accounts for each subclass of ACS
		Group Class A Securities, in the order of priority by subclass set forth
		in Section 3.09 hereof, an amount equal to the Outstanding Principal
		Balance of each such subclass and second, to
		the Collections Account, for application on the next succeeding Payment Date in
		accordance with Section 3.08 hereof (any such application, a
		“Senior Cash Collateral
		Event”). Unless applied in
		connection with a Senior Cash Collateral Event, no amount in the Senior Cash
		Collateral Account shall be available for any shortfall in the payment of
		principal of the ACS Group Class A Securities. Amounts deposited in the
		Senior Cash Collateral Account are not subject to the payment priorities set
		forth in Section 3.08 hereof. 
	 

	 
		(q) Certificate Account. The proceeds of any Policy Drawing shall be, when
		received, deposited in the Certificate Account. Any amounts so paid shall be
		distributed by the Pass Through Trustee to the holders of the Certificates in
		accordance with the terms of the Pass Through Trust Agreement.
	 

	 
		(r) Additional Cash Collateral Accounts. Upon receipt by the Cash Manager and the Trustee and
		Guarantor Trustee of a Board Resolution and Guarantor Board Resolution
		providing for the establishment of any additional Cash Collateral Account as an
		Eligible Credit Facility for one or more subclasses of Securities or in respect
		of any other Obligation, the Cash Manager shall, by Written Notice, cause the
		Operating Bank to establish (within three Business Days of the giving of such
		Written Notice) and maintain such Cash Collateral Account pursuant to Section
		3.01(a) hereof in the name of the Security Trustee for the benefit of the
		Holders of the ACS Group Securities of each such subclass and/or the Secured
		Parties holding such other Obligation (and, with respect to any additional Cash
		Collateral Account to be an Eligible Credit Facility (other than any Cash
		Collateral Account in respect of which (a) amounts will be deposited therein
		and (b) there is no obligation to reimburse any Person in respect of such
		amounts), upon receipt of the prior written consent of the Initial Credit
		Facility Provider and the Policy Provider to such additional Cash Collateral
		Account). All amounts provided in connection with any such Board Resolution and
		Guarantor Board Resolution for deposit in such Account and all amounts to be
		deposited in such Account under Section 3.08 hereof as an Eligible Credit
		Facility shall be held in such Cash Collateral Account for application, and all
		replenishment shall be made, in accordance with the terms of the Board
		Resolution and Guarantor Board Resolution relating to such Eligible Credit
		Facility, which Board Resolution and Guarantor Board Resolution shall include
		the basis of any replenishment of the Cash Collateral Account.
	 

	 
		(s) Guarantor Indenture. For the avoidance of doubt, (a) references to this
		Section 3.01 shall include reference to the equivalent Section 3.01 in the
		Guarantor Indenture and (b) the Accounts under this Indenture shall be the same
		accounts, with such names and for such purposes, as the “Accounts”
		under the Guarantor Indenture.
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

	 
		(b) It is understood and agreed that the
		Cash Manager or its affiliates are permitted to receive additional compensation
		that could be deemed to be in the Cash Manager’s economic self-interest
		for (1) serving as investment adviser, administrator, shareholder servicing
		agent, custodian or sub-custodian with respect to certain of the Permitted
		Account Investments, (2) using affiliates to effect transactions in certain
		Permitted Account Investments and (3) effecting transactions in Permitted
		Account Investments.
	 

	 
		 
	 




	 
	 

	 

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

	 
		Section 3.03 Closing Date Deposits, Withdrawals and
		Transfers. The Cash Manager shall, on
		each Closing Date, at the written direction of the Issuer, upon the Operating
		Bank’s receipt thereof, make, or direct the Operating Bank in writing to
		make, the following deposits and transfers to the Accounts:
	 

	 
		(a) on the Initial Closing Date, 
	 

	 
		(i) (A) deposit in the Collections Account
		the proceeds of the issuance of the ACS Group Initial Securities, (B) deposit
		in the relevant Lessee Funded Accounts the amount of the initial Segregated
		Funds, if any, received or deemed to have been received pursuant to the terms
		of the relevant ACS Group Acquisition Agreements and (C) deposit in the
		Security Deposit Account the amount of the initial security deposits that are
		not Segregated Funds received or deemed to have been received pursuant to the
		terms of the relevant ACS Group Acquisition Agreements,
	 

	 
		(ii) after making the deposits required by
		clause (i) above and in the following order (A) transfer from the
		Collections Account to the Expense Account, an amount equal to the Required
		Expense Amount for the initial Accrual Period, (B) pay from the Collections
		Account to each relevant Seller an amount equal to the respective Aircraft
		Allocation Amount for each ACS Group Aircraft, if any, being acquired from such
		Seller on the Initial Closing Date pursuant to the Purchase Agreement or the
		Guarantor Purchase Agreement, as applicable, minus the amount of any security
		deposits that are not Segregated Funds held by an ACS Group Member, minus the
		amount equal to any basic rent received by an ACS Group Member attributable to
		the period after the Initial Closing Date, (C) transfer from the Collections
		Account to the Senior Cash Collateral Account an amount equal to the Required
		Amount for such Account and (D) retain in the Collections Account the balance,
		if any, remaining after making the foregoing transfers,
	 

	 
		(iii) transfer to each applicable Aircraft
		Purchase Account from the Collections Account any Aircraft Allocation Amount as
		to each ACS Group Initial Aircraft not acquired on the Initial Closing Date,
		and
	 

	 
		(iv) withdraw from the Expense Account such
		amount as is needed to discharge any Expenses due and payable on the Initial
		Closing Date and pay such amount to the appropriate payees thereof as specified
		in a Written Notice of the Cash Manager; 
	 

	 
		 
	 



	 
	 

	 

	 
		(b) in the case of a Closing Date for any
		ACS Group Additional Securities issued to acquire any ACS Group Additional
		Aircraft pay from the Collections Account to each respective Seller the
		Aircraft Allocation Amount for each such ACS Group Additional Aircraft;
	 

	 
		(c) in the case of a Closing Date for any
		ACS Group Additional Securities issued to finance any ACS Group Aircraft
		Conversion, transfer from the Collections Account to the Aircraft Conversion
		Account such amount as the relevant Conversion Agreement requires to be paid on
		or before that Closing Date; and
	 

	 
		(d) in the case of a Closing Date with
		respect to any Refinancing Securities, deposit the proceeds of such Refinancing
		Securities for application in accordance with the terms hereof.
	 

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

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

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

	 
		(c) transfer from the Collections Account
		from time to time (but in no event upon less than one Business Day’s prior
		Written Notice to the Trustee and the Guarantor Trustee (unless such one
		Business Day’s notice requirement is waived by the Trustee and the
		Guarantor Trustee)), other amounts from the Collections Account to the Expense
		Account, in each case only to the extent that such funds are to be applied to
		Primary Expenses that become due and payable during such Accrual Period and for
		the payment of which there are insufficient funds in the Expense Account;
		provided that no such transfer from the Collections Account in
		respect of Primary Expenses shall be made prior to the next succeeding Payment
		Date if, in the reasonable judgment of the Cash Manager, such transfer would
		have a material adverse effect on the ability of the Issuers to make payments
		of accrued and unpaid interest on the Senior Class then Outstanding on the next
		Payment Date therefore in accordance with Section 3.08 hereof;
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		(f) transfer any security deposits that are
		not Segregated Funds from the Collections Account to the Security Deposit
		Account;
	 

	 
		(g) subject to Section 5.02(i) hereof,
		withdraw from the Aircraft Conversion Account an amount equal to all or a
		portion of the ACS Group Conversion Payment for any ACS Group Aircraft
		Conversion, to the extent the relevant ACS Group Conversion Agreement requires
		payment on that or the next Business Day; and
	 

	 
		(h) transfer to the Collections Account, or
		any other applicable Account, any Contribution Amounts.
	 

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

	 
		(i) deposit into the relevant Lessee Funded
		Account, the amount of any Segregated Funds received in respect of such ACS
		Group Aircraft under the applicable ACS Group Acquisition Agreement; 
	 

	 
		(ii) pay out of the Aircraft Purchase
		Account for such ACS Group Aircraft to the applicable Seller the Aircraft
		Allocation Amount for such ACS Group Aircraft plus Investment Earnings, if any,
		remaining in such Aircraft Purchase Account minus the amount of any security
		deposits that are not Segregated Funds held by an ACS Group Subsidiary as
		lessor under the Lease with respect to such ACS Group Aircraft; and
	 

	 
		(iii) transfer from the Aircraft Purchase
		Account for such ACS Group Aircraft to the Security Deposit Account the amount
		of any security deposits that are not Segregated Funds held by an ACS Group
		Subsidiary as lessor under the ACS Group Lease with respect to such ACS Group
		Aircraft.
	 

	 
		 
	 



	 
	 

	 

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

	 
		(c) Delivery Expiry Date. Upon Written Notice of the Administrative Agent to the
		Cash Manager, the Trustee, the Guarantor Trustee, the Security Trustee and the
		Operating Bank that the Issuer or Guarantor, as applicable, is no longer
		required, pursuant to the terms of the applicable ACS Group Acquisition
		Agreement, to purchase any ACS Group Initial Aircraft or ACS Group Additional
		Aircraft (whether by reason of the passing of the Delivery Expiry Date, the
		exercise by the Issuer of any termination right under that ACS Group
		Acquisition Agreement or otherwise (any such event, a “Non-Delivery Event”)), the Cash Manager shall direct the Operating
		Bank to (i) transfer from the Aircraft Purchase Account for each ACS Group
		Aircraft so affected to the Collections Account (for application in accordance
		with Section 3.08 hereof) the Aircraft Allocation Amount for such ACS
		Group Aircraft, and (ii) transfer to the applicable Seller, an amount
		equal to the Investment Earnings remaining in such Aircraft Purchase
		Account.
	 

	 
		(d) Rent Payment Reimbursement Amount. On each Payment Date prior to an Acquisition Date with
		respect to a Remaining Aircraft, the Cash Manager shall pay or shall direct the
		Operating Bank to pay to the relevant Seller an amount equal to the Rent
		Payment Reimbursement Amount for such Remaining Aircraft for the Rent Transfer
		Period ending immediately preceding such Payment Date, such payment to be made
		from the Investment Earnings in the Aircraft Purchase Account for such
		Remaining Aircraft accrued during such Rent Transfer Period.
	 

	 
		(e) Aircraft Sales.
		The Cash Manager shall cause the Operating Bank to deposit any and all proceeds
		received in respect of any Aircraft Sale by any ACS Group Member (including any
		loss proceeds and any other amounts under the relevant ACS Group Purchase
		Agreement), in each case in the Collections Account (other than in connection
		with any sale of all or substantially all of the assets of the ACS Bermuda
		Group or ACS Ireland Group, as applicable, in which case the Cash Manager shall
		deposit any and all proceeds of any thereof into the Defeasance/Redemption
		Account in connection with the redemption of each subclass of the Securities or
		Guarantor Securities, as applicable), in each case as specified in a Written
		Notice of the Cash Manager to the Trustee, the Security Trustee and the
		Operating Bank (which Written Notice of the Cash Manager shall, as a condition
		to any such deposit, be accompanied by a Written Notice of the Administrative
		Agent setting forth the amount of such deposit). Any funds then on deposit in a
		Lessee Funded Account or the Security Deposit Account related to the ACS Group
		Aircraft subject to such sale or other disposition shall be applied on a basis
		consistent with the terms of the Lease related to such ACS Group Aircraft, if
		any, or as otherwise provided by the relevant agreements related to such sale
		or other disposition.
	 

	 
		Section 3.06 Calculation Date Calculations. (a)  Calculation of Required Amounts. The Cash Manager shall determine, as soon as
		practicable after each Calculation Date, but in no event later than two
		Business Days preceding the immediately succeeding Payment Date, based on
		information known to the Cash Manager or Relevant Information (and, without
		limitation, in 
	 

	 
		 
	 



	 
	 

	 

	 
		the case of clauses (ii) through (viii)
		below, a Written Notice from the Administrative Agent received by the Cash
		Manager no later than 10:00 a.m. (New York City time) on the day after such
		Calculation Date setting forth the amounts required for the calculations in
		such clauses) provided to the Cash Manager, the Collections received during the
		period commencing on the close of business on the preceding Calculation Date
		and ending on the close of business on such Calculation Date and calculate the
		following amounts:
	 

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

	 
		(ii) the Required Expense Amount and any
		amount to be deposited in respect of Permitted Accruals as of such Calculation
		Date as set forth in the Monthly Report prepared by the Administrative Agent
		and provided to the Operating Bank;
	 

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

	 
		(iv) the net Segregated Funds on deposit in
		any Lessee Funded Account and any amounts on deposit in the Security Deposit
		Account available to be transferred into the Collections Account on such
		Calculation Date; 
	 

	 
		(v) any amounts to be withdrawn from any
		Cash Collateral Account for the payment of the Interest Amount on the
		Outstanding Principal Balance of any class of ACS Group Securities, any
		Expenses or Senior Hedge Payments;
	 

	 
		(vi) any amounts to be transferred in
		respect of Eligible Credit Facilities under clause (iv) of
		Section 3.08(a) hereof, clause (iii) of Section 3.08(b) hereof
		or clause (ii) of Section 3.08(c) hereof; 
	 

	 
		(vii) any amount to be transferred from any
		Aircraft Purchase Account to the Collections Account as provided in Section
		3.05(c) hereof; and
	 

	 
		(viii) the Contribution Amounts, if any,
		made prior to such Calculcation Date.
	 

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

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

	 
		 
	 



	 
	 

	 
	 
		(ii) the Interest Amount in respect of each
		class or subclass of ACS Group Floating Rate Securities (other than Class E
		Securities) on such Payment Date;
	 

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

	 
		(iv) the DSCR Aggregate Interest Amount for
		such Payment Date;
	 

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

	 
		(vi) any fees and Investment Earnings due
		and owing to the Initial Credit Facility Provider on such Payment Date;
		and
	 

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

	 
		(c) Calculation of Principal Payment and Other
		Amounts. The Cash Manager shall, not
		later than five Business Days prior to each Payment Date, calculate or
		determine the following with respect to principal payments due on such Payment
		Date and certain other amounts in respect of such Payment Date:
	 

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

	 
		(ii) the Assumed Base Value and Assumed
		Monthly Depreciation for each ACS Group Aircraft and the Assumed Portfolio
		Value on such Payment Date;
	 

	 
		(iii) the DSCR Available Cash on such
		Payment Date (with the amount of Re-leasing Expenses with respect to such DSCR
		Available Cash to be certified to the Cash Manager by the Administrative Agent
		on or prior to five Business Days prior to each Payment Date);
	 

	 
		(iv) the Minimum Principal Payment Amount on
		such Payment Date with respect to each subclass of ACS Group Class A
		Securities;
	 

	 
		(v) the Aggregate Minimum Principal Payment
		Amount on such Payment Date with respect to each subclass of ACS Group Class A
		Securities;
	 

	 
		(vi) the DSCR Aggregate Minimum Principal
		Amount with respect to such Payment Date;
	 

	 
		(vii) the DSCR on such Payment Date;
	 

	 
		(viii) the Applicable Allocation Percentage;
		and
	 

	 
		(ix) the Allocable Principal Conversion
		Amount and the Allocable Equity Conversion Amount.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(d) Calculation
		of Refinancing Amounts. The Cash
		Manager shall, not later than five Business Days prior to each Payment Date on
		which an ACS Group Refinancing or Redemption or Guarantor Redemption, as
		applicable, of any class or subclass of ACS Group Securities is scheduled to
		occur, perform the calculations necessary to determine the Redemption Price or
		Guarantor Redemption Price, as applicable, of and the accrued and unpaid
		interest on such Securities.
	 

	 
		(e) Application of the Available Collections. The Cash Manager shall, not later than 1:00 p.m.
		(New York City time) on the Business Day prior to each Payment Date, determine
		the amounts to be applied on such Payment Date to make each of the payments
		contemplated by Section 3.08(a), 3.08(b) or 3.08(c) (as applicable) hereof
		setting forth separately, the amount to be applied on such Payment Date
		pursuant to each clause of Section 3.08(a), 3.08(b) or 3.08(c) (as
		applicable) hereof including, where applicable, the allocation of principal of
		the ACS Group Securities in accordance with Section 3.09 hereof. 
	 

	 
		(f) Calculations in respect of Initial Credit Facility
		Drawings. As soon as practicable after
		each Calculation Date, but in no event later than 12:00 p.m. (New York
		City time) on the date which is the fourth Business Day prior to the related
		Payment Date, the Cash Manager shall determine (after giving effect to the
		application of Available Collections in accordance with the applicable payment
		priorities set forth in Section 3.08 hereof), whether a shortfall exists
		as of such Calculation Date in Available Collections (x) to pay on the
		next succeeding Payment Date the Required Expense Amount due on such Payment
		Date (any such shortfall in respect of the Required Expense Amount, a
		“Required Expenses
		Shortfall”), (y) to pay in
		full the Senior Hedge Payments to each applicable Hedge Provider due on such
		Payment Date (any such shortfall of Senior Hedge Payments, the
		“Senior Hedge Payments
		Shortfall”), and (z) to pay the
		Interest Amount due on each subclass of the ACS Group Class A Securities
		on such Payment Date (any such shortfall in respect of the Interest Amount due
		with respect to the ACS Group Subclass A-1 Securities, a “Credit Facility Interest Class A
		Shortfall”).
	 

	 
		(g) Notification of Calculations in respect of Available
		Minimum Principal Amounts. So long as a
		Default Notice has not been issued, an Acceleration Default has not occurred or
		a DSCR Failure has not occurred or will not occur on the next succeeding
		Payment Date, as soon as practicable after each Calculation Date, but in no
		event later than 12:00 p.m. (New York City time) on the date which is the
		third Business Day prior to the related Payment Date, the Cash Manager shall
		provide notice to the Issuer and the Guarantor of its calculations of (i) the
		amount (the “Available Minimum
		Principal Amount”) available
		(after giving effect to all Prior Ranking Amounts) to pay the Minimum Principal
		Payment Amount for the ACS Group Class A Securities (for application in
		accordance with Section 3.08(a)) for such Payment Date and (ii) the Allocable
		Principal Conversion Amount with respect to any proposed ACS Group Aircraft
		Conversion and whether the Available Minimum Principal Amount (after giving
		effect to any prior transfer to the Aircraft Conversion Account of any
		Available Minimum Principal Amounts in respect of a particular Aircraft
		Conversion) is sufficient to fund such Allocable Principal Conversion Amount in
		full. As soon as practicable after receipt of such calculations, but in no
		event later than 12:00 p.m. (New York City time) on the date which is the
		second Business Day prior to the related Payment Date, each of the Issuer and
		the Guarantor (or the Administrative Agent on their behalf) shall advise the
		Cash Manager as to whether the Available Minimum Principal Amount should be
		applied in accordance with Section 3.08(a) towards the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Minimum Principal Payment Amount payable for
		such Payment Date or should be transferred to the Aircraft Conversion Account
		(such election to transfer the Available Minimum Principal Amount (or such
		lesser amount as may be necessary to fund the Allocable Principal Conversion
		Amount for such ACS Group Aircraft Conversion) to the Aircraft Conversion
		Account, a “Principal Conversion
		Election”). For the avoidance of
		doubt, the sum of the Available Minimum Principal Amount transferred to the
		Aircraft Conversion Account in respect of any proposed ACS Group Aircraft
		Conversion may not exceed the Allocable Principal Conversion Amount for such
		ACS Group Aircraft Conversion. In the absence of a Principal Conversion
		Election, the Available Minimum Principal Amount shall be applied in accordance
		with the payment priorities set forth in Section 3.08(a) hereof. A
		Principal Conversion Election with respect to any ACS Group Aircraft Conversion
		in relation to any Payment Date will be only permitted (i) if a Holder
		Conversion Election with respect to such ACS Group Aircraft conversion in
		relation to such Payment Date is also made and (ii) in the same proportion as
		(x) the amount of Available Holder Amount to be transferred to the Aircraft
		Conversion Account to fund the Allocable Equity Conversion Amount in respect of
		such Holder Conversion Election on such Payment Date bears to (y) such
		Allocable Equity Conversion Amount.
	 

	 
		(h) Notification of Calculations in respect of Available
		Holder Amounts. So long as a Default
		Notice has not been issued, an Acceleration Default has not occurred or a DSCR
		Failure has not occurred or will not occur on the next succeeding Payment Date,
		as soon as practicable after each Calculation Date, but in no event later than
		12:00 p.m. (New York City time) on the date which is the third Business
		Day prior to the related Payment Date, the Cash Manager shall provide notice to
		the Issuer and the Guarantor of its calculations of (i) the amount (the
		“Available Holder
		Amount”) available (after giving
		effect to all Prior Ranking Amounts) to pay the Holder of the Class E
		Securities and the Shareholders in accordance with Section 3.08(a) for such
		Payment Date and (ii) the Allocable Equity Conversion Amount with respect to
		any proposed ACS Group Aircraft Conversion and whether such Available Holder
		Amount (after giving effect to any prior transfers to the Aircraft Conversion
		Account of Available Holder Amounts in respect of a particular ACS Group
		Aircraft Conversion) is sufficient to fund such Allocable Equity Conversion
		Amount in full. As soon as practicable after receipt of such calculations, but
		in no event later than 12:00 p.m. (New York City time) on the date which
		is the second Business Day prior to the related Payment Date, each of the
		Issuer and the Guarantor (or the Administrative Agent on their behalf) shall
		advise the Cash Manager as to whether the Available Holder Amount should be
		paid to the Holders of the Class E Securities and the Shareholders
		pro rata according to the Applicable Allocation Percentage for
		such Payment Date or should, in lieu of such payment, be transferred in whole
		or in part to the Aircraft Conversion Account to fund the Allocable Equity
		Conversion Amount (such election to transfer the Available Holder Amount (or
		such lesser amount as may be necessary to fund the Allocable Equity Conversion
		Amount for such ACS Group Aircraft Conversion) to the Aircraft Conversion
		Account, a “Holder Conversion
		Election” and, together with a
		Principal Conversion Election, a “Conversion Election”). For the avoidance of doubt, the sum of the
		Available Holder Amount transferred to the Aircraft Conversion Account in
		respect of any proposed ACS Group Aircraft Conversion may not exceed the
		Allocable Equity Conversion Amount for such ACS Group Aircraft Conversion. In
		the absence of a Holder Conversion Election, the Available Holder Amount shall
		be applied in accordance with the payment priorities set forth in
		Section 3.08(a) hereof.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(i) Calculations in respect of Policy
		Drawings. The Cash Manager shall make
		the following calculations or determinations in respect of the Policy:
	 

	 
		(i) as soon as practicable after each
		Calculation Date, but in no event later than 12:00 p.m. (New York City time) on
		the date which is the third Business Day prior to each Regular Distribution
		Date, determine (after giving effect to all payments and transfers to be made
		with respect to such Regular Distribution Date and the application of Available
		Collections in accordance with the applicable payment priorities set forth in
		Section 3.08 hereof, the application of Credit Facility Drawings to be made
		pursuant to the Initial Credit Facility, any withdrawals from the Credit
		Facility Reserve Account and any withdrawals from the Senior Cash Collateral
		Account pursuant to Section 3.01(p)), whether a shortfall will exist as of such
		Regular Distribution Date in the Available Collections and such other amounts
		to make payment on such Regular Distribution Date of Accrued Senior Interest
		due on the Certificates on such Regular Distribution Date (any such shortfall
		in respect of accrued and unpaid interest on the Certificates on any Regular
		Distribution Date, an “Interest
		Shortfall” therefor);
	 

	 
		(ii) as soon as practicable after the
		Calculation Date next succeeding the date of a sale or other disposition of an
		ACS Group Aircraft (not including any ACS Group Aircraft acquired by way of
		contribution) or of an ACS Group Subsidiary which owns an ACS Group Aircraft
		(not including any ACS Group Aircraft acquired by way of contribution), in each
		case by or on behalf of, or at the direction of the Controlling Party after an
		Acceleration of the Securities, but in no event later than 12:00 p.m. (New York
		City time) on the date which is the third Business Day prior to the next
		succeeding Regular Distribution Date, determine the shortfall, if any, between
		the Class A Note Target Price (determined as of the date of disposition) of the
		disposed Aircraft (or of the Aircraft owned by the disposed ACS Group
		Subsidiary) and the Net Sale Proceeds from the sale or other disposition of
		such Aircraft (or of such disposed ACS Group Subsidiary owning such Aircraft)
		(the “Deficiency
		Shortfall” with respect to the
		next succeeding Regular Distribution Date);
	 

	 
		(iii) as soon as practicable after each
		Calculation Date on or following the date that is 24 months after the date (as
		determined by the Pass Through Trustee or the Trustee and notified to the
		Policy Provider in writing) of the occurrence of an Event of Default under
		Section 4.01(a) or Section 4.01(b) hereof or an Acceleration of the Securities,
		but in no event later than 12:00 p.m. (New York City time) on the date
		which is the third Business Day prior to the immediately succeeding Regular
		Distribution Date, determine (after giving effect to the application of
		Available Collections in accordance with the applicable payment priorities set
		forth in Section 3.08 hereof and the application of any Credit Facility
		Drawings (or drawings under any Replacement Credit Facility) and the
		application of any withdrawals from the Credit Facility Reserve Account and/or
		the Senior Cash Collateral Account, in each case, in accordance with the terms
		hereof) the shortfall (determined as of such Calculation Date), if any, of
		Available Collections and such other amounts for the payment on the next
		succeeding Regular Distribution Date of an amount necessary to reduce the then
		Pool Balance of the Certificates by the Insured Minimum Principal Payment
		Amount, if any, of the ACS Group Subclass A-1 Securities for such Regular
		Distribution Date (with respect to any such Regular Distribution Date, a
		“Minimum Principal
		Shortfall”); 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(iv) as soon as practicable after the Final
		Maturity Date, but in no event later than 12:00 p.m. (New York City time) on
		the date which is the third Business Day prior to the applicable Legal Final
		Distribution Date, determine (after giving effect to all payments and transfers
		to be made hereunder and the application of Available Collections in accordance
		with the applicable payment priorities set forth in Section 3.08 hereof on or
		prior to the Final Maturity Date and the application of any Credit Facility
		Drawings (or drawings under any Replacement Credit Facility), any withdrawals
		from the Credit Facility Reserve Account and any withdrawals from the Senior
		Cash Collateral Account as set forth in Section 3.01(p), in each case, on such
		Final Maturity Date) (determined as of the Final Maturity Date) whether any
		shortfall will exist in the amount necessary for the payment in full of the
		Pool Balance of the Certificates on the Legal Final Distribution Date therefor
		together with accrued and unpaid interest thereon (at the Stated Rate of
		Interest for the Certificates) (any such shortfall on the Legal Final
		Distribution Date, the “Final
		Amount” therefor); and
	 

	 
		(v) as promptly as practicable after the
		date of any Avoided Payment, calculate the amount of such Avoided
		Payment.
	 

	 
		Section 3.07 Payment Date First Step Withdrawals and
		Transfers. Two Business Days prior to
		each Payment Date, the Cash Manager shall make or direct the Operating Bank in
		writing to make (such direction to be communicated in computer file format or
		in such other form as the Cash Manager, the Operating Bank, the Trustees and
		the Security Trustee agree, provided that,
		in the case of communication in computer file format or any other form other
		than a written tangible form, a written tangible form thereof shall promptly
		thereafter be sent to the Operating Bank), on such Payment Date, the following
		withdrawals from and transfers to the Accounts in each case as specified in a
		Written Notice of the Cash Manager to the Trustee, the Security Trustee and the
		Operating Bank (and, in the case of clauses (c) and (d) below, such direction
		shall be based on information provided by the Administrative Agent in a Written
		Notice to the Cash Manager specifying the amounts for such clauses);
	 

	 
		(a) transfer the net proceeds of any ACS
		Group Refinancing of any ACS Group Securities from the Refinancing Account to
		any Cash Collateral Account established for the related ACS Group Refinancing
		Securities (up to the Required Amount therefor in accordance with
		Section 3.03 hereof) and the balance to the applicable Securities
		Accounts, in each case in accordance with Sections 2.10(b) and 5.02(f) hereof
		and Sections 2.10(b) and 5.02(f) of the Guarantor Indenture;
	 

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

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

	 
		(d) transfer from the Security Deposit
		Account to the Collections Account any security deposits relating to an expired
		or terminated ACS Group Lease that are not required 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		under the terms of a subsequent ACS Group
		Lease to be retained in the Security Deposit Account;
	 

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

	 
		(f) transfer from the Collections Account to
		the Security Deposit Account the amount of any security deposits that are not
		Segregated Funds then on deposit in the Collections Accounts;
	 

	 
		(g) transfer from any Account (other than
		the Collections Account, the Credit Facility Reserve Account, the Initial
		Liquidity Payment Account, the Aircraft Conversion Account, and the Aircraft
		Purchase Accounts) to the Collections Account the amount of Investment
		Earnings, if any, on investments of funds on deposit therein during the
		preceding Accrual Period, except that (a) earnings on any portion of the
		funds on deposit in any Account required under the terms of the related Lease
		to be repaid to the related Lessee shall be retained therein and (b) in
		the case of any Aircraft Purchase Account, any earnings on the portion of the
		purchase price funds in respect of an ACS Group Aircraft on deposit in such
		Aircraft Purchase Account shall be retained therein for application in
		accordance with Section 3.05 hereof; 
	 

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

	 
		(i) transfer from the Collections Account to
		the Aircraft Conversion Account an amount equal to the Available Minimum
		Principal Amount (or a portion thereof) to fund the Allocable Principal
		Conversion Amount and the Available Holder Amount (or a portion thereof) to
		fund the Allocable Equity Conversion Amount in connection with a Conversion
		Election; and
	 

	 
		(j) after payment in full of all ACS Group
		Conversion Payments to be made for any ACS Group Aircraft Conversion, transfer
		any balance of the amount originally deposited in the Aircraft Conversion
		Account in respect of such ACS Group Aircraft Conversion from the Aircraft
		Conversion Account to the Collections Account for application in accordance
		with Section 3.08 hereof.
	 

	 
		Section 3.08 Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and
		transfers provided for in Section 3.07 hereof have been made, the Cash
		Manager shall distribute from the Collections Account (or retain in the
		Collections Account, if so indicated in the relevant clause below), or direct
		the Operating Bank in writing to do the same (such direction to be communicated
		in computer file format or in such other form as the Cash Manager, the
		Operating Bank, the Trustees and the Security Trustee agree; provided that,
		in the case of communication in computer file format or any other form other
		than a written tangible form, a written tangible form thereof shall promptly
		thereafter be sent to the Operating Bank), at least two Business Days prior to
		such Payment Date the amounts set forth below in the order of 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		priority set forth below but, in each case,
		only to the extent that all amounts then required to be paid (or retained in
		the Collections Account, as applicable) ranking prior thereto
		(“Prior Ranking
		Amounts”) have been paid in full
		(provided that the amount to be paid shall be reduced in inverse
		order of priority by the amount of any payment by a Hedge Provider under a
		Hedge Agreement that was assumed pursuant to Section 3.06(a)(iii) to be,
		but has not in fact been, paid on such Payment Date). All payments of Available
		Collections to be made to or for the account of Holders of any subclass of ACS
		Group Securities, pursuant to this Section 3.08 shall be made through a
		direct transfer of funds to the applicable Securities Account with respect to
		such subclass of ACS Group Securities. Payments shall be made in the following
		order of priority:
	 

	 
		(i) to the Expense Account, an amount such
		that the amount on deposit therein is at least equal to the Required Expense
		Amount (including Credit Facility Expenses due and payable to the Initial
		Credit Facility Provider and Policy Expenses due and payable to the Policy
		Provider);
	 

	 
		(ii) in no order of priority inter se, but
		pro rata as to the amounts described in clauses (A), (B)
		and (C) as follows, (A) first, to
		the Securities Accounts for each subclass of ACS Group Class A Securities,
		the Interest Amount on such subclass of ACS Group Class A Securities
		(other than any portion thereof constituting any interest described in clause
		(b) of the definition of Interest Amount to the extent the Policy Provider has
		made timely payment in respect of any unpaid Interest Shortfall due on the
		related Regular Distribution Date on the Certificates) in no order of
		priority inter se, but pro rata
		according to the Interest Amount on
		such subclass of ACS Group Class A Securities less the sum of
		(1) the amount of any Interest Drawing paid on or before the related
		Distribution Date by the Policy Provider under the Policy on or prior to such
		Distribution Date to the extent not theretofore reimbursed to the Policy
		Provider as of such Distribution Date and (2) the amount of any Credit Facility
		Drawing in respect of the Interest Amount due on such subclass of ACS Group
		Class A Securities paid on or before such Payment Date to the extent not
		theretofore reimbursed to the Initial Credit Facility Provider as of such
		Payment Date; and second, to
		the Policy Provider, the amounts so paid by the Policy Provider in respect of
		such Interest Drawings to the extent not theretofore reimbursed to the Policy
		Provider as of such Distribution Date; (B) pro rata, to any
		Hedge Provider, an amount equal to any Senior Hedge Payment due from any ACS
		Group Member pursuant to any Hedge Agreement; and (C) to the Policy
		Provider, an amount equal to accrued interest (at the Stated Rate of Interest
		with respect to the Certificates) on the amount of any Policy Drawing paid by
		the Policy Provider under the Policy prior to the related Distribution Date and
		to the extent not theretofore reimbursed to the Policy Provider as of such
		Distribution Date;
	 

	 
		(iii) to the Policy Provider, an amount
		equal to any Senior Hedge Payment made by the Policy Provider on behalf of an
		ACS Group Member to the extent not theretofore reimbursed to the Policy
		Provider as of such Payment Date;
	 

	 
		(iv) in no order of priority inter se, but
		pro rata as to the amounts described in clauses (A), (B)
		and (C) as follows: (A) first, to
		the Credit Facility Reserve Account (if applicable), such amount so that the
		amount on deposit in such Account is equal to the Required Amount therefor and
		second, to any Persons providing any Eligible Credit
		Facilities, any Credit Facility Advance Obligations payable to such Persons
		under the terms of their respective Eligible Credit Facilities (after giving
		effect to any payments made by the Policy Provider to the Persons 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		providing such Eligible Credit Facilities as
		provided in the definition of “Controlling Party”); (B) if the
		Policy Provider has paid any such Credit Facility Advance Obligations, as so
		provided, to the Policy Provider, the amount of such payments to the extent not
		theretofore reimbursed to the Policy Provider (plus interest accrued thereon at
		the applicable rate under such Eligible Credit Facility that would have
		otherwise been payable to the Persons providing such Eligible Credit Facility
		from the date of such payment); and (C) to the Senior Cash Collateral Account,
		such amount so that the amount on deposit in such Account is equal to the
		Required Amount therefor;
	 

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

	 
		(vi) first,
		except in connection with a Conversion Election, to the Securities Accounts for
		each subclass of ACS Group Class A Securities, in the order of priority by
		subclass set forth in Section 3.09 hereof, an amount equal to the
		Aggregate Minimum Principal Payment Amount of the ACS Group Class A
		Securities for such Payment Date less the amounts
		of Policy Drawings (such amount in the aggregate not to exceed such Aggregate
		Minimum Principal Payment Amount for such date) in respect of the principal of
		the ACS Group Class A Securities (or, without duplication, otherwise applied to
		reduce the corresponding portion of the Pool Balance of the Certificates) paid
		by the Policy Provider under the Policy for periods prior to the related
		Distribution Date to the extent not theretofore reimbursed to the Policy
		Provider; and second, to
		the Policy Provider, an amount, not to exceed the Aggregate Minimum Principal
		Payment Amount of the ACS Group Class A Securities for such Payment Date, equal
		to the amount of such Policy Drawings in respect of such principal (or, without
		duplication, otherwise applied to reduce the corresponding portion of the Pool
		Balance of the Certificates) so paid by the Policy Provider under the Policy
		prior to such Distribution Date to the extent not theretofore reimbursed to the
		Policy Provider as of such Distribution Date;
	 

	 
		(vii) to the Expense Account, such amount as
		an accrual (the “Permitted
		Accruals”) in respect of any ACS
		Group Modification Payments or ACS Group Refinancing Expenses as the Cash
		Manager shall determine based on information provided in a Written Notice to
		the Cash Manager by the Administrative Agent;
	 

	 
		(viii) payments to the applicable party,
		pro rata inter se, of Special Indemnity Payments; 
	 

	 
		(ix) to the Policy Provider, an amount equal
		to accrued interest (at the Excess Policy Rate) on any amounts paid by the
		Policy Provider under the Policy prior to the related Distribution Date and to
		the extent not theretofore reimbursed to the Policy Provider as of such
		Distribution Date;
	 

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

	 
		(xi) to the Policy Provider, any Additional
		Premium due and owing to the Policy Provider;
	 

	 
		(xii) to the Irish Parent, the Charitable
		Trust Dividend, if any;
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(xiii) in no order of priority
		inter se but pro
		rata, not on account of any obligation
		or debt (A) to the Securities Account for the Holders of the Class E
		Securities, an amount equal to the reimbursement to the Holders of the
		Class E Securities of the Contribution Amounts (if any) made by such
		Holders, and (B) to the Shareholders Account as a dividend or distribution, an
		amount equal to the reimbursement to the Shareholders of the Contribution
		Amounts (if any) made by the Shareholders with respect to the Shares;
		and
	 

	 
		(xiv) the balance in no order of priority
		inter se but pro
		rata in accordance with the Applicable
		Allocation Percentages, to the Securities Account for the Holders of the
		Class E Securities and to the Shareholders Account for the
		Shareholders.
	 

