EXECUTION VERSION
	 

	 
		CREDIT AGREEMENT
	 

	 
		dated as of April 5, 2007
	 

	 
		among
	 

	 
		GENESIS ACQUISITION LIMITED, 
 as
		Borrower,
	 

	 
		GENESIS LEASE LIMITED, 
 as
		Manager,
	 

	 
		THE FINANCIAL INSTITUTIONS SET FORTH ON
		SCHEDULE IV HERETO 
 as Lenders,
	 

	 
		CITIBANK, N.A.,
 as Administrative
		Agent,
	 

	 
		WACHOVIA BANK, NATIONAL ASSOCIATION,
 as
		Syndication Agent,
	 

	 
		CALYON, NEW YORK BRANCH, 
 LANDESBANK
		BADEN-WÜRTTEMBERG, 
 and
 NORDDEUTSCHE LANDESBANK GIROZENTRALE 

		as Co-Documentation Agents
	 

	 
		CITIGROUP GLOBAL MARKETS INC. 
 and

		WACHOVIA CAPITAL MARKETS, LLC 
 as Joint Lead Arrangers 
	 

	 
		and
	 

	 
		DEUTSCHE BANK TRUST COMPANY AMERICAS, 

		as Security Trustee and Account Bank
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE I DEFINITIONS
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  SECTION 1.1
				

			 	
				
				   
				

			 	
				
				  Defined Terms
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  SECTION 1.2
				

			 	
				
				   
				

			 	
				
				  Other Definitional Provisions

				

			 	
				
				   
				

			 	
				
				  37
				

			 
	
				
				  ARTICLE II THE FACILITY, ADVANCE
				  PROCEDURES AND ADVANCES
				

			 	
				
				   
				

			 	
				
				  38
				

			 
	
				
				  SECTION 2.1
				

			 	
				
				   
				

			 	
				
				  Facility
				

			 	
				
				   
				

			 	
				
				  38
				

			 
	
				
				  SECTION 2.2
				

			 	
				
				   
				

			 	
				
				  Advance Procedures
				

			 	
				
				   
				

			 	
				
				  39
				

			 
	
				
				  SECTION 2.3
				

			 	
				
				   
				

			 	
				
				  Representation and Warranty
				

			 	
				
				   
				

			 	
				
				  40
				

			 
	
				
				  SECTION 2.4
				

			 	
				
				   
				

			 	
				
				  Pro Rata Payments.
				

			 	
				
				   
				

			 	
				
				  40
				

			 
	
				
				  ARTICLE III INTEREST, FEES,
				  ETC.
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  SECTION 3.1
				

			 	
				
				   
				

			 	
				
				  Interest
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  SECTION 3.2
				

			 	
				
				   
				

			 	
				
				  Interest Payment Dates
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  SECTION 3.3
				

			 	
				
				   
				

			 	
				
				  Fees
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  SECTION 3.4
				

			 	
				
				   
				

			 	
				
				  Commitment Fees
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  SECTION 3.5
				

			 	
				
				   
				

			 	
				
				  Computation of Interest and
				  Fees
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  SECTION 3.6
				

			 	
				
				   
				

			 	
				
				  Continuation of Advances
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  ARTICLE IV REPAYMENTS, PREPAYMENTS
				  AND PAYMENTS
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  SECTION 4.1
				

			 	
				
				   
				

			 	
				
				  Required Principal Repayments

				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  SECTION 4.2
				

			 	
				
				   
				

			 	
				
				  Principal Prepayments
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  SECTION 4.3
				

			 	
				
				   
				

			 	
				
				  Payments Generally
				

			 	
				
				   
				

			 	
				
				  44
				

			 
	
				
				  SECTION 4.4
				

			 	
				
				   
				

			 	
				
				  Sharing of Set-Offs
				

			 	
				
				   
				

			 	
				
				  44
				

			 
	
				
				  ARTICLE V INCREASED COSTS,
				  ETC.
				

			 	
				
				   
				

			 	
				
				  45
				

			 
	
				
				  SECTION 5.1
				

			 	
				
				   
				

			 	
				
				  Illegality
				

			 	
				
				   
				

			 	
				
				  45
				

			 
	
				
				  SECTION 5.2
				

			 	
				
				   
				

			 	
				
				  Increased Costs
				

			 	
				
				   
				

			 	
				
				  45
				

			 
	
				
				  SECTION 5.3
				

			 	
				
				   
				

			 	
				
				  Taxes
				

			 	
				
				   
				

			 	
				
				  47
				

			 
	
				
				  SECTION 5.4
				

			 	
				
				   
				

			 	
				
				  Indemnity Regarding Breakage
				  Costs
				

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  SECTION 5.5
				

			 	
				
				   
				

			 	
				
				  Notice of Amounts Payable
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				  SECTION 5.6
				

			 	
				
				   
				

			 	
				
				  Mitigation Obligations;
				  Replacement
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				  ARTICLE VI CONDITIONS
				  PRECEDENT
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  SECTION 6.1
				

			 	
				
				   
				

			 	
				
				  Conditions to Effectiveness
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  SECTION 6.2 
				

			 	
				
				   
				

			 	
				
				  Advances
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  ARTICLE VII ADMINISTRATION OF
				  AIRCRAFT AND LEASES
				

			 	
				
				   
				

			 	
				
				  61
				

			 
	
				
				  SECTION 7.1
				

			 	
				
				   
				

			 	
				
				  Collection Procedures
				

			 	
				
				   
				

			 	
				
				  61
				

			 
	
				
				  SECTION 7.2
				

			 	
				
				   
				

			 	
				
				  Investments
				

			 	
				
				   
				

			 	
				
				  65
				

			 
	
				
				  ARTICLE VIII REPRESENTATIONS AND
				  WARRANTIES OF THE BORROWER
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  SECTION 8.1
				

			 	
				
				   
				

			 	
				
				  Subsidiaries
				

			 	
				
				   
				

			 	
				
				  66
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		i
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  SECTION 8.2
				

			 	
				
				   
				

			 	
				
				  Organization and Good
				  Standing
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  SECTION 8.3
				

			 	
				
				   
				

			 	
				
				  Due Qualification.
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  SECTION 8.4
				

			 	
				
				   
				

			 	
				
				  Enforceability
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  SECTION 8.5
				

			 	
				
				   
				

			 	
				
				  Security Interest
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  SECTION 8.6
				

			 	
				
				   
				

			 	
				
				  No Violation
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  SECTION 8.7
				

			 	
				
				   
				

			 	
				
				  No Proceedings
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  SECTION 8.8
				

			 	
				
				   
				

			 	
				
				  Approvals
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  SECTION 8.9
				

			 	
				
				   
				

			 	
				
				  Subsidiaries
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  SECTION 8.10
				

			 	
				
				   
				

			 	
				
				  Solvency
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  SECTION 8.11
				

			 	
				
				   
				

			 	
				
				  Compliance with Laws
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  SECTION 8.12
				

			 	
				
				   
				

			 	
				
				  Taxes
				

			 	
				
				   
				

			 	
				
				  69
				

			 
	
				
				  SECTION 8.13
				

			 	
				
				   
				

			 	
				
				  Monthly Report
				

			 	
				
				   
				

			 	
				
				  69
				

			 
	
				
				  SECTION 8.14
				

			 	
				
				   
				

			 	
				
				  No Liens, Etc.
				

			 	
				
				   
				

			 	
				
				  69
				

			 
	
				
				  SECTION 8.15
				

			 	
				
				   
				

			 	
				
				  Information True and Correct
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  SECTION 8.16
				

			 	
				
				   
				

			 	
				
				  Environmental Laws
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  SECTION 8.17
				

			 	
				
				   
				

			 	
				
				  Employment Matters
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  SECTION 8.18
				

			 	
				
				   
				

			 	
				
				  RICO
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  SECTION 8.19
				

			 	
				
				   
				

			 	
				
				  Anti-Terrorism Law
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  SECTION 8.20
				

			 	
				
				   
				

			 	
				
				  Depositary Banks.
				

			 	
				
				   
				

			 	
				
				  71
				

			 
	
				
				  SECTION 8.21
				

			 	
				
				   
				

			 	
				
				  Financial Condition
				

			 	
				
				   
				

			 	
				
				  71
				

			 
	
				
				  SECTION 8.22
				

			 	
				
				   
				

			 	
				
				  Investment Company Status
				

			 	
				
				   
				

			 	
				
				  72
				

			 
	
				
				  SECTION 8.23
				

			 	
				
				   
				

			 	
				
				  Description of Aircraft and
				  Leases
				

			 	
				
				   
				

			 	
				
				  72
				

			 
	
				
				  SECTION 8.24
				

			 	
				
				   
				

			 	
				
				  No Default, Etc.
				

			 	
				
				   
				

			 	
				
				  72
				

			 
	
				
				  SECTION 8.25
				

			 	
				
				   
				

			 	
				
				  Subsidiary Constituent
				  Documents
				

			 	
				
				   
				

			 	
				
				  72
				

			 
	
				
				  SECTION 8.26
				

			 	
				
				   
				

			 	
				
				  Transaction Documents
				

			 	
				
				   
				

			 	
				
				  72
				

			 
	
				
				  ARTICLE IX COVENANTS
				

			 	
				
				   
				

			 	
				
				  72
				

			 
	
				
				  SECTION 9.1
				

			 	
				
				   
				

			 	
				
				  Legal Existence and Good
				  Standing
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				  SECTION 9.2
				

			 	
				
				   
				

			 	
				
				  Protection of Security Interest of
				  the Lenders
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				  SECTION 9.3
				

			 	
				
				   
				

			 	
				
				  Records
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  SECTION 9.4
				

			 	
				
				   
				

			 	
				
				  Other Liens or Interests
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  SECTION 9.5
				

			 	
				
				   
				

			 	
				
				  Negative Pledge Clause
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  SECTION 9.6
				

			 	
				
				   
				

			 	
				
				  Maintain Properties
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  SECTION 9.7
				

			 	
				
				   
				

			 	
				
				  Ownership, Operation and Leasing of
				  Financed Aircraft
				

			 	
				
				   
				

			 	
				
				  76
				

			 
	
				
				  SECTION 9.8
				

			 	
				
				   
				

			 	
				
				  Limitation on Disposition of
				  Aircraft
				

			 	
				
				   
				

			 	
				
				  76
				

			 
	
				
				  SECTION 9.9
				

			 	
				
				   
				

			 	
				
				  Extension, Amendment or Replacement
				  of Leases
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  SECTION 9.10
				

			 	
				
				   
				

			 	
				
				  Servicing Agreement
				

			 	
				
				   
				

			 	
				
				  79
				

			 
	
				
				  SECTION 9.11
				

			 	
				
				   
				

			 	
				
				  Representations Regarding
				  Operation
				

			 	
				
				   
				

			 	
				
				  79
				

			 
	
				
				  SECTION 9.12
				

			 	
				
				   
				

			 	
				
				  Costs and Expenses
				

			 	
				
				   
				

			 	
				
				  79
				

			 
	
				
				  SECTION 9.13
				

			 	
				
				   
				

			 	
				
				  Compliance with Laws, Etc.
				