	 
		(b) Anything to the contrary contained in
		Section 3.08(a) hereof notwithstanding, following the earlier of
		(x) the Expected Final Payment Date of the ACS Group Subclass A-1
		Securities or (y) the occurrence of a DSCR Failure, the allocation of
		payments described in Section 3.08(a) hereof shall not apply and the Cash
		Manager shall direct the Operating Bank in writing (such direction to be
		communicated in computer file format or in such other form as the Cash Manager,
		the Operating Bank, the Trustees, and the Security Trustee agree,
		provided that, in the case of communication in computer file
		format or any other form other than a written tangible form, a written tangible
		form thereof shall promptly thereafter be sent to the Operating Bank) to cause
		all amounts on deposit in the Collections Account and the Expense Account to be
		applied on each Payment Date in the following order of priority:
	 

	 
		(i) to the Expense Account, an amount such
		that the amount on deposit therein is equal to the Required Expense Amount
		(including Credit Facility Expenses due and payable to the Initial Credit
		Facility Provider and Policy Expenses due and payable to the Policy
		Provider);
	 

	 
		(ii) in no order of priority inter se, but
		pro rata as to the amounts described in clauses (A), (B),
		(C) and (D) as follows: (A) first, to
		the Securities Accounts for each subclass of ACS Group Class A Securities,
		the Interest Amount on such subclass of ACS Group Class A Securities
		(other than any portion thereof constituting any interest described in clause
		(b) of the definition of Interest Amount to the extent the Policy Provider has
		made timely payment in respect of any unpaid Interest Shortfall due on the
		related Distribution Date on the Certificates) in no order of priority
		inter se, but pro rata
		according to the Interest Amount of
		such subclass of ACS Group Securities less the sum of
		(1) the amount of any Interest Drawing paid on or before the related
		Distribution Date by the Policy Provider under the Policy on or prior to such
		Distribution Date to the extent not theretofore reimbursed to the Policy
		Provider as of such Distribution Date and (2) the amount of any Credit Facility
		Drawing in respect of the Interest Amount due on such subclass of ACS Group
		Class A Securities paid on or before such Payment Date to the extent not
		theretofore reimbursed to the Initial Credit Facility Provider as of such
		Payment Date; and second, to
		the Policy Provider, the amounts so paid by the Policy Provider in respect of
		such Interest Drawing to the extent not theretofore reimbursed to the Policy
		Provider as of such Distribution Date, (B) pro rata to any
		Hedge Provider, such amounts as are required to make any Senior Hedge Payments
		due to such Hedge Provider pursuant to any Hedge Agreement; (C) to the Policy
		Provider, an amount equal to accrued interest (at the Stated Rate of Interest
		with respect to the Certificates) on the amount of any Policy Drawing paid by
		the Policy Provider under the Policy prior to the related Distribution Date and
		to the extent not theretofore reimbursed to the Policy Provider as of such
		Distribution Date and (D) to the Policy Provider, an amount equal to any
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Senior Hedge Payment made by the Policy
		Provider made by the Policy Provider on behalf of an ACS Group Member to the
		extent not theretofore reimbursed to the Policy Provider as of such Payment
		Date;
	 

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

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

	 
		(v) first,
		to the Securities Accounts for each
		subclass of ACS Group Class A Securities, an amount equal to the Aggregate
		Minimum Principal Payment Amount of the ACS Group Class A Securities for such
		Payment Date less the amounts of Policy Drawings (such amount in the
		aggregate not to exceed such Aggregate Minimum Principal Payment Amount for
		such date) in respect of the principal of the ACS Group Class A Securities (or,
		without duplication, otherwise applied to reduce the corresponding portion of
		the Pool Balance of the Certificates) paid by the Policy Provider under the
		Policy for periods prior to the related Distribution Date to the extent not
		theretofore reimbursed to the Policy Provider; and second, to
		the Policy Provider, an amount, not to exceed in the Aggregate Minimum
		Principal Payment Amount of the ACS Group Class A Securities for such Payment
		Date, equal to the amount of such Policy Drawings in respect of such principal
		(or, without duplication, otherwise applied to reduce the corresponding portion
		of the Pool Balance of the Certificates) so paid by the Policy Provider under
		the Policy prior to such Distribution Date to the extent not theretofore
		reimbursed to the Policy Provider as of such Distribution Date;
	 

	 
		(vi) first, to the
		Securities Accounts for each subclass of ACS Group Class A Securities, the
		Outstanding Principal Balance of such subclass of ACS Group Class A
		Securities in no order of priority inter
		se, but pro rata according to the amount of the principal of such
		subclass of ACS Group Class A Securities less the amounts
		of Policy Drawings in respect of the principal of such subclass of the ACS
		Group Class A Securities (or, without duplication, otherwise applied to
		reduce the corresponding portion of the Pool Balance of the Certificates) paid
		by the Policy Provider under the Policy for periods prior to the related
		Distribution Date to the extent not theretofore reimbursed to the Policy
		Provider and second, to
		the Policy Provider, an amount equal to the Policy Drawings in respect of such
		principal (or, without duplication, otherwise applied to reduce the
		corresponding portion of the Pool Balance of the Certificates) so paid by the
		Policy Provider under the Policy prior to such Distribution Date to the extent
		not theretofore reimbursed to the Policy Provider as of such Distribution
		Date;
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(vii) payments to the applicable party,
		pro rata inter se, of Special Indemnity Payments;
	 

	 
		(viii) to the Policy Provider, an amount
		equal to accrued interest (at the Excess Policy Rate) on any amounts paid by
		the Policy Provider under the Policy prior to the related Distribution Date and
		to the extent not theretofore reimbursed to the Policy Provider as of such
		Distribution Date;
	 

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

	 
		(x) to the Policy Provider, any Additional
		Premium then due and owing to the Policy Provider;
	 

	 
		(xi) to the Irish Parent, the Charitable
		Trust Dividend, if any; 
	 

	 
		(xii) in no order of priority
		inter se but pro
		rata, not on account of any obligation
		or debt (A) to the Securities Account for the Holders of the Class E
		Securities, an amount equal to the reimbursement to the Holders of the
		Class E Securities of the Contribution Amounts (if any) made by such
		Holders, and (B) to the Shareholders Account, an amount equal to the
		reimbursement to the Shareholders of the Contribution Amounts, if any, made by
		the Shareholders; and
	 

	 
		(xiii) the balance in no order of priority
		inter se but pro
		rata in accordance with the Applicable
		Allocation Percentages, to the Securities Account for the Holders of the
		Class E Securities and to the Shareholders Account for the
		Shareholders.
	 

	 
		(c) Anything to the contrary contained in
		Section 3.08(a) or (b) hereof notwithstanding, following the delivery to
		the Issuer, the Guarantor or the Cash Manager of a Default Notice or during the
		continuance of an Acceleration Default, the allocation of payments described in
		Section 3.08(a) and (b) hereof shall not apply and the Cash Manager shall
		direct the Operating Bank in writing (such direction to be communicated in
		computer file format or in such other form as the Cash Manager, the Operating
		Bank, the Trustees, and the Security Trustee agree, provided that,
		in the case of communication in computer file format or any other form other
		than a written tangible form, a written tangible form thereof shall promptly
		thereafter be sent to the Operating Bank) to cause all amounts on deposit in
		the Collections Account and the Expense Account to be applied on each Payment
		Date in the following order of priority:
	 

	 
		(i) to the Expense Account, an amount such
		that the amount on deposit therein is equal to the Required Expense Amount
		(including Credit Facility Expenses due and payable to the Initial Credit
		Facility Provider and Policy Expenses due and payable to the Policy
		Provider);
	 

	 
		(ii) in no order of priority inter se, but
		pro rata as to the amounts described in clauses (A) and (B), (A)
		to any Persons providing any Eligible Credit Facilities, pro rata inter se, any Credit Facility Advance Obligations payable to
		such Persons under the terms of their respective Eligible Credit Facilities
		other than a Cash Collateral Account (after giving effect to any payments made
		by the Policy Provider to Persons providing such Eligible Credit Facilities as
		provided in the definition of “Controlling Party”); and (B) if the
		Policy Provider has paid any such 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Credit Facility Advance Obligations, as so
		provided, to the Policy Provider, the amount of such payments to the extent not
		theretofore reimbursed to the Policy Provider (plus interest accrued thereon at
		the applicable rate under such Eligible Credit Facility that would have
		otherwise been payable to the Person providing such Eligible Credit Facility
		from the date of such payment);
	 

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

	 
		(iv) in no order of priority inter se, but
		pro rata as to the amounts described in clauses (A), (B),
		(C) and (D) as follows: (A) first, to
		the Securities Accounts for each subclass of ACS Group Class A Securities,
		the Interest Amount on such subclass of ACS Group Class A Securities
		(other than any portion thereof constituting any interest described in clause
		(b) of the definition of Interest Amount to the extent the Policy Provider has
		made timely payment in respect of any unpaid Interest Shortfall due on the
		related Distribution Date on the Certificates) in no order of priority
		inter se, but pro rata
		according to the Interest Amount of
		such subclass of ACS Group Securities less the sum of
		(1) the amount of any Interest Drawing paid on or before the related
		Distribution Date by the Policy Provider under the Policy on or prior to such
		Distribution Date to the extent not theretofore reimbursed to the Policy
		Provider as of such Distribution Date and (2) the amount of any Credit Facility
		Drawing in respect of the Interest Amount due on such subclass of ACS Group
		Class A Securities paid on or before such Payment Date to the extent not
		theretofore reimbursed to the Initial Credit Facility Provider as of such
		Payment Date; and second, to
		the Policy Provider, the amounts so paid by the Policy Provider in respect of
		such Interest Drawing to the extent not theretofore reimbursed to the Policy
		Provider as of such Distribution Date, (B) pro rata to any
		Hedge Provider, such amounts as are required to make any Senior Hedge Payments
		due to such Hedge Provider pursuant to any Hedge Agreement; (C) to the Policy
		Provider, an amount equal to accrued interest (at the Stated Rate of Interest
		with respect to the Certificates) on the amount of any Policy Drawing paid by
		the Policy Provider under the Policy prior to the related Distribution Date and
		to the extent not theretofore reimbursed to the Policy Provider as of such
		Distribution Date and (D) to the Policy Provider, an amount equal to any Senior
		Hedge Payment made by the Policy Provider made by the Policy Provider on behalf
		of an ACS Group Member to the extent not theretofore reimbursed to the Policy
		Provider as of such Payment Date;
	 

	 
		(v) first,
		to the Securities Accounts for each
		subclass of ACS Group Class A Securities, an amount equal to the Aggregate
		Minimum Principal Payment Amount of the ACS Group Class A Securities for such
		Payment Date less the amounts of Policy Drawings (such amount in the
		aggregate not to exceed such Aggregate Minimum Principal Payment Amount for
		such date) in respect of the principal of the ACS Group Class A Securities (or,
		without duplication, otherwise applied to reduce the corresponding portion of
		the Pool Balance of the Certificates) paid by the Policy Provider under the
		Policy for periods prior to the related Distribution Date to the extent not
		theretofore reimbursed to the Policy Provider; and second, to
		the Policy Provider, an amount, not to exceed in the Aggregate Minimum
		Principal Payment Amount of the ACS Group Class A Securities for such Payment
		Date, equal to the amount of such Policy Drawings in respect of such principal
		(or, without duplication, otherwise applied to reduce the corresponding portion
		of the Pool Balance of the Certificates) so paid by the Policy Provider under
		the Policy prior to such Distribution Date to the extent not theretofore
		reimbursed to the Policy Provider as of such Distribution Date;
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(vi) first, to the
		Securities Accounts for each subclass of ACS Group Class A Securities, the
		Outstanding Principal Balance of such subclass of ACS Group Class A
		Securities in no order of priority inter
		se, but pro rata according to the amount of the principal of such
		subclass of ACS Group Class A Securities less the amounts
		of Policy Drawings in respect of the principal of such subclass of the ACS
		Group Class A Securities (or, without duplication, otherwise applied to
		reduce the corresponding portion of the Pool Balance of the Certificates) paid
		by the Policy Provider under the Policy for periods prior to the related
		Distribution Date to the extent not theretofore reimbursed to the Policy
		Provider and second, to
		the Policy Provider, an amount equal to the Policy Drawings in respect of such
		principal (or, without duplication, otherwise applied to reduce the
		corresponding portion of the Pool Balance of the Certificates) so paid by the
		Policy Provider under the Policy prior to such Distribution Date to the extent
		not theretofore reimbursed to the Policy Provider as of such Distribution
		Date;
	 

	 
		(vii) payments to the applicable party,
		pro rata inter se, of Special Indemnity Payments;
	 

	 
		(viii) to the Policy Provider, an amount
		equal to accrued interest (at the Excess Policy Rate) on any amounts paid by
		the Policy Provider under the Policy prior to the related Distribution Date and
		to the extent not theretofore reimbursed to the Policy Provider as of such
		Distribution Date;
	 

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

	 
		(x) to the Policy Provider, any Additional
		Premium then due and owing to the Policy Provider;
	 

	 
		(xi) to the Irish Parent, the Charitable
		Trust Dividend, if any;
	 

	 
		(xii) in no order of priority
		inter se but pro
		rata, not on account of any obligation
		or debt (A) to the Securities Account for the Holders of the Class E
		Securities, an amount equal to the reimbursement to the Holders of the
		Class E Securities of the Contribution Amounts (if any) made by such
		Holders, and (B) to the Shareholders Account, an amount equal to the
		reimbursement to the Shareholders of the Contribution Amounts, if any, made by
		the Shareholders; and
	 

	 
		(xiii) the balance in no order of priority
		inter se but pro
		rata in accordance with the Applicable
		Allocation Percentages, to the Securities Account for the Holders of the
		Class E Securities and to the Shareholders Account for the
		Shareholders.
	 

	 
		Section 3.09
		Allocations of Principal Payments Among
		Subclasses of the Securities. To the
		extent that any payment of principal pursuant to Section 3.08(a) and (b)
		hereof is allocable to any class of Securities on any Payment Date, such
		payment will be applied to repay all Securities in such class in the following
		order of priority: (i) First, to
		each subclass, in order of the earliest issued subclass, the excess, if any, of
		the Outstanding Principal Balance of each such subclass over the product of the
		applicable Extended Note Pool Factor on such Payment Date and the initial
		principal balance of each such subclass (any such difference, the
		“Extension Amount”); provided that,
		in the case of two or more subclasses issued on the same date, the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Available Collections will be applied to
		each such subclass pro
		rata according to the amount of, but
		not to exceed, the Extension Amount of such subclass;
		(ii) Second, to each subclass, in no order of priority
		inter se, but pro
		rata according to the amount of, but
		not to exceed, the excess, if any, of the Outstanding Principal Balance of each
		such subclass (after giving effect to any payment under clause (i) above)
		over the product of the applicable Note Pool Factor on such Payment Date and
		the initial principal balance of each such subclass;
		(iii) Third, to each subclass with an Expected Final Payment Date
		on or before such Payment Date, in order of the earliest issued subclass;
		provided that, in the case of two or more subclasses issued on
		the same date, the Available Collections will be applied to such subclasses in
		order of the subclass with the earliest Expected Final Payment Date and, with
		respect to two or more subclasses having the same Expected Final Payment Date,
		the Available Collections will be applied to such subclasses pro rata
		according to the Outstanding Principal Balance of each such subclass (after
		giving effect to any payment under clauses (i) and (ii) above) on such
		Payment Date; and (iv) Fourth, to
		each subclass in order of the earliest Expected Final Payment Date,
		provided, in the case of two or more subclasses having the same
		Expected Final Payment Date, in no order of priority inter se, but
		pro rata, according to the Outstanding Principal Balance of each
		such subclass (after giving effect to any payment under clauses (i), (ii)
		and (iii) above) on such Payment Date. 
	 

	 
		Section 3.10 Certain Redemptions; Certain Premiums. (a) Optional
		Redemption. Subject to the provisions
		of Section 3.10(c) hereof, on any Payment Date the Issuer may elect to
		redeem (including in connection with any Refinancing) any subclass of the
		Securities in whole or in part, out of amounts available in the
		Defeasance/Redemption Account or, in the case of a Refinancing, the Refinancing
		Account, for such purpose, if any, other than, in either such case, any funds
		constituting part of the Available Collections, at the Redemption Price plus
		any accrued and unpaid interest (after giving effect to any payment thereof on
		such Redemption Date under Section 3.08 hereof) on the Securities to be
		redeemed to the Redemption Date; provided that
		such a redemption may only occur upon the prior written consent of the Policy
		Provider (except that a redemption in full of the ACS Group Subclass A-1
		Securities shall not require any such consent if a Policy Non-Consent Event
		occurs in connection with such redemption) and after the giving of a Default
		Notice or the Acceleration of any Securities, the Securities may be redeemed
		only in whole but not in part pursuant to this Section 3.10(a); provided further
		that Written Notice of any such Redemption shall be given by the Issuer (or the
		Administrative Agent on its behalf) to the Trustee not less than 30 days and
		not more than 45 days prior to such Redemption Date and, for so long as any
		Securities are listed on the Alternative Securities Market of the Irish Stock
		Exchange, to the Listing Agent and the Alternative Securities Market of the
		Irish Stock Exchange not less than 30 days and not more than 45 days prior to
		such Redemption Date.
	 

	 
		(b) Redemption for Taxation Reasons. Subject to the provisions of Section 3.10(c)
		hereof, if, at any time,
	 

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

	 
		(ii) the Issuer is or will be subject to any
		circumstance (whether by reason of any law, regulation, regulatory requirement
		or double-taxation convention, or the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		interpretation or application thereof, or
		otherwise) that has resulted or will result in the imposition of a Tax (whether
		by direct assessment or by withholding at source) or other similar imposition
		by any jurisdiction that would (A) materially increase the cost to the
		Issuer of making payments in respect of any subclass of Securities or of
		complying with its obligations under or in connection with the Securities;
		(B) materially increase the operating or administrative expenses of the
		Issuer; or (C) otherwise obligate the Issuer or any of its subsidiaries to
		make any material payment on, or calculated by reference to, the amount of any
		sum received or receivable by the Issuer, or by the Cash Manager on behalf of
		the ACS Bermuda Group as contemplated by the Cash Management Agreement, 
	 

	 
		then the Issuer shall inform the Trustee in
		writing at such time of any such requirement or imposition and shall use
		commercially reasonable efforts to avoid the effect of the same;
		provided that no actions shall be taken by the Issuer to avoid
		such effects without receipt of a Rating Agency Confirmation and the prior
		written consent of the Policy Provider. If, after using its commercially
		reasonable efforts to avoid the adverse effects described above, any ACS
		Bermuda Group Member has not avoided such effects, the Issuer may, at its
		election, redeem the Securities on any Payment Date, in whole, at the
		Outstanding Principal Balance thereof plus accrued and unpaid interest (after
		giving effect to any payment thereof on such Redemption Date under
		Section 3.08 hereof) thereon, the Required Expense Amount and all unpaid
		Policy Provider Obligations, Credit Facility Obligations and any amounts
		payable to any Hedge Provider as of the Redemption Date to such Payment Date
		but without premium; provided,
		however, that any such Redemptions may not occur more than 30
		days prior to such time as the requirement or imposition described in (i) or
		(ii) above is to become effective and each of the Trustee and the Policy
		Provider shall have received a certification from the Issuer certifying that
		the applicable ACS Bermuda Group Member has been unable, after using such
		commercially reasonable efforts, to avoid the adverse effects described above;
		and provided further that Written Notice of any such Redemption shall be
		given by the Issuer (or the Administrative Agent on its behalf) to the Trustee
		and the Policy Provider not less than 30 days and not more than 45 days prior
		to the Redemption Date for such Redemption and, for so long as any Securities
		are listed on the Alternative Securities Market of the Irish Stock Exchange, to
		the Listing Agent and the Alternative Securities Market of the Irish Stock
		Exchange not less than 30 days and not more than 45 days prior to the
		Redemption Date for such Redemption.
	 

	 
		(c) Method of Redemption. Upon receipt of notice from the Issuer or the
		Administrative Agent under Section 3.10(a) or 3.10(b) hereof, the Trustee shall
		give Written Notice in respect of any such redemption of any subclass of
		Securities under Section 3.10(a) or 3.10(b) hereof (a
		“Redemption”) to each Holder of Securities and the Policy
		Provider, at least 20 days before the Redemption Date for such Redemption.
		Except in the case of a Refinancing, the Trustee shall not deliver any notice
		under this Section 3.10(c) unless and until the Trustee shall have
		received certification that all conditions precedent to such Redemption have
		been satisfied and evidence satisfactory to it that the amounts required to be
		deposited pursuant to Section 3.10(d) hereof are, or will on or before the
		Redemption Date be, deposited in the Defeasance/Redemption Account. Each notice
		in respect of a Redemption given pursuant to this Section 3.10(c) shall
		state (i) the applicable Redemption Date, (ii) the Trustee’s
		arrangements for making payments in respect of such Redemption, (iii) the
		Redemption Price or the Outstanding Principal Balance of each subclass of
		Securities to be redeemed and accrued and unpaid interest, 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(iv) in the case of a Redemption of the
		Securities of any subclass in whole, that Securities of each subclass to be
		redeemed must be surrendered to the Trustee to collect the Redemption Price
		plus accrued and unpaid interest on such Securities and (v) in the case of a
		Redemption of the Securities of any subclass in whole, that, unless the Issuer
		defaults in the payment of the Redemption Price and any accrued and unpaid
		interest on the Securities to be redeemed, interest on the subclass of
		Securities called for Redemption shall cease to accrue on and after the
		Redemption Date.
	 

	 
		(d) Deposit of Redemption Amount. On or before 10:00 a.m. (New York City time) on
		the fifth day preceding any Redemption Date in respect of a Redemption under
		Section 3.10(a) hereof, the Issuer shall, to the extent an amount equal to
		the Redemption Price of Securities to be redeemed and all accrued and unpaid
		interest thereon (after giving effect to any payment thereof on such Redemption
		Date under Section 3.08 hereof) and all unpaid Policy Provider Obligations
		as of the Redemption Date is not then held on deposit therein, deposit or cause
		to be deposited in the Defeasance/Redemption Account or, in the case of a
		Refinancing, the Refinancing Account, other than, in either case, any funds
		constituting part of the Available Collections, an amount in immediately
		available funds equal to such amount. On or before 10:00 a.m. (New York City
		time) on the fifth day preceding any Redemption Date in respect of a Redemption
		under Section 3.10(b) hereof, the Issuer shall, to the extent an amount equal
		to the Outstanding Principal Balance of Securities to be redeemed and all
		accrued and unpaid interest (after giving effect to any payment thereof on such
		Redemption Date under Section 3.08 hereof) and all unpaid Policy Provider
		Obligations (including any Policy Premium and any Policy Redemption Premium, if
		any) as of the Redemption Date is not then held on deposit therein, deposit or
		cause to be deposited in the Defeasance/Redemption Account or, in case of a
		Refinancing, the Refinancing Account, other than, in either case, any funds
		constituting part of Available Collections, an amount in immediately available
		funds equal to such amount. In the event the ACS Group Subclass A-1 Securities
		or any other Covered Class A Securities are redeemed in full, the Policy shall
		be surrendered to the Policy Provider for cancellation.
	 

	 
		(e) Securities Payable on Redemption Date. After notice has been given under Section 3.10(c)
		hereof, the Outstanding Principal Balance of the Securities to be redeemed on
		such Redemption Date shall become due and payable at the Corporate Trust Office
		of the Trustee, and from and after such Redemption Date (unless there shall be
		a default in the payment of the applicable amount to be redeemed) such
		principal amount shall cease to bear interest. Upon surrender of any Security
		for redemption in accordance with such notice, the Redemption Price or the
		Outstanding Principal Balance (as applicable) of such Security, together with
		accrued and unpaid interest on such Security shall be paid as provided for in
		this Section 3.10. If any Security to be redeemed shall not be so paid
		upon surrender thereof for redemption, the amount in respect thereof shall
		continue to bear interest until paid from the Redemption Date at the Stated
		Rate of Interest applicable to such Security.
	 

	 
		Section 3.11 Adjustment of Certain Percentages, Factors and
		Balances. Upon each acquisition of any
		Additional Aircraft (other than any Additional Aircraft acquired by way of a
		contribution) or the issuance of any Additional Securities or Refinancing
		Securities, subject to Sections 5.02(f) and 5.02(h) hereof (as applicable), the
		Note Pool Factors and Extended Note Pool Factors for any subclass of Securities
		may be adjusted or, in the case of any new subclass of Securities, determined
		to take into account such Permitted Additional Aircraft Acquisition or the
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		issuance of such Refinancing Securities in
		the manner specified in the Board Resolution providing for such action subject
		to the prior written consent of the Policy Provider and the Initial Credit
		Facility Provider; provided that no
		Note Pool Factor or Extended Note Pool Factor for any subclass of Securities
		may be adjusted so as to change the original Average Life of the affected
		subclass of Securities or alter the rate at which such subclass of Securities
		was originally scheduled to amortize. The Administrative Agent shall include
		such adjusted Note Pool Factors, Extended Note Pool Factors and Minimum Target
		Principal Balances in each Quarterly Report and Annual Report.
	 

	 
		Section 3.12
		Initial Credit Facility. 
	 

	 
		(a) Credit Facility Drawings. If the Cash Manager determines in accordance with
		Section 3.06(f) hereof that after making all withdrawals (prior to any drawings
		under the Policy but after any withdrawals from the Senior Cash Collateral
		Account and the Credit Facility Reserve Account) and transfers to be made with
		respect to the applicable Payment Date, there is (x) a Required Expenses
		Shortfall, (y) a Senior Hedge Payments Shortfall and/or (z) a Credit
		Facility Interest Class A Shortfall, in each case as calculated in Section
		3.06(f) hereof, the Cash Manager shall so notify the Trustees in writing and
		shall, no later than 1:00 p.m. (New York City time) three Business Days
		prior to such Payment Date, request a drawing (each such drawing, a
		“Credit Facility
		Drawing”) under the Initial Credit
		Facility, to be paid on or prior to such Payment Date, in an amount equal to
		the lesser of (a) the aggregate amount of the shortfall from
		clauses (x), (y) and (z) above and (b) the Available Amount under the
		Initial Credit Facility. 
	 

	 
		(b) Application of Credit Facility Drawings. The proceeds of any Credit Facility Drawing shall be
		deposited into the Initial Liquidity Payment Account and withdrawn by the
		Operating Bank, upon Written Notice from the Cash Manager, for application on
		the applicable Payment Date in the following manner: first, to
		the Expense Account an amount such that the amount on deposit therein is at
		least equal to the Required Expense Amount for such Payment Date and
		second, in no order of priority inter se, but
		pro rata, (1) to the Securities Accounts for the ACS Group
		Subclass A-1 Securities, the amount of accrued and unpaid interest on the ACS
		Group Subclass A-1 Securities with respect to the applicable Payment Date in no
		order of priority inter
		se, but pro rata; and
		(2) pro rata, to any Hedge Provider, an amount equal to any Senior
		Hedge Payment due from any ACS Group Member pursuant to any Hedge
		Agreement.
	 

	 
		(c) Downgrade Drawings. The Initial Credit Facility Provider shall notify the
		Issuers, the Cash Manager and the Policy Provider promptly upon the occurrence
		of a Downgrade Event. If at any time a Downgrade Event has occurred and within
		10 days after notice of such event (but not later than the expiration date of
		the Initial Credit Facility) (i) the Initial Credit Facility Provider or the
		Issuer or the Guarantor does not arrange to replace the Initial Credit Facility
		with a Replacement Credit Facility, (ii) the Initial Credit Facility Provider
		shall not have received a Rating Agency Confirmation with respect to the
		Downgrade Event and the written consent of the Policy Provider to the retention
		of such Initial Credit Facility Provider shall not have been obtained or (iii)
		the Policy Provider shall not have confirmed in writing that such downgrading
		will not constitute a Downgrade Event, on such 10th day (or if such 10th day is
		not a Business Day, on the next succeeding Business Day) (or, if earlier, the
		expiration date of the Initial Credit Facility), then the Cash Manager shall,
		upon the occurrence of a Downgrade Event with respect to the Initial Credit
		Facility, request a drawing in accordance with and to the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		extent permitted by the Initial Credit
		Facility (such drawing, a “Downgrade Drawing”) of the Available Amount thereunder. Amounts
		drawn pursuant to a Downgrade Drawing shall be deposited into the Credit
		Facility Reserve Account. 
	 

	 
		(d) Non-Extension Drawings. If the Initial Credit Facility is scheduled to expire
		on a date (the “Stated Expiration
		Date”) prior to the date that is
		15 days after the Final Maturity Date with respect to the ACS Group Subclass
		A-1 Securities, then, no earlier than the 60th day and no later than the 30th
		day prior to the applicable Stated Expiration Date then in effect, the Cash
		Manager shall request that the Initial Credit Facility Provider extend the
		Stated Expiration Date until the earlier of (i) the date which is 15 days
		after such Final Maturity Date with respect to the ACS Group Subclass A-1
		Securities and (ii) the date that is immediately preceding the 364th day
		occurring after the Stated Expiration Date then in effect (unless the
		obligations of the Initial Credit Facility Provider under the Initial Credit
		Facility are earlier terminated in accordance with the Initial Credit
		Facility). If on or before the date which is 10 days prior to the Stated
		Expiration Date, (A) the Initial Credit Facility shall not have been replaced
		in accordance with Section 3.12(e) hereof or (B) the Initial Credit Facility
		Provider fails irrevocably and unconditionally to advise the Cash Manager that
		such Stated Expiration Date then in effect shall be so extended (whether or not
		the Cash Manager has in fact requested an extension), the Cash Manager shall
		immediately, in accordance with the terms of the Initial Credit Facility (a
		“Non-Extended
		Facility”), request a drawing
		under such Initial Credit Facility (such drawing, a “Non-Extension
		Drawing”) for the Available Amount
		thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be
		deposited into the Credit Facility Reserve Account. 
	 

	 
		(e) Issuance of Replacement Credit Facility. 
	 

	 
		(i) If the Initial Credit Facility Provider
		shall determine not to extend the Initial Credit Facility in accordance with
		Section 3.12(d) hereof, then either the Initial Credit Facility Provider or
		either the Issuer or the Guarantor may, at their respective options, arrange
		for a Replacement Credit Facility to replace the Initial Credit Facility during
		the period no earlier than 35 days and no later than 10 days prior to the then
		effective Stated Expiration Date. 
	 

	 
		(ii) If a Downgrade Event shall have
		occurred with respect to the Initial Credit Facility in accordance with Section
		3.12(c) hereof, then either the Initial Credit Facility Provider or the Issuer
		or the Guarantor may, at their respective options, arrange for a Replacement
		Credit Facility to replace the Initial Credit Facility within 10 days after
		receiving notice of such Downgrade Event (but not later than the expiration
		date of the Initial Credit Facility); provided, however, that the
		Initial Credit Facility Provider may, at its option, arrange for a Replacement
		Credit Facility at any time following a Downgrade Drawing so long as neither
		the Issuer nor the Guarantor has already arranged for a Replacement Credit
		Facility.
	 

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

	 
		(B) No Replacement Credit Facility arranged
		by the Initial Credit Facility Provider or the Issuer or the Guarantor in
		accordance with clauses (e)(i), (e)(ii) and (e)(iii)(A) 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		above shall become effective and no such
		Replacement Credit Facility shall be deemed an Eligible Credit Facility under
		this Indenture, unless and until (y) each of the conditions referred to in
		subclause (C) below shall have been satisfied, and (z) in the case of
		a Replacement Credit Facility arranged by the Initial Credit Facility Provider,
		such Replacement Credit Facility is acceptable to the Issuer and the
		Guarantor.
	 

	 
		(C) In connection with the issuance of each
		Replacement Credit Facility, (x) the Cash Manager shall, prior to the
		issuance of such Replacement Credit Facility, have received a Rating Agency
		Confirmation with respect to the Certificates (without regard to any
		downgrading of any rating of the Initial Credit Facility Provider being
		replaced pursuant to Section 3.12(c) hereof and without regard to the
		Policy), (y) upon receipt of a Written Notice from the Administrative
		Agent to the Cash Manager setting forth the amount of Credit Facility
		Obligations then owing to the replaced Initial Credit Facility Provider, the
		Cash Manager shall direct the Operating Bank pursuant to a Written Notice of
		the Cash Manager setting forth the amount of Credit Facility Obligations then
		owing to the replaced Initial Credit Facility Provider to pay to the replaced
		Initial Credit Facility Provider all Credit Facility Obligations then owing to
		the replaced Initial Credit Facility Provider and upon receipt of such Written
		Notice, the Operating Bank shall pay such amount to the Initial Credit Facility
		Provider (which payment shall be made first from available funds in the Credit
		Facility Reserve Account, and thereafter from any other available source,
		including, without limitation, a drawing under the Replacement Credit Facility)
		and (z) the issuer of the Replacement Credit Facility shall deliver the
		Replacement Credit Facility to the Cash Manager, together with a legal opinion
		opining that such Replacement Credit Facility has been duly authorized,
		executed and delivered by, and is an enforceable obligation of, such
		Replacement Credit Facility Provider, such legal opinion to be reasonably
		satisfactory to the Policy Provider unless the legal opinion of counsel to the
		Replacement Credit Facility Provider is in form and substance substantially the
		same as the legal opinion of counsel to the Initial Credit Facility Provider
		delivered on the Initial Closing Date.
	 

	 
		(D) Upon satisfaction of the conditions set
		forth in clauses (B) and (C) of this Section 3.12(e)(iii) with
		respect to a Replacement Credit Facility, (w) the replaced Initial Credit
		Facility shall terminate, (x) the Cash Manager shall, if and to the extent
		so requested by the Issuer or the Guarantor or the Initial Credit Facility
		Provider being replaced, execute and deliver any certificate or other
		instrument furnished to it required in order to terminate the replaced Initial
		Credit Facility, shall surrender the replaced Initial Credit Facility to the
		Initial Credit Facility Provider being replaced and shall execute and deliver
		the Replacement Credit Facility, (y) each of the parties hereto shall
		enter into any amendments to this Indenture, the Guarantor Indenture and any
		other Related Documents necessary to give effect to (1) the replacement of
		the applicable Initial Credit Facility Provider with the applicable Replacement
		Credit Facility Provider and (2) the replacement of the applicable Initial
		Credit Facility with the applicable Replacement Credit Facility and
		(z) such Replacement Credit Facility Provider shall be deemed to be an
		Eligible Provider with the rights and obligations of the Initial Credit
		Facility Provider hereunder and under the other Related Documents and such
		Replacement Credit Facility shall be deemed to be an Eligible Credit Facility
		(and, if so designated by a Board Resolution and Guarantor Board Resolution,
		deemed to be the Initial Credit Facility) hereunder and under the other Related
		Documents.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		(f) Credit Facility Reserve Account; Withdrawals;
		Investments. All amounts drawn under
		the Initial Credit Facility by the Cash Manager pursuant to Section 3.12(c),
		3.12(d) or 3.12(i) hereof shall be deposited by the Cash Manager into the
		Credit Facility Reserve Account. All amounts on deposit in the Credit Facility
		Reserve Account, including any amount deposited in accordance with
		clause (iv) of Section 3.08(a) hereof, shall be invested and
		reinvested in accordance with Section 3.02 hereof. Upon a request by the
		Initial Credit Facility Provider, the Cash Manager shall provide the Initial
		Credit Facility Provider with the amount of Investment Earnings held in the
		Credit Facility Reserve Account as of the applicable date of determination. On
		each Payment Date, the Cash Manager shall direct the Operating Bank to pay to
		the Initial Credit Facility Provider all Investment Earnings on amounts on
		deposit in the Credit Facility Reserve Account. Amounts on deposit in the
		Credit Facility Reserve Account shall be withdrawn by or at the direction of
		the Cash Manager under the following circumstances:
	 

	 
		(i) in accordance with Section 3.01(o)
		hereof;
	 

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

	 
		(iii) if a Replacement Credit Facility is
		established following the date on which funds have been deposited into the
		Credit Facility Reserve Account, the Cash Manager shall direct the Operating
		Bank to withdraw, upon Written Notice from the Cash Manager, all amounts on
		deposit in the Credit Facility Reserve Account and shall pay such amounts to
		the replaced Initial Credit Facility Provider until all Credit Facility
		Obligations owed to such Person shall have been paid in full, and shall deposit
		any remaining amount in the Collections Account; 
	 

	 
		(iv) upon the payment in full of the
		Outstanding Principal Balance of, and accrued and unpaid interest on, the ACS
		Group Subclass A-1 Securities, the Cash Manager shall direct the Operating Bank
		to withdraw, upon Written Notice from the Cash Manager, all amounts from the
		Credit Facility Reserve Account and pay such amounts to the Initial Credit
		Facility Provider until all Credit Facility Obligations owed to such Initial
		Credit Facility Provider have been paid in full, and shall deposit any
		remaining amount in the Collections Account; and
	 

	 
		(v) 15 days after the Final Maturity Date
		with respect to the ACS Group Subclass A-1 Securities, the Operating Bank shall
		withdraw, upon Written Notice from the Cash Manager, all amounts on deposit in
		the Credit Facility Reserve Account and pay such amounts to the Initial Credit
		Facility Provider until all Credit Facility Obligations owed to such Person
		shall have been paid in full, and shall deposit any remaining amount in the
		Collections Account.
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		shall have occurred and be continuing or (y)
		a Downgrade Drawing, Non-Extension Drawing or Final Drawing shall have
		occurred. 
	 