			 	
				
				   
				

			 	
				
				  79
				

			 
	
				
				  SECTION 9.14
				

			 	
				
				   
				

			 	
				
				  Environmental Compliance
				

			 	
				
				   
				

			 	
				
				  80
				

			 
	
				
				  SECTION 9.15
				

			 	
				
				   
				

			 	
				
				  Employee Benefit Plans;
				  Employees
				

			 	
				
				   
				

			 	
				
				  80
				

			 
	
				
				  SECTION 9.16
				

			 	
				
				   
				

			 	
				
				  Compliance
				

			 	
				
				   
				

			 	
				
				  81
				

			 
	
				
				  SECTION 9.17
				

			 	
				
				   
				

			 	
				
				  Notice of Adverse Claim or
				  Loss
				

			 	
				
				   
				

			 	
				
				  81
				

			 
	
				
				  SECTION 9.18
				

			 	
				
				   
				

			 	
				
				  Reporting Requirements
				

			 	
				
				   
				

			 	
				
				  81
				

			 
	
				
				  SECTION 9.19
				

			 	
				
				   
				

			 	
				
				  Corporate Separateness
				

			 	
				
				   
				

			 	
				
				  84
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		ii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  SECTION 9.20
				

			 	
				
				   
				

			 	
				
				  Bankruptcy and Insolvency; Corporate
				  Governance
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  SECTION 9.21
				

			 	
				
				   
				

			 	
				
				  Limitation on Engaging in Business
				  Activities
				

			 	
				
				   
				

			 	
				
				  86
				

			 
	
				
				  SECTION 9.22
				

			 	
				
				   
				

			 	
				
				  Limitation on Transactions with
				  Affiliates
				

			 	
				
				   
				

			 	
				
				  87
				

			 
	
				
				  SECTION 9.23
				

			 	
				
				   
				

			 	
				
				  Limitation on Modification Payments
				  and Capital Expenditures
				

			 	
				
				   
				

			 	
				
				  87
				

			 
	
				
				  SECTION 9.24
				

			 	
				
				   
				

			 	
				
				  Limitation on Certain Restrictions
				  on Borrower Subsidiaries
				

			 	
				
				   
				

			 	
				
				  88
				

			 
	
				
				  SECTION 9.25
				

			 	
				
				   
				

			 	
				
				  Mergers, Etc. Except as otherwise
				  permitted under Section 9.7 or 9.8, t
				

			 	
				
				   
				

			 	
				
				  88
				

			 
	
				
				  SECTION 9.26
				

			 	
				
				   
				

			 	
				
				  Distributions, Etc.
				

			 	
				
				   
				

			 	
				
				  89
				

			 
	
				
				  SECTION 9.27
				

			 	
				
				   
				

			 	
				
				  Subsidiaries; Investments
				

			 	
				
				   
				

			 	
				
				  89
				

			 
	
				
				  SECTION 9.28
				

			 	
				
				   
				

			 	
				
				  Guarantees
				

			 	
				
				   
				

			 	
				
				  90
				

			 
	
				
				  SECTION 9.29
				

			 	
				
				   
				

			 	
				
				  Indebtedness
				

			 	
				
				   
				

			 	
				
				  90
				

			 
	
				
				  SECTION 9.30 
				

			 	
				
				   
				

			 	
				
				  Audits; Inspections
				

			 	
				
				   
				

			 	
				
				  91
				

			 
	
				
				  SECTION 9.31 
				

			 	
				
				   
				

			 	
				
				  Use of Proceeds; Margin
				  Regulations
				

			 	
				
				   
				

			 	
				
				  91
				

			 
	
				
				  SECTION 9.32 
				

			 	
				
				   
				

			 	
				
				  Accounting; Irish Tax
				  Residency
				

			 	
				
				   
				

			 	
				
				  91
				

			 
	
				
				  SECTION 9.33 
				

			 	
				
				   
				

			 	
				
				  Hedging Policy
				

			 	
				
				   
				

			 	
				
				  92
				

			 
	
				
				  SECTION 9.34 
				

			 	
				
				   
				

			 	
				
				  Insurance
				

			 	
				
				   
				

			 	
				
				  92
				

			 
	
				
				  SECTION 9.35 
				

			 	
				
				   
				

			 	
				
				  Anti-Terrorism Law; Anti-Money
				  Laundering
				

			 	
				
				   
				

			 	
				
				  93
				

			 
	
				
				  SECTION 9.36 
				

			 	
				
				   
				

			 	
				
				  Embargoed Person
				

			 	
				
				   
				

			 	
				
				  94
				

			 
	
				
				  SECTION 9.37 
				

			 	
				
				   
				

			 	
				
				  Interest Coverage Ratio
				

			 	
				
				   
				

			 	
				
				  94
				

			 
	
				
				  ARTICLE X THE MANAGER
				

			 	
				
				   
				

			 	
				
				  95
				

			 
	
				
				  SECTION 10.1 
				

			 	
				
				   
				

			 	
				
				  Manager Not to Resign
				

			 	
				
				   
				

			 	
				
				  95
				

			 
	
				
				  ARTICLE XI MANAGER DEFAULTS
				

			 	
				
				   
				

			 	
				
				  95
				

			 
	
				
				  SECTION 11.1
				

			 	
				
				   
				

			 	
				
				  Consequences of a Manager
				  Default
				

			 	
				
				   
				

			 	
				
				  95
				

			 
	
				
				  SECTION 11.2
				

			 	
				
				   
				

			 	
				
				  Appointment of Successor Manager;
				  New Management Agreement
				

			 	
				
				   
				

			 	
				
				  96
				

			 
	
				
				  ARTICLE XII EVENTS OF DEFAULT

				

			 	
				
				   
				

			 	
				
				  97
				

			 
	
				
				  SECTION 12.1
				

			 	
				
				   
				

			 	
				
				  Events of Default
				

			 	
				
				   
				

			 	
				
				  97
				

			 
	
				
				  SECTION 12.2
				

			 	
				
				   
				

			 	
				
				  Effect of Event of Default
				

			 	
				
				   
				

			 	
				
				  98
				

			 
	
				
				  SECTION 12.3
				

			 	
				
				   
				

			 	
				
				  Rights Upon the Facility Termination
				  Date
				

			 	
				
				   
				

			 	
				
				  99
				

			 
	
				
				  ARTICLE XIII THE ADMINISTRATIVE
				  AGENT
				

			 	
				
				   
				

			 	
				
				  100
				

			 
	
				
				  SECTION 13.1
				

			 	
				
				   
				

			 	
				
				  Authorization and Action
				

			 	
				
				   
				

			 	
				
				  100
				

			 
	
				
				  SECTION 13.2
				

			 	
				
				   
				

			 	
				
				  Exculpation
				

			 	
				
				   
				

			 	
				
				  100
				

			 
	
				
				  SECTION 13.3
				

			 	
				
				   
				

			 	
				
				  Administrative Agent and
				  Affiliates
				

			 	
				
				   
				

			 	
				
				  101
				

			 
	
				
				  SECTION 13.4
				

			 	
				
				   
				

			 	
				
				  Lender’s Credit Decision

				

			 	
				
				   
				

			 	
				
				  101
				

			 
	
				
				  SECTION 13.5
				

			 	
				
				   
				

			 	
				
				  Certain Matters Affecting the
				  Administrative Agent
				

			 	
				
				   
				

			 	
				
				  101
				

			 
	
				
				  SECTION 13.6
				

			 	
				
				   
				

			 	
				
				  Administrative Agent Not
				  Liable
				

			 	
				
				   
				

			 	
				
				  102
				

			 
	
				
				  SECTION 13.7
				

			 	
				
				   
				

			 	
				
				  Administrative Agent May Own
				  Advances
				

			 	
				
				   
				

			 	
				
				  103
				

			 
	
				
				  SECTION 13.8
				

			 	
				
				   
				

			 	
				
				  Resignation or Removal of
				  Administrative Agent
				

			 	
				
				   
				

			 	
				
				  103
				

			 
	
				
				  SECTION 13.9
				

			 	
				
				   
				

			 	
				
				  Successor Administrative
				  Agent
				

			 	
				
				   
				

			 	
				
				  104
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  SECTION 13.10
				

			 	
				
				   
				

			 	
				
				  Eligibility Requirements for
				  Successor Administrative Agent
				

			 	
				
				   
				

			 	
				
				  105
				

			 
	
				
				  SECTION 13.11
				

			 	
				
				   
				

			 	
				
				  Merger or Consolidation of
				  Administrative Agent
				

			 	
				
				   
				

			 	
				
				  105
				

			 
	
				
				  SECTION 13.12
				

			 	
				
				   
				

			 	
				
				  Administrative Agent May Enforce
				  Claims
				

			 	
				
				   
				

			 	
				
				  105
				

			 
	
				
				  SECTION 13.13
				

			 	
				
				   
				

			 	
				
				  Suit for Enforcement
				

			 	
				
				   
				

			 	
				
				  105
				

			 
	
				
				  SECTION 13.14
				

			 	
				
				   
				

			 	
				
				  Indemnification of Administrative
				  Agent
				

			 	
				
				   
				

			 	
				
				  105
				

			 
	
				
				  SECTION 13.15
				

			 	
				
				   
				

			 	
				
				  Other Arrangements
				

			 	
				
				   
				

			 	
				
				  106
				

			 
	
				
				  ARTICLE XIV ASSIGNMENTS
				

			 	
				
				   
				

			 	
				
				  106
				

			 
	
				
				  SECTION 14.1
				

			 	
				
				   
				

			 	
				
				  Assignments
				

			 	
				
				   
				

			 	
				
				  106
				

			 
	
				
				  SECTION 14.2
				

			 	
				
				   
				

			 	
				
				  Documentation
				

			 	
				
				   
				

			 	
				
				  107
				

			 
	
				
				  SECTION 14.3
				

			 	
				
				   
				

			 	
				
				  Rights of Assignee
				

			 	
				
				   
				

			 	
				
				  107
				

			 
	
				
				  SECTION 14.4
				

			 	
				
				   
				

			 	
				
				  Registration; Registration of
				  Transfer and Exchange
				

			 	
				
				   
				

			 	
				
				  107
				

			 
	
				
				  ARTICLE XV INDEMNIFICATION
				

			 	
				
				   
				

			 	
				
				  108
				

			 
	
				
				  SECTION 15.1
				

			 	
				
				   
				

			 	
				
				  General Indemnity of the
				  Borrower
				

			 	
				
				   
				

			 	
				
				  108
				

			 
	
				
				  SECTION 15.2
				

			 	
				
				   
				

			 	
				
				  Waiver of Consequential Damages,
				  Etc.
				

			 	
				
				   
				

			 	
				
				  109
				

			 
	
				
				  ARTICLE XVI MISCELLANEOUS
				

			 	
				
				   
				

			 	
				
				  109
				

			 
	
				
				  SECTION 16.1
				

			 	
				
				   
				

			 	
				
				  No Waiver; Remedies
				

			 	
				
				   
				

			 	
				
				  109
				

			 
	
				
				  SECTION 16.2
				

			 	
				
				   
				

			 	
				
				  Amendments, Waivers
				

			 	
				
				   
				

			 	
				
				  109
				

			 
	
				
				  SECTION 16.3
				

			 	
				
				   
				

			 	
				
				  Notices, Etc.
				

			 	
				
				   
				

			 	
				
				  111
				

			 
	
				
				  SECTION 16.4
				

			 	
				
				   
				

			 	
				
				  Costs and Expenses
				

			 	
				
				   
				

			 	
				
				  112
				

			 
	
				
				  SECTION 16.5
				

			 	
				
				   
				

			 	
				
				  Binding Effect; Survival
				

			 	
				
				   
				

			 	
				
				  113
				

			 
	
				
				  SECTION 16.6
				

			 	
				
				   
				

			 	
				
				  Captions and Cross References

				

			 	
				
				   
				

			 	
				
				  113
				

			 
	
				
				  SECTION 16.7
				

			 	
				
				   
				

			 	
				
				  Severability
				

			 	
				
				   
				

			 	
				
				  113
				

			 
	
				
				  SECTION 16.8
				

			 	
				
				   
				

			 	
				
				  Governing Law; Venue
				

			 	
				
				   
				

			 	
				
				  114
				

			 
	
				
				  SECTION 16.9
				

			 	
				
				   
				

			 	
				
				  Counterparts
				

			 	
				
				   
				

			 	
				
				  115
				

			 
	
				
				  SECTION 16.10
				

			 	
				
				   
				

			 	
				
				  WAIVER OF JURY TRIAL
				

			 	
				
				   
				

			 	
				
				  115
				

			 
	
				
				  SECTION 16.11
				

			 	
				
				   
				

			 	
				
				  Third Party Beneficiary
				

			 	
				
				   
				

			 	
				
				  115
				

			 
	
				
				  SECTION 16.12
				

			 	
				
				   
				

			 	
				
				  Recourse Against Certain Parties; No
				  Proceedings
				

			 	
				
				   
				

			 	
				
				  115
				

			 
	
				
				  SECTION 16.13
				

			 	
				
				   
				

			 	
				
				  ENTIRE AGREEMENT
				

			 	
				
				   
				

			 	
				
				  117
				

			 
	
				
				  SECTION 16.14
				

			 	
				
				   
				

			 	
				
				  Resolution of Drafting
				  Ambiguities
				

			 	
				
				   
				

			 	
				
				  118
				

			 
	
				
				  SECTION 16.15
				

			 	
				
				   
				

			 	
				
				  Confidentiality
				

			 	
				
				   
				

			 	
				
				  118
				

			 
	
				
				  SECTION 16.16
				

			 	
				
				   
				

			 	
				
				  USA Patriot Act Notice
				

			 	
				
				   
				

			 	
				
				  119
				

			 
	
				
				  SECTION 16.17
				

			 	
				
				   
				

			 	
				
				  Security Trustee/Account Bank
				  Notice
				

			 	
				
				   
				

			 	
				
				  119
				

			 
	
				
				  SECTION 16.18
				

			 	
				
				   
				

			 	
				
				  Security Trustee/Account
				  Protections
				

			 	
				
				   
				

			 	
				
				  119
				

			 
	
				
				  SECTION 16.19
				

			 	
				
				   
				

			 	
				
				  Currency Indemnity
				

			 	
				
				   
				

			 	
				
				  119
				

			 
	
				
				  SECTION 16.20
				

			 	
				
				   
				

			 	
				
				  Indemnification of Security Trustee
				  and Account Bank
				

			 	
				
				   
				

			 	
				
				  120
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iv
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  APPENDICES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  APPENDIX I
				

			 	
				
				   
				

			 	
				
				  Eligible Aircraft, Concentration
				  Limits and Core Lease Provisions
				

			 
	
				
				  EXHIBITS
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  EXHIBIT A
				

			 	
				
				   
				

			 	
				
				  Form of Advance Request
				

			 
	
				
				  EXHIBIT B
				

			 	
				
				   
				

			 	
				
				  Form of Assignment and
				  Assumption
				

			 
	
				
				  EXHIBIT C
				

			 	
				
				   
				

			 	
				
				  Form of Monthly Report
				

			 
	
				
				  EXHIBIT D
				

			 	
				
				   
				

			 	
				
				  Hedging Policy
				

			 
	
				
				  EXHIBIT E
				

			 	
				
				   
				

			 	
				
				  Form of Management Agreement
				

			 
	
				
				  EXHIBIT F
				

			 	
				
				   
				

			 	
				
				  Form of Security Trust
				  Agreement
				

			 
	
				
				  EXHIBIT G
				

			 	
				
				   
				

			 	
				
				  Form of Servicing Agreement
				

			 
	
				
				  EXHIBIT H
				

			 	
				
				   
				

			 	
				
				  Forms of Organizational Documents
				  and Operating Documents
				

			 
	
				
				  EXHIBIT I
				

			 	
				
				   
				

			 	
				
				  Forms of Opinion of Counsel to
				  Borrower Group
				

			 
	
				
				  EXHIBIT J
				

			 	
				
				   
				

			 	
				
				  Form of Opinion of Counsel to
				  Security Trustee/Account Bank
				

			 
	
				
				  EXHIBIT K
				

			 	
				
				   
				

			 	
				
				  Form of Opinion of Counsel to
				  Administrative Agent/Lenders
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  SCHEDULES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  SCHEDULE I
				

			 	
				
				   
				

			 	
				
				  List of Aircraft
				

			 
	
				
				  SCHEDULE II
				

			 	
				
				   
				

			 	
				
				  List of Aircraft Owning Entities,
				  the Aircraft Owned by Such Aircraft Owning Entities and the associated Owner
				  Participants and Owner Trustees
				

			 
	
				
				  SCHEDULE III
				

			 	
				
				   
				

			 	
				
				  List of Leases
				

			 
	
				
				  SCHEDULE IV
				

			 	
				
				   
				

			 	
				
				  List of Lenders
				

			 
	
				
				  SCHEDULE V
				

			 	
				
				   
				

			 	
				
				  Account Details
				

			 
	
				
				  SCHEDULE VI
				

			 	
				
				   
				

			 	
				
				  Capitalization and
				  Subsidiaries
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		v
	 

	 
		 
	 



	 
	 

	 

	 
		CREDIT AGREEMENT
	 

	 
		THIS CREDIT AGREEMENT is made and entered
		into as of April 5, 2007 among: (i) GENESIS ACQUISITION LIMITED, an
		exempted company organized and existing under the laws of Bermuda (the
		“Borrower”), (ii) GENESIS LEASE LIMITED, an exempted
		company organized and existing under the laws of Bermuda (“GLS”), as
		manager under the Management Agreement (GLS in such capacity, or any successor
		manager appointed pursuant to Section 11.2 hereof, the
		“Manager”), (iii) THE FINANCIAL INSTITUTIONS SET FORTH
		ON SCHEDULE IV HERETO (together with any successors and permitted assigns, the
		“Lenders”), (iv) CITIBANK, N.A. (“CNA”), as
		administrative agent for the Lenders (CNA in such capacity, or any successor
		administrative agent appointed pursuant to Section 13.8, the “Administrative Agent”), and (v) DEUTSCHE BANK TRUST COMPANY
		AMERICAS, in its capacity as Security Trustee (as defined below) and as Account
		Bank (as defined below).
	 

	 
		W I T N E S S E T H :
	 

	 
		WHEREAS, the parties hereto desire to enter
		into this Agreement on the terms and conditions specified herein;
	 

	 
		NOW THEREFORE, for good and valuable
		consideration, the adequacy, receipt and sufficiency of which are hereby
		acknowledged, the parties hereto hereby agree as follows:
	 

	 
		ARTICLE I
	 

	 
		DEFINITIONS
	 

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

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

	 
		“Additional Aircraft Concentration Limits” means, for Widebody Aircraft, Freighter Aircraft,
		Regional Jet Aircraft, Boeing Aircraft, Airbus Aircraft, Out-of-Production
		Aircraft or Other Manufacturer Aircraft, as of any date of determination, the
		percentage, if any, set forth opposite the correlative designation
		“Widebody Aircraft,” “Freighter Aircraft,” “Regional
		Jet Aircraft,” “Boeing Aircraft,” “Airbus Aircraft,”
		“Out-of-Production Aircraft” or “Other Manufacturer
		Aircraft” listed on Table 2 of Appendix I hereto under the heading
		corresponding to the range of Outstanding Principal Amount as of such date of
		determination.
	 

	 
		“Additional Aircraft Concentration
		Percentage” means, for Widebody
		Aircraft, Freighter Aircraft, Regional Jet Aircraft, Boeing Aircraft, Airbus
		Aircraft , Out-of-Production Aircraft or Other Manufacturer Aircraft, as of any
		date of determination, the percentage represented by the quotient obtained by
		dividing:
	 

	 
		(a) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Widebody Aircraft,
		Freighter Aircraft, Regional Jet Aircraft, Boeing Aircraft, 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Airbus Aircraft, Out-of-Production Aircraft
		or Other Manufacturer Aircraft, as applicable, in the Borrower’s Portfolio
		as of such date of determination; by 
	 

	 
		(b) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio, as of such date of determination.
	 

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

	 

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

	 
		“Advance Date” means the date on which each Lender makes an
		Advance under this Agreement in connection with the acquisition of a Financed
		Aircraft. 
	 

	 
		“Advance Rate” means, (i) for Tier I Aircraft and Tier II
		Aircraft, 72.5%, and (ii) for Tier III Aircraft, 65%.
	 

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

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

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

	 
		“Affected Lender” has the meaning set forth in Section 5.6(a).
	 

	 
		“Affected Party” has the meaning set forth in Section 5.2(a).
	 

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

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

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

	 

	 
		provided, however, that in
		no event shall GECAS be deemed an Affiliate of any Borrower Group Member. The
		word “Affiliated” has a correlative meaning.
	 

	 
		“Aggregate Aircraft Borrowing Base” means, as of any date of determination, the
		aggregate of the Individual Aircraft Borrowing Bases for all Financed Aircraft
		in the Borrower’s Portfolio on such date.
	 

	 
		 
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Airbus Aircraft” means Aircraft of the following Types (from the
		list of Types shown on Table 1 of Appendix I hereto): any Type with a
		designation “A319”, “A320”, “A321” or
		“A330”.
	 

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

	 
		“Aircraft Acquisition Documents” means in respect of any Aircraft to become a
		Financed Aircraft, any of the related Asset Purchase Agreement, related Lease,
		a bill of sale, a lease assignment and assumption agreement, a lease novation
		and amendment agreement, and any invoice or other documentation evidencing the
		purchase price paid for such assets (to the extent not evidenced by any of the
		foregoing other documents).
	 

	 
		“Aircraft Age” means the age in integral number of completed
		elapsed years of an Aircraft since its date of manufacture (or, if such
		Aircraft has been subjected to a Freighter Conversion to a Freighter Type,
		since the related Freighter Conversion Effective Date), such integral number
		rounded upwards in the case of six months or more having elapsed since the last
		anniversary of such Aircraft’s date of manufacture (or related Freighter
		Conversion Effective Date, as applicable). With respect to an Aircraft that
		becomes a Financed Aircraft on a date that is after a Determination Date (or,
		if the first Determination Date has not yet occurred, the Closing Date) and is
		before or on the next succeeding Determination Date, the Aircraft Age of such
		Aircraft will be deemed to be its Aircraft Age in years on and as of such next
		succeeding Determination Date, subject to the rounding convention set forth in
		the preceding sentence. 
	 

	 
		 “Aircraft Age Limit” means, for each Type of Aircraft listed on Table
		1 to Appendix I hereto, the number of years set forth opposite such Type under
		the heading “Maximum Age”.
	 

	 
		“Aircraft Asset Expenses” has the meaning set forth in the Servicing
		Agreement; provided, that when such term is used in the Flow of Funds,
		Aircraft Asset Expenses shall not be deemed to include (i) expenses that
		have been paid with funds withdrawn from the Supplemental Rent Account or the
		Security Deposit Account, and (ii) capital expenditures for the purpose of
		effecting any optional improvement or modification of any Aircraft Asset other
		than (x) maintenance expenses to keep any Aircraft airworthy in all
		respects and in good repair and condition in accordance with international
		airline industry standards, (y) expenses incurred in order to comply with all
		airworthiness directives and mandatory orders and other requirements applicable
		to any Aircraft, and (z) capital expenditures permitted to be incurred by
		the Servicer under the Servicing Agreement without being required to be
		included in the then current Approved Budget and without the consent of the
		Borrower.
	 

	 
		“Aircraft Assets” means one or more Aircraft, together with the
		related assets with respect thereto, including, without limitation, the Leases
		with respect to such Aircraft (and the 
	 

	 
		 
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 



	 
	 

	 

	 
		Related Security with respect thereto) and
		any related Security Deposits, Supplemental Rent or other cash reserves.

	 

	 
		“Aircraft Limitation Event” means that immediately after giving effect to any
		of the following: 
	 

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

	 
		(b) the occurrence of a Disposition Event
		and consequent removal from the Borrower’s Portfolio of an
		Aircraft,
	 

	 
		any of the following is true: (i) any
		Aircraft Tier Concentration Percentage will exceed the related Aircraft Tier
		Concentration Limit, (ii) the Weighted Average Portfolio Age will exceed the
		Weighted Average Portfolio Age Limit or (iii) any Additional Aircraft
		Concentration Percentage will exceed the related Additional Aircraft
		Concentration Limit; provided that it
		shall not constitute an Aircraft Limitation Event if the Additional Aircraft
		Concentration Percentage with respect to Out-of-Production Aircraft exceeds the
		related Additional Aircraft Concentration Limit as a result of an Aircraft
		becoming an Out-of-Production Aircraft on any date after such Aircraft was
		acquired into the Borrower’s Portfolio, but shall constitute an Aircraft
		Limitation Event solely for the purposes of the determination in Section 6.2(b)
		as to whether the Aircraft is an Eligible Aircraft. 
	 