	 
		(h) Reimbursement.
		The amount of each Credit Facility Drawing under the Initial Credit Facility
		and any amounts withdrawn from the Credit Facility Reserve Account following a
		Downgrade Drawing, Non-Extension Drawing or a Final Drawing shall be due and
		payable, together with interest thereon, on the dates and at the rates,
		respectively, provided in the Initial Credit Facility but only to the extent
		that Available Collections are sufficient to pay such amounts in the order of
		priority set forth in Section 3.08 hereof.
	 

	 
		(i) Final Drawing.
		Upon receipt from the Initial Credit Facility Provider of a Termination Notice
		with respect to the Initial Credit Facility, the Cash Manager shall, not later
		than the date specified in such Termination Notice, in accordance with the
		terms of the Initial Credit Facility, request a drawing under the Initial
		Credit Facility of the Available Amount thereunder (a “Final Drawing”). Proceeds of a Final Drawing shall be deposited
		into the Credit Facility Reserve Account for application in accordance with
		Section 3.12(f) hereof. 
	 

	 
		(j) Initial Credit Facility Provider Consent. To the extent that the Initial Credit Facility
		Provider’s consent or approval (including with respect to any amendment)
		is required under this Indenture, the Guarantor Indenture or any other Related
		Document, such consent is not required in the event that (x) no ACS Group
		Subclass A-1 Securities are Outstanding and (y) no Credit Facility Advance
		Obligations are due and owing to the Initial Credit Facility Provider (and, in
		the case of the issuance of ACS Group Additional Securities, if any, an Initial
		Credit Facility Non-Consent Event has occurred).
	 

	 
		Section 3.13 Eligible Credit Facilities. Notwithstanding Section 3.08 hereof,
		Article X hereof, or anything else to the contrary contained in the
		Indenture, Guarantor Indenture or the Security Trust Agreement, all amounts
		available in any Cash Collateral Account or drawn against any other Eligible
		Credit Facility (other than the Initial Credit Facility) shall be paid to
		Holders of the subclass of ACS Group Securities (and holders of other
		obligations) for whose benefit such Eligible Credit Facility is stated to be
		established except to the extent otherwise provided in the Board Resolutions
		and Guarantor Board Resolutions providing for such Eligible Credit
		Facility.
	 

	 
		Section 3.14
		The Policy. The Policy Provider shall issue a Policy in favor of
		the Drawing Agent for the benefit of the holders of the Certificates, and the
		following shall apply to the Policy and the Certificates subject
		thereto:
	 

	 
		(a) Interest Drawings. If the Cash Manager determines that there is an
		Interest Shortfall with respect to any Regular Distribution Date (other than
		the Legal Final Distribution Date and the date of the Final Policy Election) in
		respect of the Certificates (calculated as provided in Section 3.06(i) hereof),
		the Cash Manager shall, prior to 12:00 p.m. (New York City time) on the third
		Business Day prior to such Regular Distribution Date, instruct the Drawing
		Agent to request and the Drawing Agent shall, no later than 12:00 p.m. (New
		York City time) on the second Business Day prior to such Regular Distribution
		Date, request a Policy Drawing under the Policy (for payment into the
		Certificate Account) in an amount equal to such Interest Shortfall (each, an
		“Interest Drawing”). Any request received after 12:00 p.m. (New York
		City time) on any Business Day or any day that is not a Business Day shall be
		deemed to have been 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		received by the Policy Provider on the next
		Business Day. Upon receipt of any such request for a Policy Drawing, the Policy
		Provider or its fiscal agent shall pay, no later than 12:00 p.m. (New York City
		time) on the later of (i) the applicable Regular Distribution Date and (ii) the
		second Business Day following the Business Day on which the Policy Provider
		received the Drawing Agent’s request referred to above, into the
		Certificate Account, the amount of the Interest Shortfall with respect to such
		Regular Distribution Date. Upon receipt, the Pass Through Trustee shall direct
		the payment of the amount in the Certificate Account to the holders of the
		Certificates in payment of the Interest Shortfall therefor.
	 

	 
		(b) Proceeds Deficiency Drawing. If at any time after the Acceleration of the
		Securities, there is a sale or other disposition of an ACS Group Aircraft (not
		including any ACS Group Aircraft acquired by way of contribution) or of an ACS
		Group Subsidiary that owns an ACS Group Aircraft (not including any ACS Group
		Aircraft acquired by way of contribution) by, on behalf of or at the direction
		of the Controlling Party, and there is a Deficiency Shortfall resulting
		therefrom (calculated as provided in Section 3.06(i)(ii)), the Cash Manager
		shall, prior to 12:00 p.m. (New York City time) on the third Business Day prior
		to the next succeeding Regular Distribution Date, instruct the Drawing Agent to
		request and the Drawing Agent, no later than 12:00 p.m. (New York City time) on
		the second Business Day prior to such Regular Distribution Date, shall request
		a Policy Drawing (each a “Deficiency Drawing”) under the Policy in an amount equal to the
		Deficiency Shortfall (for payment into the Certificate Account) with respect to
		such Regular Distribution Date. Any request received after 12:00 p.m. (New York
		City time) on any Business Day or any day that is not a Business Day shall be
		deemed to have been received by the Policy Provider on the next Business Day.
		Upon receipt of any such request, the Policy Provider or its fiscal agent
		shall, no later than 12:00 p.m. (New York City time) on the later of (i) the
		applicable Regular Distribution Date and (ii) the second Business Day following
		the Business Day on which the Policy Provider received the Drawing Agent’s
		request referred to above, pay under the Policy, in respect of the
		Certificates, an amount equal to the Deficiency Shortfall for the Certificates
		with respect to such Regular Distribution Date. Upon receipt, the Pass Through
		Trustee shall direct the payment of the amount in the Certificate Account to
		the holders of the Certificates in payment of the Deficiency Shortfall
		therefor. 
	 

	 
		 (c) No Proceeds Drawing. If, on any Calculation Date (other than the
		Calculation Date occurring immediately prior to the Legal Final Distribution
		Date of the Certificates) falling on or after the date that is 24 months after
		the date of the occurrence of an Event of Default under Section 4.01(a) or
		Section 4.01(b) hereof or an Acceleration of the Securities (the
		“Non-Performance
		Period”), there is a Minimum
		Principal Shortfall in respect of the Certificates for the then next succeeding
		Regular Distribution Date (calculated as provided in Section 3.06(i)(iii)
		hereof), the Cash Manager shall, no later than 12:00 p.m. (New York City
		time) on the third Business Day prior to such Regular Distribution Date,
		instruct the Drawing Agent to request and the Drawing Agent shall, no later
		than 12:00 p.m. (New York City time) on the second Business Day prior to
		such Regular Distribution Date, request, a Policy Drawing (each, a
		“No Proceeds
		Drawing”) under the Policy (for
		payment into the Certificate Account) in an amount equal to the Minimum
		Principal Shortfall with respect to such Regular Distribution Date. Any request
		received after 12:00 p.m. (New York City time) on any Business Day or on
		any day that is not a Business Day shall be deemed to have been received by the
		Policy Provider on the next Business Day. Upon receipt of such request, the
		Policy Provider or its fiscal agent shall, no later than 12:00 p.m. (New
		York City time) on the later of (i) the applicable Regular 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Distribution Date and (ii) the second
		Business Day following the Business Day on which the Policy Provider receives
		the Drawing Agent’s request referred to above, pay under the Policy an
		amount equal to the Minimum Principal Shortfall with respect to such Regular
		Distribution Date. Upon receipt, the Pass Through Trustee shall direct the
		payment of the amount in the Certificate Account to the holders of the
		Certificates in payment of the Minimum Principal Shortfall therefor. 
	 

	 
		Notwithstanding the preceding paragraph,
		with respect to any Regular Distribution Date occurring on or after the date of
		the occurrence of an Event of Default with respect to the ACS Group Subclass
		A-1 Securities continuing on the date of a Final Policy Election, and the
		occurrence of the earlier of (x) the date of a Policy Drawing and (y) the fifth
		anniversary of the Initial Closing Date, the Policy Provider may, so long as a
		Policy Provider Default shall not have occurred and be continuing, elect (a
		“Final Policy
		Election”), upon at least four
		Business Days’ prior written notice to the Drawing Agent (with a copy to
		the Cash Manager and the Trustee), to pay on such Regular Distribution Date, an
		amount sufficient (after giving effect to the application of Available
		Collections in accordance with the applicable payment priorities set forth in
		Section 3.08 hereof, the application of any Credit Facility Drawings (or
		drawings under any Replacement Credit Facility) and the application of any
		withdrawals from the Credit Facility Reserve Account and/or withdrawals from
		the Senior Cash Collateral Account in accordance with the terms hereof) to pay
		the then Pool Balance of the Certificates, plus accrued and unpaid interest (at
		the Stated Rate of Interest for Certificates) thereon, for the period from the
		immediately preceding Regular Distribution Date to such Regular Distribution
		Date (any such amount to be paid by such Policy Provider, the
		“Outstanding
		Balance”). Upon receipt of any
		such notice, the Cash Manager shall (a) calculate the then Outstanding
		Balance for the Policy Provider and (b) prior to 12:00 p.m. (New York
		City time) on the third Business Day prior to such Regular Distribution Date,
		instruct the Drawing Agent to request, and the Drawing Agent shall request no
		later than 12:00 p.m. (New York City time) on the second Business Day prior to
		such Regular Distribution Date, a Policy Drawing from the Policy Provider in
		the amount of the then Outstanding Balance (for payment into the Certificate
		Account) for the Certificates. Upon receipt of any such request, the Policy
		Provider or its fiscal agent shall, no later than 12:00 p.m. (New York
		City time) on the later of (i) the applicable Regular Distribution Date
		and (ii) the second Business Day following the Business Day on which such
		Policy Provider receives the Drawing Agent’s request referred to above,
		pay under the Policy an amount equal to the Outstanding Balance. Upon receipt,
		the Pass Through Trustee shall direct the payment of the amount in the
		Certificate Account to the holders of the Certificates in payment of the
		Outstanding Balance therefor.
	 

	 
		(d) Final Policy Drawing. If the Cash Manager determines (calculated as provided
		in Section 3.06(i)(iv)) that on the Legal Final Distribution Date of the
		Certificates there will be insufficient funds available for the payment in full
		of the Final Amount with respect to the Certificates as of such date, the Cash
		Manager shall, prior to 12:00 p.m. (New York City time) on the third Business
		Day prior to such Legal Final Distribution Date, instruct the Drawing Agent to
		request, and the Drawing Agent shall, no later than 12:00 p.m. (New York City
		time) on the second Business Day prior to such Legal Final Distribution Date,
		request a Policy Drawing under the Policy (for payment into the Certificate
		Account) in an amount sufficient to pay the Final Amount with respect to the
		Certificates. Upon receipt of such request for a Policy Drawing, the Policy
		Provider or its fiscal agent shall, no later than 12:00 p.m. (New York City
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		time) on the later of (i) such Legal Final
		Distribution Date and (ii) the second Business Day following the Business Day
		on which the Policy Provider receives the Drawing Agent’s request referred
		to above, pay under and in accordance with the terms of the Policy, an amount
		sufficient to pay the Final Amount in respect of the Certificates. Any request
		received by the Policy Provider after 12:00 p.m. (New York City time) on any
		Business Day or on any day that is not a Business Day shall be deemed to have
		been received by the Policy Provider on the next Business Day. Upon receipt,
		the Pass Through Trustee shall direct the payment of the amount in the
		Certificate Account to the holders of the Certificates in payment of the Final
		Amount therefor.
	 

	 
		(e) Avoidance Drawings. If at any time the Drawing Agent shall have actual
		knowledge of the issuance of any Final Order, the Drawing Agent shall promptly
		give notice thereof to the Trustee, the Guarantor Trustee, the Cash Manager and
		the Policy Provider. The Cash Manager shall thereupon determine the Avoided
		Payment with respect to the Certificates resulting therefrom and shall
		promptly: (i) send to the Drawing Agent a Written Notice of such amount
		and (ii) prior to the expiration of the Policy, instruct the Drawing Agent
		to, and the Drawing Agent shall, deliver to the Policy Provider or its fiscal
		agent a Notice of Avoided Payment under the Policy, together with a copy of the
		documentation required by the Policy with respect thereto, requesting a Policy
		Drawing (each, an “Avoidance
		Drawing”) thereunder (for payment
		to the receiver, conservator, debtor-in-possession, trustee in bankruptcy or
		the Drawing Agent (for deposit into the Certificate Account), as applicable),
		in an amount equal to the amount of the relevant Avoided Payment. To the extent
		that any portion of such Avoidance Drawing is to be paid to the Drawing Agent
		such Written Notice shall also set the date for the distribution of such
		portion of the proceeds of such Policy Drawing which date shall constitute a
		Special Distribution Date and shall be the third Business Day following the
		date of such Written Notice referred to in clause (b) above. Upon receipt, the
		Drawing Agent shall pay the proceeds of the specified Policy Drawing under the
		Policy to the Certificate Account and the Pass Through Trustee shall direct the
		payment of such amount in the Certificate Account to the holders of the
		Certificates.
	 

	 
		(f) Application of Policy Drawings. Notwithstanding anything to the contrary contained in
		this Indenture, all payments received by the Drawing Agent or the Pass Through
		Trustee in respect of a Policy Drawing (including, without limitation, that
		portion, if any, of the proceeds of a Policy Drawing for any Avoided Payment
		that is to be paid to the Drawing Agent and not to any receiver, conservator,
		debtor-in-possession or trustee in bankruptcy as provided in the Policy) shall
		be promptly paid to the holders of the Certificates. 
	 

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

	 
		(h) No Discharge of the Issuer’s
		Obligations. Except to the extent
		reimbursed to the Policy Provider, the payment of principal of and interest on
		the Certificates with funds drawn under the Policy shall not reduce the
		Outstanding Principal Balance of, or interest due, on the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		ACS Group Class A Securities, or be deemed
		to discharge the Issuer’s obligation to repay such funds drawn under the
		Policy to the Policy Provider, which obligation shall continue in full force
		and effect.
	 

	 
		(i) Interest Coverage. The interest payable by the Policy Provider under the
		Policy shall include interest accruing during the pendency of any bankruptcy,
		insolvency, receivership or other similar proceeding, regardless of whether
		allowed or allowable in such proceeding. The interest payable by the Policy
		Provider under the Policy shall not include any Redemption Premium on the
		Notes.
	 

	 
		(j) Policy Provider Consent. The Policy Provider agrees that to the extent its
		consent or approval (including with respect to any amendment) is required under
		this Indenture or any other Related Document, such consent is not required in
		the event that (x) a Policy Non-Consent Event has occurred and is
		continuing or, in the case of any issuance of any Additional Notes or
		Refinancing Notes, a Policy Non-Consent Event will occur in connection
		therewith or (y) in the case of any consent required under
		Section 5.03, a Policy Provider Default has occurred and is continuing. If
		the Policy Provider fails to provide any party hereto with a written response
		with respect to any request for approval (x) to perform maintenance or
		modifications to any Aircraft if such maintenance or modification is required
		in connection with the remarketing of such Aircraft, (y) to acquire a
		replacement Part or Engine by any ACS Group Member for purposes of remarketing
		an Aircraft or (z) in connection with any action that would cause the ACS Group
		Portfolio to exceed any of the Concentration Limits so long as a Rating Agency
		Confirmation from Moody’s has been obtained in connection therewith,
		within the time indicated by the Issuer or such Remarketing Servicer in its
		proposal or, in any event, not less than fifteen Business Days after receipt of
		such proposal (which proposal shall be in writing and contains a legend stating
		that the Policy Provider’s consent shall be deemed to have been provided
		unless a response is received from the Policy Provider within fifteen Business
		Days of receipt thereof) by the Policy Provider, the Policy Provider shall be
		deemed to have approved such proposal, provided that,
		in connection with any such proposal, the Issuer or a Remarketing Servicer on
		its behalf has promptly provided all information with respect to such proposal
		reasonably requested by the Policy Provider. If the Issuer or the Remarketing
		Servicer has not provided the Policy Provider with such requested information
		promptly then the Policy Provider shall not be deemed to have consented to such
		proposal.
	 

	 
		(k) Release of Policy Provider. Notwithstanding anything to the contrary herein, and
		for the avoidance of doubt, if the Policy is terminated and surrendered to the
		Policy Provider for cancellation, all obligations of the Policy Provider under
		this Indenture (including, but not limited to, all obligations set forth in
		this Section 3.14) shall be terminated and released.
	 

	 
		Section 3.15 Contributions.
		In the event that the amounts available for distribution under
		Section 3.08 hereof and from any Eligible Credit Facility are insufficient
		to pay in full any of the Secured Obligations or any other Obligations, the
		Issuer or Guarantor may, out of funds provided to it by a Holder of a Class E
		Security or a Shareholder (and not out of any amounts in the Collections
		Account or any other Account or any other Collateral), pay such shortfall with
		respect to such Obligations on the applicable Payment Date by giving Written
		Notice of its intention to do so (specifying the amount thereof) to the Cash
		Manager and the Trustee at least two Business Days prior to such Payment Date
		by transferring funds in such amount (the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Contribution Amounts”) to the Trustee one Business Day prior to such
		Payment Date for deposit into the applicable Account. All Contribution Amounts
		so deposited shall (a) be paid out of such Account to the applicable Person or
		transferred to the applicable Account notwithstanding Section 3.08 hereof
		Article X hereof or anything else to the contrary contained in this
		Indenture or the Security Trust Agreement and (b) not constitute an obligation
		or debt of the Issuer.
	 

	 
		Section 3.16
		DSCR Failure. In the event that the Cash Manager determines, in
		accordance with Section 3.06(c) hereof, that a DSCR Failure for the related
		Payment Date will occur, it shall provide Written Notice thereof (not later
		than two Business Days prior to such Payment Date) to the Issuer, the
		Guarantor, the Administrative Agent, the Trustees, the Pass Through Trustee,
		the Policy Provider and the Rating Agencies. Following the occurrence of a DSCR
		Failure, all proceeds on deposit in the Collections Account shall be applied in
		accordance with Section 3.08(b) hereof.
	 

	 
		ARTICLE IV
	 

	 
		 
	 

	 
		DEFAULT AND REMEDIES
	 

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

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

	 
		 (b) failure by the Issuer or Guarantor to
		pay when due principal of any Security of such subclass on or before the
		applicable Final Maturity Date; 
	 

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

	 
		(d) failure of any of the representations or
		warranties of the Issuer under this Indenture to be true and correct or failure
		by the Issuer to comply with any of the covenants, obligations, conditions or
		provisions binding on it under this Indenture or any of the Securities (other
		than a payment default for which provision is made in Section 4.01(a), (b)
		or (c) above), if such failure or such breach materially adversely affects the
		Holders of such subclass of Securities and continues for a period of 30 days or
		more (or, if such failure or breach is capable of remedy within 90 days (or in
		the case of a breach or failure with respect to a covenant contained in Section
		5.03, 180 days) of the date of the written notice referred to below and the
		Administrative Agent has promptly provided the Trustee with a certificate
		stating that the Issuer has 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		commenced, or will promptly commence, and
		diligently pursue all reasonable efforts to remedy such failure or breach, 90
		days (or 180 days, as applicable), so long as the Issuer or any ACS Bermuda
		Subsidiary is diligently pursuing such remedy but in any event no longer than
		90 days (or 180 days, as applicable)) after written notice thereof has been
		given to the Issuer by the Controlling Party or by the Holders of at least a
		majority of the aggregate Outstanding Principal Balance of the Securities of
		the Senior Class;
	 

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

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

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(i) an Event of Default (as defined in the
		Guarantor Indenture) has occurred and is continuing under the Guarantor
		Indenture.
	 

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

	 
		Section 4.02 Acceleration, Rescission and Annulment. (a) If an Event of Default with respect to the Senior
		Class (including the Class A-1 Securities so long as any Class A-1 Securities
		are outstanding and the Policy Non-Consent Event has not occurred) or any
		subclass thereof (other than an Event of Default under Section 4.01(e) or
		(f) hereof) occurs and is continuing, the Controlling Party may, and (if the
		Controlling Party is the Senior Trustee) upon the written direction of Holders
		representing not less than a majority of the aggregate Outstanding Principal
		Balance of the Senior Class shall give a Default Notice to the Issuer, the Cash
		Manager, the Administrative Agent, the Security Trustee, the Guarantor, the
		Trustee, the Guarantor Trustee, and the Pass Through Trustee declaring the
		Outstanding Principal Balance of the Securities and all accrued and unpaid
		interest thereon to be due and payable. If the Controlling Party is the Policy
		Provider or the Initial Credit Facility Provider, only it may give a Default
		Notice. Upon delivery of a Default Notice, such Outstanding Principal Balance
		and all accrued and unpaid interest thereon shall be due and payable. At any
		time after the Controlling Party has declared the Outstanding Principal Balance
		of the Securities to be due and payable and prior to the exercise of any other
		remedies pursuant to this Article IV, the Controlling Party may (and if
		the Controlling Party is the Senior Trustee, upon the written direction of
		Holders of a majority of the aggregate Outstanding Principal Balance of the
		Senior Class shall) by Written Notice to the Issuer, the Senior Trustee (if not
		the Controlling Party), the provider of any Eligible Credit Facility (if not
		the Controlling Party), the Cash Manager, the Administrative Agent, the
		Security Trustee and the Trustee, subject to Section 4.05(a) hereof,
		rescind and annul such declaration and thereby annul its consequences if: (i)
		there has been paid to or deposited with the Senior Trustee an amount
		sufficient to pay all overdue installments of interest on the Securities, and
		the principal or Redemption Price of the Securities that would have become due
		otherwise than by such declaration of acceleration, (ii) the rescission or
		annulment would not conflict with any judgment or decree and (iii) all other
		Defaults and Events of Default, other than nonpayment of interest and principal
		on the Securities that have become due solely because of such acceleration,
		have been cured or waived. If the Controlling Party is the Policy Provider or
		the Initial Credit Facility Provider it may give a notice of annulment. If an
		Event of Default under Section 4.01(e) or (f) hereof occurs, the
		Outstanding Principal Balance of the Securities and all accrued and unpaid
		interest thereon shall automatically become due and payable without any further
		action by any party.
	 

	 
		(b) Notwithstanding this Section 4.02 and
		Section 4.03 hereof, after the occurrence and during the continuation of an
		Event of Default, no Holders of any class of Securities other than the Senior
		Class may give or direct the giving of a Default Notice or exercise or direct
		the exercise of any remedy in respect of such Event of Default, and no Person
		other than the Controlling Party may give a Default Notice or exercise any such
		remedy.
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		Section 4.04 Limitation on Suits. Without limiting the provisions of Section 4.09
		hereof and the final sentence of Section 13.04(a) hereof, no Holder shall have
		any right to institute any proceeding, judicial or otherwise, with respect to
		this Indenture, the Security Trust Agreement or the Securities, or for the
		appointment of a receiver or trustee, or for any other remedy hereunder,
		unless:
	 

	 
		(a) the Senior Trustee is the Controlling
		Party;
	 

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

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

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

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

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

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

	 
		Section 4.05 Waiver of Existing Defaults. (a) The Controlling Party or (if the Controlling Party
		is the Senior Trustee) the Holders of a majority of the Outstanding Principal
		Balance of the Senior Class by notice to the Senior Trustee and the Issuer may
		waive any existing Default hereunder and its consequences, except a Default:
		(i) in the deposit or distribution of any payment required to be made on
		any Securities, (ii) in the payment of the interest on, principal of or
		premium, if any, with respect to any Security or (iii) in respect of a
		covenant or provision hereof which under Article IX hereof cannot be
		modified or amended without the consent of the Holder of each Security affected
		thereby, which (in the case of such Defaults described in clauses (i), (ii) and
		(iii)) may not be waived. Upon any such waiver, such 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Default shall cease to exist, and any Event
		of Default arising therefrom shall be deemed to have been cured for every
		purpose of this Indenture, but no such waiver shall extend to any subsequent or
		other Default or impair any right consequent thereon. Each such notice of
		waiver shall also be given to each Rating Agency.
	 

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

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

	 
		Section 4.07 Remedies Cumulative. Each and every right, power and remedy herein given to
		the Trustee (or the Controlling Party) specifically or otherwise in this
		Indenture shall be cumulative and shall be in addition to every other right,
		power and remedy herein specifically given or now or hereafter existing at law,
		in equity or by statute, and each and every right, power and remedy whether
		specifically herein given or otherwise existing may be exercised from time to
		time and as often and in such order as may be deemed expedient by the Trustee
		(or the Controlling Party), and the exercise or the beginning of the exercise
		of any power or remedy shall not be construed to be a waiver of the right to
		exercise at the same time or thereafter any other right, power or remedy. No
		delay or omission by the Trustee (or the Controlling Party) in the exercise of
		any right, remedy or power or in the pursuance of any remedy shall impair any
		such right, power or remedy or be construed to be a waiver of any Default on
		the part of the Issuer or to be an acquiescence therein.
	 

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		ARTICLE V
	 

	 
		 
	 

	 
		REPRESENTATIONS, WARRANTIES AND COVENANTS
	 

	 
		Section 5.01 Representations and Warranties. The Issuer represents and warrants to the Trustee as
		follows:
	 

	 
		(a) Due Organization. The Issuer is a Bermuda exempted company, and each ACS
		Bermuda Subsidiary is a special purpose entity duly formed in its respective
		jurisdiction of formation, in each case with full power and authority to
		conduct its business; and none of the Issuer or any ACS Bermuda Subsidiary is
		in liquidation, examinership, bankruptcy or suspension of payments.
	 

	 
		(b) Special Purpose Status. The Issuer has not engaged in any activities since its
		organization (other than those incidental to its incorporation and other
		appropriate steps and arrangements for the payment of fees to, and
		director’s and officer’s insurance for, the Directors, the
		authorization and issuance of the Initial Securities, the execution of the
		Related Documents to which it is a party and the activities referred to in or
		contemplated by such agreements), and the Issuer has not paid any dividends or
		other distributions since its organization.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(c) Non-Contravention. The purchase of the Initial Aircraft and interests in
		the Initial Leases either directly or through the purchase of Aircraft
		Interests pursuant to the Purchase Agreement, the creation of the Initial
		Securities, the issuance, execution and delivery by the Issuer of, and the
		compliance by the Issuer with the terms of the Initial Securities, and the
		execution and delivery by each ACS Bermuda Group Member of, and compliance by
		it with the terms of each of the Related Documents to which it is a
		party:
	 

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

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

	 
		(d) Due Authorization. The purchase of the Initial Aircraft and interests in
		the Initial Leases, the creation, execution and issuance of the Initial
		Securities, the execution and issue or delivery by the Issuer and each ACS
		Bermuda Subsidiary of the Related Documents executed by it and the performance
		by each of them of their obligations hereunder and thereunder and the
		arrangements contemplated hereby and thereby to be performed by each of them
		have been duly authorized by each of them.
	 

	 
		(e) Validity and Enforceability. This Indenture constitutes, and the Related Documents
		to which it is a party, when executed and delivered and, in the case of the
		Initial Securities, when issued and authenticated, will constitute valid,
		legally binding and (subject to general equitable principles, insolvency,
		liquidation, examination, reorganization and other laws of general application
		relating to creditors’ rights or claims or the concepts of materiality,
		reasonableness, good faith and fair dealing) enforceable obligations of the
		Issuer and each ACS Bermuda Subsidiary executing the same.
	 

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

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

	 
		(h) No Consents. All
		consents, approvals, authorizations or other orders of all regulatory
		authorities required (excluding any required by the other parties to the
		Related Documents) for or in connection with the execution and performance of
		the Related Documents by the Issuer and each ACS Bermuda Subsidiary and the
		issue and performance of the Initial 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Securities and the offering of the Initial
		Securities by the Issuer has been obtained and are in full force and effect and
		not contingent upon fulfillment of any condition.
	 

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

	 
		(j) Employees, Subsidiaries. The Issuer and each ACS Bermuda Subsidiary have no
		employees. Set forth in Schedule 2 hereto is a true and complete list, as of
		the date hereof, of all ACS Bermuda Subsidiaries, together with their
		jurisdictions of organization.
	 

	 
		(k) Ownership. The
		Issuer or an ACS Bermuda Subsidiary is the legal and beneficial owner of the
		Pledged Shares, the Pledged Debt, the Pledged Beneficial Interest and the
		Non-Trustee Accounts pledged by the Issuer or any such ACS Bermuda Subsidiary
		pursuant to the Security Documents, free from all Encumbrances and claims
		whatsoever other than Permitted Encumbrances.
	 

	 
		(l) No Filings.
		Under the laws of Bermuda, the State of New York and the Federal laws of the
		United States of America in force at the date hereof, it is not necessary or
		desirable that this Indenture or any Related Document to which an ACS Bermuda
		Subsidiary is a party (other than any filings with respect to the Security
		Interests) be filed, recorded or enrolled with any court or other authority in
		any such jurisdictions or that any stamp, registration or similar tax be paid
		on or in relation to this Indenture or any of the other Related Documents,
		other than the payment of Irish stamp duty in respect of the Security Trust
		Agreement.
	 

	 
		(m) Aircraft Assets.
		Schedule 1 contains a true and complete list of all Aircraft constituting the
		Initial Aircraft as of the Initial Closing Date and each Person within the ACS
		Group that will own such Initial Aircraft as of the applicable Delivery Date.
		Except as otherwise set forth therein, once each Initial Aircraft listed in
		Schedule 1 has been delivered under the ACS Group Purchase Agreement, each
		Person within the ACS Group listed as an owner of an Aircraft on such Schedule
		will have such title to such Aircraft as was conveyed to such Person, free and
		clear of all liens created by or through such Person other than the lien
		arising out of the entering into of the Initial Lease in respect of such
		Aircraft.
	 

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Related Documents referred to in Schedule
		5.01(b) of the Remarketing Services Agreements except as disclosed therein.
		
	 

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

	 
		(p) Insurance. Each
		Lessee under an Initial Lease carries War Risk Coverage in an amount at least
		equal to the Current War Risk Coverage Amount set forth in Schedule 6 hereto
		with respect to such Lessee.
	 

	 
		Section 5.02
		General Covenants. The Issuer covenants with the Trustee as
		follows:
	 

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

	 
		(b) Limitation on Encumbrances. The Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to, create, Incur, assume or suffer to exist any mortgage,
		pledge, lien, encumbrance, charge or security interest (in each case, an
		“Encumbrance”), including, without 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		limitation, any conditional sale, any sale
		with recourse against any ACS Bermuda Subsidiary or any Affiliate of any ACS
		Bermuda Subsidiary, or any agreement to give any security interest over or with
		respect to any of the Issuer’s or any ACS Bermuda Subsidiary’s assets
		(other than the segregation of the Segregated Funds) including, without
		limitation, all shares of capital stock, all beneficial interests in trusts,
		all ordinary shares and preferred shares and any options, warrants and other
		rights to acquire such shares or beneficial interests (“Ownership Interest”) and any Indebtedness of any ACS Bermuda
		Subsidiary held by the Issuer or any ACS Bermuda Subsidiary.
	 

	 
		Notwithstanding the foregoing, the Issuer
		may create, Incur, assume or suffer to exist (i) any Permitted
		Encumbrance, (ii) any security interest created or required to be created
		under the Security Documents, (iii) Encumbrances over rights in or derived
		from Leases, upon prior written consent of the Policy Provider and receipt of a
		Rating Agency Confirmation (provided that
		any transaction or series of transactions resulting in such Encumbrance, taken
		as a whole, does not materially adversely affect the amount of Collections that
		would have been received by the Issuer and any other ACS Bermuda Group Member
		from such Lease had such Encumbrance not been created), (iv) any other
		Encumbrance the validity or applicability of which is being contested in good
		faith in appropriate proceedings by the Issuer or any ACS Bermuda Subsidiary,
		(v) any Encumbrance in connection with any transfer of title to or Lease
		of Aircraft (A) to or in favor of a trust or an entity (which, in either
		case, is not an ACS Group Member) for the purpose of registering the Aircraft
		under the laws of an applicable jurisdiction so long as, however, the Issuer or
		any ACS Bermuda Subsidiary retains the beneficial or economic ownership of the
		Aircraft or (B) from such trust or entity to the Issuer or an ACS Bermuda
		Subsidiary (subject in the case of this subclause (v) to the limitations set
		forth in subclause (vi) of Section 5.02(g) below), and (vi) any lien
		created in favor of the issuer of a surety bond, letter of credit or similar
		instrument to be obtained by the Issuer or any ACS Bermuda Subsidiary in
		connection with the repossession of an Aircraft or other enforcement action
		under a Lease.
	 

	 
		For purposes of this Indenture,
		“Affiliate” means, with respect to any Person, any other
		Person that, directly or indirectly, Controls, is Controlled by or is under
		common control with, such Person or is a director or officer of such Person;
		“Control” of a Person means the possession, direct or
		indirect, of the power to direct or cause the direction of the management and
		policies of such Person, whether through the ownership of voting Ownership
		Interest, by contract or otherwise. For the avoidance of doubt, each ACS Group
		Member shall be an “Affiliate” of each other ACS Group Member. For
		the purposes of this Indenture, “Permitted Encumbrance” means (i) any lien for Taxes not yet due and
		payable or which are being contested in good faith by appropriate proceedings;
		(ii) in respect of any Aircraft, any lien of a repairer, carrier or hangar
		keeper arising in the ordinary course of business by operation of law or any
		engine or parts-pooling arrangements or other similar lien; (iii) any
		permitted lien or encumbrances on any Aircraft, Engines or Parts as defined
		under any Lease thereof (other than liens or encumbrances created by the
		relevant lessor); (iv) any lien created by or through or arising from debt
		or liabilities or any act or omission of any Lessee in each case either in
		contravention of the relevant Lease (whether or not such Lease has been
		terminated) or without the consent of the relevant lessor (provided that if
		such lessor becomes aware of any such lien, it shall use commercially
		reasonable efforts to have any such lien lifted); (v) any head lease,
		lease, conditional sale agreement, the Fed Ex Purchase Agreement or Purchase
		Option under the Initial 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Lease of any Initial Aircraft existing on
		the date of acquisition of such Aircraft or otherwise existing on the relevant
		Closing Date or Aircraft Agreement meeting the requirements of
		clause (iii) or (v) of the second paragraph of Section 5.02(g)
		hereof; (vi) any lien for air navigation authority, airport tending, gate
		or handling (or similar) charges or levies; (vii) any lien created in
		favor of the Issuer, any ACS Bermuda Subsidiary or the Security Trustee;
		(viii) any Encumbrance arising under an Eligible Credit Facility or a
		Conversion Agreement; and (ix) any other lien not referred to in
		clauses (i) through (viii) of this paragraph which would not adversely
		affect the owner’s rights provided that
		the amount secured by liens under this clause (ix) does not exceed,
		individually, $250,000 per Aircraft or, in the aggregate, 0.25% of the Initial
		Appraised Value of the ACS Group Portfolio.
	 

	 
		(c) Limitation on Restricted Payments. The Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to (i) purchase, redeem, retire or otherwise acquire for
		value any shares of Ownership Interest in the Issuer, the Guarantor, any ACS
		Bermuda Subsidiary or ACS Bermuda Subsidiary held by or on behalf of Persons
		other than the Issuer or any ACS Bermuda Subsidiary or other ACS Group Member
		other than as provided in Sections 2.12 and 5.02(l)(ii)(B) hereof; (ii) make
		any payment of principal, interest or premium, if any, on the Securities or
		make any voluntary or optional repurchase, defeasance or other acquisition or
		retirement for value of Indebtedness of the Issuer or such ACS Bermuda
		Subsidiary that is not owed to the Issuer, the Guarantor, such ACS Bermuda
		Subsidiary or such ACS Bermuda Subsidiary or other ACS Group Member other than
		in accordance with Articles II, III and XII hereof, the Policy Provider
		Documents and otherwise provided for in the Related Documents; provided that
		the Issuer or any of its Affiliates may repurchase, defease or otherwise
		acquire or retire any of the Securities other than from the Available
		Collections so long as any new notes of the Issuer issued in connection with
		such transaction rank pari
		passu with the Securities being
		repurchased, defeased, acquired or retired and the Board shall determine that
		such action does not materially adversely affect the Holders and shall have
		obtained prior written consent of the Policy Provider and a Rating Agency
		Confirmation with respect thereto or (iii) make any Investments (other than
		Permitted Account Investments, Allowed Restructurings, Investments permitted
		under Section 5.02(e) hereof and Investments in any ACS Bermuda Group
		Member and any other ACS Group Member pursuant to the Purchase Agreement or a
		Permitted Additional Aircraft Acquisition; provided that
		written notification of the organization or acquisition of each such ACS
		Bermuda Group Member shall have been given to the Policy Provider and the
		Initial Credit Facility Provider).
	 

	 
		The term “Investment”
		for purposes of the above restriction means any loan or advance to a Person,
		any purchase or other acquisition of any beneficial interest, capital stock,
		warrants, rights, options, obligations or other securities of such Person, any
		contribution to such Person or any other Investment in such Person. For the
		avoidance of doubt, “Investment” shall not include any obligation of
		a purchaser of an Aircraft to make deferred or installment payments pursuant to
		any Aircraft Agreement specified in (iii) or (v) of the second paragraph of
		Section 5.02(g) hereof so long as the ACS Bermuda Group retains a security
		interest in the relevant Aircraft until all such obligations are discharged and
		shall not include any payment owing to a Lessee.
	 

	 
		(d) Limitation on Restrictions on Dividends and Other
		Payments. The Issuer shall not, and
		shall not permit any ACS Bermuda Subsidiary to, create or otherwise suffer to
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		exist any consensual encumbrance or
		restriction of any kind on the ability of any ACS Bermuda Subsidiary to
		(i) declare or pay dividends or make any other distributions permitted by
		Applicable Law, or purchase, redeem or otherwise acquire for value, the
		Ownership Interest of the Issuer or such ACS Bermuda Subsidiary, as the case
		may be; (ii) pay any Indebtedness owed to the Issuer or such ACS Bermuda
		Subsidiary; (iii) make loans or advances to the Issuer or such ACS Bermuda
		Subsidiary; or (iv) transfer any of its property or assets to the Issuer or any
		other ACS Bermuda Subsidiary.
	 

	 
		The foregoing provisions shall not restrict
		any consensual encumbrances or other restrictions: (i) existing on the Initial
		Closing Date or, in the case of any Aircraft, the Acquisition Date of such
		Aircraft, under any Related Document, and any amendments, extensions,
		refinancings, renewals or replacements of such documents; provided that such consensual encumbrances and restrictions in
		any such amendments, extensions, refinancings, renewals or replacements are no
		less favorable in any material respect to the Holders than those previously in
		effect and being amended, extended, refinanced, renewed or replaced; or
		(ii) in the case of clause (iv) of the preceding paragraph, that
		restrict in a customary manner the subletting, assignment or transfer of any
		property or asset that is a lease, license, conveyance or contract or similar
		property or asset.
	 

	 
		(e) Limitation on Engaging in Business
		Activities. The Issuer shall not, and
		shall not permit any ACS Bermuda Subsidiary to, engage in any business or
		activity other than: 
	 

	 
		(i) purchasing or otherwise acquiring
		(subject to Section 5.02(h) hereof), owning, holding, converting,
		maintaining, modifying (subject to Section 5.02(i) hereof), managing,
		operating, leasing, re-leasing and, subject to the limitations set forth in
		Section 5.02(g) hereof, selling or otherwise disposing of the Aircraft and
		entering into all contracts and engaging in all related activities incidental
		thereto, including from time to time accepting, exchanging, holding or
		permitting any ACS Bermuda Subsidiary to accept, exchange, sell or hold
		promissory notes, contingent payment obligations or equity interests, of
		Lessees or their Affiliates issued in connection with the bankruptcy,
		reorganization or other similar process, or in settlement of delinquent
		obligations or obligations anticipated to be delinquent, of such Lessees or
		their respective Affiliates in the ordinary course of business (an
		“Allowed
		Restructuring”);
	 

	 
		(ii) providing loans to, guaranteeing or
		otherwise supporting the obligations and liabilities of any ACS Bermuda Group
		Member or any ACS Bermuda Group Member, in each case whether or not the Issuer
		or any ACS Bermuda Subsidiary derives a benefit therefrom so long as such
		loans, guarantees or other supports are provided in connection with the
		purposes set forth in clause (i) of this Section 5.02(e);
		provided that written notification shall have been given to each
		Rating Agency, the Policy Provider and the Initial Credit Facility Provider of
		such loan, guarantee or other support; provided that,
		no such notice shall be required for any guarantee provided by an ACS Bermuda
		Group Member with respect to any obligations of another ACS Bermuda Group
		Member or an ACS Ireland Group Member;
	 

	 
		(iii) financing or refinancing the business
		activities described in clause (i) of this Section 5.02(e) through the
		offer, sale and issuance of any securities of the Issuer 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		upon such terms and conditions as the Board
		sees fit, for cash or in payment or in partial payment for any property
		purchased or otherwise acquired by any ACS Bermuda Group Member;
	 

	 
		(iv) engaging in currency and interest rate
		exchange transactions for the purposes of avoiding, reducing, minimizing,
		hedging against or otherwise managing the risk of any loss, cost, expense or
		liability arising, or which may arise, directly or indirectly, from any change
		or changes in any interest rate or currency exchange rate or in the price or
		value of any of the Issuer’s or any ACS Bermuda Subsidiary’s property
		or assets, within limits and with providers specified by the Board Resolution
		providing therefor from time to time and submitted to the Rating Agencies, the
		Policy Provider and the Initial Credit Facility Provider, including dealings,
		whether involving purchases, sales or otherwise, in foreign currency, spot and
		forward interest rate exchange contracts, forward interest rate agreements,
		caps, floors and collars, futures, options, hedges and any other currency,
		interest rate and other similar hedging arrangements and such other instruments
		as are similar to, or derivatives of, any of the foregoing; provided, that,
		from and after the expiry or termination of the Initial Hedge Agreements, the
		Issuer and the Guarantor, collectively, shall enter into such hedging
		arrangements so as to result in at least 70% of their liabilities being hedged
		on a rolling three-year look-forward basis; provided,
		however, that the Issuer shall not, and shall not permit any
		ACS Bermuda Subsidiary to, enter into any such hedging arrangements or other
		instruments that (x) are not entered into solely for hedging interest rate or
		currency risks associated with the Securities and/or the Leases or (y) are not
		U.S. dollar-denominated interest rate hedges, hedges, currency hedges,
		Swaptions, caps or floors (except in instances where the hedging instrument is
		entered into substantially to hedge risks associated with non-U.S.
		dollar-denominated Aircraft Lease) without the prior written consent of the
		Policy Provider; provided
		further that the Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to (unless with respect to any action permitted under
		Section 5.02(g) and Section 5.02(j) with respect to disposition or transfer to
		another ACS Group Member), (A) terminate or transfer such hedging arrangements
		without the prior written consent of the Policy Provider and (B) enter into any
		Hedge Agreement after the Initial Closing Date without the prior written
		consent of the Policy Provider unless such Hedge Agreement contains the
		Material Hedge Agreement Terms that are no less favorable to the Issuer, any
		applicable ACS Bermuda Subsidiary and the Policy Provider than those contained
		in the Initial Hedge Agreements;
	 

	 
		(v) (A) establishing, promoting and aiding
		in promoting, constituting, forming or organizing companies, trusts,
		syndicates, partnerships or other entities of all kinds in any part of the
		world for the purposes set forth in clause (i) above; provided that
		written notification shall have been given to the Policy Provider and the
		Initial Credit Facility Provider that such company, trust, syndicate,
		partnership or other entity is set up in compliance with this Indenture;
		(B) acquiring, holding and disposing of shares, securities and other
		interests in any such trust, company, syndicate, partnership or other entity
		and (C) disposing of shares, securities and other interests in, or causing
		the dissolution of, any existing subsidiary; provided that
		any such disposition which results in the disposition of an Aircraft meets the
		requirements set forth in Section 5.02(g) hereof;
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		(vi) taking out, acquiring, surrendering and
		assigning policies of insurance and assurances with any insurance company or
		companies which the Issuer or any ACS Bermuda Subsidiary may think fit and to
		pay the premiums thereon; and
	 

	 
		(vii) engaging in the transactions
		contemplated by the Policy Provider Documents and the Initial Credit
		Facility.
	 

	 
		(f) Limitation on Indebtedness. The Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to, incur, create, issue, assume, guarantee or otherwise
		become liable for or with respect to, or become responsible for, the payment
		of, contingently or otherwise, whether present or future (in any such case, to
		“Incur”), Indebtedness.
	 

	 
		Notwithstanding the foregoing, the Issuer
		and any ACS Bermuda Subsidiary may Incur each and all of the following:
	 

	 
		(i) Indebtedness in respect of any Initial
		Securities issued on the Initial Closing Date or the guarantee of the Issuer in
		respect of the Guarantor Initial Securities issued on the Initial Closing
		Date;
	 

	 
		(ii) Indebtedness in respect of any
		Refinancing Securities or other Indebtedness described in the proviso to
		Section 5.02(c)(ii) hereof; provided that
		(A) the Certificates related to such Refinancing Securities or other
		Indebtedness receive ratings from the Rating Agencies at the close of such
		Refinancing or repurchase equal to or higher than those of the Certificates
		related to the subclass being refinanced or repurchased (determined at the date
		of Incurrence), (B) taking into account such Refinancing or repurchase, a
		Rating Agency Confirmation is obtained prior to such Refinancing or repurchase
		with respect to the Certificates related to each subclass of Securities
		Outstanding at such time, (C) the Issuer receives the prior written consent of
		each of the Policy Provider and the Initial Credit Facility Provider and
		(D) the net proceeds of any such Refinancing or other Indebtedness shall
		be applied only (x) to repay the Redemption Price of the subclass of
		Securities being so refinanced or repurchased plus the Refinancing Expenses
		relating thereto and pay any Policy Premium and Policy Redemption Premium (if
		any) due and unpaid to the Policy Provider, (y) to fund any Cash Collateral
		Account established for the related Refinancing Securities (up to the Required
		Amount therefor) and (z) for deposit into any Cash Collateral Account
		(including in connection with an increase in any Required Amount effected under
		this Indenture in connection with the issuance of such Refinancing
		Securities);
	 

	 
		(iii) Indebtedness in respect of guarantees
		by any ACS Bermuda Group Member that are in the ordinary course of the aircraft
		operating leasing business and within the reasonable commercial practice of a
		leading aircraft operating lessor;
	 

	 
		(iv) Indebtedness in respect of any
		Additional Securities the net proceeds of which are applied (A) in the case of
		any Additional Securities related to any Contribution Amounts only, for deposit
		into the Collections Account, (B) to finance a Permitted Additional Aircraft
		Acquisition, (C) to fund any Cash Collateral Account established for such
		Additional Securities (up to the Required Amount therefor), (D) for deposit
		into any Cash Collateral Account (including in connection with an increase in
		any Required Amount effected under this Indenture in connection with the
		issuance of such Additional Securities) and (E) to fund expenses related
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		thereto; provided that
		(w) a Rating Agency Confirmation is obtained prior to the Incurrence of such
		Indebtedness of Certificates related to Securities Outstanding at such time,
		(x) the Issuer receives the prior written consent of each of the Policy
		Provider (unless a Policy Non-Consent Event has occurred) and the Initial
		Credit Facility Provider (unless a Initial Credit Facility Non-Consent Event
		has occurred), (y) the net proceeds of such Indebtedness shall be applied
		only for the purposes specified above in this clause (iv) and
		(z) such Additional Securities will be cross-collateralized with all
		Secured Obligations by the Collateral under the Security Trust
		Agreement;
	 

	 
		(v) obligations to each Seller under each
		Acquisition Agreement and any related lease assignment and assumption
		agreements and obligations to Lessees and others under the documents related
		thereto, including any Indebtedness owed to any Lessee under any such agreement
		or the Lease with respect to maintenance contributions, redelivery condition
		adjustment payments or any other obligation to a Lessee incurred in the
		ordinary course of the aircraft operating leasing business and within the
		reasonable commercial practice of a leading aircraft operating lessor of the
		Issuer or any ACS Bermuda Subsidiary;
	 

	 
		(vi) obligations under any Conversion
		Agreement and any other documents related thereto entered into to consummate an
		Aircraft Conversion in accordance with Section 5.02(i) hereof;
	 

	 
		(vii) Indebtedness under any agreements
		between the Issuer or any ACS Bermuda Subsidiary and any other ACS Bermuda
		Group Member or other ACS Group Member (each, an “Intercompany Loan”); provided that
		such Indebtedness shall be evidenced in writing, which may be in electronic
		form, and, written notification shall have been given to each Rating Agency,
		the Policy Provider and the Initial Credit Facility Provider of the Incurrence
		of such Indebtedness on behalf of the Issuer;
	 

	 
		(viii) Indebtedness of the Issuer under any
		Eligible Credit Facility, provided that a
		Rating Agency Confirmation and the prior written consent of the Policy Provider
		and the Initial Credit Facility Provider is obtained prior to entering into an
		Eligible Credit Facility not in existence on the Initial Closing Date;
	 

	 
		(ix) Indebtedness required in connection
		with repossession of an Aircraft or any Engine;
	 

	 
		(x) Indebtedness in favor of the issuer of a
		surety, letter of credit or similar instrument to be obtained by Issuer or any
		ACS Bermuda Subsidiary in connection with the repossession or detention of an
		Aircraft or other enforcement action under a Lease; and
	 

	 
		(xi) Indebtedness of the Issuer under the
		Policy Provider Documents.
	 

	 
		For the purposes of this Indenture,
		“guarantee” means any obligation, contingent or otherwise, of
		any Person directly or indirectly guaranteeing any Indebtedness or other
		obligation of any other Person and, without limiting the generality of the
		foregoing, any obligation, direct or indirect, contingent or otherwise, of such
		Person (i) to purchase or pay (or advance or supply funds for the purchase or
		payment of) such Indebtedness or other obligation of such other Person or (ii)
		entered into for purposes of assuring in any other manner the obligee of such
		Indebtedness or other obligation of the payment thereof or to protect such
		obligee against
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		loss in respect thereof (in whole or in
		part); provided that the term “guarantee” shall not include
		endorsements for collection or deposit in the ordinary course of business. The
		term “guarantee” when used as a verb has a corresponding
		meaning.
	 

	 
		(g) Limitation on Aircraft Dispositions. The Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to, sell, transfer or otherwise dispose of any Aircraft or
		any interest therein other than as provided in the Bermudian Remarketing
		Services Agreement.
	 

	 
		In addition, and notwithstanding any
		provision of the Bermudian Remarketing Services Agreement, the Issuer and any
		ACS Bermuda Subsidiary shall only be permitted to sell, transfer or otherwise
		dispose of, directly or indirectly, (a) any Engine or Part purchased on the
		date such Aircraft is acquired, (b) any Engine or Part in connection with the
		replacement of such Engine or Part in accordance with the applicable Lease or
		otherwise in the ordinary course of business or (c) one or more Aircraft or an
		interest therein (i) pursuant to a Purchase Option, the Fed Ex Purchase
		Agreement or other agreements of a similar character existing with respect to
		the Initial Aircraft on the Initial Closing Date or, with respect to any
		Substitute Aircraft or Additional Aircraft, on the Closing Date therefor, (ii)
		within or among the Issuer and the ACS Bermuda Subsidiaries and other ACS Group
		Members without limitation, and among the Issuer and/or any other ACS Bermuda
		Group Member and any other ACS Group Member provided that no
		such sale, transferor or other disposition shall be made if such sale, transfer
		or disposition would materially adversely affect the Holders or the Policy
		Provider as confirmed by a certification of the Issuer; provided further
		that written notification shall have been given to each Rating Agency and the
		Policy Provider of such sale, transfer or disposition, (iii) pursuant to any
		Aircraft Agreement (including a Purchase Option); provided that
		such sale does not result in a Concentration Default and the net present value
		of the cash Net Sale Proceeds is not less than 107% of the Note Target Price;
		provided further that the number of Aircraft sold pursuant to this
		clause (iii) shall not exceed four for all of the ACS Group Members without the
		prior written consent of the Policy Provider, (iv) pursuant to receipt of
		insurance proceeds in connection with an event of loss, (v) pursuant to an
		Aircraft Agreement the net present value of the cash Net Sale Proceeds is less
		than 107% of the Note Target Price, provided that
		(with respect to this clause (v)), (x) in any one calendar year such
		sales do not exceed 10% of the Assumed Portfolio Value as of the first day of
		such calendar year of the ACS Group Portfolio as a whole for such calendar
		year, (y) the prior written consent of the Policy Provider is obtained and
		(z) such sale, transfer or disposition would not materially adversely affect
		the Holders or Policy Provider as confirmed by a certificate of the Issuer, or
		(vi) in connection with a transfer of title or another interest in an
		Aircraft (A) to or in favor of a trust or another entity which, in either
		case, is not an ACS Group Member for the purposes of registering the Aircraft
		under the laws of an applicable jurisdiction where the Issuer or an ACS Bermuda
		Subsidiary retains the beneficial or economic ownership of the Aircraft or
		(B) from such trust or entity to the Issuer or an ACS Bermuda Subsidiary,
		except that without the consent of the Policy Provider at any time not more
		than two Aircraft (exclusive of the Tombo Aircraft) may be subject to the
		arrangements described in this subclause (vi) and subclause (v) of the second
		paragraph of Section 5.02(b) hereof.
	 

	 
		For the purpose of this
		Section 5.02(g), the net present value of the cash Net Sale Proceeds of
		any sale, transfer or other disposition of any Aircraft means the present value
		of all payments received or to be received by the Issuer or any ACS Bermuda
		Subsidiary from the date of execution or option granting date, as the case may
		be, of the relevant Aircraft Agreement 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		through and including the date of transfer
		of title to such Aircraft, discounted back to the date of execution or option
		granting date, as the case may be, of such Aircraft Agreement at the weighted
		average cost of funds of the Issuer (based on the cost of funds represented by
		the Securities and taking into account any Hedge Agreements).
	 

	 
		(h) Limitation on Aircraft Acquisitions. The Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to, purchase or otherwise acquire any Aircraft other than
		the Initial Aircraft or any interest therein.
	 

	 
		Notwithstanding the foregoing, the Issuer
		may, and may permit any ACS Bermuda Subsidiary to, (A) purchase or otherwise
		acquire, directly or indirectly, Additional Aircraft from time to time (a
		“Permitted Additional Aircraft
		Acquisition”); provided that
		(i) no Event of Default shall have occurred and be continuing, (ii) the
		acquisition does not result in a Concentration Default, (iii) with respect to
		Additional Aircraft acquired by means of issuance of Additional Securities,
		Rating Agency Confirmation has been received and the prior written consent of
		each of the Policy Provider and the Initial Credit Facility Provider has been
		obtained, (B) purchase or otherwise acquire, directly or indirectly,
		(x) Remaining Aircraft pursuant to the Purchase Agreement or
		(y) Substitute Aircraft, provided that,
		with respect to Substitute Aircraft, each of a Rating Agency Confirmation and
		the prior written consent of the Policy Provider has been received and
		(C) so long as such acquisition does not result in a Default or a
		Concentration Default, acquire, as a contribution from a Holder of a Class E
		Security or a Shareholder an Additional Aircraft, provided that,
		the representations and warranties with respect to Aircraft set forth in
		Section 5.01 hereto shall be made on the date of such acquisition; and
		provided further that any such Additional Aircraft holds or is capable
		of holding a noise reduction certificate issued under Chapter 3 of Volume I,
		Part II of annex 16 of the Chicago Convention or comply with the Stage 3 noise
		levels set out in Section 36.3 of Appendix C of Part 36 of the United States
		Federal Aviation Regulations (in each case without the use of noise reduction
		kits).
	 

	 
		(i) Limitation on Modification Payments and Capital
		Expenditures. Except for provisions for
		capital expenditures existing in Initial Leases on the related Closing Date
		under the terms hereof, the Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to, make any capital expenditures for the purpose of
		effecting any optional improvement or modification of any Aircraft, including
		without limitation the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a
		freighter or mixed-use aircraft, or for the purpose of purchasing or otherwise
		acquiring any Engines or Parts outside of the ordinary course of business,
		excluding any capital expenditure made in the ordinary course of business in
		connection with a new lease of such Aircraft (each such non-excluded
		expenditure, a “Modification
		Payment”, and each Modification
		Payment in respect of an Aircraft Conversion, a “Conversion Payment”).
	 

	 
		Notwithstanding the foregoing, the Issuer
		may, and may permit any ACS Bermuda Subsidiary to: (x) make Conversion Payments
		from any amounts on deposit in the Aircraft Conversion Account as a result of
		one or more Conversion Elections; provided that
		(i) the full amount of the cost of such Aircraft Conversion is on deposit in
		the Aircraft Conversion Account prior to any Conversion Payments for such
		Aircraft Conversion being made (other than any deposit or similar amount);
		(ii)(a) the Issuer has provided an information memorandum containing
		information and analysis with respect to the related Aircraft Conversion to the
		Policy
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Provider and the Rating Agencies, together
		with a certification by the Issuer that such Aircraft Conversion will not
		materially adversely affect the Holders or the Policy Provider, (b) the Issuer
		has provided written notification to the Initial Credit Facility Provider at
		least five Business Days prior to making a Conversion Election, and (c) with
		respect to any widebody aircraft, the prior written consent of the Policy
		Provider and a Rating Agency Confirmation has been obtained; provided that,
		if the estimated total cost of the conversion (as determined by a quote from
		the maintenance facility where such Aircraft Conversion is to take place)
		exceeds $4,000,000, the prior written consent of the Policy Provider to such
		Aircraft Conversion has been received; (iii) the Aircraft Conversion will not
		result in a Concentration Default; (iv) not more than three Aircraft
		Conversions with respect to any narrowbody aircraft for all of the ACS Group
		Members may be made without obtaining a Rating Agency Confirmation and the
		prior written consent of the Policy Provider; (v) after the fifth anniversary
		of the Initial Closing Date, or in the event a DSCR Failure has occurred, no
		Aircraft Conversions may be made (which begin after the fifth anniversary of
		the Initial Closing Date or the occurrence of a DSCR Failure) without obtaining
		a Rating Agency Confirmation and the prior written consent of the Policy
		Provider;(vi) a scheduled conversion slot has been obtained by the relevant ACS
		Bermuda Group Member and (vii) an executed letter of intent has been entered
		into with a lessee with respect to such Aircraft; (y) make Modification
		Payments if the prior written consent of the Policy Provider and (after May 31,
		2017 only) the Initial Credit Facility Provider has been obtained (other than
		with respect to any Conversion Payments); provided that
		(i) each Modification Payment (other than Conversion Payments), together with
		all other Modification Payments (other than Conversion Payments) made after the
		Initial Closing Date pursuant to this Section 5.02(i) with respect to any
		single Aircraft, do not exceed the aggregate amount of funds that would be
		necessary to perform one incidence of heavy maintenance (as described in the
		Bermudian Remarketing Services Agreement) on such Aircraft, including the
		airframe and the related Engines thereof; and (ii) (A) such
		Modification Payment is included in the annual operating budget of the ACS
		Bermuda Group, (B) the amount of funds necessary to make such Modification
		Payment shall have been accrued in advance as a Permitted Accrual in the
		Expense Account through transfers into the Expense Account pursuant to
		Section 3.08(a) hereof or otherwise allowed to be paid under
		Section 5.02(f) hereof or (C) the amount of funds to make such
		Modification Payment is in the Aircraft Conversion Account; and (z) make any
		Conversion Payment from the proceeds of Additional Securities issued in
		accordance with Section 2.12 hereof in which case the limitations in
		clause (x) do not apply. 
	 

	 
		(j) Limitation on Amalgamation, Consolidation, Merger and
		Transfer of Assets. The Issuer shall
		not, and shall not permit any ACS Bermuda Subsidiary to, amalgamate,
		consolidate or merge with or into, or sell, convey, transfer, lease or
		otherwise dispose of its property and assets (as an entirety or substantially
		an entirety in one transaction or in a series of related transactions) to, any
		other Person, or permit any other Person to amalgamate, consolidate or merge
		with or into the Issuer or any ACS Bermuda Subsidiary, unless (i) the resulting
		entity is a special purpose entity, the constitutional documents of which is
		substantially similar to those of the Issuer or the equivalent constitutional
		documents of such ACS Bermuda Subsidiary, as the case may be, and, after such
		amalgamation, consolidation, merger, sale, conveyance, transfer, lease or other
		disposition, payments from such resulting entity to the Holders do not give
		rise to any withholding tax payments less favorable to the Holders than the
		amount of any withholding tax payments which would have been required had such
		event not occurred, (ii) in the case of any amalgamation, consolidation, merger
		or transfer by the Issuer, the shares of the Issuer shall
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		remain outstanding or new Ownership
		Interests shall be issued in exchange therefor having substantially the same
		terms and conditions as the exchanged shares of the Issuer and the surviving
		successor or transferee entity shall expressly assume all of the obligations of
		the Issuer under this Indenture, the Securities and each other Related Document
		to which the Issuer is then a party, and in the case of any amalgamation,
		consolidation, merger or transfer by any ACS Bermuda Subsidiary, the surviving
		successor or transferee entity shall expressly assume all of the obligations of
		such ACS Bermuda Subsidiary under each Related Document to which it is then a
		party, (iii) a Rating Agency Confirmation is obtained with respect to such
		amalgamation, consolidation, merger, sale, conveyance, transfer, lease or
		disposition, (iv) the Issuer receives the prior written consent of the Initial
		Credit Facility Provider (unless a Initial Credit Facility Non-Consent Event
		has occurred) (such consent not to be unreasonably withheld), (v) the Issuer
		receives the prior written consent of the Policy Provider (unless a Policy
		Non-Consent Event has occurred) (such consent not to be unreasonably withheld),
		(vi) such transaction does not result in a recognition of gain or loss by the
		Holders for U.S. federal income tax purposes, (vii) immediately after giving
		effect to such transaction, no Event of Default shall have occurred and be
		continuing, and (viii) the Issuer delivers to the Trustee an Officer’s
		Certificate and an Opinion of Counsel, in each case stating that such
		amalgamation, consolidation, merger or transfer and such supplemental indenture
		comply with the above criteria and, if applicable, Section 5.02(g) hereof
		and that all conditions precedent provided for herein relating to such
		transaction have been complied with; provided that
		this covenant shall not apply to any such amalgamation, consolidation, merger,
		sale, conveyance, transfer, lease or disposition (a) within and among the ACS
		Bermuda Group or ACS Group if such amalgamation, consolidation, merger, sale,
		conveyance, transfer, lease or disposition, as the case may be, would not
		materially adversely affect the Holders and written notification is given to
		each Rating Agency, to the Policy Provider and to the Initial Credit Facility
		Provider by the Issuer or its agent and is otherwise consistent with Sections
		5.02(p) and (q) hereof, (b) complying with the terms of Section 5.02(g)
		hereof or (c) effected as part of a single transaction providing for the
		redemption or defeasance of Securities in accordance with Section 3.10 or
		Article XII hereof, respectively.
	 

	 
		(k) Limitation on Transactions with
		Affiliates. The Issuer shall not, and
		shall not permit any ACS Bermuda Subsidiary, directly or indirectly, to enter
		into, renew or extend any transaction (including, without limitation, the
		purchase, sale, lease or exchange of property or assets, or the rendering of
		any service) with any Affiliate of the Issuer or any ACS Bermuda Subsidiary,
		except upon fair and reasonable terms no less favorable to the Issuer or such
		ACS Bermuda Subsidiary than could be obtained, at the time of such transaction
		or at the time of the execution of the agreement providing therefor, in a
		comparable arm’s-length transaction with a Person that is not such an
		Affiliate and pursuant to enforceable agreements.
	 

	 
		The foregoing limitation does not limit, and
		shall not apply to: (i) any transaction in connection with the establishment of
		the ACS Bermuda Group or ACS Ireland Group pursuant to the Related Documents
		and the acquisition of the Initial Securities from the Issuer and the guarantee
		by the Issuer of the Guarantor Initial Securities; (ii) any Contribution Amount
		or any contribution in the form of an Additional Aircraft pursuant to the terms
		of this Indenture made by any Holder of a Class E Security or any Shareholder;
		(iii) the payment by the Issuer of reasonable and customary fees to, and the
		provision of reasonable and customary liability insurance in respect of, the
		Directors; (iv) any Permitted Additional Aircraft Acquisition or any
		transaction complying with Section 5.02(g) hereof; or (v) sale of the
		Issuer or any ACS Bermuda
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Subsidiaries as part of a single transaction
		providing for the redemption or defeasance of all of the Securities in
		accordance with Section 3.10 or Article XII hereof,
		respectively.
	 

	 
		(l) Limitation on the Issuance, Delivery and Sale of Equity
		Interests. The Issuer shall not (i)
		issue, deliver or sell any shares, interests, participations or other
		equivalents (however designated, whether voting or non-voting, other than
		beneficial interests, shares, participations or other equivalents existing on
		the Initial Closing Date) in equity of the Issuer, or (ii) sell, or permit any
		ACS Bermuda Subsidiary, directly or indirectly, to issue, deliver or sell, any
		shares, interests, participations or other equivalents in equity (however
		designated, whether voting or non-voting, other than beneficial interests,
		shares, participations or other equivalents existing on the Initial Closing
		Date), except (A) the issuance, sale, delivery, transfer or pledge of Ownership
		Interest in any ACS Bermuda Group Member to or for the benefit of any other ACS
		Bermuda Group Member or other ACS Group Member, (B) issuances or sales of
		shares of Ownership Interest of foreign ACS Bermuda Subsidiaries to nationals
		in the jurisdiction of incorporation or organization of such ACS Bermuda
		Subsidiary, as the case may be, to the extent required by applicable law or
		necessary in the determination of the Board to avoid adverse tax consequences
		or to facilitate the registration or leasing of Aircraft, provided that the prior written consent of the Policy Provider
		has been obtained in connection therewith, (C) the pledge of the Pledged Shares
		and Pledged Beneficial Interests pursuant to the Security Documents, and (D)
		the sale of any Ownership Interest in an ACS Group Subsidiary in order to
		effect the sale of all Aircraft owned by such ACS Group Subsidiary in
		compliance with Section 5.02(g) hereof.
	 

	 
		(m) Bankruptcy and Insolvency; Corporate
		Governance. The Issuer (i) shall
		promptly provide the Trustee, the Policy Provider, the Initial Credit Facility
		Provider and the Rating Agencies with written notice of the institution of any
		proceeding by or against the Issuer or any ACS Bermuda Subsidiary, as the case
		may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking
		liquidation, examinership, winding up, reorganization, arrangement, adjustment,
		protection, relief or composition of their debts under any law relating to
		bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
		entry of an order for relief or the appointment of a receiver, Irish law
		examiner, trustee or other similar official for it or for any substantial part
		of its property; (ii) shall not take any action to waive, repeal, amend, vary,
		supplement or otherwise modify its constitutional documents that would
		adversely affect the rights, privileges or preferences of any Holder of the
		Securities, the Policy Provider or the Initial Credit Facility Provider, as
		determined by the Board; and (iii) shall not, without an affirmative unanimous
		Board Resolution, take any action to waive, repeal, amend, vary, supplement or
		otherwise modify (A) the provisions of its constitutional documents which
		require a unanimous resolution of the shareholders of the Issuer, or limits the
		actions of beneficial interest holders, with respect to voluntary insolvency
		proceedings or consents to involuntary insolvency proceedings or (B) any
		similar provisions of the constitutional documents of the ACS Bermuda
		Subsidiaries. The Issuer shall have at least two Independent Directors and any
		Independent Director appointed to replace an Independent Director with respect
		to the Issuer shall be subject to the prior written consent of the Policy
		Provider (except that if such consent is not obtained in a timely manner, the
		Issuer shall nevertheless appoint such Independent Director if so required by,
		and in accordance with, the terms of the Issuer’s constitutional
		documents).
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(n) Payment of Principal, Premium, if any, and
		Interest. The Issuer shall duly and
		punctually pay the principal, premium, if any, and interest on the Securities
		in accordance with the terms of this Indenture and the Securities.
	 

	 
		(o) Limitation on Employees. The Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to, employ or maintain any employees other than as required
		by any provisions of local law; provided that
		indenture trustees and directors shall not be deemed to be employees for
		purposes of this Section 5.02(o).
	 

	 
		(p) Compliance and Agreement. The Issuer shall comply, and shall cause each ACS
		Bermuda Subsidiary to comply, with the provisions of the Related Documents. The
		Issuer shall ensure that title to each Aircraft shall be held in a separate
		special purpose bankruptcy remote entity whose constitutional documents contain
		restrictions similar to the restrictions (including, but not limited to, the
		provisions regarding limited purpose, maintaining separateness from other
		entities and bankruptcy remoteness) contained in the constitutional documents
		of the ACS Group Subsidiaries existing on the Initial Closing Date. The
		constitutional documents of the ACS Group Subsidiaries shall contain provisions
		requiring the ACS Group Subsidiaries to comply with the provisions of the
		Related Documents and any amendment to such provision shall be subject to the
		prior written consent of the Policy Provider.
	 

	 
		(q) Maintenance of Separate Existence. Except to the extent provided in this Indenture or the
		other Related Documents or as otherwise contemplated by the Related Documents,
		the Issuer shall, and shall cause each ACS Bermuda Subsidiary to, maintain
		certain policies and procedures relating to its existence as a separate
		corporation, company or other legal entity as follows: 
	 

	 
		(i) The Issuer acknowledges its receipt of a
		copy of that certain opinion letter issued by Conyers Dill & Pearman, dated
		as of the Initial Closing Date addressed to, among others, the Initial
		Purchasers, the Trustee, the Policy Provider and the Initial Credit Facility
		Provider and addressing the issue of substantive consolidation as it may relate
		to the Issuer and each ACS Bermuda Subsidiary (which is incorporated under the
		laws of Bermuda), on the one hand, and Aircastle Limited and each of its
		subsidiaries (other than any ACS Group Member), on the other. The Issuer hereby
		agrees to maintain, and to cause each ACS Bermuda Subsidiary to maintain, in
		place all policies and procedures, and take and continue to take all actions,
		described in the factual assumptions set forth in such opinion letter and
		relating to the Issuer or such ACS Bermuda Subsidiaries, as applicable;
		provided, however, that
		the Issuer or any such ACS Bermuda Subsidiary may cease to maintain any policy
		or procedure (A) if and to the extent that the Issuer or such ACS Bermuda
		Subsidiary delivers to the Trustee, the Initial Credit Facility Provider and
		the Policy Provider an Opinion of Counsel reasonably acceptable to the Trustee,
		the Initial Credit Facility Provider and the Policy Provider providing that
		such policy or procedure is no longer necessary, due to a change in law or
		otherwise, for the rendering of such earlier opinion relating to the issue of
		substantive consolidation and (B) a Rating Agency Confirmation and the prior
		written consent of the Policy Provider, in each case, is obtained with respect
		to ceasing to maintain such policy or procedure.
	 

	 
		(ii) The Issuer shall, and shall cause each
		ACS Bermuda Subsidiary to: 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(A) maintain its own books and records and
		bank accounts separate from those of each Aircastle Entity and any other Person
		except as otherwise contemplated by the constitutional documents of the ACS
		Group Members; 
	 

	 
		(B) maintain its assets in such a manner
		that it is not difficult to segregate, identify or ascertain such assets;
		
	 

	 
		(C) except with respect to any U.S. Trust,
		have a board of directors separate from that of each Aircastle Entity and any
		other Person; provided that the individuals serving as directors of each board
		of directors may be the same individuals on each board of directors;
	 

	 
		(D) except with respect to any U.S. Trust,
		cause its board of directors to meet at least quarterly or act pursuant to
		written consent and keep minutes of such meetings and actions and observe all
		other corporate and other legal formalities;
	 

	 
		(E) hold itself out to creditors and the
		public as a legal entity separate and distinct from each Aircastle Entity and
		any other Person;
	 

	 
		(F) prepare separate financial statements
		and separate Tax returns, and if separate returns for the Issuer and each
		Aircastle Entity are required under applicable Tax law, or if part of a
		consolidated group, then it will be shown as a separate member of such group,
		and pay any Taxes required to be paid under applicable Tax law;
	 

	 
		(G) allocate and charge fairly and
		reasonably any common overhead shared with Affiliates;
	 

	 
		(H) conduct business in its own name, use
		separate invoices, stationery and checks and strictly comply with all
		organizational formalities to maintain its separate existence;
	 

	 
		(I) not commingle its assets or funds with
		those of any other Person (including any Aircastle Entity);
	 

	 
		(J) not hold out its credit or assets as
		being available to satisfy the obligations of others;
	 

	 
		(K) not assume, guarantee or pay the debts
		or obligations of any other Person or otherwise pledge its assets for the
		benefit of any other Person;
	 

	 
		(L) correct any known misunderstanding
		regarding its separate identity;
	 

	 
		(M) other than as expressly contemplated by
		Sections 3.08, 3.09 and 3.15, pay its own liabilities only out of its own funds
		other than where indemnified by another party as contemplated by the Related
		Documents; 
	 

	 
		(N) not acquire the securities of any
		Aircastle Entity; and
	 

	 
		(O) cause its Board and any officers,
		managers, agents and other representatives of the Issuer or such ACS Bermuda
		Subsidiary, as applicable, to act at all times
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		with respect to the Issuer or such ACS
		Bermuda Subsidiary, as the case may be, consistently and in furtherance of the
		foregoing and in compliance with applicable law.
	 