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

	 
		“Aircraft Tier Concentration Limit” means, with respect to all Aircraft within a Tier
		of Aircraft listed on Table 1 to Appendix I hereto, as of any date of
		determination, the percentage set forth for such Tier under the heading
		corresponding to the range of Outstanding Principal Amount as of such date of
		determination, provided that:
	 

	 
		(a) with respect to Tier I Aircraft, there
		is no limitation;
	 

	 
		(b) with respect to Tier II Aircraft, there
		is no limitation for Airbus A321-200 Aircraft at any time the Lenders have
		made, in the aggregate, Advances of $100,000,000 or less;
	 

	 
		(c) until the Commitment Increase Option has
		become effective pursuant to Section
		2.1(c), with respect to Tier II
		Aircraft, there are at least twice as many Tier I Aircraft as Tier II Aircraft
		in the Borrower’s Portfolio and no Tier I Aircraft shall be used 
	 

	 
		 
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 



	 
	 

	 

	 
		contemporaneously to satisfy this
		requirement and the requirement with respect to Tier III Aircraft set forth in
		clause (d) below; and
	 

	 
		(d) until the Commitment Increase Option has
		become effective pursuant to Section
		2.1(c), with respect to Tier III
		Aircraft, there are at least three times as many Tier I Aircraft as Tier III
		Aircraft in the Borrower’s Portfolio and no Tier I Aircraft shall be used
		contemporaneously to satisfy this requirement and the requirement with respect
		to Tier II Aircraft set forth in clause (c) above.
	 

	 
		“Aircraft Tier Concentration Percentage” means, for each Tier of Aircraft listed on Table
		1 to Appendix I hereto, as of any date of determination, the percentage
		represented by the quotient obtained by dividing:
	 

	 
		(a) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in such
		Tier in the Borrower’s Portfolio as of such date of determination; by
		
	 

	 
		(b) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio, as of such date of determination.
	 

	 
		“Aircraft Value & Borrowing Base
		Schedule” means a schedule for an
		Aircraft provided by the Borrower to the Administrative Agent in form and
		substance reasonably acceptable to the Administrative Agent recording the
		Initial Agreed Value and the Individual Aircraft Borrowing Base for such
		Aircraft, as such schedule may be revised from time to time pursuant to
		Section 9.18(a)(xi).
	 

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

	 
		“Alternate Base Rate” means, as of any date, a fluctuating rate of
		interest per annum (rounded upward, if necessary, to the nearest 1/100th of 1%)
		equal to the greater of (a) the prime rate (announced from time to time by
		the Administrative Agent at its principal office in New York, New York as its
		base rate), and (b) the Federal Funds Rate most recently determined by the
		Administrative Agent plus 1.00% per annum.
	 

	 
		“Anti-Terrorism Laws” has the meaning set forth in Section 8.19. 
	 

	 
		“Applicable Carrier” means, as of any date, with respect to any
		Aircraft, the Eligible Carrier that is leasing such Aircraft from the
		applicable Aircraft Owning Entity, Applicable Intermediary or Section 9.17(a)
		Entity, on such date.
	 

	 
		 
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		“Applicable Margin” means (a) during the period commencing on the
		Closing Date up to but excluding the Conversion Date, a per annum rate equal to
		the rate set forth below opposite the then Outstanding Principal Amount and the
		then Portfolio Composition, as of the most recent Determination Date:
	 

	 
		 
	 

	 
			
				
				  Applicable Margin
				

			 	
				
				   
				

			 	
				
				  Portfolio Composition
				

			 	
				
				   
				

			 
	
				
				  Total Outstanding Principal
				  Amount
				

			 	
				
				   
				

			 	
				
				  < 60% Tier 1
				  Aircraft
				

			 	
				
				   
				

			 	
				
				  > 60% Tier 1
				  Aircraft
				

			 	
				
				   
				

			 	
				
				  > 75% Tier 1
				  Aircraft
				

			 	
				
				   
				

			 
	
				
				  Less than $600,000,000
				

			 	
				
				   
				

			 	
				
				  1.75
				

			 	
				
				  %
				

			 	
				
				  1.75
				

			 	
				
				  %
				

			 	
				
				  1.75
				

			 	
				
				  %
				

			 
	
				
				  $600,000,000 or greater but less
				  than $850,000,000
				

			 	
				
				   
				

			 	
				
				  1.75
				

			 	
				
				  %
				

			 	
				
				  1.65
				

			 	
				
				  %
				

			 	
				
				  1.65
				

			 	
				
				  %
				

			 
	
				
				  $850,000,000 or greater
				

			 	
				
				   
				

			 	
				
				  1.75
				

			 	
				
				  %
				

			 	
				
				  1.65
				

			 	
				
				  %
				

			 	
				
				  1.50
				

			 	
				
				  %
				

			 

 

	 
		and (b) thereafter 2.75% per annum.
	 

	 
		“Appraisal”
		means, with respect to any Aircraft, an appraisal of such Aircraft by a
		Qualified Appraiser, which appraisal is prepared in accordance with ISTAT
		standards and opines as to the Current Market Value and the Base Value of such
		Aircraft, taking into account the actual maintenance status of such
		Aircraft.
	 

	 
		“Approved Budget” has the meaning set forth in the Servicing
		Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 



	 
	 

	 

	 
		“Approved Country List” means the list of countries set forth on
		Appendix I attached hereto that are not Prohibited Countries, as
		such list may be modified and supplemented from time to time in accordance with
		the following provisions: 
	 

	 
		(a) if the Administrative Agent advises the
		Borrower in writing of (i) a change in law or regulation or in the
		interpretation thereof by a Government Entity after the Closing Date, or (ii)
		the implementation or application by a Government Entity after the Closing Date
		of law or regulation in a particular country then on the Approved Country List,
		that in either case, in the good faith, reasonable judgment of the
		Administrative Agent makes the financing of Aircraft registered in such country
		or leased by a Lessee organized under the laws of or domiciled in such country,
		subject to a material increase in legal risk as to creditor’s or
		lessor’s rights, rights of repossession or enforcement, or other material
		legal risks making it undesirable for a lender to finance such Aircraft (any of
		the foregoing, an “Adverse Legal
		Risk Change”), then the Approved
		Country List shall upon delivery of such written advice be deemed amended and
		changed to remove such adversely affected country; and 
	 

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

	 
		“Asset Purchase Agreement” means any aircraft purchase agreement or other
		similar agreement that documents the purchase by any Borrower Group Member of a
		Financed Aircraft, and shall include all other agreements, assignments,
		documents, bills of sale or other instruments forming a part of the transaction
		documents with respect thereto.
	 

	 
		“Assignment and Assumption” means an assignment and assumption agreement
		entered into by a Lender and an assignee of such Lender and acknowledged and
		agreed to by the Administrative Agent, substantially in the form of
		Exhibit B hereto.
		
	 

	 
		“Available Collections” means in respect of any Payment Date, all
		Collections on deposit in the Collection Account as of the Calculation Date (as
		defined in the Management Agreement) immediately preceding such Payment
		Date.
	 

	 
		“Base Value”
		with respect to any Aircraft, represents an appraiser’s opinion of the
		underlying economic value of such Aircraft in an open, unrestricted, stable
		market environment with a reasonable balance of supply and demand, and assumes
		full consideration of its “highest and best use”, founded in the
		historical trend of values and in the projection of future value trends and
		presuming an arm’s length, cash transaction between willing, able and
		knowledge 
	 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		parties acting prudently, with an absence of
		duress and with a reasonable period of time available for marketing. Base Value
		shall be the lower of the mean and median Base Values in three Appraisals most
		recently delivered to the Administrative Agent. 
	 

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

	 
		“Boeing Aircraft” means Aircraft of the following Types (from the
		list of Types shown on Table 1 of Appendix I hereto): any Type with a
		designation “737”, “747”, “757”, “767”,
		“777” or “MD”.
	 

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

	 

	 
		“Borrower Acquisition” has the meaning set forth in Section 9.31(a).
	 

	 
		“Borrower Acquisition Documents” means, in respect of any Financed Aircraft, the
		documents executed in connection with a Borrower Acquisition thereof,
		including, without limitation, any related Aircraft Acquisition
		Document.
	 

	 
		“Borrower Expenses” means, for purposes of the use of such term in
		the Flow of Funds, Aircraft Asset Expenses, Operating Expenses and Related
		Expenses; provided that
		Borrower Expenses as used in the Flow of Funds shall not include (a) Borrower
		Income Tax Expenses, (b) expenses that have been or are properly payable or
		reimbursable with funds withdrawn from the Supplemental Rent Account or the
		Security Deposit Account, or with the application of funds received from an
		insurance payment or other third party payment relating to casualty or
		condemnation (and in either such case such funds are actually available to the
		Borrower for such purposes and, for the avoidance of doubt, such expenses shall
		be Borrower Expenses to the extent such funds are not actually available to the
		Borrower for such purpose), or (c) Overhead Expenses (as defined in the
		Servicing Agreement). 
	 

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

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

	 
		“Borrower Subsidiary” means any direct or indirect Subsidiary of the
		Borrower, including, without limitation, any Aircraft Owning Entity, any Owner
		Participant, and any Applicable Intermediary.
	 

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

	 
		 
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
		“Borrowing Base” means either of the Individual Aircraft Borrowing
		Base or the Aggregate Aircraft Borrowing Base, as applicable. 
	 

	 
		“Borrowing Base Deficiency” means, as of any date of determination, the
		amount, if any, by which the Outstanding Principal Amount on such date exceeds
		the Aggregate Aircraft Borrowing Base on such date.
	 

	 
		“Business Day” means any day (other than a Saturday or Sunday)
		and (i) in the case of any day on which the Eurodollar Rate is to be
		determined, any day on which commercial banks in New York, New York are not
		authorized or required to be closed and on which dealings are carried on in the
		London interbank eurodollar market, (ii) in the case of any day on which a
		payment is to be made hereunder, any day on which commercial banks in New York,
		New York, London, England or Frankfurt, Germany are not authorized or required
		to be closed, and (iii) in all other cases, any day on which commercial banks
		are not authorized or required to close in New York, New York, Dublin, Ireland
		or Frankfurt, Germany. 
	 

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

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

	 
		“Chattel Paper Original” means, when used in the provisions of Article VI
		in connection with delivery requirements and in related provisions in Article
		IX, that the applicable original Lease and any related lease amendment or
		supplement being delivered shall have been designated the sole original copy
		thereof by the applicable Lessor adding substantially the following language to
		the cover page of such Lease: “To the extent, if any, that this [Lease
		Agreement] or any [Lease Supplement] hereunder constitutes chattel paper (as
		such term is defined in the Uniform Commercial Code as in effect in any
		applicable jurisdiction), no security interest in this [Lease Agreement] or
		such [Lease Supplement] may be created through the transfer or possession of
		any counterpart other than the original executed counterpart, which shall be
		identified as the counterpart containing the receipt therefor executed by the
		Security Trustee under and as defined in the Security Trust Agreement dated as
		of April 5, 2007 between GAL, Deutsche Bank Trust Company Americas, as Security
		Trustee, and the various other parties identified on the signature pages
		thereof”.
	 

	 
		“Closing Date” means April 5, 2007.
	 

	 
		“Code” means
		the Internal Revenue Code of 1986, as amended from time to time, and the
		regulations promulgated thereunder. Section references to the Code are to the
		Code as in effect 
	 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		at the date of this Agreement and any
		subsequent provisions of the Code amendatory thereof, supplemental thereto or
		substituted therefor.
	 