	 
		(r) Independent Director. The Issuer shall cause each ACS Bermuda Subsidiary
		(except any trust of which the Issuer or an ACS Bermuda Subsidiary is the
		holder of the legal and beneficial interest or any limited liability company
		that is managed by the Issuer as managing member) to have at least two
		Independent Directors. 
	 

	 
		(s) Registered Office. The Issuer shall cause each ACS Bermuda Subsidiary
		that is incorporated under the laws of Ireland to, (a) maintain its registered
		office in Ireland in accordance with the Irish Companies Acts 1963 to 2006, (b)
		maintain its centre of main interests (as that phrase is used in Article 3(l)
		of the Regulation) in Ireland and (c) maintain its primary insolvency
		jurisdiction (as that term is defined in the Cape Town Convention on
		International Interests in Mobile Equipment and the Aircraft Equipment Protocol
		thereto) in Ireland. 
	 

	 
		(t) Tombo Aircraft.
		The Issuer shall cause the relevant Issuer Subsidiary to exercise the purchase
		option with respect to each Tombo Aircraft at the expiration of the applicable
		Tombo Lease.
	 

	 
		Section 5.03 Operating Covenants. The Issuer covenants with the Trustee as
		follows:
	 

	 
		(a) Concentration Limits. Without receipt of a Rating Agency Confirmation from
		Moody’s and the prior written consent of the Policy Provider, the Issuer
		shall not permit any ACS Bermuda Subsidiary to lease or re-lease any Aircraft
		if entering into such proposed Lease would cause the ACS Group Portfolio to
		exceed any of the Concentration Limits set forth in Exhibit C hereto (as such
		limits may be adjusted by the Issuer from time to time, subject to receipt of a
		Rating Agency Confirmation from Moody’s, the delivery of written notice of
		such adjustment to Standard & Poor’s, and the receipt of the prior
		written consent of the Policy Provider, the “Concentration Limits”); provided that
		the Issuer or any ACS Bermuda Subsidiary shall be entitled to renew or extend
		any Lease to the existing Lessee thereunder irrespective of the effect of such
		renewal or extension on the Concentration Limits with the prior written consent
		of the Policy Provider. The Issuer shall not, and shall not permit any ACS
		Bermuda Subsidiary to, (i) lease (including any renewal or extension of any
		existing Lease) any Aircraft to any Lessee habitually based or domiciled in any
		of the jurisdictions set forth as “Prohibited” in the last section of
		the Concentration Limits as set forth on Exhibit C hereto and as amended from
		time to time upon the receipt of a Rating Agency Confirmation from
		Moody’s, the delivery of written notice of such amendment to Standard
		& Poor’s, and the receipt of the prior written consent of the Policy
		Provider (each such jurisdiction, a “Prohibited Country”), (ii) enter into any Lease (including any
		renewal or extension of any existing Lease) that expressly permits the Lessee
		to sublease an Aircraft to a sublessee habitually based or domiciled in a
		Prohibited Country, or (iii) consent to a sublease of an Aircraft to a
		sublessee habitually based or domiciled in a Prohibited Country.
	 

	 
		(b) Compliance with Law, Maintenance of
		Permits. The Issuer shall (i) comply,
		and cause each ACS Bermuda Subsidiary to comply, in all material respects with
		all Applicable Laws, (ii) obtain, and cause each ACS Bermuda Subsidiary to
		obtain, all material governmental (including regulatory) registrations,
		certificates, licenses, permits and authorizations required for
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		the use and operation of the Aircraft owned
		by it, including, without limitation, a current certificate of airworthiness
		for each such Aircraft (issued by the Applicable Aviation Authority and in the
		appropriate category for the nature of the operations of such Aircraft), except
		that (A) no certificate of airworthiness shall be required for any Aircraft (x)
		during any period when such Aircraft is undergoing maintenance, modification or
		repair, (y) following the withdrawal or suspension by such Applicable Aviation
		Authority of certificates of airworthiness in respect of all aircraft of the
		same model or period of manufacture as such Aircraft (in which case the Issuer
		shall comply, and cause each ACS Bermuda Subsidiary to comply, with all
		directions of such Applicable Aviation Authority in connection with such
		withdrawal or suspension), (B) no registrations, certificates, licenses,
		permits or authorizations required for the use or operation of any Aircraft
		need be obtained with respect to any period when such Aircraft is not being
		operated and (C) no such registrations, certificates, licenses, permits or
		authorizations shall be required to be maintained for any Aircraft that is not
		the subject of a Lease, except to the extent required under Applicable Laws,
		(iii) not cause or knowingly permit, directly or indirectly, through any ACS
		Bermuda Subsidiary, any Lessee to operate any Aircraft under any Lease in any
		material respect contrary to any Applicable Law and (iv) not knowingly permit,
		directly or indirectly, through any ACS Bermuda Subsidiary, any Lessee not to
		obtain all material governmental (including regulatory) registrations,
		certificates, licenses, permits and authorizations required for such
		Lessee’s use and operation of any Aircraft under any operating Lease
		except as provided, mutatis
		mutandis, in clauses (ii)(A) and
		(ii)(B) above.
	 

	 
		Notwithstanding the foregoing, no breach of
		this Section 5.03(b) shall be deemed to have occurred by virtue of any act
		or omission of a Lessee or sub-lessee, or of any Person which has possession of
		the Aircraft or any Engine for the purpose of repairs, maintenance,
		modification or storage, or by virtue of any requisition, seizure, or
		confiscation of the Aircraft (other than seizure or confiscation arising from a
		breach by the Issuer or an ACS Bermuda Subsidiary of this Section 5.03(b))
		(each, a “Third Party
		Event”); provided that
		(i) neither the Issuer nor any ACS Bermuda Subsidiary consents or has consented
		to such Third Party Event; and (ii) the Issuer or ACS Bermuda Subsidiary which
		is the lessor or owner of such Aircraft promptly and diligently takes such
		commercially reasonable actions as any leading international aircraft operating
		lessor would reasonably take in respect of such Third Party Event, including,
		as deemed appropriate (taking into account, inter alia, the
		laws of the jurisdictions in which the Aircraft are located), seeking to compel
		such Lessee or other relevant Person to remedy such Third Party Event or
		seeking to repossess the relevant Aircraft or Engine.
	 

	 
		(c) Maintenance of Assets. The Issuer shall (i) with respect to each Aircraft and
		Engine that is subject to a Lease, cause, directly or indirectly, through any
		ACS Bermuda Subsidiary, such Aircraft and Engine to be maintained in a state of
		repair and condition consistent with the reasonable commercial practice of any
		leading international aircraft operating lessor with respect to similar
		aircraft under lease, taking into consideration, among other things, the
		identity of the relevant Lessee (including the credit standing and operating
		experience thereof), the age and condition of the Aircraft and the jurisdiction
		in which such Aircraft will be operated or registered under such Lease and (ii)
		with respect to each Aircraft that is not subject to a Lease, maintain, and
		cause each ACS Bermuda Subsidiary to maintain, such Aircraft in a state of
		repair and condition consistent with the reasonable commercial practice of any
		leading international aircraft operating lessor with respect to aircraft not
		under lease. Notwithstanding the foregoing, no breach of this
		Section 5.03(c) shall be deemed to have occurred by virtue of
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		any Third Party Event; provided that
		(i) neither the Issuer nor any ACS Bermuda Subsidiary consents or has consented
		to such Third Party Event; and (ii) the Issuer or such ACS Bermuda Subsidiary
		which is the lessor or owner of such Aircraft promptly and diligently takes
		such commercially reasonable actions as any leading international aircraft
		operating lessor would reasonably take in respect of such Third Party Event,
		including as deemed appropriate, seeking to compel such Lessee or other
		relevant Person to remedy such Third Party Event or seeking to repossess the
		relevant Aircraft or Engine.
	 

	 
		(d) Notification of Trustee, Holders, Policy Provider,
		Initial Credit Facility Provider, Administrative Agent and Cash
		Manager. The Issuer shall notify the
		Trustee, the Holders, the Policy Provider, the Initial Credit Facility
		Provider, the Administrative Agent and the Cash Manager in writing as soon as
		the Issuer or any ACS Bermuda Subsidiary becomes aware of any loss, theft,
		damage, confiscation, requisition or destruction to any Initial Aircraft,
		Additional Aircraft or Engine if the potential cost of repair or replacement of
		such asset (without regard to any insurance claim related thereto) may exceed
		the greater of $2,000,000 and the damage notification threshold contained in
		the applicable Lease.
	 

	 
		(e) Leases. The
		Issuer shall adopt and shall cause the Bermudian Remarketing Servicer to
		utilize the pro forma lease in the form provided to the Issuer on the Initial
		Closing Date (or, with respect to the Back-Up Remarketing Servicer, the
		“Commencement Date” as defined in the Back-Up Remarketing Services
		Agreement) as such pro forma lease agreement or agreements may be revised for
		purposes of the ACS Bermuda Group specifically or generally from time to time
		by the Bermudian Remarketing Servicer (the “Bermudian Remarketing Servicer’s Pro Forma
		Lease”) in a manner consistent
		with the Bermudian Remarketing Servicer’s “Standard of Care” and
		the Bermudian Remarketing Servicer’s “Conflicts Standard” (as
		each term is defined in the Bermudian Remarketing Services Agreement), for use
		by the Bermudian Remarketing Servicer on behalf of the Issuer, any ACS Bermuda
		Subsidiary as a starting point in the negotiation of Future Leases with Persons
		who are not ACS Bermuda Group Members; provided,
		however, that with respect to any Future Lease entered into in
		connection with (x) the renewal or extension of an Initial Lease, (y) the
		leasing of an Aircraft to a Person that is or was a Lessee under an Initial
		Lease or (z) the leasing of an Aircraft to a Person that is or was the lessee
		under an operating lease of an aircraft that is being managed or serviced by
		the Bermudian Remarketing Servicer (such Future Lease, a “Renewal Lease”), a form of lease substantially similar to such
		Initial Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by the
		Bermudian Remarketing Servicer in lieu of the Bermudian Remarketing
		Servicer’s Pro Forma Lease on behalf of the Issuer or any ACS Bermuda
		Subsidiary as a starting point in the negotiation of such Future Lease with
		Persons who are not ACS Bermuda Group Members and provided further, however, that if
		the Board determines, in an annual review of the Bermudian Remarketing
		Servicer’s Pro Forma Lease on or before each anniversary of the relevant
		Closing Date, that any revision to the Bermudian Remarketing Servicer’s
		Pro Forma Lease made from time to time since the preceding review by the Board
		(or, with respect to the first anniversary of the Initial Closing Date, since
		the Initial Closing Date) is substantially inconsistent with the core lease
		provisions of the Issuer set forth in Exhibit F to this Indenture (as such
		provisions may be amended from time to time, the “Core Lease Provisions”) in a manner and to such a degree as to have a
		material adverse effect on the Holders, taking into consideration,
		inter alia, such revision and any risk that the Aircraft might not
		be able to be leased on terms consistent with the provisions of the Bermudian
		Remarketing Servicer’s Pro
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Forma Lease without such revisions, then the
		Board shall direct the Bermudian Remarketing Servicer not to include such
		revision in the Bermudian Remarketing Servicer’s Pro Forma Lease to be
		used thereafter as the starting point in the negotiation of any Future Lease
		with respect to the Aircraft. If the Board determines that any such revision to
		the Bermudian Remarketing Servicer’s Pro Forma Lease will not have a
		material adverse effect on the Holders, then the Board shall (i) amend the
		applicable Core Lease Provisions to incorporate such revisions (ii) notify the
		Rating Agencies, the Policy Provider and the Initial Credit Facility Provider
		of any Future Lease entered into the terms of which are materially less
		favorable from the point of view of the lessor than any of the Leases then in
		effect, including without limitation, such changes to the Core Lease
		Provisions; provided that the Core Lease Provisions may not be amended
		without the prior written consent of the Policy Provider. 
	 

	 
		The Issuer shall not enter into, and shall
		not permit any ACS Bermuda Subsidiary to enter into, any Future Lease the
		Rental Payments under which are denominated in a currency other than U.S.
		dollars unless the Issuer receives a Rating Agency Confirmation and the prior
		written consent of the Policy Provider; provided,
		that the Issuer may enter any Future
		Lease the Rental Payments under which are denominated in euros if (a) the sum
		of the Assumed Base Values as of the Payment Date immediately preceding any
		date of determination of each ACS Group Aircraft subject to leases the Rental
		Payments under which are denominated in euros does not exceed 5% of the sum of
		the Assumed Base Values as of such Payment Date of all ACS Group Aircraft and
		(b) the currency exposure is hedged in accordance with the Issuer’s
		hedging policy.
	 

	 
		(f) Opinions. The
		Issuer shall not enter into, and shall not permit any ACS Bermuda Subsidiary to
		enter into, any Future Lease with any Person that is not an ACS Bermuda Group
		Member or change the jurisdiction of registration of any Aircraft that is
		subject to a Lease, unless, upon entering into such Future Lease or changing
		the jurisdiction or registration of such Aircraft (or within a commercially
		reasonable period thereafter), the Bermudian Remarketing Servicer obtains such
		legal opinions, if any, with regard to compliance with the registration
		requirements of the relevant jurisdiction, enforceability of the Future Lease,
		matters relating to the Cape Town Convention and such other matters customary
		for such transactions to the extent that receiving such legal opinions is
		consistent with the reasonable commercial practice of any leading international
		aircraft operating lessor.
	 

	 
		(g) Insurance. The
		Issuer shall maintain or cause, directly or indirectly through the ACS Bermuda
		Subsidiaries, to be maintained with reputable and responsible insurers or,
		provided that the applicable reinsurance policy contains a cut-through clause
		requiring the reinsurers to pay the insured directly (other than in any
		instances where local law requirements mandate otherwise), with reputable and
		responsible insurers that maintain relevant reinsurance with reputable and
		responsible reinsurers (i) airline hull insurance for each Aircraft in an
		amount at least equal to the Note Target Price for such Aircraft (or the
		equivalent thereof from time to time if such insurance is denominated in a
		currency other than U.S. dollars) and (ii) airline liability insurance for each
		Aircraft and occurrence in an amount at least equal to the relevant amount set
		forth on Exhibit D hereto for each model of aircraft and as amended from time
		to time after prior written notice of such amendment is provided to each Rating
		Agency and the prior written consent of the Policy Provider and (iii) airline
		repossession insurance (“Repossession Insurance”) for each Aircraft subject to a Lease to a Lessee
		habitually based in a
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		jurisdiction set forth under the
		“Repossession Guidelines” set forth in Exhibit C hereto, which may be
		amended from time to time only pursuant to the receipt of a Rating Agency
		Confirmation from Moody’s, the delivery of written notice of such
		amendment to Standard & Poor’s, and the receipt of the prior written
		consent of the Policy Provider, in an amount at least equal to the Note Target
		Price (or the equivalent thereof from time to time if such insurance is
		denominated in a currency other than U.S. dollars) for such Aircraft;
		provided, however, that
		with respect to any such insurance for any Aircraft subject to a Lease, such
		insurance may be subject to commercially reasonable deductible and
		self-insurance arrangements and may take into account any customary reductions
		in limits for Aircraft in storage and not in operation (in each case taking
		into account, inter alia, the creditworthiness and experience of the Lessee, if
		any, the type of aircraft and market practices in the aircraft insurance
		industry generally). The coverage and terms (including endorsements,
		deductibles and self-insurance arrangements) of any insurance maintained with
		respect to any Aircraft not subject to a Lease shall be substantially
		consistent with the reasonable commercial practices of any leading
		international aircraft operating lessor regarding similar aircraft.
	 

	 
		In determining the amount of insurance
		required to be maintained by this Section 5.03(g), the Issuer may take
		into account any indemnification from, or insurance provided by, any
		governmental, supranational or inter-governmental authority or agency (other
		than, with respect to Repossession Insurance, any governmental authority or
		agency of any jurisdiction for which Repossession Insurance must be obtained),
		the sovereign foreign currency debt of which is rated at least AA, or the
		equivalent, by at least one of the Rating Agencies, against any risk with
		respect to an Aircraft at least in an amount which, when added to the amount of
		insurance against such risk maintained by the Issuer (or which the Issuer has
		caused to be maintained), shall be at least equal to the amount of insurance
		against such risk otherwise required by this Section 5.03(g) (taking into
		account self-insurance permitted by this Section 5.03(g)). Any such
		indemnification or insurance provided by such government shall provide
		substantially similar protection as the insurance required by this
		Section 5.03(g). 
	 

	 
		The Issuer shall cause, or shall cause the
		applicable ACS Group Subsidiary to cause, each Lessee to be obligated under its
		respective Lease to maintain War Risk Coverage as part of the insurance
		requirements in such Lease. The Issuer shall cause, or shall cause the
		applicable ACS Group Subsidiary to cause, each Lessee to maintain War Risk
		Coverage in accordance with the requirements set forth in Exhibit D
		hereto. In the event that a Lessee does not maintain such requisite level of
		War Risk Coverage or allows such War Risk Coverage to lapse, the Issuer shall
		cause the applicable ACS Group Subsidiary lessor to immediately bring
		enforcement proceedings against the applicable Lessee under the terms of the
		applicable Lease to repossess the applicable Aircraft and use commercially
		reasonable efforts of a leading international aircraft operating lessor to
		ensure that such Aircraft does not operate without War Risk Coverage at such
		required levels; provided,
		however, that so long as the Issuer is in compliance with the
		requirements set forth in the next succeeding sentence and the applicable
		Lessee is not otherwise in default under the related Lease, the Issuer shall
		have 180 days to cause, or to cause the applicable ACS Group Subsidiary
		lessor to cause, the Lessee to comply with the insurance requirements set forth
		herein and under the Lease prior to bringing any such enforcement proceedings;
		provided further that if,
		for any reason, neither the Issuer nor the applicable ACS Group Subsidiary
		lessor has a right under the applicable Lease to require a Lessee to maintain
		War Risk Coverage at the requisite levels, the Issuer shall nevertheless
		be
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		obligated to cause such Lessee to maintain
		War Risk Coverage at the requisite levels described in Exhibit D hereto
		(by negotiating in good faith with such Lessee or otherwise) or shall otherwise
		cause War Risk Coverage to be maintained at the requisite levels described in
		Exhibit D hereto, subject only to the additional time provided in the
		immediately preceding proviso if the Issuer is in compliance with requirements
		set forth in the next succeeding sentence and the applicable Lessee is not
		otherwise in default under the related Lease. The Issuer shall carry contingent
		and excess War Risk Coverage in accordance with the requirements set forth in
		Exhibit D hereto. 
	 

	 
		The obligations set forth in the foregoing
		paragraph shall be waived if (a) prior written notice shall be provided to the
		Rating Agencies and (b) the Policy Provider shall have provided a written
		consent to such waiver.
	 

	 
		(h) Indemnity. The
		Issuer shall, and shall cause each ACS Bermuda Subsidiary to, include in each
		Lease between the Issuer or such ACS Bermuda Subsidiary and a Person who is not
		an ACS Bermuda Group Member an indemnity from such Person in respect of any
		losses or liabilities arising from the use or operation of the Aircraft during
		the term of such Lease, subject to such exceptions, limitations and
		qualifications as are consistent with the reasonable commercial practice of any
		leading international aircraft operating lessor.
	 

	 
		(i) Appraisal of Aircraft. The Issuer shall, within 90 days after the Expected
		Final Payment Date of the ACS Group Subclass A-1 Securities, deliver to the
		Trustee, the Policy Provider and the Rating Agencies three appraisals of the
		Base Value of each of the Aircraft from each of Initial Appraisers or, if any
		of the Initial Appraisers is unable to provide an appraisal, from the remaining
		Initial Appraisers and such other Appraisers selected by the Issuer, each such
		appraisal to be dated within 30 days prior to its delivery to the Trustee,
		the Policy Provider and the Rating Agencies. 
	 

	 
		Section 5.04 Compliance Through Agents. The Issuer shall be entitled to delegate the
		performance of any of its covenants hereunder to one or more Service Providers
		pursuant to one or more Related Documents entered into in accordance with the
		terms of this Indenture so long as each such Related Document is subject to the
		Lien of the Security Trust Agreement. Nothing in this Section 5.04 is
		intended to, or shall, relieve the Issuer from any liability or consequences
		hereunder arising from the failure of the Issuer or any such Service Provider
		to perform any such covenant strictly in accordance with the terms of this
		Indenture.
	 

	 
		ARTICLE VI
	 

	 
		THE TRUSTEE
	 

	 
		Section 6.01 Acceptance of Trusts and Duties. The duties and responsibilities of the Trustee shall
		be as provided by the TIA and as set forth herein and in the Guarantor
		Indenture. The Trustee accepts the trusts hereby created and applicable to it
		and agrees to perform the same but only upon the terms of this Indenture and in
		the Guarantor Indenture and the TIA and agrees to receive and disburse all
		moneys received by it in accordance with the terms hereof and in the Guarantor
		Indenture. The Trustee in its individual capacity shall not be answerable or
		accountable under any circumstances, except for its own willful misconduct or
		negligence or
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		breach of any of its representations or
		warranties set forth herein and the Trustee shall not be liable for any action
		or inaction of the Issuer or any other parties to any of the Related Documents.
		The fees and out-of-pocket expenses of the Trustee shall be Expenses of the
		Issuer.
	 

	 
		Section 6.02 Absence of Duties. Except in accordance with written instructions or
		requests furnished hereunder, the Trustee shall have no duty to ascertain or
		inquire as to the performance or observance of any covenants, conditions or
		agreements on the part of any Lessee.
	 

	 
		Section 6.03 Representations or Warranties. The Trustee does not make and shall not be deemed to
		have made any representation or warranty as to the validity, legality or
		enforceability of this Indenture, the Securities or any other document or
		instrument or as to the correctness of any statement contained in any thereof,
		except that the Trustee in its individual capacity hereby represents and
		warrants (i) that each such specified document to which it is a party has been
		or will be duly executed and delivered by one of its officers who is and will
		be duly authorized to execute and deliver such document on its behalf, and (ii)
		this Indenture is the legal, valid and binding obligation of Deutsche Bank
		Trust Company Americas, enforceable against Deutsche Bank Trust Company
		Americas in accordance with its terms, subject to the effect of any applicable
		bankruptcy, insolvency, reorganization, moratorium or similar law affecting
		creditors’ rights generally.
	 

	 
		Section 6.04 Reliance; Agents; Advice of Counsel. The Trustee may conclusively rely upon and shall be
		fully protected and Incur no liability to anyone in acting or refraining from
		acting upon any signature, instrument, notice, resolution, request, consent,
		order, certificate, report, opinion, bond or other document or paper believed
		by it to be genuine and believed by it to be signed by the proper party or
		parties. The Trustee shall have no obligation to confirm the veracity of the
		content of any such item provided to it (absent manifest error). The Trustee
		may accept a copy of a resolution of, in the case of the Issuer, the Board and,
		in the case of any other party to any Related Document, the governing body of
		such Person, certified in an accompanying Officer’s Certificate as duly
		adopted and in full force and effect, as conclusive evidence that such
		resolution has been duly adopted and that the same is in full force and effect.
		As to any fact or matter the manner of ascertainment of which is not
		specifically described herein, the Trustee shall be entitled to receive and may
		for all purposes hereof conclusively rely on a certificate, signed by an
		officer of any duly authorized Person, as to such fact or matter, and such
		certificate shall constitute full protection to the Trustee for any action
		taken or omitted to be taken by it in good faith in reliance thereon. The
		Trustee shall furnish to the Administrative Agent upon written request such
		information and copies of such documents as the Trustee may have and as are
		necessary for the Administrative Agent to perform its duties under
		Articles II and III hereof. The Trustee shall assume, and shall be fully
		protected in assuming, that the Issuer is authorized by its constitutional
		documents to enter into this Indenture and to take all action permitted to be
		taken by it pursuant to the provisions hereof, and shall not inquire into the
		authorization of the Issuer with respect thereto.
	 

	 
		The Trustee shall not be liable for any
		action it takes or omits to take in good faith that it believes to be
		authorized or within its rights or powers or for any action it takes or omits
		to take in accordance with the direction of the Controlling Party, in
		accordance with Section 4.12 hereof relating to the time, method and place
		of conducting any proceeding for any remedy
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		available to the Trustee, or exercising any
		trust or power conferred upon the Trustee, under this Indenture.
	 

	 
		The Trustee may execute any of the trusts or
		powers hereunder or perform any duties hereunder either directly or by or
		through agents or attorneys or a custodian or nominee, and the Trustee shall
		not be responsible for any misconduct or negligence on the part of, or for the
		supervision of, any such agent, attorney, custodian or nominee appointed with
		due care by it hereunder.
	 

	 
		The Trustee may consult with counsel as to
		any matter relating to this Indenture and any Opinion of Counsel or any advice
		of such counsel shall be full and complete authorization and protection in
		respect of any action taken or suffered or omitted by it hereunder in good
		faith and in accordance with such advice or Opinion of Counsel.
	 

	 
		The Trustee shall be under no obligation to
		exercise any of the rights or powers vested in it by this Indenture, or to
		institute, conduct or defend any litigation hereunder or in relation hereto, at
		the request, order or direction of any of the Holders, pursuant to the
		provisions of this Indenture, unless such Holders shall have offered to the
		Trustee security or indemnity reasonably satisfactory to it against the costs,
		expenses and liabilities which may be Incurred therein or thereby (the basis of
		such costs, expenses or liability, if in respect of any third party liability,
		shall be supported by an Opinion of Counsel).
	 

	 
		The Trustee shall not be required to expend
		or risk its own funds or otherwise Incur any financial liability in the
		performance of any of its duties hereunder, or in the exercise of any of its
		rights or powers, if there is reasonable ground for believing that the
		repayment of such funds or adequate indemnity against such risk or liability is
		not reasonably assured to it, and none of the provisions contained in this
		Indenture shall in any event require the Trustee to perform, or be responsible
		or liable for the manner of performance of, any obligations of the Issuer or
		the Administrative Agent under this Indenture or any of the Related
		Documents.
	 

	 
		The Trustee shall not be liable for any
		Costs or Taxes (except for Taxes relating to any compensation, fees or
		commissions of any entity acting in its capacity as Trustee hereunder) or in
		connection with the selection of Permitted Account Investments or for any
		investment losses resulting from Permitted Account Investments.
	 

	 
		When the Trustee Incurs expenses or renders
		services in connection with an Event of Default specified in
		Section 4.01(e) or 4.01(f) hereof, such expenses (including the fees and
		expenses of its counsel) and the compensation for such services are intended to
		constitute expenses of administration under any bankruptcy law or law relating
		to creditors’ rights generally.
	 

	 
		The Trustee shall not be charged with
		knowledge of an Event of Default unless a Responsible Officer of the Trustee
		obtains actual knowledge of such event, including receiving written notice of
		such event from the Issuer, the Administrative Agent, the Policy Provider or
		any Holder.
	 

	 
		The Trustee shall have no duty to monitor
		the performance of the Issuer, the Cash Manager or any other party to the
		Related Documents, nor shall it have any liability in
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		connection with the malfeasance or
		nonfeasance by such parties. The Trustee shall have no liability in connection
		with the appointment of the Administrative Agent or compliance by the Issuer,
		the Administrative Agent, the Cash Manager or any lessee under a Lease with
		statutory or regulatory requirements related to any Aircraft or any Lease. The
		Trustee shall have no obligation, or liability in respect thereto, to verify or
		recalculate any of the determinations made by the Administrative Agent pursuant
		to the Related Documents. The Trustee shall not make or be deemed to have made
		any representations or warranties with respect to any Aircraft or any Lease or
		the validity or sufficiency of any assignment or other disposition of any
		Aircraft or any Lease.
	 

	 
		Section 6.05 Not Responsible in Individual Capacity. The Trustee acts hereunder solely as trustee unless
		otherwise expressly provided; and all Persons, other than the Holders to the
		extent expressly provided in this Indenture, having any claim against the
		Trustee by reason of the transactions contemplated hereby shall look, subject
		to the lien and priorities of payment as herein provided, only to the property
		of the Issuer for payment or satisfaction thereof.
	 

	 
		Section 6.06 No Compensation from Holders. The Trustee agrees that it shall have no right against
		the Holders, the Policy Provider or, except as provided in Article III
		hereof, the property of the Issuer, for any fee as compensation for its
		services hereunder.
	 

	 
		Section 6.07 Notice of Defaults. As promptly as practicable after, and in any event
		within 30 days after, the occurrence of any Default or Event of Default
		hereunder, the Trustee shall transmit by mail to the Issuer, the Guarantor, the
		Guarantor Trustee, the Controlling Party, the Policy Provider, the Initial
		Credit Facility Provider, the Cash Manager, the Rating Agencies and the Holders
		holding Securities of the related subclass, notice of such Default or Event of
		Default hereunder actually known to a Responsible Officer of the Trustee,
		unless such Default or Event of Default shall have been cured or waived.
	 

	 
		Section 6.08 May Hold Securities. The Trustee, any Paying Agent, the Registrar or any of
		their Affiliates or any other agent in their respective individual or any other
		capacity, may become the owner or pledgee of Securities and, subject to
		Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the
		Issuer with the same rights it would have if it were not Trustee, Paying Agent,
		Registrar or such other agent.
	 

	 
		Section 6.09 Corporate Trustee Required; Eligibility. If the Indenture is qualified under the Trust
		Indenture Act, there shall at all times be a Trustee which shall be eligible to
		act as a trustee under Section 310(a) of the Trust Indenture Act and shall
		meet the Eligibility Requirements. If such corporation publishes reports of
		conditions at least annually, pursuant to law or to the requirements of
		federal, state, territorial or District of Columbia supervising or examining
		authority, then for the purposes of this Section 6.09, the combined
		capital and surplus of such corporation shall be deemed to be its combined
		capital and surplus as set forth in its most recent report of conditions so
		published.
	 

	 
		In case at any time the Trustee shall cease
		to be eligible in accordance with the provisions of this Section 6.09 to
		act as Trustee, the Trustee shall resign immediately as Trustee in the manner
		and with the effect specified in Section 7.01 hereof.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Section 6.10 Disqualification of Trustee. The Trustee shall be subject to the provisions of
		Section 310(b) of the Trust Indenture Act during the period of time
		provided for therein. If the Trustee has or shall acquire a conflicting
		interest within the meaning of the Trust Indenture Act, the Trustee shall
		either eliminate such interest or resign, to the extent and in the manner
		provided by, and subject to the provisions of, the Trust Indenture Act and this
		Indenture. Nothing herein shall prevent the Trustee from filing with the
		Commission the application referred to in the second to last paragraph of
		Section 310(b) of the Trust Indenture Act.
	 

	 
		Section 6.11 Preferential Collection of Claims Against
		Issuer. The Trustee shall comply with
		Section 311(a) of the Trust Indenture Act, excluding any creditor relationship
		listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned
		or been removed shall be subject to Section 311(a) of the Trust Indenture Act
		to the extent indicated therein.
	 

	 
		Section 6.12 Reports by the Issuer. (a) The Issuer shall furnish to the Trustee, within
		120 days after the end of each fiscal year ending December 31, a brief
		certificate from the principal executive officer, principal accounting officer
		or principal financial officer of the Administrative Agent, as applicable, as
		to his or her knowledge of the Issuer’s compliance with all conditions and
		covenants under this Indenture (it being understood that for purposes of this
		Section 6.12, such compliance shall be determined without regard to any period
		of grace or requirement of notice provided under this Indenture).
	 

	 
		(b) The Issuer shall furnish to the Trustee
		and the Policy Provider within 30 days after the end of each calendar quarter a
		certification as to compliance with certain of its obligations hereunder and
		certain other matters in the form set forth in Exhibit G hereto.
	 

	 
		Section 6.13 Holder Lists.
		The Issuer will furnish or cause to be furnished to the Trustee with respect to
		the Securities of each class:
	 

	 
		(a) semi-annually, not later than 15 days
		after such semi-annual dates as may be specified by the Trustee, a list, in
		such form as the Trustee may reasonably require, of the names and addresses of
		the Holders as of such Regular Record Date or semi-annual date, as the case may
		be, and
	 

	 
		(b) at such other times as the Trustee may
		request in writing, within 30 days after the receipt by the Issuer of any such
		request, a list of similar form and content as of a date not more than
		15 days prior to the time such list is furnished, excluding from any such
		list names and addresses received by the Trustee in its capacity as
		Registrar.
	 

	 
		Section 6.14 Preservation of Information; Communications to
		Holders. (a) The Trustee shall
		preserve, in as current a form as is reasonably practicable, the names and
		addresses of Holders contained in the most recent list furnished to the Trustee
		as provided in Section 6.13 hereof and the names and addresses of Holders
		received by the Trustee in its capacity as Registrar. The Trustee may destroy
		any list furnished to it as provided in Section 6.13 hereof upon receipt
		of a new list so furnished.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(b) If three or more Holders of Securities
		of any series (hereinafter referred to as “applicants”) apply in writing to the Trustee, and furnish to
		the Trustee reasonable proof that each such applicant has owned a Security of
		such series for a period of at least six months preceding the date of such
		application, and such application states that the applicants desire to
		communicate with other Holders of Securities of such series or with the Holders
		of all Securities with respect to their rights under this Indenture or under
		such Securities and is accompanied by a copy of the form of proxy or other
		communication which such applicants propose to transmit, then the Trustee
		shall, within five Business Days after the receipt of such application, at its
		election, either
	 

	 
		(i) afford such applicants access to the
		information preserved at the time by the Trustee in accordance with
		Section 6.14(a) hereof, or
	 

	 
		(ii) inform such applicants as to the
		approximate number of Holders of Securities of such series or all Securities,
		as the case may be, whose names and addresses appear in the information
		preserved at the time by the Trustee in accordance with Section 6.14(a)
		hereof, and as to the approximate cost of mailing to such Holders the form of
		proxy or other communication, if any, specified in such application.
	 

	 
		If the Trustee shall elect not to afford
		such applicants access to such information, the Trustee shall, upon the written
		request of such applicants, mail to each Holder of a Security of such series or
		to all Holders, as the case may be, whose names and addresses appear in the
		information preserved at the time by the Trustee in accordance with
		Section 6.14(a) hereof, a copy of the form of proxy or other communication
		which is specified in such request, with reasonable promptness after a tender
		to the Trustee of the material to be mailed and of payment, or provision for
		the payment, of the reasonable expenses in connection with such mailing.
	 

	 
		(c) Every Holder of Securities, by receiving
		and holding the same, agrees with the Issuer and the Trustee that neither the
		Issuer nor the Trustee shall be held accountable by reason of the disclosure of
		any such information as to the names and addresses of the Holders in accordance
		with Section 6.14(b) hereof, regardless of the source from which such
		information was derived, and that the Trustee shall not be held accountable by
		reason of mailing any material pursuant to a request made under
		Section 6.14(b) hereof.
	 

	 
		ARTICLE VII
	 

	 
		 
	 

	 
		SUCCESSOR TRUSTEES
	 

	 
		Section 7.01 Resignation
		and Removal of Trustee. The Trustee may
		resign as to all or any of the subclasses of the Securities at any time without
		cause by giving at least 90 days’ prior written notice to the Issuer, the
		Guarantor, the Policy Provider, the Initial Credit Facility Provider, the
		Administrative Agent, the Cash Manager, the Remarketing Servicers, the Back-Up
		Remarketing Servicer and the Holders, such resignation to be effective only
		upon acceptance of any appointment of a replacement trustee by a Senior
		Trustee. Holders of a majority of the Outstanding Principal Balance of any
		subclass of the Securities (or, with respect to the Subclass 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		A-1 Securities or any other subclass of
		Covered Class A Securities, the Policy Provider or, so long as it is entitled
		to be a Controlling Party, the Initial Credit Facility Provider) may at any
		time remove the Trustee as to such subclass without cause by an instrument in
		writing delivered to the Issuer, the Guarantor, the Guarantor Trustee, the
		Administrative Agent, the Cash Manager, the Remarketing Servicers, the Back-Up
		Remarketing Servicer, the Security Trustee, the Senior Trustee and the Trustee
		being removed, such removal to be effective only upon the acceptance of the
		appointment by a successor Trustee. In addition, the Issuer may remove the
		Trustee as to any of the subclasses of the Securities if: (i) this
		Indenture has been qualified under Trust Indenture Act and such Trustee fails
		to comply with Section 310 of the TIA after written request therefor by
		the Issuer or the Holder of the related subclass who has been a bona fide
		Holder for at least six months, (ii) such Trustee fails to comply with
		Section 7.02(c) hereof, (iii) such Trustee is adjudged a bankrupt or an
		insolvent, (iv) a receiver or public officer takes charge of such Trustee
		or its property or (v) such Trustee becomes incapable of acting, such
		removal to be effective only upon the acceptance of the appointment by a
		successor Trustee. References to the Trustee in this Indenture include any
		successor Trustee as to all or any of the subclasses of the Securities
		appointed in accordance with this Article VII.
	 

	 
		Section 7.02 Appointment of Successor. (a) In the case of the resignation or removal of the
		Trustee as to any subclass of the Securities under Section 7.01 hereof,
		the Issuer shall promptly appoint a successor Trustee as to such subclass;
		provided that a majority of the Outstanding Principal Balance of
		such subclass of the Securities may appoint, within one year after such
		resignation or removal, a successor Trustee as to such subclass which may be
		other than the successor Trustee appointed by the Issuer, and such successor
		Trustee appointed by the Issuer shall be superseded by the successor Trustee so
		appointed by the Holders. If a successor Trustee as to any subclass of the
		Securities shall not have been appointed and accepted its appointment hereunder
		within 60 days after the Trustee gives notice of resignation as to such
		subclass, the retiring Trustee, the Issuer, the Administrative Agent, the Cash
		Manager, the Bermudian Remarketing Servicer, the Policy Provider, the Initial
		Credit Facility Provider or a majority of the Outstanding Principal Balance of
		such subclass of the Securities may petition any court of competent
		jurisdiction for the appointment of a successor Trustee as to such subclass.
		Any successor Trustee so appointed by such court shall immediately and without
		further act be superseded by any successor Trustee appointed as provided in the
		first sentence of this paragraph within one year from the date of the
		appointment by such court.
	 

	 
		(b) Any successor Trustee as to any subclass
		of the Securities, however appointed, shall execute and deliver to the Issuer,
		the Guarantor, the Guarantor Trustee, the Administrative Agent, the Cash
		Manager, the Bermudian Remarketing Servicer, the Back-Up Remarketing Servicer,
		the Policy Provider, the Initial Credit Facility Provider and the predecessor
		Trustee as to such subclass an instrument accepting such appointment, and
		thereupon such successor Trustee, without further act, shall become vested with
		all the estates, properties, rights, powers, duties and trusts of such
		predecessor Trustee hereunder in the trusts hereunder applicable to it with
		like effect as if originally named the Trustee as to such subclass herein;
		provided that, upon the written request of such successor
		Trustee, such predecessor Trustee shall, upon payment of all amounts due and
		owing to it, execute and deliver an instrument transferring to such successor
		Trustee, upon the trusts herein expressed applicable to it, all the estates,
		properties, rights, powers and trusts of such predecessor Trustee, and such
		predecessor Trustee shall duly assign, transfer, deliver and pay over to such
		successor Trustee all 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		moneys or other property then held by such
		predecessor Trustee hereunder solely for the benefit of such subclass of the
		Securities.
	 

	 
		(c) If a successor Trustee is appointed with
		respect to one or more (but not all) subclasses of the Securities, the Issuer,
		the predecessor Trustee and each successor Trustee with respect to each
		subclass of Securities shall execute and deliver an indenture supplemental
		hereto which shall contain such provisions as shall be deemed necessary or
		desirable to confirm that all the rights, powers, trusts and duties of the
		predecessor Trustee with respect to the subclasses of Securities as to which
		the predecessor Trustee is not retiring shall continue to be vested in the
		predecessor Trustee, and shall add to or change any of the provisions of this
		Indenture as shall be necessary to provide for or facilitate the administration
		of the Securities hereunder by more than one Trustee.
	 

	 
		(d) Each Trustee shall be an Eligible
		Institution and shall meet the Eligibility Requirements, if there be such an
		institution willing, able and legally qualified to perform the duties of a
		Trustee hereunder; provided that
		the Rating Agencies shall receive notice of any replacement Trustee.
	 

	 
		(e) Any corporation into which the Trustee
		may be merged or converted or with which it may be consolidated, or any
		corporation resulting from any merger, conversion or consolidation to which the
		Trustee shall be a party, or any corporation to which substantially all the
		business of the Trustee may be transferred, shall, subject to the terms of
		paragraph (c) of this Section 7.02, be the Trustee under this Indenture without
		further act.
	 

	 
		ARTICLE VIII
	 

	 
		 
	 

	 
		INDEMNITY
	 

	 
		Section 8.01 Indemnity. The
		Issuer shall indemnify each of the Trustee and the Drawing Agent (and its
		officers, directors, employees and agents) for, and hold it harmless against,
		any loss, liability or expense Incurred by it without negligence or bad faith
		on its part in connection with the acceptance or administration of this
		Indenture and its duties under this Indenture, the Securities and the other
		Related Documents, including the costs and expenses of defending itself against
		any claim or liability and of complying with any process served upon it or any
		of its officers in connection with the exercise or performance of any of its
		powers or duties and hold it harmless against, any loss, liability or
		reasonable expense Incurred without negligence or bad faith on its part,
		arising out of or in connection with actions taken or omitted to be taken in
		reliance on any Officer’s Certificate furnished hereunder, or the failure
		to furnish any such Officers’ Certificate required to be furnished
		hereunder. Each of the Trustee and the Drawing Agent shall notify the Issuer,
		the Guarantor, the Policy Provider and the Initial Credit Facility Provider
		promptly of any claim asserted against the Trustee or the Drawing Agent, as
		applicable, for which it may seek indemnity; provided,
		however, that failure to provide such notice shall not
		invalidate any right to indemnity hereunder. The Issuer shall defend the claim
		and the Trustee or the Drawing Agent, as applicable, shall cooperate in the
		defense. The Trustee and the Drawing Agent may have separate counsel and the
		Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need
		not pay for any settlements made without its consent; provided that
		such consent shall not be unreasonably withheld or delayed. The Issuer need not
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		reimburse any expense or indemnity against
		any loss or liability Incurred by the Trustee or the Drawing Agent, as
		applicable, through negligence or bad faith. The provisions of this
		Section 8.01 and Section 8.02 hereof shall survive the termination of
		this Indenture or the earlier resignation or removal of the Trustee or the
		Drawing Agent, as applicable.
	 

	 
		Section 8.02 Holders’ Indemnity. Each of the Trustee and the Drawing Agent shall be
		entitled to be indemnified (except with respect to losses, damages or
		obligations arising from the Trustee’s or Drawing Agent’s, as
		applicable, negligence or bad faith) by the Holders of any subclass of the
		Securities before proceeding to exercise any right or power under this
		Indenture or the Cash Management Agreement at the request or direction of such
		Holders (the basis of any loss, damage or obligation, if in respect of any
		third party liability, shall be supported by an Opinion of Counsel).
	 

	 
		ARTICLE IX
	 

	 
		 
	 

	 
		MODIFICATION
	 

	 
		Section 9.01 Modification with Consent of Holders and the Policy
		Provider. With the consent of Holders
		of a majority of the Outstanding Principal Balance of the Class A Securities on
		the date of any vote of such Holders (voting as a single class), the Policy
		Provider and the Initial Credit Facility Provider and upon receipt of a Rating
		Agency Confirmation, the Issuer, when authorized by one or more Board
		Resolutions, may amend or modify this Indenture or the Securities;
		provided that (i) without the consent of the Guarantor and
		the Policy Provider, no such amendment may modify the provisions of this
		Indenture to the extent that such amendment could reasonably be expected to
		have a material adverse affect on the Guarantor and (ii) without the
		consent of the Policy Provider, each provider of an Eligible Credit Facility,
		the Guarantor and each Holder of any Securities, in each instance affected
		thereby, no such amendment may, except as otherwise provided in
		Section 3.11 hereof, modify the provisions of this Indenture or the
		Securities setting forth the frequency or the currency of payment of, the
		maturity of, or the method of calculation of the amount of, any interest,
		principal, Redemption Price or Policy Premium payable in respect of any
		subclass of Securities or to the Policy Provider, or reduce the percentage of
		the aggregate Outstanding Principal Balance of any subclass of Securities
		required to approve any amendment or waiver of this Section 9.01 or,
		except as otherwise provided in Section 3.09 hereof, alter the manner or
		priority of payment of such subclass of Securities (each, a
		“Basic Terms
		Modification”).
	 

	 
		It shall not be necessary for the consent of
		the Holders under this Section 9.01 to approve the particular form of any
		proposed amendment or waiver, but it shall be sufficient if such consent
		approves the substance thereof; provided,
		however, that it shall be necessary for the Policy Provider to
		approve the particular form of any proposed amendment or waiver (such approval
		not to be unreasonably withheld). Any such modification approved by the
		required Holders of any class or subclass of Securities will be binding on the
		Holders of the relevant class or subclass of Securities and each party to this
		Indenture.
	 

	 
		The Issuer shall give the Policy Provider,
		each provider of an Eligible Credit Facility and each Rating Agency prior
		notice of any amendment under this Section 9.01 and any amendments of the
		constitutive documents by the Issuer or any ACS Group Subsidiaries, and,
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		after an amendment under this
		Section 9.01 becomes effective, the Issuer shall mail to the Holders, the
		Policy Provider, each provider of an Eligible Credit Facility and the Rating
		Agencies a notice briefly describing such amendment. Any failure of the Issuer
		to mail such notice, or any defect therein, shall not, however, in any way
		impair or affect the validity of any such amendment.
	 

	 
		After an amendment under this Section 9.01
		becomes effective, it shall bind every Holder whether or not notation thereof
		is made on any Security held by such Holder.
	 

	 
		Section 9.02 Modification Without Consent of Holders or the Providers
		of Eligible Credit Facilities or the Policy Provider. Subject to Section 9.01 hereof, the Trustee may agree
		with the Issuer, without the consent of any Holder, the Policy Provider or any
		provider of an Eligible Credit Facility (but in the case of clauses (b), (c)
		and (d) below, with the consent of the Policy Provider and further, in the case
		of clause (c) below, with the consent of the Initial Credit Facility Provider),
		(a) to any modification (other than a Basic Terms Modification) of, or the
		waiver or authorization of any breach or prospective breach of, any provision
		of any Related Document or of the relevant subclass of Securities to correct a
		manifest error or an error which is of a formal, minor or technical nature,
		(b) to modify the provisions of this Indenture or the Cash Management
		Agreement relating to the timing of movement of Rental Payments or other monies
		received or Expenses Incurred among the Accounts by the Cash Manager, (c) to
		add or reflect any Eligible Credit Facility, (d) to any amendment (other
		than a Basic Terms Modification) of an immaterial nature necessary to
		facilitate the issuance of Refinancing Securities and/or Additional Securities
		and related acquisition of Additional Aircraft (all in a manner consistent with
		the provisions of this Indenture) or (e) to comply with the requirements of the
		Commission in connection with the qualification of this Indenture under the
		TIA. Any such modification shall be notified to the Holders as soon as
		practicable thereafter and shall be binding on all the Holders.
	 

	 
		Upon any such modification, the Issuer shall
		deliver to the Holders, the Trustee, the Policy Provider and the Initial Credit
		Facility Provider a certificate of the Issuer certifying that such modification
		will not adversely affect the Holders, the Policy Provider or the Initial
		Credit Facility Provider.
	 

	 
		In addition, the Issuer may, without
		providing the certificate mentioned in the preceding paragraph, and without the
		consent of the Trustee, any Holder or any provider of an Eligible Facility, the
		Policy Provider or the Initial Credit Facility Provider or any other party,
		list the Securities on the Alternative Securities Market of the Irish Stock
		Exchange.
	 

	 
		Section 9.03 Subordination and Priority of Payments. The subordination provisions contained in
		Section 3.08, Section 3.09 and Article X hereof may not be
		amended or modified without the consent of the Policy Provider (so long as a
		Policy Provider Non-Consent Event has not occurred and is not continuing), each
		provider of an Eligible Credit Facility, each Hedge Provider, each Holder of
		the subclass of Securities affected thereby and each Holder of any subclass of
		Securities ranking senior thereto. In no event shall the provisions set forth
		in Section 3.08 hereof relating to the priority of the Expenses, Hedge
		Payments and payments under all Eligible Credit Facilities be amended or
		modified.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Section 9.04 Execution
		of Amendments by Trustee. In executing,
		or accepting the additional trusts created by, any amendment or modification to
		this Indenture permitted by this Article IX or the modifications thereby
		of the trusts created by this Indenture, the Trustee shall be entitled to
		receive, and shall be fully protected in relying upon, an Officer’s
		Certificate and an Opinion of Counsel stating that the execution of such
		amendment is authorized or permitted by this Indenture. The Trustee may, but
		shall not be obligated to, enter into any such amendment which affects the
		Trustee’s own rights, duties, immunities or indemnities under this
		Indenture or otherwise.
	 

	 
		Section 9.05 Conformity with Trust Indenture Act. Every indenture supplemental hereto pursuant to this
		Article IX shall conform to the requirements of the Trust Indenture Act as
		then in effect.
	 

	 
		ARTICLE X
	 

	 
		 
	 

	 
		SUBORDINATION
	 

	 
		Section 10.01
		Subordination of the Securities and
		Other Subordinated Obligations. (a) The
		Issuer, each Holder (by its acceptance of its Security) and each other Secured
		Party (by its acceptance of the benefits of the Security Trust Agreement) agree
		that (i) the Securities and the other Obligations shall be subject to the
		provisions of this Article X and, in the case of the Secured Obligations,
		to the provisions of Article VII of the Security Trust Agreement and
		(ii) each Subordinated Claimant (and each Subordinated Representative of
		any thereof) agree for the benefit of each Senior Claimant (and the Controlling
		Party and the Trustee acting therefor) that each Subordinated Claim shall be
		subordinated fully in right of payment to each Senior Claim as provided in
		Section 3.08 hereof, Section 3.09 hereof (if applicable), this
		Article X and Article VII of the Security Trust Agreement.
	 

	 
		(b) For the purposes of this Agreement, no
		Senior Claims shall be deemed to have been paid in full until and unless the
		Senior Claimant (or the Trustee therefor) of such Senior Claims shall have
		received payment in full in cash of such Senior Claims.
	 

	 
		(c) All payments or distributions upon or
		with respect to any Obligations that are received by any Subordinated Claimant
		(or any Subordinated Representative thereof) contrary to the provisions of this
		Indenture or in excess of the amounts to which such Subordinated Claimant is
		entitled under Section 3.08 hereof shall be received for the benefit of the
		Senior Claimant, shall be segregated from other funds and property held by such
		Subordinated Claimant (or any Subordinated Representative therefor) and shall
		be forthwith paid over to the Trustee in the same form as so received (with any
		necessary endorsement) to be applied (in the case of cash) to or held as
		collateral (in the case of non-cash property or securities) for the payment or
		prepayment of the Senior Claims in accordance with the terms hereof.
	 

	 
		(d) Notwithstanding anything contained
		herein to the contrary, payments (or the proceeds thereof) (i) deposited in any
		Cash Collateral Account or drawn under any Eligible Credit Facility, (ii) drawn
		under the Policy or (iii) deposited in the Defeasance/Redemption Account (or,
		in the case of a Refinancing, the Refinancing Account) in respect of a
		Redemption under Section 3.10 hereof or in respect of the defeasance of
		Securities pursuant to Article XII 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		hereof shall not be subordinated to the
		prior payment of any Senior Claimants in respect of any Senior Claims or
		subject to any other restrictions set forth in this Article X and
		Article VII of the Security Trust Agreement, and none of the Holders shall
		be obligated to pay over any payments from any such property to the Security
		Trustee or any other creditor of any of the Grantors (as defined in the
		Security Trust Agreement).
	 

	 
		(e) The Senior Representative is hereby
		authorized to demand specific performance of the provisions of this
		Article X at any time when any Subordinated Claimant (or any Subordinated
		Representative thereof) shall have failed to comply with any of such provisions
		applicable to them. The Subordinated Claimants (and each Subordinated
		Representative of any thereof) hereby irrevocably waive any defense based on
		the adequacy of a remedy at law that might be asserted as a bar to such remedy
		of specific performance.
	 

	 
		Section 10.02
		Rights of Subrogation. The Subordinated Claimants (and each Subordinated
		Representative of any thereof) agree that no payment or distribution to any
		Senior Claimant (or the Trustee therefor) pursuant to the provisions of this
		Indenture shall entitle any Subordinated Claimant (or any Subordinated
		Representative thereof) to exercise any rights of subrogation in respect
		thereof until all Obligations constituting Senior Claims with respect to such
		Person shall have been paid in full.
	 

	 
		Section 10.03
		Further Assurances of Subordinated
		Representatives. Each of the
		Subordinated Representatives shall, at the expense of the Issuer, at any time
		and from time to time promptly execute and deliver all further instruments and
		documents, and take all further action, that the Controlling Party (or the
		Policy Provider if the Policy Provider is not the Controlling Party;
		provided that if the Subordinated Representatives receive
		conflicting requests, the request of the Controlling Party shall apply only)
		may reasonably request, in order to effectuate the provisions of this
		Article X.
	 

	 
		Section 10.04
		Enforcement. Each Subordinated Claimant (and the Subordinated
		Representative therefor) agrees that the provisions of this Article X
		shall be enforceable against it under all circumstances, including without
		limitation in any proceeding referred to in Sections 4.01(e) and 4.01(f)
		hereof.
	 

	 
		Section 10.05
		Continued Effectiveness. The provisions of this Article X shall continue
		to be effective or shall be revived or reinstated, as the case may be, if at
		any time any payment of any of the Senior Claims is rescinded or must otherwise
		be returned by any Senior Claimant upon the insolvency, bankruptcy or
		reorganization of any ACS Bermuda Group Member, or otherwise, all as though
		such payment had not been made.
	 

	 
		Section 10.06
		Senior Claims and Subordinated Claims
		Unimpaired. Nothing in this
		Article X shall impair, as between the Issuer and any Senior Claimant or
		any Subordinated Claimant, the obligations of the Issuer to such Person,
		including without limitation the Senior Claims and the Subordinated Claims;
		provided that it is understood that the enforcement of rights
		and remedies shall be subject to the terms of this Indenture and the Security
		Trust Agreement.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Section 10.07 Ranking of the Guarantee. The Guarantor’s Guarantee of the Securities (the
		“Guarantee”) shall rank pari passu with
		its obligation to make payments on or otherwise perform in accordance with the
		terms of the Guarantor Class A Securities.
	 

	 
		ARTICLE XI
	 

	 
		 
	 

	 
		GUARANTEE
	 

	 
		Section 11.01
		Guarantee. The Guarantor hereby fully and unconditionally
		guarantees to each Holder of Securities, the Trustee on behalf of such Holder,
		each Service Provider, the Policy Provider, the Initial Credit Facility
		Provider, any Hedge Provider and each other Secured Party (each, a
		“Guaranteed Party” and, collectively, the “Guaranteed Parties”), in each case, the due and punctual performance
		of all obligations of the Issuer to each Guaranteed Party under the Securities,
		this Indenture and the Related Documents (the “Guaranteed Obligations”), all in accordance with this Indenture, the
		Securities and the other Related Documents. The liability of the Guarantor
		under this Guarantee is limited to the maximum amount that will result in the
		obligations of the Guarantor not constituting a fraudulent conveyance or
		fraudulent transfer under Applicable Law.
	 

	 
		This Guarantee shall be a Guarantee of
		payment and performance and not merely of collection only. The Guarantor hereby
		agrees that it shall not be required that any Guaranteed Party assert or
		enforce any rights against the Issuer or any other person before or as a
		condition to the obligation of the Guarantor subject to this Guarantee.
	 

	 
		The Guarantor hereby waives diligence,
		presentment, filing of claims with a court in the event of merger or bankruptcy
		of the Issuer or any other ACS Bermuda Group Member, any right to require a
		proceeding first against the Issuer or any other ACS Bermuda Group Member, the
		benefit of discussion, protest or notice with respect to any Security or the
		debt evidenced thereby and all demands whatsoever (except as specified above),
		and covenants that this Article XI shall not be discharged as to any such
		Security except by payment in full of the Guaranteed Obligations. The maturity
		of the Securities and related obligations guaranteed hereby may be accelerated
		as provided in Article IV for the purposes of this Article XI. In the
		event of any declaration of acceleration of such obligations as provided in
		Article IV of this Indenture, such obligations (whether or not due and
		payable) shall forthwith become due and payable by the Guarantor for the
		purpose of this Article XI. In addition, without limiting the foregoing
		provisions, upon the effectiveness of an acceleration under Article IV of
		this Indenture, the Trustee shall be entitled to make a demand for payment on
		the Securities under the Guarantee provided for in this Article XI.
	 

	 
		The Guarantor hereby waives any claim or
		other claim or other rights which it may now or hereafter acquire against the
		Issuer or any other ACS Bermuda Group Member that arise from the existence,
		payment, performance or enforcement of such Guarantor’s obligations under
		this Indenture, including, without limitation, any right of subrogation,
		reimbursement, exoneration, contribution, indemnification, any right to
		participate in any claim or remedy of a Guaranteed Party against the Issuer or
		any other ACS Bermuda Group Member, whether or not such claim, remedy or right
		arises in equity, or under contract, statute or common law, including, without
		limitation, the right to take or receive from the Issuer or any other ACS
		Bermuda Group 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Member, directly or indirectly, in cash or
		other property or in any other manner, payment or security on account of such
		claim or other rights, until all of the Guarantor’s obligations under this
		Indenture have been satisfied. If any amount shall be paid to the Guarantor in
		violation of the preceding sentence and the Guaranteed Obligations shall not
		have been paid in full, such amount shall be deemed to have been paid to the
		Guarantor for the benefit of, and held in trust for the benefit of, such
		Guaranteed Party, and shall forthwith be paid to such Guaranteed Party. The
		Guarantor acknowledges that it will receive direct and indirect benefits from
		the issuance of the Securities pursuant to this Indenture and that the waiver
		set forth in this paragraph is knowingly made in contemplation of such
		benefits.
	 

	 
		Any right which at any time the Guarantor
		has under the existing or future laws of Ireland and Bermuda to require that
		recourse be had to the assets of the Issuer or any other ACS Ireland Group
		Member before any claim is enforced against the Guarantor in respect of the
		obligations hereby assumed by the Guarantor, is hereby abandoned and waived and
		the Guarantor undertakes that if at any time any Guaranteed Party sues the
		Guarantor in respect of any such obligations and the Issuer or any other ACS
		Bermuda Group Member is not sued also, the Guarantor shall not claim that the
		Issuer or any other ACS Bermuda Group Member be made a party to the proceedings
		and the Guarantor agrees to be bound by this guarantee whether or not the
		Guarantor is made party to legal proceedings for the recovery of the amount due
		or owing to such Guaranteed Party as aforesaid by the Issuer and whether the
		formalities required by any law of Bermuda whether existing or future in regard
		to the rights or obligations of sureties shall or shall not have been
		observed.
	 

	 
		Any right which the Guarantor may have under
		the existing or future laws of Ireland and Bermuda to require that any
		liability under this Guarantee be divided or apportioned with any other person
		or reduced in any manner whatsoever is hereby abandoned and waived.
	 

	 
		The Guarantee set forth in this Section
		11.01 shall not be valid or become obligatory for any purpose with respect to
		the Guaranteed Obligations until the execution of this Indenture or, with
		respect to a Security, until the certificate of authentication on such Security
		shall have been signed by or on behalf of the Trustee. The Guarantees given by
		the Guarantor to the Guaranteed Parties pursuant to this Section 11.01 are, for
		purposes of this Article XI, hereinafter referred to as the
		“Guarantee”.
	 

	 
		Section 11.02
		Reinstatement. The Guarantor hereby agrees that the guarantee
		provided for in Section 11.01 hereof shall continue to be effective or be
		reinstated, as the case may be, if at any time, payment, or any part thereof,
		of any obligations guaranteed or interest thereon is rescinded or must
		otherwise be restored by a Guaranteed Party to the Issuer upon the bankruptcy,
		reorganization or insolvency of the Issuer or the Guarantor or
		otherwise.
	 

	 
		Section 11.03
		Unconditional Nature of
		Guarantee. The Guarantor hereby agrees
		that its obligations under the Guarantee shall be irrevocable and
		unconditional, irrespective of the validity, regularity or enforceability of
		the Securities or this Indenture or any other Related Document against the
		Issuer or any other ACS Bermuda Group Member, the absence of any action to
		enforce the Issuer’s or any other ACS Bermuda Group Member’s
		obligations under the Securities, this Indenture or any other Related Document,
		any waiver or consent by a Holder with respect to any provisions thereof or any
		provisions of this Indenture and the Related
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 Documents, any amendment to the terms under
		which the Securities are issued, any release of collateral related to the
		Securities or the Issuer’s or any other ACS Bermuda Group Member’s
		obligations under this Indenture or any other Related Document, the bankruptcy
		of the Issuer or any other ACS Bermuda Group Member or any circumstance with
		might otherwise constitute a legal or equitable discharge or defense of a
		guarantor; provided,
		however, that the Guarantor shall be
		entitled to exercise any right that the Issuer could have exercised under this
		Indenture to cure any default in respect of its obligations under this
		Indenture or the Securities, if any, but only to the extent such right, if any,
		is provided to the Issuer under this Indenture or the Securities.
	 

	 
		The Guarantor hereby waives each of the
		following to the fullest extent of the law: (i) all statutes of limitation as a
		defense to any action brought by any party against the Guarantor in connection
		with this Guarantee, (ii) any defense based upon (a) the lack of perfection or
		failure of priority of any security for the Guaranteed Obligations; (b) any act
		or omission of any Guaranteed Party that directly or indirectly results in the
		discharge or release of any Issuer or any other Person, or any of the
		obligations subject to this Guarantee or any security therefor; or (c) any
		other defense of the Issuer or any other Person with respect to the Guaranteed
		Obligations, whether consensual or arising by operation of law or any
		bankruptcy, insolvency or debtor-relief proceeding, or from any other cause,
		(iii) any right (whether now or hereafter existing) to require any Guaranteed
		Party, as a condition to the enforcement of this Guarantee, to (a) accelerate
		the Issuer’s obligations, (b) give notice to the Guarantor of the terms,
		time and place of any public or private sale of any security for the Guaranteed
		Obligations; or (c) exhaust any security for the Guaranteed Obligations, (iv)
		any right to presentment, demand, protest and notice of any kind, including,
		without limitation, notices of default and notices of acceptance of this
		Guarantee, (v) all suretyship defenses and rights of every nature otherwise
		available under New York law and the laws of any other jurisdiction, and (vi)
		all other rights and defenses, the assertion or exercise of which would in any
		way diminish the liability of the Guarantor hereunder.
	 

	 
		ARTICLE XII
	 

	 
		 
	 

	 
		DISCHARGE OF INDENTURE;
		DEFEASANCE
	 

	 
		Section 12.01
		Discharge of Liability on the
		Securities; Defeasance. (a) When
		(i) the Issuer delivers to the Trustee all Outstanding Securities (other
		than Securities replaced pursuant to Section 2.08 hereof) for cancellation
		or (ii) all Outstanding Securities have become due and payable, whether at
		maturity or as a result of the mailing of a notice of redemption pursuant to
		Section 3.10(c) hereof and the Issuer irrevocably deposits in the
		Defeasance/Redemption Account funds sufficient to pay at maturity or upon
		redemption all Outstanding Securities, including without limitation interest
		thereon to maturity or the Redemption Date (other than Securities replaced
		pursuant to Section 2.08 hereof and any Required Expense Amount), and if
		in either case the Issuer pays all other sums payable hereunder by the Issuer
		(including any Hedge Breakage Costs resulting from the discharge of this
		Indenture), then this Indenture shall, subject to Section 12.01(c) hereof,
		cease to be of further effect. The Trustee shall acknowledge satisfaction and
		discharge of this Indenture on demand of the Issuer accompanied by an
		Officers’ 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Certificate and an Opinion of Counsel, at
		the cost and expense of the Issuer, to the effect that any conditions precedent
		to a discharge of this Indenture have been met.
	 

	 
		(b) Subject to Sections 12.01(c) and 12.02
		hereof, the Issuer at any time may terminate (i) all its obligations under the
		Securities and this Indenture (“Legal Defeasance” option) or (ii) its obligations under Sections
		4.01 (other than with respect to a failure to comply with Sections 4.01(a),
		4.01(b), 4.01(e) (only with respect to the Issuer) and 4.01(f) (only with
		respect to the Issuer)), 5.02 and 5.03 hereof (“Covenant Defeasance” option). The Issuer may exercise its Legal
		Defeasance option notwithstanding its prior exercise of its Covenant Defeasance
		option.
	 

	 
		If the Issuer exercises its Legal Defeasance
		option, payment of any Securities subject to such Legal Defeasance may not be
		accelerated because of an Event of Default. If the Issuer exercises its
		Covenant Defeasance option, payment of the Securities may not be accelerated
		because of an Event of Default (other than with respect to a failure to comply
		with Sections 4.01(a), 4.01(b), 4.01(e) (other than with respect to the
		Issuer), 4.01(f) (other than with respect to the Issuer)) and 5.02(n)
		hereof.
	 

	 
		Upon satisfaction of the conditions set
		forth herein and upon request of the Issuer, the Trustee shall acknowledge in
		writing the discharge of those obligations that the Issuer terminates.
	 

	 
		(c) Notwithstanding clauses (a) and (b)
		above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04,
		2.05, 2.06, 2.07, 2.08 and 2.09, 5.02(n), Article VI, Sections 8.01,
		12.04, 12.05 and 12.06 hereof shall survive until all the Securities have been
		paid in full. Thereafter, the Issuer’s obligations in Sections 8.01,
		12.04 and 12.05 hereof shall survive.
	 

	 
		Section 12.02
		Conditions to Defeasance. The Issuer may exercise its Legal Defeasance option or
		its Covenant Defeasance option only if:
	 

	 
		(a) the Issuer irrevocably deposits in trust
		in the Defeasance/Redemption Account any one or any combination of (i) money,
		(ii) obligations of, and supported by the full faith and credit of, the U.S.
		Government (“U.S. Government
		Obligations”) or
		(iii) obligations of corporate issuers (“Corporate Obligations”) (provided that
		any such Corporate Obligations are rated AA+ or higher by Standard &
		Poor’s and Aa2 or higher by Moody’s at such time and shall not have a
		maturity of longer than three years from the date of defeasance) for the
		payment of all principal or Redemption Price, and interest (A) on the
		Securities or any class or subclass of Securities being defeased, in the case
		of Legal Defeasance, or (B) on all of the Securities in the case of
		Covenant Defeasance, in either case, to maturity or redemption, as the case may
		be;
	 

	 
		(b) the Issuer delivers to the Trustee a
		certificate from a nationally recognized firm of independent accountants
		expressing their opinion that the payments of principal and interest when due
		and without reinvestment on the deposited U.S. Government Obligations or the
		Corporate Obligations plus any deposited money without investment will provide
		cash at such times and in such amounts as will be sufficient to pay principal
		and interest when due (i) on each class or subclass of Securities being
		defeased, in the case of Legal Defeasance, or (ii) on all 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		of the Securities in the case of Covenant
		Defeasance, in either case, to maturity or redemption, as the case may
		be;
	 

	 
		(c) 91 days pass after the deposit described
		in clause (a) above is made and during the 91-day period no Event of
		Default specified in Section 4.01(e) or (f) hereof with respect to the Issuer
		occurs which is continuing at the end of the period;
	 

	 
		(d) the deposit described in clause (a)
		above does not constitute a default under any other agreement binding on the
		Issuer;
	 

	 
		(e) the Issuer delivers to the Trustee an
		Opinion of Counsel to the effect that the trust resulting from the deposit
		described in clause (a) does not constitute, or is qualified as, a
		regulated investment company under the Investment Company Act of 1940, as
		amended;
	 

	 
		(f) in the case of the Legal Defeasance
		option, the Issuer shall have delivered to the Trustee an Opinion of Counsel
		stating that (i) the Issuer has received from, or there has been published
		by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this
		Indenture there has been a change in the applicable federal income tax law, in
		either case to the effect that, and based thereon such opinion of counsel shall
		confirm that the Holders will not recognize income, gain or loss for U.S.
		federal income tax purposes as a result of such Legal Defeasance and will be
		subject to federal income tax on the same amounts, in the same manner and at
		the same times as would have been the case if such Legal Defeasance had not
		occurred;
	 

	 
		(g) in the case of the Covenant Defeasance
		option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to
		the effect that the Holders will not recognize income, gain or loss for U.S.
		federal income tax purposes as a result of such Covenant Defeasance and will be
		subject to U.S. federal income tax on the same amounts, in the same manner and
		at the same times as would have been the case if such Covenant Defeasance had
		not occurred;
	 

	 
		(h) if the related Securities are then
		listed on any securities exchange, the Issuer delivers to the Trustee an
		Opinion of Counsel to the effect that such deposit, defeasance and discharge
		will not cause such Securities to be delisted;
	 

	 
		(i) a Rating Agency Confirmation and the
		prior written consent of each of the Policy Provider and the Initial Credit
		Facility Provider is obtained relating to the defeasance contemplated by this
		Section 12.02; 
	 

	 
		(j) in the case of a Legal Defeasance only,
		the Policy shall be terminated and surrendered to the Policy Provider for
		cancellation;
	 

	 
		(k) all amounts due and owing to the Policy
		Provider and the Initial Credit Facility Provider have been paid (or provided
		for under Section 12.02(a)); and
	 

	 
		(l) the Issuer delivers to the Trustee an
		Opinion of Counsel and an Officer’s Certificate that all conditions
		precedent to such defeasance has been satisfied.
	 

	 
		Section 12.03
		Application of Trust
		Money. The Trustee shall hold in trust
		in the Defeasance/Redemption Account money, U.S. Government Obligations or
		Corporate 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Obligations deposited with it pursuant to
		this Article XII. It shall apply the deposited money and the money from
		U.S. Government Obligations or Corporate Obligations in accordance with this
		Indenture to the payment of principal, premium, if any, and interest on the
		class or subclass of Securities. Money and securities so held in trust are not
		subject to Article X hereof or to Article VII of the Security Trust
		Agreement.
	 

	 
		Section 12.04
		Repayment to Issuer. The Trustee shall promptly turn over to the Issuer
		upon written request any excess money or securities held by it at any time
		after application of the appropriate defeasance option.
	 

	 
		Subject to any applicable abandoned property
		law, the Trustee shall pay to the Issuer upon written request any money held by
		it for the payment of principal or interest that remains unclaimed for two
		years and, thereafter, Holders entitled to the money must look to the Issuer
		for payment as general creditors.
	 

	 
		Section 12.05
		Indemnity for Government Obligations and
		Corporate Obligations. The Issuer shall
		pay and shall indemnify the Trustee against any tax, fee or other charge
		imposed on or assessed against deposited U.S. Government Obligations or
		Corporate Obligations, or the principal and interest received on such U.S.
		Government Obligations or Corporate Obligations, which has been remitted by the
		Trustee to the U.S. government or any taxing authority.
	 

	 
		Section 12.06
		Reinstatement. If the Trustee is unable to apply any money or U.S.
		Government Obligations or Corporate Obligations in accordance with this
		Article XII by reason of any legal proceeding or by reason of any order or
		judgment of any court or governmental authority enjoining, restraining or
		otherwise prohibiting such application, the Issuer’s obligations under
		this Indenture and the Securities shall be revived and reinstated as though no
		deposit had occurred pursuant to this Article XII until such time as the
		Trustee is permitted to apply all such money, U.S. Government Obligations or
		Corporate Obligations in accordance with this Article XII; provided,
		however, that, if the Issuer has made any payment of interest
		on or principal of any Securities because of the reinstatement of its
		obligations, the Issuer shall be subrogated to the rights of the Holders of
		such Securities to receive such payment from the money, U.S. Government
		Obligations or Corporate Obligations held by the Trustee.
	 

	 
		ARTICLE XIII
	 

	 
		 
	 

	 
		MISCELLANEOUS
	 

	 
		Section 13.01
		Right of Trustee to
		Perform. If the Issuer for any reason
		fails to observe or punctually to perform any of its obligations to the
		Trustee, whether under this Indenture or any of the other Related Documents or
		otherwise, the Trustee shall have power (but shall have no obligation), on
		behalf of or in the name of the Issuer or otherwise, to perform such
		obligations and to take any steps which the Trustee may, in its absolute
		discretion, consider appropriate with a view to remedying, or mitigating the
		consequences of, such failure by the Issuer; provided that no
		exercise or failure to exercise this power by the Trustee shall in any way
		prejudice the Trustee’s other rights under this Indenture or any of the
		other Related Documents.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Section 13.02 Waiver. Any
		waiver by any party of any provision of this Indenture or any right, remedy or
		option hereunder shall only prevent and estop such party from thereafter
		enforcing such provision, right, remedy or option if such waiver is given in
		writing and only as to the specific instance and for the specific purpose for
		which such waiver was given. The failure or refusal of any party hereto to
		insist in any one or more instances, or in a course of dealing, upon the strict
		performance of any of the terms or provisions of this Indenture by any party
		hereto or the partial exercise of any right, remedy or option hereunder shall
		not be construed as a waiver or relinquishment of any such term or provision,
		but the same shall continue in full force and effect. No failure on the part of
		the Trustee to exercise, and no delay on its part in exercising, any right or
		remedy under this Indenture will operate as a waiver thereof, nor will any
		single or partial exercise of any right or remedy preclude any other or further
		exercise thereof or the exercise of any other right or remedy. The rights and
		remedies provided in this Indenture are cumulative and not exclusive of any
		rights or remedies provided by law. The Trustee shall notify the Paying Agent
		promptly of any waiver by any party of any provision of this Indenture pursuant
		to this Section 13.02.
	 