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

	 
		“Collection Account” means an account (number 58368) in the name of
		the Borrower and maintained with the Account Bank.
	 

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

	 
		“Commitment Amount” means the Initial Commitment Amount until the
		satisfaction of the terms of Section 2.1(c) and thereafter the Maximum
		Commitment Amount.
	 

	 
		“Commitment Fees” has the meaning set forth in Section 3.4. 

	 

	 
		“Commitment Increase Amount” means $750,000,000. 
	 

	 
		“Commitment Increase Option” means a one-time option exercisable by the
		Borrower in accordance with Section 2.1(c). 
	 

	 
		“Commitment Increase Option Fee” means the fee payable pursuant to the terms of
		the Fee Letter in connection with the exercise of the Commitment Increase
		Option.
	 

	 
		“Commitment Letter” means the commitment letter dated November 22,
		2006 from Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC to
		GLS, as amended, supplemented or otherwise modified from time to time.
	 

	 
		“Communications” has the meaning set forth in Section 16.3(b). 
	 

	 
		“Concentration Limit by Country” means, with respect to all Lessees based or
		domiciled in all Rated Countries, all Other-Rated Countries, all Special
		Consideration Countries or the United States, as of any date of determination,
		the percentage, if any, set forth opposite the correlative designation
		“Rated Country”, “Other-Rated Country”, “Special
		Consideration Country” or “United States” listed on Table 2 to
		Appendix I hereto under the heading 
	 

	 
		 
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

	 
		corresponding to the range of Outstanding
		Principal Amount as of such date of determination; provided that at
		any time the Outstanding Principal Amount is equal to $100,000,000 or less, as
		of such date of determination, the aggregate amount of Advances in respect of
		all Aircraft leased by all Lessees based or domiciled in all Other-Rated
		Countries or all Special Consideration Countries may not exceed the amount set
		forth opposite the correlative designation “Other-Rated Country” or
		“Special Consideration Country,” under the heading corresponding to
		the range of Outstanding Principal Amount as of such date of
		determination.
	 

	 
		“Concentration Limit by Country
		Percentage” means with respect to
		all Lessees based or domiciled in all Rated Countries, all Other-Rated
		Countries, all Special Consideration Countries or the United States, as of any
		date of determination, the percentage represented by the quotient obtained by
		dividing:
	 

	 
		(a) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio leased by all Lessees based or domiciled in a Rated
		Countries, Other-Rated Countries, all Special Consideration Countries or the
		United States, as applicable, as of such date of determination; by
	 

	 
		(b) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio, as of such date of determination.
	 

	 
		“Concentration Limit by Region” means, with respect to all Lessees based or
		domiciled in all countries in all Regions, as of any date of determination, the
		percentage, if any, set forth opposite the correlative regional designation
		“Developed Europe”, “Developed Asia”, “North
		America”, “Emerging Europe & Africa/Middle East”,
		“Latin America/Caribbean” or “Emerging Asia/Pacific” listed
		on Table 2 to Appendix I hereto under the heading corresponding to the range of
		Outstanding Principal Amount as of such date of determination.
	 

	 
		“Concentration Limit by Region Percentage” means, with respect to all Lessees based or
		domiciled in all countries in all Regions, as of any date of determination, the
		percentage represented by the quotient obtained by dividing:
	 

	 
		(a) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio leased by all Lessees based or domiciled in all
		countries in such applicable Region, as of such date of determination;
		by
	 

	 
		(b) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio, as of such date of determination.
	 

	 
		“Conduit Lender” means Variable Funding Capital Company LLC and
		each other commercial paper conduit administered by a Non-Conduit Lender, which
		commercial paper conduit, under an Assignment and Assumption, an amendment to,
		or an amendment and
	 

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
		restatement of this Agreement, as
		applicable, hereafter agrees to become a party hereto as a Conduit Lender
		hereunder.
	 

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

	 
		“Contingent Policy” means (i) the insurance policy number AV0061406
		provided for the benefit of the Borrower as in effect on the date of the first
		Advance under this Agreement is made, in the form provided and certified as a
		true and correct copy by the Borrower to the Administrative Agent for review
		prior to the Closing Date, with such amendments, addendums, endorsements,
		extensions or replacements as may have been entered into consistent with the
		provisions of Section
		9.34, or (ii) one or more aviation
		hull, liability and/or other insurance policies in replacement of the foregoing
		as the Administrative Agent shall have reasonably approved.
	 

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

	 
		“Conversion Date” means the first Business Day that is on or after
		the third anniversary of the Closing Date.
	 

	 
		“Core Lease Provisions” means the Core Lease Provisions set forth in
		Table 3 to Appendix I hereto.
	 

	 
		“Credit Documents” means this Credit Agreement, the Commitment
		Letter, the Fee Letter, each Service Provider Agreement, the Security Trust
		Agreement and any Irish Pledge.
	 

	 
		“Credit Parties” has the meaning set forth in Section 16.4.
		
	 

	 
		“Current Market Value” means, with respect to an Aircraft, the amount,
		expressed in terms of currency, that may reasonably be expected for property
		exchanged between a willing buyer and a willing seller with equity to both,
		neither under any compulsion to buy or sell and both fully aware of all
		relevant, reasonably ascertainable facts. Current Market Value shall be the
		lower of the mean and median Current Market Values in three Appraisals most
		recently delivered to the Administrative Agent. 
	 

	 
		 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		“Developed Asia” means, as of any date of determination, any
		country set forth opposite the sub-heading “Asia” under the heading
		“Developed Markets” on Table 2 to Appendix I hereto, as of such date
		of determination.
	 

	 
		“Developed Europe” means, as of any date of determination, any
		country set forth opposite the sub-heading “Europe” under the heading
		“Developed Markets” on Table 2 to Appendix I hereto, as of such date
		of determination. 
	 

	 
		“Disposition Event” has the meaning set forth in Section 4.2(b)(i).
	 

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

	 
		“EBITDA”
		means, for each fiscal quarter of the Borrower, the consolidated net income of
		the Borrower and its Subsidiaries for such quarter, before any provision for
		income taxes, interest, depreciation and amortization.
	 

	 
		“Effectively Bonded” means, when such term is used in connection with
		a judgment or order for the payment of money, that (A) (x) the amount of such
		judgment or order is covered by a valid and binding policy of insurance between
		the defendant and the insurer covering payment thereof and (y) such insurer,
		which shall be rated at least “A” by A.M. Best Company or any similar
		successor entity, has been notified of, and has not disputed the claim made for
		payment of, the amount of such judgment or order, or (B) cash collateral has
		been posted, in a manner reasonably satisfactory to the Administrative Agent,
		in an amount sufficient to discharge the applicable judgment or Lien.
	 

	 
		“Eligible Aircraft” means any Aircraft that at the time of the
		Advance with respect to such Aircraft satisfies each of the following
		requirements:
	 

	 
		(a) (i) such Aircraft is Owned by an
		Aircraft Owning Entity or a Section 9.7(a) Entity, (ii) such Ownership is free
		and clear of any Adverse Claim, (iii) the Equity Interest with respect to
		the Aircraft Owning Entity that owns such Aircraft is owned, directly or
		indirectly, by the Borrower free and clear of any Adverse Claim and (iv) if
		such Aircraft is Owned by an Aircraft Owning Entity, such Aircraft Owning
		Entity Owns no more than three Aircraft in the Borrower’s
		Portfolio;
	 

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

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		(c) such Aircraft is the subject of an
		Eligible Lease;
	 

	 
		(d) such Aircraft is covered by all of the
		insurance required to be provided by the Lessee thereof described on Annex 1 to
		the Servicing Agreement;
	 

	 
		(e) neither the Aircraft Owning Entity, nor,
		if applicable, the Owner Participant, the Applicable Intermediary, the Owner
		Trustee or a Section 9.7(a) Entity, with respect to such Aircraft is organized
		under the laws of, domiciled in, located in, or such Aircraft is registered in
		any “prohibited jurisdiction” or used by a “prohibited
		person”, each as defined by the Office of Foreign Assets Control;
	 

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

	 
		(g) the Administrative Agent has received
		(i) Appraisals with respect to such Aircraft from each of the Initial
		Appraisers to be dated no earlier than 60 days prior to the Advance Date for
		such Aircraft, and (ii) physical inspection reports (which include a
		summary of the overall condition of such Aircraft and a specifications report)
		completed either (x) no earlier than three (3) months prior to the Advance Date
		for such Aircraft or (y) no earlier than 18 months prior to the Advance Date
		for such Aircraft (or the date of the most recent heavy maintenance event for
		such Aircraft) and accompanied by a certification reasonably satisfactory to
		the Administrative Agent as to the absence of any material adverse change to
		the condition of such Aircraft since the date of such report;
	 

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

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

	 
		(j) unless otherwise agreed to by the
		Majority Lenders, the remaining scheduled term of the Lease for such Aircraft
		satisfies the Minimum Remaining Term;
	 

	 
		(k) unless otherwise agreed to by the
		Majority Lenders, the aircraft/engine type combination must have more than ten
		(10) operators as verified through the Airclaims CASE database or such other
		third party source mutually acceptable to the Borrower and the Majority
		Lenders;
	 

	 
		(l) unless otherwise agreed to by the
		Majority Lenders, no more than 30% of the world fleet for this Type of Aircraft
		is operated by the top three (3) operators as verified through the Airclaims
		CASE database or such other third party source mutually acceptable to the
		Borrower and the Majority Lenders;
	 

	 
		 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		(m) the Servicer of the Aircraft must be
		GECAS or a replacement servicer acceptable to the Majority Lenders;
	 

	 
		(n) neither an Aircraft Limitation Event nor
		a Lessee Limitation Event shall have occurred as a result of including such
		Aircraft in the Borrower’s Portfolio; and
	 

	 
		(o) such Aircraft must not be registered in,
		or operated by a Lessee domiciled in or organized under the laws of any
		Prohibited Country.
	 

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

	 
		“Eligible Carrier” means any air carrier:
	 

	 
		(i) that at the time of the Advance with
		respect to an Aircraft or at the time of entering into a Lease with such air
		carrier as Lessee (x) is duly licensed to carry passengers or cargo (as such
		may be contemplated under the Lease related to the applicable Aircraft) under
		all Requirements of Law, whether foreign or domestic, and (y) is organized
		under the laws of or domiciled in a country or jurisdiction that is on the
		Approved Country List, and 
	 

	 
		(ii) with respect to which at the time of
		such Advance or at the time of entering into such Lease no continuing Event of
		Bankruptcy shall be in effect unless (a) in the case of a Lease to a carrier
		domiciled in or organized under the laws of the United States, each Aircraft
		Owning Entity or Section 9.7(a) Entity leasing any Aircraft to such air carrier
		is entitled, pursuant to an order of the relevant bankruptcy court or under the
		relevant bankruptcy or insolvency law, to enforce such Aircraft Owning
		Entity’s or Section 9.7(a) Entity’s, as applicable, rights against
		such air carrier, including, without limitation, the right to require the
		performance of such air carrier’s obligations under such Lease or the
		return of such Aircraft during such air carrier’s bankruptcy or
		insolvency, and (b) in the case of a Lease to a carrier domiciled in or
		organized under the laws of a jurisdiction other than the United States, either
		(x) the Servicer has received, and found satisfactory, legal advice from Local
		Aircraft Counsel to the effect that the country in which such air carrier is
		organized has laws with respect to bankruptcy, insolvency, protection of
		creditors, administration of receivership or reorganization applicable to such
		air carrier that provide for the entitlement or ability of such Aircraft Owning
		Entity (or any relevant Applicable Intermediary) or a Section 9.7(a) Entity, to
		recover possession of such Aircraft in accordance with the terms of such Lease
		irrespective of such Event of Bankruptcy, or (y) the Administrative Agent has
		otherwise approved the entering into such Lease.
	 