	 
		Section 13.03
		Severability. In the event that any provision of this Indenture or
		the application thereof to any party hereto or to any circumstance or in any
		jurisdiction governing this Indenture shall, to any extent, be invalid or
		unenforceable under any applicable statute, regulation or rule of law, then
		such provision shall be deemed inoperative to the extent that it is invalid or
		unenforceable and the remainder of this Indenture, and the application of any
		such invalid or unenforceable provision to the parties, jurisdictions or
		circumstances other than to whom or to which it is held invalid or
		unenforceable, shall not be affected thereby nor shall the same affect the
		validity or enforceability of this Indenture. The parties hereto further agree
		that the holding by any court of competent jurisdiction that any remedy pursued
		by the Trustee hereunder is unavailable or unenforceable shall not affect in
		any way the ability of the Trustee to pursue any other remedy available to
		it.
	 

	 
		Section 13.04
		Restrictions on Exercise of Certain
		Rights. (a) The Trustee and, during the
		continuance of a payment Default with respect to the Senior Class, the Senior
		Trustee, in its capacity as trustee of such class and except as otherwise
		provided in Section 4.04 hereof, may sue for recovery or take any other steps
		for the purpose of recovering any of the obligations hereunder or any other
		debts or liabilities whatsoever owing to it by the Issuer. Each of the parties
		hereto and each Holder by virtue of its acceptance of the Securities (other
		than the Trustee) hereby agrees that it shall not take any steps for the
		purpose of procuring the appointment of an administrative receiver, Irish law
		examiner, receiver or similar officer or the making of an administration order
		or for instituting any bankruptcy, reorganization, arrangement, insolvency,
		winding up, liquidation, composition, examinership or any like proceedings
		under the laws of Bermuda. 
	 

	 
		(b) If after the occurrence and continuance
		of an Event of Default, the obligations of the Issuer in respect of the
		Securities and any other claims of any Secured Party will be limited to the net
		proceeds of the disposal and/or realization of the Collateral by the Security
		Trustee pursuant to the provisions of the Indentures and the Security Trust
		Agreement, the Secured Parties shall have no further claim against the Issuer
		in respect of such unpaid amounts and will accordingly not have any right
		hereunder to be able to petition for the winding up of the Issuer or to take
		any steps for the purpose of procuring the appointment of an 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		administrative receiver, Irish law examiner,
		receiver or similar officer or the making of an administration order or for
		instituting any bankruptcy, reorganization, arrangement, insolvency, winding
		up, liquidation, composition, examinership or any like proceedings under the
		laws of Bermuda as a consequence of such shortfall.
	 

	 
		Section 13.05
		Notices. All notices, demands, certificates, requests,
		directions, instructions and communications hereunder (“Notices”)
		shall be in writing and shall be effective (a) upon receipt when sent through
		the mails, registered or certified mail, return receipt requested, postage
		prepaid, with such receipt to be effective the date of delivery indicated on
		the return receipt, or (b) one Business Day after delivery to an overnight
		courier, or (c) on the date personally delivered to an authorized officer of
		the party to which sent, or (d) on the date transmitted by legible telecopier
		transmission with a confirmation of receipt, in all cases addressed to the
		recipient as follows: 
	 

	 
		if to the Issuer, to:
	 

	 
		ACS 2007-1 Limited
	 

	 
		Clarendon House
	 

	 
		2 Church Street
	 

	 
		Hamilton HM11
	 

	 
		Bermuda
	 

	 
		Attention: The Company Secretary
	 

	 
		Fax: +1 (441) 292-4720
	 

	 
		with a copy to:
	 

	 
		Aircastle Advisor LLC
	 

	 
		300 First Stamford Place, 5th Floor
	 

	 
		Stamford, CT 06902
	 

	 
		Attention: Lease Management
	 

	 
		Fax: (203) 504-1021 
	 

	 
		if to the Guarantor, to:
	 

	 
		ACS Aircraft Finance Ireland 2
		Limited
	 

	 
		25/28 North Wall Quay
	 

	 
		International Financial Services
		Centre
	 

	 
		Dublin 1
	 

	 
		Ireland
	 

	 
		Attention: Secretary
	 

	 
		Fax: +353 (1) 649-2649
	 

	 
		with a copy to:
	 

	 
		Aircastle Advisor LLC
	 

	 
		300 First Stamford Place, 5th Floor
	 

	 
		Stamford, CT 06902
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Attention: Lease Management
	 

	 
		Fax: (203) 504-1021 
	 

	 
		if to the Administrative Agent, to:
	 

	 
		Aircastle Advisor LLC
	 

	 
		300 First Stamford Place, 5th Floor
	 

	 
		Stamford, CT 06902
	 

	 
		Attention: Lease Management
	 

	 
		Fax: (203) 504-1021 
	 

	 
		if to the Bermudian Remarketing Servicer,
		to:
	 

	 
		Aircastle Advisor LLC
	 

	 
		300 First Stamford Place, 5th Floor
	 

	 
		Stamford, CT 06902
	 

	 
		Attention: Lease Management
	 

	 
		Fax: (203) 504-1021 
	 

	 
		if to the Irish Remarketing Servicer,
		to:
	 

	 
		Aircastle Advisor (Ireland) Limited
	 

	 
		8 Fitz William Place
	 

	 
		Dublin 2
	 

	 
		Ireland
	 

	 
		Fax: +353 (1) 6565 0801
	 

	 
		if to the Cash Manager, to:
	 

	 
		Deutsche Bank Trust Company Americas
	 

	 
		60 Wall Street, 26th Floor
	 

	 
		New York, New York 10005
	 

	 
		Attn: Structured Finance Services/Trust
		& Securities Services
	 

	 
		Fax: (212) 553-2459
	 

	 
		with a copy to:
	 

	 
		Deutsche Bank International Limited
	 

	 
		Global Transaction Banking Trust and
		Securities Services
	 

	 
		Floor 4
	 

	 
		St. Paul’s Gate
	 

	 
		New Street
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Jersey, Channel Islands
	 

	 
		Attn: James Saout/Stephen McKenna
	 

	 
		Fax: 00 44 1534 889884
	 

	 
		if to the Initial Credit Facility Provider,
		to:
	 

	 
		HSH Nordbank AG, New York Branch,
	 

	 
		230 Park Avenue
	 

	 
		New York, NY 10169-0005
	 

	 
		Attn: Edward J. McGarvey
	 

	 
			
				
				   
				

			 	
				
				  SVP, Head of
				  Aviation-Americas
				

			 

 

	 
		Fax: (212) 407-6033
	 

	 
			
				
				   
				

			 	
				
				  With a copy to:
				

			 	
				
				  Loan Administration
 
				

				
				  Fax: (212) 407-6802
				

			 

 

	  

	 
			
				
				   
				

			 	
				
				  With a copy to:
				

			 	
				
				  General Counsel
 Fax: (212)
				  407-6811
				

			 

 

	  

	 
		if to the Trustee, the Registrar or the
		Paying Agent, to:
	 

	 
		Deutsche Bank Trust Company Americas
	 

	 
		60 Wall Street, 26th Floor
	 

	 
		New York, New York 10005
	 

	 
		Attn: Structured Finance Services/Trust
		& Securities Services
	 

	 
		Fax: (212) 553-2459
	 

	 
		if to the Policy Provider, to:
	 

	 
		Financial Guaranty Insurance Company
	 

	 
		125 Park Avenue
	 

	 
		New York, New York 10017
	 

	 
		Attention: Surveillance, Commercial
		Structured Finance
	 

	 
		Fax: (212) 312-3220
	 

	 
		if to the Drawing Agent, to:
	 

	 
		Deutsche Bank Trust Company Americas
	 

	 
		60 Wall Street, 26th Floor
	 

	 
		New York, New York 10005
	 

	 
		Attn: Structured Finance Services/Trust
		& Securities Services
	 

	 
		Fax: (212) 553-2459
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		for so long as the Securities are listed on
		the Alternative Securities Market of the Irish Stock Exchange, if to the Irish
		Listing Agent, to:
	 

	 
		A&L Listing Limited
	 

	 
		North Wall Quay
	 

	 
		International Financial Services
		Centre
	 

	 
		Dublin 1
	 

	 
		Ireland
	 

	 
		Attention: Aideen Lee
	 

	 
		Fax: +353 1 649 2649
	 

	 
		for so long as the Securities are listed on
		the Alternative Securities Market of the Irish Stock Exchange, if to the Irish
		Paying Agent, to:
	 

	 
		Deutsche International Corporate Services
		(Ireland) Limited
	 

	 
		5 Harbourmaster Place
	 

	 
		International Financial Services
		Centre
	 

	 
		Dublin 1
	 

	 
		Ireland
	 

	 
		Attention: Directors
	 

	 
		Fax: +353 1 680 6050
	 

	 
		A copy of each notice given hereunder to any
		party hereto shall also be given to each of the other parties hereto. Each
		party hereto may, by notice given in accordance herewith to each of the other
		parties hereto, designate any further or different address to which subsequent
		Notices shall be sent. 
	 

	 
		Section 13.06
		Assignments; Third Party
		Beneficiary. This Indenture shall be a
		continuing obligation of the Issuer and shall (i) be binding upon the Issuer
		and its successors and assigns and (ii) inure to the benefit of and be
		enforceable by the Trustee, and by its successors, transferees and assigns. The
		Issuer may not assign any of its obligations under this Indenture, or delegate
		any of its duties hereunder. Each Hedge Provider and each provider of an
		Eligible Credit Facility shall be a third party beneficiary of this
		Indenture.
	 

	 
		Section 13.07
		Currency Conversion. (a) If any amount is received or recovered by the Cash
		Manager or the Trustee in respect of this Indenture or any part thereof
		(whether as a result of the enforcement of the security created under the
		Security Trust Agreement or pursuant to this Indenture or any judgment or order
		of any court or in the liquidation or dissolution of the Issuer or by way of
		damages for any breach of any obligation to make any payment under or in
		respect of the Issuer’s obligations hereunder or any part thereof or
		otherwise) in a currency (the “Received Currency”) other than the currency in which such amount was
		expressed to be payable (the “Agreed Currency”), then the amount in the Received Currency
		actually received or recovered by the Trustee or the Cash Manager shall, to the
		fullest extent permitted by Applicable Law, only constitute a discharge to the
		Issuer to the extent of the amount of the Agreed Currency which the Cash
		Manager or the Trustee was or would have been able in accordance with its
		normal procedures to purchase on the date of actual receipt or recovery (or, if
		that is not 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		practicable, on the next date on which it is
		so practicable), and, if the amount of the Agreed Currency which the Cash
		Manager or Trustee is or would have been so able to purchase is less than the
		amount of the Agreed Currency which was originally payable by the Issuer, the
		Issuer shall pay to the Cash Manager such amount as the Cash Manager shall
		determine to be necessary to indemnify the Trustee and the Cash Manager against
		any Loss sustained by it as a result (including the cost of making any such
		purchase and any premiums, commissions or other charges paid or Incurred in
		connection therewith) and so that such indemnity, to the fullest extent
		permitted by Applicable Law, (i) shall constitute a separate and
		independent obligation of the Issuer distinct from its obligation to discharge
		the amount which was originally payable by the Issuer and (ii) shall give
		rise to a separate and independent cause of action and apply irrespective of
		any indulgence granted by the Cash Manager or the Trustee and continue in full
		force and effect notwithstanding any judgment, order, claim or proof for a
		liquidated amount in respect of the amount originally payable by the Issuer or
		any judgment or order and no proof or evidence of any actual loss shall be
		required.
	 

	 
		(b) For the purpose of or pending the
		discharge of any of the moneys and liabilities hereby secured the Cash Manager
		may convert any moneys received, recovered or realized by the Cash Manager
		under this Indenture (including the proceeds of any previous conversion under
		this Section 13.07) from their existing currency of denomination into the
		currency of denomination (if different) of such moneys and liabilities and any
		conversion from one currency to another for the purposes of any of the
		foregoing shall be made at the Trustee’s then prevailing spot selling rate
		at its office by which such conversion is made. If not otherwise required to be
		applied in the Received Currency, the Cash Manager, acting on behalf of the
		Security Trustee, shall promptly convert any moneys in such Received Currency
		other than U.S. dollars into U.S. dollars. Each previous reference in this
		section to a currency extends to funds of that currency and funds of one
		currency may be converted into different funds of the same currency. 
	 

	 
		Section 13.08
		Application to Court. The Senior Trustee may at any time after the service
		of a Default Notice apply to any court of competent jurisdiction for an order
		that the terms of this Indenture be carried into execution under the direction
		of such court and for the appointment of a Receiver of the Collateral or any
		part thereof and for any other order in relation to the administration of this
		Indenture as the Senior Trustee shall deem fit and it may assent to or approve
		any application to any court of competent jurisdiction made at the instigation
		of any of the Holders or the Policy Provider and shall be indemnified by the
		Issuer against all costs, charges and expenses Incurred by it in relation to
		any such application or proceedings.
	 

	 
		Section 13.09
		Governing Law. THIS INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY,
		AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
		ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
	 

	 
		Section 13.10
		Jurisdiction. (a) Each of the parties hereto agrees that the United
		States federal and New York State courts located in The City of New York shall
		have jurisdiction to hear and determine any suit, action or proceeding, and to
		settle any disputes, which may arise out of or in connection with this
		Indenture and, for such purposes, submits to the jurisdiction of such 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		courts. Each of the parties hereto waives
		any objection which it might now or hereafter have to the United States federal
		or New York State courts located in The City of New York being nominated as the
		forum to hear and determine any suit, action or proceeding, and to settle any
		disputes, which may arise out of or in connection with this Indenture and
		agrees not to claim that any such court is not a convenient or appropriate
		forum. Each of the parties hereto (except for the Cash Manager, the Trustee,
		the Drawing Agent, the Initial Credit Facility Provider and the Policy
		Provider) agrees that the process by which any suit, action or proceeding is
		begun may be served on it by being delivered in connection with any suit,
		action or proceeding in The City of New York to Corporation Service Company,
		with an office on the date hereof at 1133 Avenue of the Americas, Suite 3100,
		New York, New York 10036 and each of the parties hereby appoints Corporation
		Service Company, its designee, appointee and agent to receive, accept and
		acknowledge for and on its behalf such service of legal process, with the
		exception of the Trustee, the Cash Manager, the Drawing Agent, the Initial
		Credit Facility Provider and the Policy Provider, who hereby consents to
		receive any such service of process directly at the address set forth in
		Section 13.05 herein.
	 

	 
		(b) The submission to the jurisdiction of
		the courts referred to in Section 13.10(a) hereof shall not (and shall not be
		construed so as to) limit the right of the Trustee to take proceedings against
		the Issuer in any other court of competent jurisdiction nor shall the taking of
		proceedings in any one or more jurisdictions preclude the taking of proceedings
		in any other jurisdiction, whether concurrently or not.
	 

	 
		(c) Each of the parties hereto hereby
		consents generally in respect of any legal action or proceeding arising out of
		or in connection with this Indenture to the giving of any relief or the issue
		of any process in connection with such action or proceeding, including the
		making, enforcement or execution against any property whatsoever (irrespective
		of its use or intended use) of any order or judgment which may be made or given
		in such action or proceeding. 
	 

	 
		Section 13.11
		Counterparts. This Indenture may be executed in two or more
		counterparts by the parties hereto, and each such counterpart shall be
		considered an original and all such counterparts shall constitute one and the
		same instrument.
	 

	 
		Section 13.12
		Table of Contents, Headings,
		Etc. The Table of Contents and headings
		of the Articles and Sections of this Indenture have been inserted for
		convenience of reference only, are not to be considered a part hereof and shall
		in no way modify or restrict any of the terms and provisions hereof.
	 

	 
		Section 13.13
		Compliance with Applicable
		Anti-Terrorism and Anti-Money Laundering Regulations. In order to comply with the laws, rules, regulations
		and executive orders in effect from time to time applicable to banking
		institutions, including those relating to the funding of terrorist activities
		and money laundering (collectively, “Applicable Regulations”), the Trustee is required to obtain, verify and
		record certain information relating to individuals and entities which maintain
		a business relationship with the Trustee. Accordingly, each of the parties
		agrees to provide to the Trustee upon its request from time to time such
		identifying information and documentation as may be available for such party in
		order to enable the Trustee to comply with such Applicable Regulations.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		IN WITNESS WHEREOF, the parties hereto have
		caused this Indenture to be duly executed, all as of the date first written
		above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  ACS 2007-1 LIMITED, as the
				  Issuer
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SIGNED SEALED AND DELIVERED
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 On behalf of ACS AIRCRAFT
				  FINANCE IRELAND 2 LIMITED, as the Guarantor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 by its duly appointed
				  attorney
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 in the presence of:
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS, as the Trustee
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS, as the Cash Manager
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS, as the Drawing Agent
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  HSH NORDBANK AG, NEW YORK BRANCH, as
				  the Initial Credit Facility Provider
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  FINANCIAL GUARANTY INSURANCE
				  COMPANY, as the Policy Provider
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 1
	 

	 
		INITIAL AIRCRAFT
	 

	 
		 
	 

	 
			
				
				  Type of Aircraft
				

			 	
				
				   
				

			 	
				
				  Manufacturer’s Serial
				  Number
				

			 
	
				
				  Airbus A319-100
				

			 	
				
				   
				

			 	
				
				  1086
				

			 
	
				
				  Airbus A319-100
				

			 	
				
				   
				

			 	
				
				  1124
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  990
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  1041
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  1054
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  1081
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  1316
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  1345
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  1370
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  2524
				

			 
	
				
				  Airbus A320-200
				

			 	
				
				   
				

			 	
				
				  2564
				

			 
	
				
				  Airbus A321-200
				

			 	
				
				   
				

			 	
				
				  1006
				

			 
	
				
				  Airbus A321-200
				

			 	
				
				   
				

			 	
				
				  1012
				

			 
	
				
				  Boeing 737-700
				

			 	
				
				   
				

			 	
				
				  28008
				

			 
	
				
				  Boeing 737-700
				

			 	
				
				   
				

			 	
				
				  28009
				

			 
	
				
				  Boeing 737-700
				

			 	
				
				   
				

			 	
				
				  28010
				

			 
	
				
				  Boeing 737-700
				

			 	
				
				   
				

			 	
				
				  29045
				

			 
	
				
				  Boeing 737-700
				

			 	
				
				   
				

			 	
				
				  29046
				

			 
	
				
				  Boeing 737-700
				

			 	
				
				   
				

			 	
				
				  28015
				

			 
	
				
				  Boeing 737-800
				

			 	
				
				   
				

			 	
				
				  30230
				

			 
	
				
				  Boeing 737-800
				

			 	
				
				   
				

			 	
				
				  28213
				

			 
	
				
				  Boeing 737-800
				

			 	
				
				   
				

			 	
				
				  29036
				

			 
	
				
				  Boeing 737-800
				

			 	
				
				   
				

			 	
				
				  29037
				

			 
	
				
				  Boeing 737-300
				

			 	
				
				   
				

			 	
				
				  24570
				

			 
	
				
				  Boeing 737-400
				

			 	
				
				   
				

			 	
				
				  24644
				

			 
	
				
				  Boeing 737-400
				

			 	
				
				   
				

			 	
				
				  29035
				

			 
	
				
				  Boeing 737-400
				

			 	
				
				   
				

			 	
				
				  27826
				

			 
	
				
				  Boeing 737-400
				

			 	
				
				   
				

			 	
				
				  28038
				

			 
	
				
				  Boeing 737-400
				

			 	
				
				   
				

			 	
				
				  28867
				

			 
	
				
				  Boeing 737-400
				

			 	
				
				   
				

			 	
				
				  29032
				

			 
	
				
				  Boeing 737-400
				

			 	
				
				   
				

			 	
				
				  29033
				

			 
	
				
				  Boeing 737-400
				

			 	
				
				   
				

			 	
				
				  29034
				

			 
	
				
				  Boeing 737-500
				

			 	
				
				   
				

			 	
				
				  27425
				

			 
	
				
				  Boeing 757-200
				

			 	
				
				   
				

			 	
				
				  24838
				

			 
	
				
				  Boeing 757-200
				

			 	
				
				   
				

			 	
				
				  24330
				

			 
	
				
				  Boeing 757-200
				

			 	
				
				   
				

			 	
				
				  24331
				

			 
	
				
				  Boeing 757-200
				

			 	
				
				   
				

			 	
				
				  24747
				

			 
	
				
				  Boeing 757-200
				

			 	
				
				   
				

			 	
				
				  24738
				

			 
	
				
				  Boeing 757-200
				

			 	
				
				   
				

			 	
				
				  24748
				

			 
	
				
				  Airbus A330-200
				

			 	
				
				   
				

			 	
				
				  313
				

			 
	
				
				  Boeing 767-300ER
				

			 	
				
				   
				

			 	
				
				  24084
				

			 
	
				
				  Boeing 767-300ER
				

			 	
				
				   
				

			 	
				
				  25587
				

			 
	
				
				  Boeing 767-300ER
				

			 	
				
				   
				

			 	
				
				  24541
				

			 
	
				
				  Boeing 767-300ER
				

			 	
				
				   
				

			 	
				
				  24849
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Type of Aircraft
				

			 	
				
				   
				

			 	
				
				  Manufacturer’s Serial
				  Number
				

			 
	
				
				  Boeing 777-200ER
				

			 	
				
				   
				

			 	
				
				  28414
				

			 
	
				
				  Boeing 747-400ERF
				

			 	
				
				   
				

			 	
				
				  35233
				

			 
	
				
				  Boeing 747-400ERF
				

			 	
				
				   
				

			 	
				
				  35235
				

			 
	
				
				  Boeing 747-400BCF
				

			 	
				
				   
				

			 	
				
				  24975
				

			 
	
				
				  Boeing 747-400BCF
				

			 	
				
				   
				

			 	
				
				  24061
				

			 
	
				
				  MD-11SF
				

			 	
				
				   
				

			 	
				
				  48445
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 2
	 

	 
		ACS BERMUDA SUBSIDIARIES
	 

	 
		  
	 

	 
			
				
				  Entity
				

			 	
				
				   
				

			 	
				
				  Jurisdiction of
				  Organization
				

			 
	
				
				  Aircraft MSN 1041 Trust
				

			 	
				
				   
				

			 	
				
				  Utah
				

			 
	
				
				  Aircraft MSN 313 LLC
				

			 	
				
				   
				

			 	
				
				  Delaware
				

			 
	
				
				  Aircraft MSN 27425 LLC
				

			 	
				
				   
				

			 	
				
				  Delaware
				

			 
	
				
				  Aircraft MSN 35233 LLC
				

			 	
				
				   
				

			 	
				
				  Delaware
				

			 
	
				
				  Emer Aircraft Leasing (Ireland)
				  Limited
				

			 	
				
				   
				

			 	
				
				  Ireland
				

			 
	
				
				  Zebra Aircraft Leasing
				  Limited
				

			 	
				
				   
				

			 	
				
				  Cayman Islands
				

			 
	
				
				  Grayston Aircraft Leasing
				  Limited
				

			 	
				
				   
				

			 	
				
				  Cayman Islands
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		SCHEDULE 3
	 

	 
		MINIMUM TARGET PRINCIPAL
		BALANCE
	 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 	 	 	Minimum
	Payment Date	 	Target Principal
	Occurring
			 In	 	Balance
	June, 2007	 	979,318,000
	July, 2007	 	976,641,600
	August, 2007	 	973,953,689
	September, 2007	 	971,254,234
	October, 2007	 	968,543,206
	November, 2007	 	965,820,574
	December, 2007	 	963,086,307
	January, 2008	 	960,340,373
	February, 2008	 	957,582,742
	March, 2008	 	954,813,383
	April, 2008	 	952,032,264
	May, 2008	 	949,239,354
	June, 2008	 	946,434,622
	July, 2008	 	943,618,036
	August, 2008	 	940,789,564
	September, 2008	 	937,949,176
	October, 2008	 	919,695,571
	November, 2008	 	916,956,457
	December, 2008	 	914,205,787
	January, 2009	 	911,443,530
	February, 2009	 	908,669,655
	March, 2009	 	905,884,131
	April, 2009	 	903,086,928
	May, 2009	 	900,278,014
	June, 2009	 	897,457,358
	July, 2009	 	894,624,930
	August, 2009	 	891,780,697
	September, 2009	 	888,924,629
	October, 2009	 	886,056,695
	November, 2009	 	883,176,863
	December, 2009	 	880,285,101
	January, 2010	 	877,381,378
	February, 2010	 	874,465,663
	March, 2010	 	871,537,923
	April, 2010	 	868,598,127
	May, 2010	 	865,646,243
	June, 2010	 	854,362,506
	July, 2010	 	843,642,431
	August, 2010	 	840,789,389
	September, 2010	 	837,924,623
	October, 2010	 	835,048,100
	November, 2010	 	832,159,789
	December, 2010	 	829,259,661
	January, 2011	 	826,347,683
	February, 2011	 	823,423,824
	March, 2011	 	820,488,053
			
	April, 2011	 	817,540,339
	May, 2011	 	814,580,650
	June, 2011	 	811,608,954
	July, 2011	 	808,625,221
	August, 2011	 	805,629,418
	September, 2011	 	802,621,514
	October, 2011	 	799,601,476
	November, 2011	 	796,569,274
	December, 2011	 	786,314,728
	January, 2012	 	783,334,363
	February, 2012	 	780,342,009
	March, 2012	 	777,337,634
	April, 2012	 	774,321,206
	May, 2012	 	771,292,694
	June, 2012	 	768,252,066
	July, 2012	 	765,199,291
	August, 2012	 	755,988,467
	September, 2012	 	746,851,766
	October, 2012	 	737,789,634
	November, 2012	 	728,802,518
	December, 2012	 	719,890,868
	January, 2013	 	711,055,135
	February, 2013	 	702,295,769
	March, 2013	 	693,613,227
	April, 2013	 	685,007,963
	May, 2013	 	676,480,434
	June, 2013	 	668,031,099
	July, 2013	 	659,660,418
	August, 2013	 	651,788,742
	September, 2013	 	643,971,186
	October, 2013	 	636,208,087
	November, 2013	 	628,499,782
	December, 2013	 	620,846,607
	January, 2014	 	613,248,903
	February, 2014	 	605,707,010
	March, 2014	 	598,221,269
	April, 2014	 	590,792,022
	May, 2014	 	583,419,614
	June, 2014	 	576,104,390
	July, 2014	 	568,846,697
	August, 2014	 	561,646,880
	September, 2014	 	554,505,291
	October, 2014	 	547,422,278
	November, 2014	 	540,572,206
	December, 2014	 	533,770,865
	January, 2015	 	527,018,552
	Bermudian
			 Indenture


 



	 

	 
	 

	 

	 			
	 	 	Minimum
	 	 	Target Principal
	Payment Date	 	Balance
	Occurring
			 In	 	Minimum
	February, 2015	 	520,315,569
	March, 2015	 	513,662,219
	April, 2015	 	507,119,008
	May, 2015	 	500,622,387
	June, 2015	 	494,172,642
	July, 2015	 	487,770,060
	August, 2015	 	481,414,931
	September, 2015	 	475,107,544
	October, 2015	 	468,848,190
	November, 2015	 	462,716,684
	December, 2015	 	456,740,965
	January, 2016	 	450,848,031
	February, 2016	 	444,990,973
	March, 2016	 	439,170,018
	April, 2016	 	433,385,395
	May, 2016	 	427,637,333
	June, 2016	 	421,926,064
	July, 2016	 	416,251,818
	August, 2016	 	410,614,828
	September, 2016	 	405,015,326
	October, 2016	 	399,453,546
	November, 2016	 	393,929,723
	December, 2016	 	388,444,093
	January, 2017	 	382,996,890
	February, 2017	 	377,588,354
	March, 2017	 	372,218,720
	April, 2017	 	366,888,229
	May, 2017	 	361,597,120
	June, 2017	 	356,345,632
	July, 2017	 	351,134,008
	August, 2017	 	345,962,490
	September, 2017	 	340,831,320
	October, 2017	 	335,740,742
	November, 2017	 	330,691,002
	December, 2017	 	325,682,344
	January, 2018	 	320,715,015
	February, 2018	 	315,789,261
	March, 2018	 	310,905,333
	April, 2018	 	306,063,477
	May, 2018	 	301,263,945
	June, 2018	 	296,506,986
	July, 2018	 	291,792,853
	August, 2018	 	287,121,798
	September, 2018	 	282,494,074
	October, 2018	 	277,909,935
			
	November, 2018	 	273,369,637
	December, 2018	 	268,873,436
	January, 2019	 	264,421,588
	February, 2019	 	260,014,351
	March, 2019	 	255,651,985
	April, 2019	 	251,334,748
	May, 2019	 	247,062,901
	June, 2019	 	242,836,705
	July, 2019	 	238,773,617
	August, 2019	 	234,750,915
	September, 2019	 	230,768,832
	October, 2019	 	226,827,606
	November, 2019	 	222,927,470
	December, 2019	 	219,068,663
	January, 2020	 	215,251,422
	February, 2020	 	211,475,986
	March, 2020	 	207,742,593
	April, 2020	 	204,051,485
	May, 2020	 	200,424,834
	June, 2020	 	196,839,621
	July, 2020	 	193,296,080
	August, 2020	 	189,794,449
	September, 2020	 	186,334,966
	October, 2020	 	182,917,868
	November, 2020	 	179,543,395
	December, 2020	 	176,228,338
	January, 2021	 	172,955,383
	February, 2021	 	169,724,766
	March, 2021	 	166,536,726
	April, 2021	 	163,391,500
	May, 2021	 	160,425,588
	June, 2021	 	157,495,736
	July, 2021	 	154,658,627
	August, 2021	 	151,872,649
	September, 2021	 	149,119,480
	October, 2021	 	146,399,306
	November, 2021	 	143,712,313
	December, 2021	 	141,058,690
	January, 2022	 	138,438,623
	February, 2022	 	135,852,302
	March, 2022	 	133,299,916
	April, 2022	 	130,781,655
	May, 2022	 	128,297,709
	June, 2022	 	125,848,270
	July, 2022	 	123,433,529
	Bermudian
			 Indenture

 
 



	 

	 
	 

	 

	 			
			
	 	 	Minimum
	 	 	Target Principal
	Payment Date	 	Balance
	Occurring
			 In	 	Minimum
	August, 2022	 	121,070,144
	September, 2022	 	118,740,845
	October, 2022	 	116,445,820
	November, 2022	 	114,185,260
	December, 2022	 	111,959,354
	January, 2023	 	109,784,080
	February, 2023	 	107,658,167
	March, 2023	 	105,565,594
	April, 2023	 	103,506,543
	May, 2023	 	101,481,199
	June, 2023	 	99,505,326
	July, 2023	 	97,630,700
	August, 2023	 	95,785,255
	September, 2023	 	93,995,818
	October, 2023	 	92,249,440
	November, 2023	 	90,530,535
	December, 2023	 	88,839,254
	January, 2024	 	87,175,750
	February, 2024	 	85,566,712
	March, 2024	 	84,055,346
	April, 2024	 	82,567,512
	May, 2024	 	81,148,222
	June, 2024	 	79,750,561
	July, 2024	 	78,397,792
	August, 2024	 	77,149,575
	September, 2024	 	75,918,187
	October, 2024	 	74,728,291
	November, 2024	 	73,554,230
	December, 2024	 	72,441,312
	January, 2025	 	71,366,300
	February, 2025	 	70,304,039
	March, 2025	 	69,276,317
	April, 2025	 	68,333,301
	May, 2025	 	67,398,087
	June, 2025	 	66,470,721
	July, 2025	 	65,551,249
	August, 2025	 	64,639,720
	September, 2025	 	63,736,181
	October, 2025	 	62,840,677
	November, 2025	 	61,953,258
	December, 2025	 	61,073,971
	January, 2026	 	60,226,210
	February, 2026	 	59,408,777
	March, 2026	 	58,597,370
			
			
	April, 2026	 	57,815,984
	May, 2026	 	57,059,638
	June, 2026	 	56,307,300
	July, 2026	 	55,558,996
	August, 2026	 	54,814,754
	September, 2026	 	54,074,599
	October, 2026	 	53,338,558
	November, 2026	 	52,606,658
	December, 2026	 	51,878,925
	January, 2027	 	51,155,387
	February, 2027	 	50,436,070
	March, 2027	 	49,721,002
	April, 2027	 	49,010,209
	May, 2027	 	48,303,719
	June, 2027	 	47,601,559
	July, 2027	 	46,903,758
	August, 2027	 	46,210,341
	September, 2027	 	45,521,337
	October, 2027	 	44,836,774
	November, 2027	 	44,156,680
	December, 2027	 	43,481,082
	January, 2028	 	42,810,008
	February, 2028	 	42,143,487
	March, 2028	 	41,481,547
	April, 2028	 	40,824,217
	May, 2028	 	40,171,524
	June, 2028	 	39,523,497
	July, 2028	 	38,880,165
	August, 2028	 	38,241,557
	September, 2028	 	37,607,701
	October, 2028	 	36,978,626
	November, 2028	 	36,354,362
	December, 2028	 	35,734,938
	January, 2029	 	35,120,383
	February, 2029	 	34,510,725
	March, 2029	 	33,905,996
	April, 2029	 	33,306,224
	May, 2029	 	32,711,438
	June, 2029	 	32,121,670
	July, 2029	 	31,536,948
	August, 2029	 	30,957,302
	September, 2029	 	30,382,763
	October, 2029	 	29,813,361
	November, 2029	 	29,249,126
	Bermudian
			 Indenture

 
 



	 

	 
	 

	 

	 			
	 	 	Minimum
	 	 	Target 
	Payment
			 Date	 	Principal
	December, 2029	 	28,690,089
	January, 2030	 	28,136,279
	February, 2030	 	27,587,728
	March, 2030	 	27,044,467
	April, 2030	 	26,506,525
	May, 2030	 	25,973,935
	June, 2030	 	25,446,727
	July, 2030	 	24,924,932
	August, 2030	 	24,408,582
	September, 2030	 	23,897,707
	October, 2030	 	23,392,340
	November, 2030	 	22,892,512
	December, 2030	 	22,420,318
	January, 2031	 	21,974,699
	February, 2031	 	21,532,584
	March, 2031	 	21,093,994
	April, 2031	 	20,658,950
	May, 2031	 	20,227,474
	June, 2031	 	19,799,587
	July, 2031	 	19,375,310
	August, 2031	 	18,954,665
	September, 2031	 	18,537,673
	October, 2031	 	18,124,356
	November, 2031	 	17,714,736
	December, 2031	 	17,308,835
	January, 2032	 	16,906,673
	February, 2032	 	16,508,274
	March, 2032	 	16,113,659
	April, 2032	 	15,722,851
	May, 2032	 	15,335,871
	June, 2032	 	14,952,741
	July, 2032	 	14,573,485
	August, 2032	 	14,198,124
	September, 2032	 	13,826,682
	October, 2032	 	13,459,179
	November, 2032	 	13,095,640
	December, 2032	 	12,736,086
	January, 2033	 	12,380,542
	February, 2033	 	12,029,028
	March, 2033	 	11,681,569
	April, 2033	 	11,338,187
	May, 2033	 	10,998,906
	June, 2033	 	10,663,749
	July, 2033	 	10,332,739
	August, 2033	 	10,005,898
	September, 2033	 	9,683,252
	October, 2033	 	9,364,823
			
			
	November, 2033	 	9,050,634
	December, 2033	 	8,740,710
	January, 2034	 	8,435,075
	February, 2034	 	8,133,751
	March, 2034	 	7,836,763
	April, 2034	 	7,544,135
	May, 2034	 	7,255,891
	June, 2034	 	6,972,056
	July, 2034	 	6,692,652
	August, 2034	 	6,417,706
	September, 2034	 	6,147,240
	October, 2034	 	5,881,280
	November, 2034	 	5,619,850
	December, 2034	 	5,362,975
	January, 2035	 	5,110,679
	February, 2035	 	4,862,988
	March, 2035	 	4,619,926
	April, 2035	 	4,381,518
	May, 2035	 	4,147,790
	June, 2035	 	3,918,766
	July, 2035	 	3,694,471
	August, 2035	 	3,474,932
	September, 2035	 	3,260,173
	October, 2035	 	3,050,220
	November, 2035	 	2,845,099
	December, 2035	 	2,644,834
	January, 2036	 	2,449,453
	February, 2036	 	2,258,981
	March, 2036	 	2,073,443
	April, 2036	 	1,892,866
	May, 2036	 	1,717,276
	June, 2036	 	1,546,698
	July, 2036	 	1,381,161
	August, 2036	 	1,220,689
	September, 2036	 	1,065,309
	October, 2036	 	915,048
	November, 2036	 	769,932
	December, 2036	 	629,988
	January, 2037	 	495,243
	February, 2037	 	365,724
	March, 2037	 	241,458
	April, 2037	 	177,174
	May, 2037	 	115,494
	June, 2037	 	0
	Bermudian
			 Indenture


 


	 

	 
	 

	 

	 					
	
	SCHEDULE 4
	NOTE POOL
			 FACTORS
			Principal		Pool
	Date		Payment		Factors
					
	June, 2007		0		100.0000000%
	July, 2007		2,676,400		99.7267078%
	August, 2007		2,687,912		99.4522400%
	September, 2007		2,699,454		99.1765937%
					