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		“Eligible Counterparty” means, in respect of any Hedge Agreement with the
		Borrower, (a) WBNA, (b) CNA, or (c) if WBNA or CNA chooses not
		to be the Eligible Counterparty with respect to a particular Hedge Agreement, a
		counterparty for such Hedge Agreement the unsecured long-term debt obligations
		of which at the time of execution and delivery thereof are rated at least A+ by
		Standard & Poor’s and at least A1 by Moody’s.
	 

	 
		“Eligible Hedge Agreement” means an ISDA interest rate swap or cap
		agreement, collar or other interest rate hedging instrument between the
		Borrower and the Eligible Counterparty named therein, including any schedules
		and confirmations prepared and delivered in connection therewith, pursuant to
		which the Borrower will receive payments from, or make payments to, the
		Eligible Counterparty as provided therein and is otherwise consistent with the
		requirements of Section
		9.33 hereof.
	 

	 
		“Eligible Intermediary” means, with respect to any Aircraft, a Person
		that is a direct or indirect, wholly-owned subsidiary of the Borrower or that
		is a Section 9.7(a) Entity.
	 

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

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

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

	 
		(c) money market deposit accounts, time
		deposits or savings deposits, in each case as defined by Regulation D of the
		Board of Governors of the Federal Reserve System and issued or offered by any
		domestic office of any commercial bank organized under the laws of the United
		States of America or any state thereof, which institution has a combined
		capital and surplus and undivided profits of not less than $250,000,000;

	 

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

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

	 
		 
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		“Eligible Lease” means a fully-executed Lease of an Eligible
		Aircraft between an Aircraft Owning Entity that Owns such Aircraft, an
		Applicable Intermediary or a Section 9.7(a) Entity (as Lessor) and an Eligible
		Carrier (as Lessee) which Lease contains terms not less favorable to the Lessor
		than the Core Lease Provisions (unless the Administrative Agent otherwise
		reasonably consents in writing); provided, that
		“Eligible Lease” also means, individually and collectively,
		(X) a fully-executed lease of any Eligible Aircraft between an Aircraft
		Owning Entity or a Section 9.7(a) Entity (as lessor) and an Applicable
		Intermediary (as lessee) (whether or not such lease includes the Core Lease
		Provisions and whether or not the Lessee thereunder is an Eligible Carrier),
		and (Y) a fully-executed sublease of such Aircraft between such Applicable
		Intermediary (as sublessor) and an Eligible Carrier (as sublessee) which
		sublease contains terms not less favorable to the Lessor than the Core Lease
		Provisions.
	 

	 
		In addition, if any Lessee of an Aircraft
		under a Lease otherwise constituting an Eligible Lease shall be in violation of
		any Anti-Terrorism Laws, including, without limitation, the Executive Order and
		the Patriot Act, such Lease shall cease to be an Eligible Lease due to such
		status of the Lessee until such violation is cured or the relevant Lease is
		otherwise terminated.
	 

	 
		“Eligible Service Provider” means (a) with regard to the role of Servicer,
		GECAS for so long as GECAS is the Servicer under the Servicing Agreement and,
		thereafter, a Person which, at the time of its appointment as a Servicer,
		(i) is servicing a portfolio of aircraft leases, (ii) is legally
		qualified and has the capacity to service the Aircraft and the Leases,
		(iii) has demonstrated the ability professionally and competently to
		service a portfolio of aircraft leases similar to the Leases with reasonable
		skill and care, and (iv) is otherwise satisfactory to the Administrative
		Agent, and (b) with regard to the role of Manager, GLS for so long as GLS is
		the Manager under the Management Agreement and, thereafter, a Person which, at
		the time of its appointment as a Manager (i) has demonstrated the ability
		professionally and competently to act as Manager under the Management
		Agreement, and (ii) is otherwise satisfactory to the Administrative
		Agent.
	 

	 
		“Embargoed Person” has the meaning set forth in Section 9.36.
	 

	 
		“Emerging Asia/Pacific” means, as of any date of determination, any
		country set forth opposite the sub-heading “Asia/Pacific” under the
		heading “Emerging Markets” on Table 2 to Appendix I hereto, as of
		such date of determination.
	 

	 
		“Emerging Europe & Africa/Middle East” means, as of any date of determination, any
		country set forth opposite the sub-headings “Europe” and
		“Africa/Middle East”, in each case, under the heading “Emerging
		Markets” on Table 2 to Appendix I hereto, as of such date of
		determination.
	 

	 
		 
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

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

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

	 
		 
	 

	 
		 
	 

	 
		18
	 

	 
		 
	 



	 
	 

	 

	 
		“Eurodollar Rate” means, with respect to any Advance and for any
		Interest Period, the rate per annum determined by the Administrative Agent by
		reference to the British Bankers’ Association Interest Settlement Rates
		for deposits in Dollars appearing on the display designated as
		“Page 3750” on the Telerate Service or, following replacement of
		such page, by Reuters Monitor Money Rates Service, “Page LIBOR01” on
		such Service (or any successor to or substitute for such service, as determined
		by the Administrative Agent from time to time for the purposes of providing
		quotations of interest rates applicable to deposits in Dollars in the London
		interbank market) at approximately 11:00 a.m., London time, on the second
		Business Day before (and for value on) the first day of the Interest Period
		related to such Advance as the rate for deposits with a maturity equal to such
		Interest Period; provided, that
		if such rate is not available at such time for any reason, then the
		“Eurodollar Rate” shall be the rate at which deposits in Dollars in a
		principal amount of not less than $1,000,000 and for a maturity comparable to
		such Interest Period are offered by the Administrative Agent in immediately
		available funds in the London interbank market at approximately
		11:00 a.m., London time, on the second Business Day before (and for value
		on) the first day of such Interest Period.
	 

	 
		“Eurodollar Rate Advances” has the meaning set forth in Section 5.1.
		
	 

	 
		“Eurodollar
		Rate Reserve Percentage” of any
		Lender for any Interest Period in respect of which interest is computed by
		reference to the Eurodollar Rate means the reserve percentage, if any,
		applicable two (2) Business Days before the first day of such Interest Period
		under regulations issued from time to time by the Board of Governors of the
		Federal Reserve System (or any successor) (or if more than one such percentage
		shall be applicable, the daily average of such percentages for those days in
		such Interest Period during which any such percentage shall be so applicable)
		for determining the maximum reserve requirement (including, without limitation,
		any emergency, supplemental or other marginal reserve requirement) for such
		Lender with respect to liabilities or assets consisting of or including
		Eurocurrency Liabilities (or with respect to any other category of liabilities
		that includes deposits by reference to which the yield rate on Eurocurrency
		Liabilities is determined) having a term equal to such Interest Period.
	 

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

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

	 
		(b) such Person shall commence a voluntary
		case or other proceeding under any applicable bankruptcy, insolvency,
		reorganization, debt arrangement, dissolution or 
	 

	 
		 
	 

	 
		 
	 

	 
		19
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Event of Default” has the meaning set forth in Section 12.1.
		
	 

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

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

	 
		“Executive Order” has the meaning set forth in Section 8.19. 
	 

	 
		“FAA” means
		the United States Federal Aviation Administration.
	 

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

	 
		“FAA Counsel” means a law firm having nationally recognized
		expertise in FAA matters that is reasonably satisfactory to the Administrative
		Agent, it being understood that as of the 
	 

	 
		 
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		Closing Date, the firms of Debee Gilchrist;
		Daugherty, Fowler, Peregrin, Haught & Jensen; Crowe and Dunlevy; and McAfee
		& Taft, are each satisfactory to the Administrative Agent. 
	 

	 
		“Facility Termination Date” means the earliest to occur of (i) the
		Stated Maturity Date, (ii) the date of the declaration, or automatic
		occurrence, of the Facility Termination Date pursuant to Section 12.2, and (iii) the date on which both of the following
		conditions exist: (A) the aggregate outstanding Advances and all other
		Obligations have been indefeasibly paid in full, and (B) the commitment of each
		Non-Conduit Lender to make any Advances hereunder shall have expired or been
		terminated.
	 

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

	 
		“Fee Letter”
		means the fee letter dated November 22, 2006 from Citigroup Global Markets Inc.
		and Wachovia Capital Markets, LLC to GLS.
	 

	 
		“Fees”
		means, (i) the Commitment Fees and (ii) all fees and other amounts payable by
		the Borrower to the Administrative Agent under the Fee Letter. 
	 

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

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

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

	 
		“Freighter Aircraft” means any one of the Types of Aircraft designated
		as “B737-300F”, “B747-400F”, “B757-200F”,
		“B767-200F”, “B767-300F”, or “MD-11F” on Table 1
		to Appendix I hereto or any other Aircraft listed on Table 1 of Appendix I,
		which is designated by the Borrower as a Freighter Aircraft.
	 

	 
		“Freighter Conversion” means the conversion of an Aircraft constituting
		a passenger Aircraft to one of the Types of Freighter Aircraft; provided that no
		such conversion may be made to an Aircraft on or after the 20-year anniversary
		of the date of manufacture of such Aircraft. For avoidance of doubt, an
		Aircraft that has been originally manufactured as a Freighter Aircraft is not
		considered to have been subjected to a Freighter Conversion.
	 

	 
		 
	 

	 
		 
	 

	 
		21
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Future Lease” means, with respect to each Aircraft, any
		Eligible Lease as may be in effect at any time after the Closing Date between a
		Borrower Group Member (as Lessor) and an Eligible Carrier (as Lessee).
	 

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

	 
		“GECAS”
		means GE Commercial Aviation Services Limited, a limited company incorporated
		and existing under the laws of Ireland.
	 

	 
		“Genesis Group” means GLS and its consolidated
		Subsidiaries.
	 

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

	 

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

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

	 
		“Hedge Agreement” means one of the hedge agreements entered into by
		the Borrower pursuant to the terms of Section 9.33 hereof. 
	 

	 
		“Hedging Policy” has the meaning set forth in Section 9.33(a).
		
	 

	 
		“ICR Date”
		means the earlier of the six-month anniversary of the Closing Date and the date
		the Outstanding Principal Amount first equals or exceeds $100,000,000.
	 

	 
		“Indebtedness” of any Person means, without duplication:
	 

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

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

	 
		 
	 

	 
		 
	 

	 
		22
	 

	 
		 
	 



	 
	 

	 

	 
		such Person or other similar instruments
		(including reimbursement obligations with respect thereto);
	 

	 
		(c) all obligations of such Person as lessee
		under leases (or other agreements conveying the right to the use) of any
		property (whether real, personal or mixed) that have been or should be in
		accordance with GAAP recorded as capitalized lease liabilities;
	 

	 
		(d) all obligations of such Person to pay
		the deferred and unpaid purchase price of property, which purchase price is due
		more than six months after the date of purchasing such property to the extent
		payment deferrals for such property were arranged primarily as a method of
		raising finance or financing the acquisition of such property;
	 

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

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

	 
		“Indemnified Amounts” has the meaning set forth in Section 15.1.
	 

	 
		“Indemnified Party” has the meaning set forth in Section 15.1. 
	 

	 
		“Independent Director” means an individual that is not at the time of
		appointment as a director on the Board of Directors of the Borrower or any of
		its Subsidiaries or at any time when such individual is serving as a director
		of such Person and has not been for the five years prior to such appointment
		(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 the Servicer, the Manager or any Affiliate of any such Person, or
		(ii) a spouse of, or Person related to (but not more remote than first
		cousins), a Person referred to at (i) above.
	 

	 
		“Individual
		Aircraft Borrowing Base” means,
		for any Aircraft as of any date of determination, the product of (i) the
		Advance Rate (expressed as a decimal) for such Aircraft and (ii) the Initial
		Agreed Value or the Reappraised Agreed Value, whichever is more recent, of such
		Aircraft as of such date.
	 