	October, 2007		2,711,028		98.8997655%
	November, 2007		2,722,632		98.6217524%
					
	December, 2007		2,734,267		98.3425513%
	January, 2008		2,745,934		98.0621588%
	February, 2008		2,757,631		97.7805720%
	March, 2008		2,769,359		97.4977875%
	April, 2008		2,781,119		97.2138022%
	May, 2008		2,792,910		96.9286129%
	June, 2008		2,804,732		96.6422164%
	July, 2008		2,816,586		96.3546096%
	August, 2008		2,828,471		96.0657890%
					
	September, 2008		2,840,388		95.7757517%
					
	October, 2008		18,253,606		93.9118417%
					
	November, 2008		2,739,114		93.6321457%
					
	December, 2008		2,750,670		93.3512696%
	January, 2009		2,762,257		93.0692104%
	February, 2009		2,773,875		92.7859648%
	March, 2009		2,785,524		92.5015297%
	April, 2009		2,797,203		92.2159020%
	May, 2009		2,808,914		91.9290785%
	June, 2009		2,820,656		91.6410561%
	July, 2009		2,832,428		91.3518315%
	August, 2009		2,844,232		91.0614016%
					
	September, 2009		2,856,068		90.7697631%
					
	October, 2009		2,867,934		90.4769130%
					
	November, 2009		2,879,832		90.1828479%
					
	December, 2009		2,891,762		89.8875647%
	January, 2010		2,903,723		89.5910601%
	February, 2010		2,915,715		89.2933309%
	March, 2010		2,927,740		88.9943739%
	April, 2010		2,939,796		88.6941858%
	May, 2010		2,951,884		88.3927634%
	June, 2010		11,283,738		87.2405598%
	July, 2010		10,720,075		86.1459128%
	August, 2010		2,853,042		85.8545834%
					
					
					
	September, 2010		2,864,767		85.5620567%
	October, 2010		2,876,523		85.2683295%
					
	November, 2010		2,888,310		84.9733987%
					
	December, 2010		2,900,129		84.6772612%
					
	January, 2011		2,911,978		84.3799136%
	February, 2011		2,923,859		84.0813529%
	March, 2011		2,935,771		83.7815758%
	April, 2011		2,947,714		83.4805792%
	May, 2011		2,959,689		83.1783598%
	June, 2011		2,971,695		82.8749144%
	July, 2011		2,983,733		82.5702397%
	August, 2011		2,995,803		82.2643327%
					
	September, 2011		3,007,904		81.9571899%
	October, 2011		3,020,037		81.6488082%
					
	November, 2011		3,032,202		81.3391843%
					
	December, 2011		10,254,545		80.2920735%
					
	January, 2012		2,980,365		79.9877428%
	February, 2012		2,992,354		79.6821879%
	March, 2012		3,142,027		79.3754055%
	April, 2012		2,878,777		79.0673924%
	May, 2012		3,028,512		78.7581453%
	June, 2012		10,010,275		77.7419483%
	July, 2012		9,992,620		76.7227785%
	August, 2012		10,034,086		75.7042706%
					
	September, 2012		10,085,872		74.6805390%
	October, 2012		10,147,634		73.6505517%
					
	November, 2012		10,190,297		72.6162868%
					
	December, 2012		10,196,546		71.5810138%
					
	January, 2013		10,234,131		70.5423805%
	February, 2013		10,440,723		69.4826648%
	March, 2013		10,521,427		68.4147373%
	April, 2013		10,548,105		67.3441568%
	May, 2013		10,555,990		66.2722487%
	June, 2013		10,601,244		65.1963274%
	July, 2013		12,086,179		63.9591592%
	August, 2013		10,353,381		62.9083257%
					
	September, 2013		10,406,414		61.8521026%
	October, 2013		10,467,889		60.7896140%
					
	November, 2013		10,513,337		59.7225243%
	Bermudian
			 Indenture

 
 

  
	 

	 
	 

	 

	 			Principal		Pool
	Date		Payment		Factors
					
					
	December, 2013		10,550,335		58.6562530%
	January, 2014		10,596,457		57.5809761%
	February, 2014		10,636,080		56.5016805%
	March, 2014		10,713,172		55.4145011%
	April, 2014		10,702,503		54.3265991%
	May, 2014		10,709,707		53.2398725%
	June, 2014		10,757,284		52.1483283%
	July, 2014		10,771,771		51.0518265%
	August, 2014		10,765,343		49.9554140%
					
	September, 2014		10,820,485		48.8576300%
	October, 2014		12,531,801		47.5883576%
					
	November, 2014		10,748,796		46.4996563%
					
	December, 2014		10,810,207		45.4032439%
	January, 2015		10,859,223		44.3018686%
	February, 2015		10,870,462		43.1948445%
	March, 2015		11,635,255		42.0144885%
	April, 2015		10,890,822		40.9102222%
	May, 2015		10,910,205		39.8040050%
	June, 2015		10,960,477		38.6927064%
	July, 2015		11,022,110		37.5751429%
	August, 2015		11,073,224		36.4524127%
					
	September, 2015		11,130,017		35.3239241%
	October, 2015		12,177,643		34.0884893%
					
	November, 2015		12,684,410		32.7950336%
					
	December, 2015		11,583,655		31.6198614%
	January, 2016		10,852,852		30.5193645%
	February, 2016		10,890,489		29.4150639%
	March, 2016		10,873,491		28.3041962%
	April, 2016		10,920,660		27.1969979%
	May, 2016		10,980,704		26.0836963%
	June, 2016		11,032,990		24.9651094%
	July, 2016		11,093,341		23.8403880%
	August, 2016		11,146,473		22.7102953%
					
	September, 2016		11,203,642		21.5744065%
	October, 2016		11,264,460		20.4323361%
					
	November, 2016		11,318,878		19.2847639%
					
	December, 2016		11,277,491		18.1328476%
	January, 2017		11,332,252		16.9846521%
	February, 2017		11,390,374		15.8305676%
					
	March, 2017		11,776,411		14.6366451%
	April, 2017		11,828,818		13.4384914%
	May, 2017		11,843,292		12.2339360%
	June, 2017		11,826,758		11.0361098%
	July, 2017		11,889,503		9.8319130%
	August, 2017		12,285,897		8.5873042%
					
	September, 2017		12,348,910		7.3363120%
	October, 2017		12,446,115		6.0787217%
					
	November, 2017		15,127,673		4.8148632%
					
	December, 2017		15,064,137		3.5480958%
	January, 2018		15,078,613		2.2790045%
	February, 2018		9,900,876		1.0147078%
	March, 2018		0		0.0000000%
	April, 2018		0		0.0000000%
	May, 2018		0		0.0000000%
	June, 2018		0		0.0000000%
	July, 2018		0		0.0000000%
	August, 2018		0		0.0000000%
					
	September, 2018		0		0.0000000%
	October, 2018		0		0.0000000%
					
	November, 2018		0		0.0000000%
					
	December, 2018		0		0.0000000%
	January, 2019		0		0.0000000%
	February, 2019		0		0.0000000%
	March, 2019		0		0.0000000%
	April, 2019		0		0.0000000%
	May, 2019		0		0.0000000%
	June, 2019		0		0.0000000%
	July, 2019		0		0.0000000%
	August, 2019		0		0.0000000%
					
	September, 2019		0		0.0000000%
	October, 2019		0		0.0000000%
					
	November, 2019		0		0.0000000%
					
	December, 2019		0		0.0000000%
	January, 2020		0		0.0000000%
	February, 2020		0		0.0000000%
	March, 2020		0		0.0000000%
	April, 2020		0		0.0000000%
	May, 2020		0		0.0000000%
	June, 2020		0		0.0000000%
	Bermudian
			 Indenture


 

  
	 

	 
	 

	 

	 			Principal		Pool
	Date		Payment		Factors
					
	July, 2020		0		0.0000000%
	August, 2020		0		0.0000000%
					
	September, 2020		0		0.0000000%
	October, 2020		0		0.0000000%
					
	November, 2020		0		0.0000000%
					
	December, 2020		0		0.0000000%
	January, 2021		0		0.0000000%
	February, 2021		0		0.0000000%
	March, 2021		0		0.0000000%
	April, 2021		0		0.0000000%
	May, 2021		0		0.0000000%
	June, 2021		0		0.0000000%
	July, 2021		0		0.0000000%
	August, 2021		0		0.0000000%
					
	September, 2021		0		0.0000000%
	October, 2021		0		0.0000000%
					
	November, 2021		0		0.0000000%
					
	December, 2021		0		0.0000000%
	January, 2022		0		0.0000000%
	February, 2022		0		0.0000000%
	March, 2022		0		0.0000000%
	April, 2022		0		0.0000000%
	May, 2022		0		0.0000000%
	June, 2022		0		0.0000000%
	July, 2022		0		0.0000000%
	August, 2022		0		0.0000000%
					
	September, 2022		0		0.0000000%
	October, 2022		0		0.0000000%
					
	November, 2022		0		0.0000000%
					
	December, 2022		0		0.0000000%
	January, 2023		0		0.0000000%
	February, 2023		0		0.0000000%
	March, 2023		0		0.0000000%
	April, 2023		0		0.0000000%
	May, 2023		0		0.0000000%
	June, 2023		0		0.0000000%
	July, 2023		0		0.0000000%
	August, 2023		0		0.0000000%
					
	September, 2023		0		0.0000000%
					
	October, 2023		0		0.0000000%
					
	November, 2023		0		0.0000000%
					
	December, 2023		0		0.0000000%
	January, 2024		0		0.0000000%
	February, 2024		0		0.0000000%
	March, 2024		0		0.0000000%
	April, 2024		0		0.0000000%
	May, 2024		0		0.0000000%
	June, 2024		0		0.0000000%
	July, 2024		0		0.0000000%
	August, 2024		0		0.0000000%
					
	September, 2024		0		0.0000000%
	October, 2024		0		0.0000000%
					
	November, 2024		0		0.0000000%
					
	December, 2024		0		0.0000000%
	January, 2025		0		0.0000000%
	February, 2025		0		0.0000000%
	March, 2025		0		0.0000000%
	April, 2025		0		0.0000000%
	May, 2025		0		0.0000000%
	June, 2025		0		0.0000000%
	July, 2025		0		0.0000000%
	August, 2025		0		0.0000000%
					
	September, 2025		0		0.0000000%
	October, 2025		0		0.0000000%
					
	November, 2025		0		0.0000000%
					
	December, 2025		0		0.0000000%
	January, 2026		0		0.0000000%
	February, 2026		0		0.0000000%
	March, 2026		0		0.0000000%
	April, 2026		0		0.0000000%
	May, 2026		0		0.0000000%
	June, 2026		0		0.0000000%
	July, 2026		0		0.0000000%
	August, 2026		0		0.0000000%
					
	September, 2026		0		0.0000000%
	October, 2026		0		0.0000000%
					
	November, 2026		0		0.0000000%
	Bermudian
			 Indenture


 

  
	 

	 
	 

	 

	 			Principal		Pool
	Date		Payment		Factors
					
					
	December, 2026		0		0.0000000%
	January, 2027		0		0.0000000%
	February, 2027		0		0.0000000%
	March, 2027		0		0.0000000%
	April, 2027		0		0.0000000%
	May, 2027		0		0.0000000%
	June, 2027		0		0.0000000%
	July, 2027		0		0.0000000%
	August, 2027		0		0.0000000%
					
	September, 2027		0		0.0000000%
	October, 2027		0		0.0000000%
					
	November, 2027		0		0.0000000%
					
	December, 2027		0		0.0000000%
	January, 2028		0		0.0000000%
	February, 2028		0		0.0000000%
	March, 2028		0		0.0000000%
	April, 2028		0		0.0000000%
	May, 2028		0		0.0000000%
	June, 2028		0		0.0000000%
	July, 2028		0		0.0000000%
	August, 2028		0		0.0000000%
					
	September, 2028		0		0.0000000%
	October, 2028		0		0.0000000%
					
	November, 2028		0		0.0000000%
					
	December, 2028		0		0.0000000%
	January, 2029		0		0.0000000%
	February, 2029		0		0.0000000%
	March, 2029		0		0.0000000%
	April, 2029		0		0.0000000%
	May, 2029		0		0.0000000%
	June, 2029		0		0.0000000%
	July, 2029		0		0.0000000%
	August, 2029		0		0.0000000%
					
	September, 2029		0		0.0000000%
	October, 2029		0		0.0000000%
					
	November, 2029		0		0.0000000%
					
	December, 2029		0		0.0000000%
	January, 2030		0		0.0000000%
	February, 2030		0		0.0000000%
					
	March, 2030		0		0.0000000%
	April, 2030		0		0.0000000%
	May, 2030		0		0.0000000%
	June, 2030		0		0.0000000%
	July, 2030		0		0.0000000%
	August, 2030		0		0.0000000%
					
	September, 2030		0		0.0000000%
	October, 2030		0		0.0000000%
					
	November, 2030		0		0.0000000%
					
	December, 2030		0		0.0000000%
	January, 2031		0		0.0000000%
	February, 2031		0		0.0000000%
	March, 2031		0		0.0000000%
	April, 2031		0		0.0000000%
	May, 2031		0		0.0000000%
	June, 2031		0		0.0000000%
	July, 2031		0		0.0000000%
	August, 2031		0		0.0000000%
					
	September, 2031		0		0.0000000%
	October, 2031		0		0.0000000%
					
	November, 2031		0		0.0000000%
					
	December, 2031		0		0.0000000%
	January, 2032		0		0.0000000%
	February, 2032		0		0.0000000%
	March, 2032		0		0.0000000%
	April, 2032		0		0.0000000%
	May, 2032		0		0.0000000%
	June, 2032		0		0.0000000%
	July, 2032		0		0.0000000%
	August, 2032		0		0.0000000%
					
	September, 2032		0		0.0000000%
	October, 2032		0		0.0000000%
					
	November, 2032		0		0.0000000%
					
	December, 2032		0		0.0000000%
	January, 2033		0		0.0000000%
	February, 2033		0		0.0000000%
	March, 2033		0		0.0000000%
	April, 2033		0		0.0000000%
	May, 2033		0		0.0000000%
	June, 2033		0		0.0000000%
	Bermudian
			 Indenture


 

  
	 

	 
	 

	 

	 			Principal		Pool
	Date		Payment		Factors
					
	July, 2033		0		0.0000000%
	August, 2033		0		0.0000000%
					
	September, 2033		0		0.0000000%
	October, 2033		0		0.0000000%
					
	November, 2033		0		0.0000000%
					
	December, 2033		0		0.0000000%
	January, 2034		0		0.0000000%
	February, 2034		0		0.0000000%
	March, 2034		0		0.0000000%
	April, 2034		0		0.0000000%
	May, 2034		0		0.0000000%
	June, 2034		0		0.0000000%
	July, 2034		0		0.0000000%
	August, 2034		0		0.0000000%
					
	September, 2034		0		0.0000000%
	October, 2034		0		0.0000000%
					
	November, 2034		0		0.0000000%
					
	December, 2034		0		0.0000000%
	January, 2035		0		0.0000000%
	February, 2035		0		0.0000000%
	March, 2035		0		0.0000000%
	April, 2035		0		0.0000000%
	May, 2035		0		0.0000000%
	June, 2035		0		0.0000000%
	July, 2035		0		0.0000000%
	August, 2035		0		0.0000000%
					
	September, 2035		0		0.0000000%
	October, 2035		0		0.0000000%
					
	November, 2035		0		0.0000000%
					
	December, 2035		0		0.0000000%
	January, 2036		0		0.0000000%
	February, 2036		0		0.0000000%
	March, 2036		0		0.0000000%
	April, 2036		0		0.0000000%
	May, 2036		0		0.0000000%
	June, 2036		0		0.0000000%
	July, 2036		0		0.0000000%
	August, 2036		0		0.0000000%
					
	September, 2036		0		0.0000000%
					
	October, 2036		0		0.0000000%
					
	November, 2036		0		0.0000000%
					
	December, 2036		0		0.0000000%
	January, 2037		0		0.0000000%
	February, 2037		0		0.0000000%
	March, 2037		0		0.0000000%
	April, 2037		0		0.0000000%
	May, 2037		0		0.0000000%
	June, 2037		0		0.0000000%
	Bermudian
			 Indenture


 


	 

	 
	 

	 
	 
		SCHEDULE 5
	 

	 
		EXTENDED NOTE POOL FACTORS
	 

	 
		 
	 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Date
				

			 	
				
				   
				

			 	
				
				  Extended Pool Factors
				

			 
	
				
				  June, 2007
				

			 	
				
				   
				

			 	
				
				  100.0000000%
				

			 
	
				
				  July, 2007
				

			 	
				
				   
				

			 	
				
				  99.7267078%
				

			 
	
				
				  August, 2007
				

			 	
				
				   
				

			 	
				
				  99.4522400%
				

			 
	
				
				  September, 2007
				

			 	
				
				   
				

			 	
				
				  99.1765937%
				

			 
	
				
				  October, 2007
				

			 	
				
				   
				

			 	
				
				  98.8997655%
				

			 
	
				
				  November, 2007
				

			 	
				
				   
				

			 	
				
				  98.6217524%
				

			 
	
				
				  December, 2007
				

			 	
				
				   
				

			 	
				
				  98.3425513%
				

			 
	
				
				  January, 2008
				

			 	
				
				   
				

			 	
				
				  98.0621588%
				

			 
	
				
				  February, 2008
				

			 	
				
				   
				

			 	
				
				  97.7805720%
				

			 
	
				
				  March, 2008
				

			 	
				
				   
				

			 	
				
				  97.4977875%
				

			 
	
				
				  April, 2008
				

			 	
				
				   
				

			 	
				
				  97.2138022%
				

			 
	
				
				  May, 2008
				

			 	
				
				   
				

			 	
				
				  96.9286129%
				

			 
	
				
				  June, 2008
				

			 	
				
				   
				

			 	
				
				  96.6422164%
				

			 
	
				
				  July, 2008
				

			 	
				
				   
				

			 	
				
				  96.3546096%
				

			 
	
				
				  August, 2008
				

			 	
				
				   
				

			 	
				
				  96.0657890%
				

			 
	
				
				  September, 2008
				

			 	
				
				   
				

			 	
				
				  95.7757517%
				

			 
	
				
				  October, 2008
				

			 	
				
				   
				

			 	
				
				  93.9118417%
				

			 
	
				
				  November, 2008
				

			 	
				
				   
				

			 	
				
				  93.6321457%
				

			 
	
				
				  December, 2008
				

			 	
				
				   
				

			 	
				
				  93.3512696%
				

			 
	
				
				  January, 2009
				

			 	
				
				   
				

			 	
				
				  93.0692104%
				

			 
	
				
				  February, 2009
				

			 	
				
				   
				

			 	
				
				  92.7859648%
				

			 
	
				
				  March, 2009
				

			 	
				
				   
				

			 	
				
				  92.5015297%
				

			 
	
				
				  April, 2009
				

			 	
				
				   
				

			 	
				
				  92.2159020%
				

			 
	
				
				  May, 2009
				

			 	
				
				   
				

			 	
				
				  91.9290785%
				

			 
	
				
				  June, 2009
				

			 	
				
				   
				

			 	
				
				  91.6410561%
				

			 
	
				
				  July, 2009
				

			 	
				
				   
				

			 	
				
				  91.3518315%
				

			 
	
				
				  August, 2009
				

			 	
				
				   
				

			 	
				
				  91.0614016%
				

			 
	
				
				  September, 2009
				

			 	
				
				   
				

			 	
				
				  90.7697631%
				

			 
	
				
				  October, 2009
				

			 	
				
				   
				

			 	
				
				  90.4769130%
				

			 
	
				
				  November, 2009
				

			 	
				
				   
				

			 	
				
				  90.1828479%
				

			 
	
				
				  December, 2009
				

			 	
				
				   
				

			 	
				
				  89.8875647%
				

			 
	
				
				  January, 2010
				

			 	
				
				   
				

			 	
				
				  89.5910601%
				

			 
	
				
				  February, 2010
				

			 	
				
				   
				

			 	
				
				  89.2933309%
				

			 
	
				
				  March, 2010
				

			 	
				
				   
				

			 	
				
				  88.9943739%
				

			 
	
				
				  April, 2010
				

			 	
				
				   
				

			 	
				
				  88.6941858%
				

			 
	
				
				  May, 2010
				

			 	
				
				   
				

			 	
				
				  88.3927634%
				

			 
	
				
				  June, 2010
				

			 	
				
				   
				

			 	
				
				  87.2405598%
				

			 
	
				
				  July, 2010
				

			 	
				
				   
				

			 	
				
				  86.1459128%
				

			 
	
				
				  August, 2010
				

			 	
				
				   
				

			 	
				
				  85.8545834%
				

			 
	
				
				  September, 2010
				

			 	
				
				   
				

			 	
				
				  85.5620567%
				

			 
	
				
				  October, 2010
				

			 	
				
				   
				

			 	
				
				  85.2683295%
				

			 
	
				
				  November, 2010
				

			 	
				
				   
				

			 	
				
				  84.9733987%
				

			 
	
				
				  December, 2010
				

			 	
				
				   
				

			 	
				
				  84.6772612%
				

			 
	
				
				  January, 2011
				

			 	
				
				   
				

			 	
				
				  84.3799136%
				

			 
	
				
				  February, 2011
				

			 	
				
				   
				

			 	
				
				  84.0813529%
				

			 
	
				
				  March, 2011
				

			 	
				
				   
				

			 	
				
				  83.7815758%
				

			 
	
				
				  April, 2011
				

			 	
				
				   
				

			 	
				
				  83.4805792%
				

			 
	
				
				  May, 2011
				

			 	
				
				   
				

			 	
				
				  83.1783598%
				

			 
	
				
				  June, 2011
				

			 	
				
				   
				

			 	
				
				  82.8749144%
				

			 
	
				
				  July, 2011
				

			 	
				
				   
				

			 	
				
				  82.5702397%
				

			 
	
				
				  August, 2011
				

			 	
				
				   
				

			 	
				
				  82.2643327%
				

			 
	
				
				  September, 2011
				

			 	
				
				   
				

			 	
				
				  81.9571899%
				

			 
	
				
				  October, 2011
				

			 	
				
				   
				

			 	
				
				  81.6488082%
				

			 
	
				
				  November, 2011
				

			 	
				
				   
				

			 	
				
				  81.3391843%
				

			 
	
				
				  December, 2011
				

			 	
				
				   
				

			 	
				
				  80.2920735%
				

			 
	
				
				  January, 2012
				

			 	
				
				   
				

			 	
				
				  79.9877428%
				

			 
	
				
				  February, 2012
				

			 	
				
				   
				

			 	
				
				  79.6821879%
				

			 
	
				
				  March, 2012
				

			 	
				
				   
				

			 	
				
				  79.3754055%
				

			 
	
				
				  April, 2012
				

			 	
				
				   
				

			 	
				
				  79.0673924%
				

			 
	
				
				  May, 2012
				

			 	
				
				   
				

			 	
				
				  78.7581453%
				

			 
	
				
				  June, 2012
				

			 	
				
				   
				

			 	
				
				  78.4476611%
				

			 
	
				
				  July, 2012
				

			 	
				
				   
				

			 	
				
				  77.3545771%
				

			 
	
				
				  August, 2012
				

			 	
				
				   
				

			 	
				
				  76.2665088%
				

			 
	
				
				  September, 2012
				

			 	
				
				   
				

			 	
				
				  75.1834904%
				

			 
	
				
				  October, 2012
				

			 	
				
				   
				

			 	
				
				  74.1055561%
				

			 
	
				
				  November, 2012
				

			 	
				
				   
				

			 	
				
				  73.0327403%
				

			 
	
				
				  December, 2012
				

			 	
				
				   
				

			 	
				
				  71.9650776%
				

			 
	
				
				  January, 2013
				

			 	
				
				   
				

			 	
				
				  70.9026026%
				

			 
	
				
				  February, 2013
				

			 	
				
				   
				

			 	
				
				  69.8453500%
				

			 
	
				
				  March, 2013
				

			 	
				
				   
				

			 	
				
				  68.7933548%
				

			 
	
				
				  April, 2013
				

			 	
				
				   
				

			 	
				
				  67.7466519%
				

			 
	
				
				  May, 2013
				

			 	
				
				   
				

			 	
				
				  66.7052766%
				

			 
	
				
				  June, 2013
				

			 	
				
				   
				

			 	
				
				  65.6692641%
				

			 
	
				
				  July, 2013
				

			 	
				
				   
				

			 	
				
				  64.1775048%
				

			 
	
				
				  August, 2013
				

			 	
				
				   
				

			 	
				
				  63.1709934%
				

			 
	
				
				  September, 2013
				

			 	
				
				   
				

			 	
				
				  62.1696853%
				

			 
	
				
				  October, 2013
				

			 	
				
				   
				

			 	
				
				  61.1736149%
				

			 
	
				
				  November, 2013
				

			 	
				
				   
				

			 	
				
				  60.1828166%
				

			 
	
				
				  December, 2013
				

			 	
				
				   
				

			 	
				
				  59.1973249%
				

			 
	
				
				  January, 2014
				

			 	
				
				   
				

			 	
				
				  58.2171744%
				

			 
	
				
				  February, 2014
				

			 	
				
				   
				

			 	
				
				  57.2424001%
				

			 
	
				
				  March, 2014
				

			 	
				
				   
				

			 	
				
				  56.2730369%
				

			 
	
				
				  April, 2014
				

			 	
				
				   
				

			 	
				
				  55.3091197%
				

			 
	
				
				  May, 2014
				

			 	
				
				   
				

			 	
				
				  54.3506838%
				

			 
	
				
				  June, 2014
				

			 	
				
				   
				

			 	
				
				  53.3977644%
				

			 
	
				
				  July, 2014
				

			 	
				
				   
				

			 	
				
				  52.4503970%
				

			 
	
				
				  August, 2014
				

			 	
				
				   
				

			 	
				
				  51.5086171%
				

			 
	
				
				  September, 2014
				

			 	
				
				   
				

			 	
				
				  50.5724605%
				

			 
	
				
				  October, 2014
				

			 	
				
				   
				

			 	
				
				  49.2860979%
				

			 
	
				
				  November, 2014
				

			 	
				
				   
				

			 	
				
				  48.3765294%
				

			 
	
				
				  December, 2014
				

			 	
				
				   
				

			 	
				
				  47.4724364%
				

			 
	
				
				  January, 2015
				

			 	
				
				   
				

			 	
				
				  46.5738538%
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Date
				

			 	
				
				   
				

			 	
				
				  Extended Pool Factors
				

			 
	
				
				  February, 2015
				

			 	
				
				   
				

			 	
				
				  45.6808165%
				

			 
	
				
				  March, 2015
				

			 	
				
				   
				

			 	
				
				  44.6575732%
				

			 
	
				
				  April, 2015
				

			 	
				
				   
				

			 	
				
				  43.7816811%
				

			 
	
				
				  May, 2015
				

			 	
				
				   
				

			 	
				
				  42.9113341%
				

			 
	
				
				  June, 2015
				

			 	
				
				   
				

			 	
				
				  42.0465670%
				

			 
	
				
				  July, 2015
				

			 	
				
				   
				

			 	
				
				  41.1874147%
				

			 
	
				
				  August, 2015
				

			 	
				
				   
				

			 	
				
				  40.3339123%
				

			 
	
				
				  September, 2015
				

			 	
				
				   
				

			 	
				
				  39.4860950%
				

			 
	
				
				  October, 2015
				

			 	
				
				   
				

			 	
				
				  38.4494225%
				

			 
	
				
				  November, 2015
				

			 	
				
				   
				

			 	
				
				  37.3452322%
				

			 
	
				
				  December, 2015
				

			 	
				
				   
				

			 	
				
				  36.4236809%
				

			 
	
				
				  January, 2016
				

			 	
				
				   
				

			 	
				
				  35.6239042%
				

			 
	
				
				  February, 2016
				

			 	
				
				   
				

			 	
				
				  34.8295016%
				

			 
	
				
				  March, 2016
				

			 	
				
				   
				

			 	
				
				  34.0405063%
				

			 
	
				
				  April, 2016
				

			 	
				
				   
				

			 	
				
				  33.2569519%
				

			 
	
				
				  May, 2016
				

			 	
				
				   
				

			 	
				
				  32.4788718%
				

			 
	
				
				  June, 2016
				

			 	
				
				   
				

			 	
				
				  31.7062999%
				

			 
	
				
				  July, 2016
				

			 	
				
				   
				

			 	
				
				  30.9392699%
				

			 
	
				
				  August, 2016
				

			 	
				
				   
				

			 	
				
				  30.1778157%
				

			 
	
				
				  September, 2016
				

			 	
				
				   
				

			 	
				
				  29.4219714%
				

			 
	
				
				  October, 2016
				

			 	
				
				   
				

			 	
				
				  28.6717711%
				

			 
	
				
				  November, 2016
				

			 	
				
				   
				

			 	
				
				  27.9272492%
				

			 
	
				
				  December, 2016
				

			 	
				
				   
				

			 	
				
				  27.1884400%
				

			 
	
				
				  January, 2017
				

			 	
				
				   
				

			 	
				
				  26.4553781%
				

			 
	
				
				  February, 2017
				

			 	
				
				   
				

			 	
				
				  25.7280981%
				

			 
	
				
				  March, 2017
				

			 	
				
				   
				

			 	
				
				  25.0066347%
				

			 
	
				
				  April, 2017
				

			 	
				
				   
				

			 	
				
				  24.2910230%
				

			 
	
				
				  May, 2017
				

			 	
				
				   
				

			 	
				
				  23.5812978%
				

			 
	
				
				  June, 2017
				

			 	
				
				   
				

			 	
				
				  22.8774944%
				

			 
	
				
				  July, 2017
				

			 	
				
				   
				

			 	
				
				  22.1796479%
				

			 
	
				
				  August, 2017
				

			 	
				
				   
				

			 	
				
				  21.4877938%
				

			 
	
				
				  September, 2017
				

			 	
				
				   
				

			 	
				
				  20.8019675%
				

			 
	
				
				  October, 2017
				

			 	
				
				   
				

			 	
				
				  20.1222048%
				

			 
	
				
				  November, 2017
				

			 	
				
				   
				

			 	
				
				  19.4485413%
				

			 
	
				
				  December, 2017
				

			 	
				
				   
				

			 	
				
				  18.7810129%
				

			 
	
				
				  January, 2018
				

			 	
				
				   
				

			 	
				
				  18.1196556%
				

			 
	
				
				  February, 2018
				

			 	
				
				   
				

			 	
				
				  17.4645056%
				

			 
	
				
				  March, 2018
				

			 	
				
				   
				

			 	
				
				  16.8155991%
				

			 
	
				
				  April, 2018
				

			 	
				
				   
				

			 	
				
				  16.1729725%
				

			 
	
				
				  May, 2018
				

			 	
				
				   
				

			 	
				
				  15.5366622%
				

			 
	
				
				  June, 2018
				

			 	
				
				   
				

			 	
				
				  14.9067050%
				

			 
	
				
				  July, 2018
				

			 	
				
				   
				

			 	
				
				  14.2831375%
				

			 
	
				
				  August, 2018
				

			 	
				
				   
				

			 	
				
				  13.6659967%
				

			 
	
				
				  September, 2018
				

			 	
				
				   
				

			 	
				
				  13.0553195%
				

			 
	
				
				  October, 2018
				

			 	
				
				   
				

			 	
				
				  12.4511432%
				

			 
	
				
				  November, 2018
				

			 	
				
				   
				

			 	
				
				  11.8535049%
				

			 
	
				
				  December, 2018
				

			 	
				
				   
				

			 	
				
				  11.2624421%
				

			 
	
				
				  January, 2019
				

			 	
				
				   
				

			 	
				
				  10.6779923%
				

			 
	
				
				  February, 2019
				

			 	
				
				   
				

			 	
				
				  10.1001932%
				

			 
	
				
				  March, 2019
				

			 	
				
				   
				

			 	
				
				  9.5290825%
				

			 
	
				
				  April, 2019
				

			 	
				
				   
				

			 	
				
				  8.9646982%
				

			 
	
				
				  May, 2019
				

			 	
				
				   
				

			 	
				
				  8.4070782%
				

			 
	
				
				  June, 2019
				

			 	
				
				   
				

			 	
				
				  7.6934271%
				

			 
	
				
				  July, 2019
				

			 	
				
				   
				

			 	
				
				  7.1632964%
				

			 
	
				
				  August, 2019
				

			 	
				
				   
				

			 	
				
				  6.6395675%
				

			 
	
				
				  September, 2019
				

			 	
				
				   
				

			 	
				
				  6.1222766%
				

			 
	
				
				  October, 2019
				

			 	
				
				   
				

			 	
				
				  5.6114599%
				

			 
	
				
				  November, 2019
				

			 	
				
				   
				

			 	
				
				  5.1071538%
				

			 
	
				
				  December, 2019
				

			 	
				
				   
				

			 	
				
				  4.6093946%
				

			 
	
				
				  January, 2020
				

			 	
				
				   
				

			 	
				
				  4.1182190%
				

			 
	
				
				  February, 2020
				

			 	
				
				   
				

			 	
				
				  3.6336637%
				

			 
	
				
				  March, 2020
				

			 	
				
				   
				

			 	
				
				  3.1557656%
				

			 
	
				
				  April, 2020
				

			 	
				
				   
				

			 	
				
				  2.6716871%
				

			 
	
				
				  May, 2020
				

			 	
				
				   
				

			 	
				
				  2.2096747%
				

			 
	
				
				  June, 2020
				

			 	
				
				   
				

			 	
				
				  1.7543057%
				

			 
	
				
				  July, 2020
				

			 	
				
				   
				

			 	
				
				  1.3056168%
				

			 
	
				
				  August, 2020
				

			 	
				
				   
				

			 	
				
				  0.8636449%
				

			 
	
				
				  September, 2020
				

			 	
				
				   
				

			 	
				
				  0.4284269%
				

			 
	
				
				  October, 2020
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2020
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2020
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2021
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Date
				

			 	
				
				   
				

			 	
				
				  Extended Pool Factors
				

			 
	
				
				  December, 2022
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2023
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2024
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2025
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2026
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2027
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2028
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2029
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Date
				

			 	
				
				   
				

			 	
				
				  Extended Pool Factors
				

			 
	
				
				  October, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2030
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2031
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2032
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2033
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2034
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2035
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  July, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  August, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  September, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  October, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  November, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  December, 2036
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  January, 2037
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  February, 2037
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  March, 2037
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  April, 2037
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  May, 2037
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 
	
				
				  June, 2037
				

			 	
				
				   
				

			 	
				
				  0.0000000%
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 6
	 

	 
		CURRENT WAR RISK COVERAGE
		AMOUNTS
	 

	 
		 
	 

	 
			
				
				  Aircraft MSN
				

			 	
				
				   
				

			 	
				
				  War Risk Coverage
				  Amount
				

			 
	
				
				  313
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  990
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  1006
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  650,000,000
				

			 	 
	
				
				  1012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  1041
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  1054
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  600,000,000
				

			 	 
	
				
				  1081
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  1086
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  1124
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  1316
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  1345
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  1370
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  2524
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  2564
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  24061
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  24084
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  24330
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  24331
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  24541
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  24570
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  24644
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  24738
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  24747
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  24748
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  24838
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  24849
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  850,000,000
				

			 	 
	
				
				  24975
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  25587
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  27425
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  27826
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  600,000,000
				

			 	 
	
				
				  28008
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  28009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  28010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  28015
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  28038
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  28213
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  750,000,000
				

			 	 
	
				
				  28414
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  2,000,000,000
				

			 	 
	
				
				  28867
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  29032
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  29033
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  29034
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  29035
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  29036
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  29037
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  29045
				

			 	 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  29046
				

			 	 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Aircraft MSN
				

			 	
				
				   
				

			 	
				
				  War Risk Coverage
				  Amount
				

			 
	
				
				  30230
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 
	
				
				  35233
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  2,000,000,000
				

			 	 
	
				
				  35235
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  500,000,000
				

			 	 
	
				
				  48445
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,000,000,000
				

			 	 

 

	 
		 
	 

	 
		Bermudian Indenture
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 7
	 

	 
		AIRCRAFT WITH ASSUMED USEFUL LIFE OF 30
		YEARS
	 

	 
		 
	 

	 
			
				
				  Type of Aircraft
				

			 	
				
				   
				

			 	
				
				  Manufacturer’s Serial
				  Number
				

			 
	
				
				  Boeing 747-400BCF
				

			 	
				
				   
				

			 	
				
				  24975
				

			 
	
				
				  Boeing 747-400BCF
				

			 	
				
				   
				

			 	
				
				  24061
				

			 
	
				
				  Boeing 747-400ERF
				

			 	
				
				   
				

			 	
				
				  35233
				

			 
	
				
				  Boeing 747-400ERF
				

			 	
				
				   
				

			 	
				
				  35235
				

			 
	
				
				  MD-11SF
				

			 	
				
				   
				

			 	
				
				  48445
				

			 

 

	 
		 
	 

	 
		Bermudian Indenture