	 
		“Initial Agreed Value” means, with respect to an Aircraft, the lowest
		of: (a) the documented purchase price of such Aircraft (excluding any sales
		fees, commissions or expenses), (b) the Current Market Value of such Aircraft
		as of the date of the initial Appraisal, and (c) the Base Value of such
		Aircraft as of the date of the initial Appraisal. 
	 

	 
		“Initial Appraisers” means each of Airclaims Limited, Aircraft
		Information Services, Inc. and Morten Beyer & Agnew, Inc.
	 

	 
		“Initial Commitment Amount” means $250,000,000.
	 

	 
		“Interest Expense” means, for each fiscal quarter of the Borrower,
		interest and Commitment Fees accrued during such quarter.
	 

	 
		 
	 

	 
		 
	 

	 
		23
	 

	 
		 
	 



	 
	 

	 

	 
		“Interest Period” means, as to any Advance (or portion thereof),
		the period commencing on the date of such Advance and ending on the next
		succeeding Payment Date, and thereafter the period commencing on the last day
		of the immediately preceding Interest Period and ending on the Payment Date
		falling in the first or third calendar month thereafter, as notified by the
		Borrower to the Administrative Agent in writing pursuant to Section 3.6;
		provided that:
	 

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

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

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

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

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

	 
		“Ireland”
		means the Republic of Ireland.
	 

	 
		“Irish Bank”
		means any bank authorized under the laws of Ireland to maintain bank accounts
		with customers in Ireland.
	 

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

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

	 
		“Latin America/Caribbean” means, as of any date of determination, any
		country set forth opposite the sub-heading “Latin America/Caribbean”
		under the heading “Emerging Markets” on Table 2 to Appendix I hereto,
		as of such date of determination.
	 

	 
		“Lease”
		means a lease agreement, which is listed on Schedule III hereto, as such schedule is supplemented (or, if not so
		supplemented, required to be supplemented) pursuant to 
	 

	 
		 
	 

	 
		 
	 

	 
		24
	 

	 
		 
	 



	 
	 

	 

	 
		the terms hereof from time to time, between
		an Aircraft Owning Entity, an Applicable Intermediary or a Section 9.7(a)
		Entity, as lessor of an Aircraft, and an airline, air freight company or
		similar entity, as lessee of such Aircraft, in each case together with all
		schedules, supplements and amendments thereto, and each other document,
		agreement and instrument related thereto.
	 

	 
		“Leasing Company Practice” means the customary commercial practice of any
		leading international aircraft operating lessor, including the Servicer.
		
	 

	 
		“Lender Rate” means with respect to any Advance and for any
		Interest Period, but subject to Section 5.1, the interest rate per annum equal
		to the Eurodollar Rate applicable to such Interest Period plus the Applicable
		Margin.
	 

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

	 
		“Lessee”
		means the lessee under the applicable Lease. 
	 

	 
		“Lessee Concentration Limit” means, with respect to all Single Lessees, all
		Special Consideration Country Lessees or the Three Largest Lessees, as of any
		date of determination, the percentage, if any, set forth opposite the
		correlative designation “Single Lessee”, “Special Consideration
		Country Lessee” or “Three Largest Lessees” listed on Table 2 to
		Appendix I hereto under the heading corresponding to the range of Outstanding
		Principal Amount as of such date of determination; provided that at
		any time the Outstanding Principal Amount is equal to $100,000,000 or less, as
		of such date of determination, the aggregate amount of Advances in respect of
		all Aircraft leased by all Single Lessees or all Special Consideration Country
		Lessees may not exceed the amount set forth opposite the correlative
		designation “Single Lessee” or “Special Consideration Country
		Lessee,” under the heading corresponding to the range of Outstanding
		Principal Amount as of such date of determination. 
	 

	 
		“Lessee Concentration Percentage” means, with respect to all Single Lessees, all
		Special Consideration Country Lessees or the Three Largest Lessees, as of any
		date of determination, the percentage represented by the quotient obtained by
		dividing:
	 

	 
		(a) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio leased by all Single Lessees, all Special
		Consideration Country Lessees or the Three Largest Lessees, as applicable, as
		of such date of determination; by
	 

	 
		(b) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio, as of such date of determination.
	 

	 
		“Lessee Limitation Event” means that at any time immediately after giving
		effect to any of the following:
	 

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

	 
		 
	 

	 
		 
	 

	 
		25
	 

	 
		 
	 



	 
	 

	 

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

	 
		(c) the leasing of an Aircraft within the
		Borrower’s Portfolio,
	 

	 
		any of the following is true: (i) any Lessee
		Concentration Percentage will exceed the related Lessee Concentration Limit,
		(ii) any Concentration Limit by Region Percentage will exceed the related
		Concentration Limit by Region or (iii) any Concentration Limit by Country
		Percentage will exceed the related Concentration Limit by Country;
		provided that, notwithstanding clause (c) above, the Borrower or
		any Borrower 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 any of the Lessee Concentration Limit, the Concentration Limit by
		Region or the Concentration Limit by Country (and, if any of the Lessee
		Concentration Limit, the Concentration Limit by Region or the Concentration
		Limit by Country absent such exception would be exceeded as a result of any
		such renewal or extension, the Borrower shall give written notification thereof
		to the Administrative Agent).
	 

	 
		“Lessor”
		means the lessor under the applicable Lease.
	 

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

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

	 
		“LTV Maintenance Test” means that (x) the ratio of the Outstanding
		Principal Amount to the Initial Agreed Values or Reappraised Agreed Values,
		whichever is more recent, of all Aircraft immediately after a Disposition Event
		or an Event of Loss is not greater than (y) the ratio of the Outstanding
		Principal Amount to the Initial Agreed Values or Reappraised Agreed Values,
		whichever is more recent, of all Aircraft prior to such Disposition Event or
		Event of Loss.
	 

	 
		“Majority Lenders” means, at any time, Lenders which have advanced
		more than 50% of the Outstanding Principal Amount or, if no Advances are
		outstanding, which are obligated to advance more than 50% of the Commitment
		Amount.
	 

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

	 

	 
		“Manager Default” means the occurrence of any of the events
		described as a Replacement Event, as defined in the Management
		Agreement.
	 

	 
		“Management Agreement” means the Management Agreement, dated as of the
		date hereof, among the Borrower, the Security Trustee and the Manager,
		substantially in the form of Exhibit E
		hereto, as the same may be amended, modified and/or restated from time to time
		pursuant to the terms hereof.
	 

	 
		 
	 

	 
		 
	 

	 
		26
	 

	 
		 
	 



	 
	 

	 

	 
		“Material Adverse Effect” means a material adverse effect on (i) the
		business, financial condition or operation of the Borrower and its
		Subsidiaries, taken as a whole, (ii) the Borrower’s ability to
		perform its obligations under this Agreement or any other Transaction Document,
		or (iii) the validity or enforceability of this Agreement or any of the
		other Credit Documents. 
	 

	 
		“Maximum Commitment Amount” means $1,000,000,000.
	 

	 
		“Minimum Remaining Term” means, with respect to the remaining scheduled
		term of the Lease of any prospective Financed Aircraft, two (2) years.
	 

	 
		“Modification Payment” has the meaning set forth in Section 9.23.
	 

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

	 
		“Monthly Report” means the monthly report in substantially the
		form of Exhibit C hereto prepared by the Manager.
	 

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

	 
		“New Accord”
		has the meaning set forth in Section 5.2(b).
	 

	 
		“New Rules”
		has the meaning set forth in Section 5.2(b).
	 

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

	 
		“Non-Conduit Lender Commitment” means the obligation of any Non-Conduit Lender to
		make Advances to the Borrower up to the maximum aggregate amount set forth
		opposite the name of such Non-Conduit Lender in Schedule IV or, with
		respect to a Non-Conduit Lender that has entered into an Assignment and
		Assumption, the maximum aggregate amount set forth therein as such Non-Conduit
		Lender’s Non-Conduit Lender Commitment, in each case as such amount may be
		reduced or increased in accordance with the terms of this Agreement.
	 

	 
		“Non-Excluded Taxes” has the meaning set forth in Section 5.3(a). 
	 

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

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

	 
		“North America” means Canada, Greenland and the United
		States.
	 

	 
		“Notice and Acknowledgment” means a Notice and Acknowledgment in form and
		substance reasonably acceptable to the Administrative Agent; provided that a
		notice and acknowledgment substantially in the form attached as Exhibit B
		to the Security Trust Agreement 
	 

	 
		 
	 

	 
		 
	 

	 
		27
	 

	 
		 
	 



	 
	 

	 

	 
		(but with changes from such form as
		determined by the Servicer in its sole discretion to address the comments or
		requests made by, and negotiations of the Servicer with, the Lessee as to the
		Lessee’s representations and coverage of indemnitees therein, but in all
		cases to include a Lessee representation in the form of clause (a) of paragraph
		8 of such Exhibit B) shall be deemed acceptable to the Administrative
		Agent.
	 

	 
		“Obligations” means all obligations of the Borrower, the
		Manager, or any Borrower Subsidiary to the Lenders, the Administrative Agent,
		the Eligible Counterparties, the Servicer and the Security Trustee arising
		under or in connection with this Agreement, and each other Transaction Document
		to which the Borrower, the Manager, or any Borrower Subsidiary is a
		party.
	 

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

	 
		“OFAC” has
		the meaning set forth in Section 8.19. 
	 

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

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

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

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

	 
		“Other Manufactured Aircraft” means Aircraft of the following Types (from the
		list of Types shown on Table 1 of Appendix I hereto): any Type with a
		designation “ERJ-170”.
	 

	 
		“Other-Rated Country” means, as of any date of determination, any
		country (other than any Special Consideration Country) with a credit rating
		below BBB by Standard & Poor’s or below Baa2 by Moody’s, as of
		such date of determination.
	 

	 
		 
	 

	 
		 
	 

	 
		28
	 

	 
		 
	 



	 
	 

	 

	 
		“Out-of-Production Aircraft” means Aircraft of the Types shown on Table 1 of
		Appendix I hereto (other than Freighter Aircraft) that are no longer in
		production.
	 

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

	 
		“Own” means,
		with respect to an Aircraft, to hold legal, direct and sole ownership of such
		Aircraft. The terms “Ownership”
		and “Owned by”
		have a correlative meaning. 
	 

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

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

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

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

	 

	 
		“Patriot Act” has the meaning set forth in Section 8.19.
	 

	 
		“Payment Date” means the 19th day of each calendar
		month commencing April 19, 2007, or if such 19th day is not a
		Business Day, the next succeeding Business Day.
	 

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

	 
		“Periodic Appraisal” means the Appraisal delivered pursuant to
		Section 9.18(a)(xi).
	 

	 
		 
	 

	 
		 
	 

	 
		29
	 

	 
		 
	 



	 
	 

	 

	 
		“Permitted Investments” means:
	 

	 
		(i) the issuance, sale, delivery, transfer
		or pledge of ownership interest in any Borrower Group Member to or for the
		benefit of any other Borrower Group Member;
	 

	 
		(ii) subject to the overall limitation
		thereon in subclause (y)(1) of Section
		9.8, issuances or sales of ownership
		interests of foreign Borrower Subsidiaries to nationals in the jurisdiction of
		incorporation or organization of such Borrower Subsidiary, as the case may be,
		to the extent required by applicable law or necessary in the determination of
		the Board of Directors of the Borrower to avoid adverse tax consequences or to
		facilitate the registration or leasing of any Aircraft; and
	 

	 
		(iii) the issuance, sale, delivery, transfer
		or pledge of any ownership interests of a Borrower Subsidiary in order to
		effect the sale of all Aircraft owned by such Borrower Subsidiary in compliance
		with Section 9.8 hereof.
	 

	 
		“Permitted Lien” means:
	 

	 
		(i) any Lien for Taxes if (a) such
		Taxes shall not be due and payable, or (b) the obligation to pay such
		Taxes is being contested in good faith by appropriate proceedings and adequate
		reserves have been made therefor;
	 

	 
		(ii) in respect of any Aircraft, any
		repairer’s, carrier’s or hangar keeper’s, warehousemen’s,
		mechanic’s or materialmen’s Lien or employee and other like Liens
		arising in the ordinary course of business by operation of law or any engine or
		parts-pooling arrangements or other similar Lien;
	 

	 
		(iii) any Lien for any air navigation
		authority, airport tending, gate or handling (or similar) charges or levies
		arising in the ordinary course of business;
	 

	 
		(iv) any Lien created in favor of a Secured
		Party pursuant to the Transaction Documents;
	 

	 
		(v) any permitted lien or encumbrance, as
		defined under any Eligible Lease, on any Aircraft (other than Liens or
		encumbrances created by the relevant Lessor); 
	 

	 
		(vi) the respective rights of the Aircraft
		Owning Entity, any Applicable Intermediary, any Section 9.7(a) Entity and the
		lessee under any applicable Lease (including restrictions on the Lessor’
		right to grant a security interest in the applicable Lease or Aircraft and to
		transfer the applicable Lease or Aircraft) (and the rights of any sublessee
		under any permitted sublease relating to such Lease) and the documents related
		thereto; 
	 

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

	 
		 
	 

	 
		 
	 

	 
		30
	 

	 
		 
	 



	 
	 

	 

	 
		(viii) pledges or deposits in connection
		with workers’ compensation, unemployment insurance and other social
		security legislation; 
	 

	 
		(ix) deposits and other Liens to secure the
		performance of bids, trade contracts (other than for borrowed money), leases,
		letters of credit, statutory obligations, surety and appeal bonds, performance
		bonds and other obligations of a like nature in the ordinary course of
		business, including with respect to the repossession of any Aircraft or other
		enforcement action in respect of a Lease; 
	 

	 
		(x) Liens in connection with any transfer of
		title to or Lease of an Aircraft (A) to or in favor of a trust or entity that
		is not a Borrower Subsidiary for the purposes of registering the Aircraft under
		the laws of an applicable jurisdiction, or for tax or other regulatory
		purposes, where the Borrower or a Borrower Subsidiary retains the beneficial or
		economic ownership of the Aircraft or (B) from such trust or entity to the
		Borrower or a Borrower Subsidiary (subject in the case of subclause (A) of this
		subclause (xi) to the limitations set forth in subclause (y) of Section 9.8
		below);
	 

	 
		(xi) 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;
	 

	 
		(xii) any head lease, lease, conditional
		sale agreement or purchase option granted by a lessor or owner as to the
		purchase of the related Aircraft under or in respect of the initial Lease
		existing on the date of acquisition of such Aircraft;
	 

	 
		(xiii) any Lien of an insurer for salvage;
		and
	 

	 
		(xiv) any other Lien with respect to any
		Aircraft not referred to in clauses (i) through (xiii) which would not
		adversely affect the owner’s rights and does not secure Indebtedness in
		excess of, individually, the lesser of (x) $250,000 and (y) 0.25% of the
		Initial Agreed Value or Reappraised Agreed Value, whichever is more recent, of
		such Aircraft.
	 

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

	 
		“Platform”
		has the meaning set forth in Section 16.3(c). 
	 

	 
		“Political Risk/Repossession Insurance” means, with respect to any country described in
		clause (b)(2) of the definition of Approved Country List, insurance coverage
		provided for the benefit of the Borrower related to an Aircraft registered in
		such country or a Lessee based or domiciled in such country, in the form
		provided and certified as a true and correct copy by the Borrower to the
		Administrative Agent for review prior to the related Advance Date, but subject
		to supplement and endorsement as necessary to procure coverage levels up to at
		least the Required Coverage Amount and/or to effect such other additional
		coverages or increases in coverage as the Borrower or the Servicer may
		determine to obtain, and with such amendments, addendums, endorsements,
		extensions or replacements as may have been entered into consistent 
	 

	 
		 
	 

	 
		 
	 

	 
		31
	 

	 
		 
	 



	 
	 

	 

	 
		with the provisions of Section 9.34
		hereof, provided that with respect to any such insurance for any
		Aircraft subject to a Lease, such insurance may be subject to such deductible
		and self-insurance arrangements as are substantially consistent with Leasing
		Company Practice.
	 

	 
		“Portfolio Composition” as of any Determination Date shall mean the
		percentage represented by the quotient obtained by dividing:
	 

	 
		(a) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Tier I Aircraft in
		the Borrower’s Portfolio as of such Determination Date; by 
	 

	 
		(b) the sum of the Initial Agreed Value or
		Reappraised Agreed Value, whichever is more recent, of all Aircraft in the
		Borrower’s Portfolio, as of such Determination Date.
	 

	 
		“Prohibited Countries” means those countries, as reasonably determined
		by the Administrative Agent from time to time and notified to the Borrower and
		the Servicer, in which Aircraft may not be registered in, or operated by
		lessees domiciled in or organized under the laws of, such countries, which
		countries are presently listed in Table 2 to Appendix I hereto, under the
		sub-heading “Prohibited”. 
	 

	 
		“Qualified Appraiser” means any of Initial Appraisers and any other
		appraisal firms selected and retained by the Borrower and approved by the
		Administrative Agent, at the direction of the Majority Lenders.
	 

	 
		“Qualifying Lender” means a Lender, beneficially entitled to the
		interest payable to such Lender under this Agreement and (x) (a) which is an
		entity qualifying as a body corporate; (b) which, by virtue of the law of a
		relevant territory, is resident for the purposes of tax in that relevant
		territory (a relevant territory for this purpose means (i) a Member State of
		the European Community (other than Ireland) or (ii) a territory which has
		concluded a double-tax treaty with Ireland which has force of law in Ireland
		and such relevant territory); and (c) to which the interest payments under this
		Agreement are not made in connection with a trade or business carried on by
		such Lender through a branch or agency in Ireland or (y) which is a bank
		carrying on a bona fide banking business in Ireland within the meaning of
		Section 246(3)(a) of the Irish Taxes Consolidation Act 1997.
	 

	 
		“Rated Country” means, as of any date of determination, any
		country (other than the United States and any Special Consideration Country)
		with a credit rating of at least BBB by Standard & Poor’s and at least
		Baa2 by Moody’s, as of such date of determination.
	 

	 
		“Rating Agency” means Standard & Poor’s or
		Moody’s.
	 

	 
		“Reappraised Agreed Value” means, with respect to any Aircraft as of any
		date of determination, the lower of the Current Market Value for such Aircraft
		as of the most recent Report Date or the Base Value for such Aircraft as of the
		most recent Report Date.
	 

	 
		“Records”
		means all Leases and other documents, books, records and other information
		(including, without limitation, computer programs, tapes, disks, data
		processing software (to the extent permitted by any applicable licenses) and
		related property and rights) directly related to 
	 

	 
		 
	 

	 
		 
	 

	 
		32
	 

	 
		 
	 



	 
	 

	 

	 
		the Leases and the other Aircraft Assets
		related to the Aircraft, and the servicing thereof, whether maintained by the
		Servicer for the express benefit of the Borrower, and in which the Borrower has
		an interest expressly provided under the Servicing Agreement, the Lessee or the
		Borrower or any of its Affiliates.
	 

	 
		“Region”
		means Developed Europe, Developed Asia, North America, Emerging Europe &
		Africa/Middle East, Latin America/Caribbean and Emerging Asia/Pacific.
	 

	 
		“Regional Jet Aircraft” means Aircraft of the following Types (from the
		list of Types shown on Table 1 of Appendix I hereto): any Type with a
		designation “ERJ-170”.
	 

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

	 
		“Related Security” means with respect to any Lease:
	 

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

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

	 
		(c) the Records relating to such Lease;
		and
	 

	 
		(d) all proceeds of the foregoing.
	 

	 
		“Replaced Lender” has the meaning set forth in Section 5.6(b).
	 

	 
		“Replacement Lender” has the meaning set forth in Section 5.6(b).
	 

	 
		“Report Date” means the twenty-two-month anniversary of the
		Closing Date and each six-month anniversary thereafter.
	 

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

	 
		“Requirement of Law” means, as to any Person, any law, treaty, rule,
		order or regulation or determination of a regulatory authority or arbitrator or
		a court or other Government Entity, in each case applicable to or binding upon
		such Person or any of its property or to which such 
	 

	 
		 
	 

	 
		 
	 

	 
		33
	 

	 
		 
	 



	 
	 

	 

	 
		Person or any of its property is subject,
		including, without limitation, each Applicable Foreign Aviation Law applicable
		to such Person or the Aircraft Owned or operated by it or as to which it has a
		contractual responsibility. 
	 

	 
		“Section 5.3 Indemnitee” has the meaning set forth in Section 5.3(a).
	 

	 
		“Section 9.7(a) Entity” has the meaning set forth in Section 9.7(a).
	 

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

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

	 
		“Security Deposit Account” means an account (number 58421) in the name of
		the Borrower and maintained with the Account Bank.
	 

	 
		“Security Trust Agreement” means the Security Trust Agreement, dated as of
		the date hereof and substantially in the form of Exhibit F
		hereto, among the Security Trustee, the Borrower and each of the Borrower
		Subsidiaries from time to time, as such agreement may be amended, modified
		and/or restated from time to time pursuant to the terms hereof. 
	 

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

	 
		“Security
		Trustee Fees and Expenses” means
		the fees and expenses and other amounts payable to the Security Trustee and
		Account Bank pursuant to this Agreement or the Security Trust Agreement,
		including, without limitation, amounts payable pursuant to any indemnification
		provisions thereunder. 
	 

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

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

	 
		“Service Provider Fees” means (a) the fees for the services of the
		Servicer under the Servicing Agreement, and (b) the Management Fee and
		Reimbursable Expenses for the services of the Manager under (and each as
		defined in) the Management Agreement.
	 

	 
		“Service Providers” means, collectively, the Servicer and the
		Manager.
	 

	 
		“Servicer”
		means GECAS or any successor to GECAS in such capacity acceptable to the
		Majority Lenders. 
	 

	 
		“Servicer Default” means the occurrence of any of the events
		described in Section 10.02(b) of the Servicing Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		34
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Servicer Termination Event” means a Servicer Default or a Manager
		Default.
	 

	 
		“Servicer’s Monthly Report” means the monthly report in substantially the
		form of Exhibit A to the Servicing Agreement.
	 

	 
		“Servicer’s Quarterly Report” means the quarterly report in substantially the
		form of Exhibit B to the Servicing Agreement.
	 

	 
		“Servicing Agreement” means the Servicing Agreement, dated as of the
		date hereof, between the Servicer and the Borrower, substantially in the form
		of Exhibit G hereto, as the same may be amended, modified and/or
		restated from time to time pursuant to the terms hereof. 
	 

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

	 
		“Single Lessee” means any single Lessee under an Eligible
		Lease.
	 

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

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

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

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

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

	 
		“Special Consideration Country” means, as of any date of determination, any
		country listed on Table 2 to Appendix I opposite “Special
		Consideration,” as of such date of determination.
	 

	 
		“Special Consideration Country Lessee” means any single Lessee based or domiciled in a
		Special Consideration Country.
	 

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

	 
		 
	 

	 
		 
	 

	 
		35
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Stated Maturity Date” means the later of (i) the Conversion Date and
		(ii) if the Term Option has become effective pursuant to Section 2.1(e), the second anniversary of the Conversion Date or, in
		either case, if such date is not a Business Day, the first Business Day
		following the Conversion Date or such second anniversary.
	 

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

	 
		“Supplemental Rent Account” means an account (number 58369) in the name of
		the Borrower and maintained with the Account Bank.
	 

	 
		“Supplemental Rent” means, with respect to any Aircraft, maintenance
		reserves or other supplemental rent payments based on usage of such Aircraft
		payable by the Lessee under the Lease for such Aircraft for the purpose of
		reserving or calculating potential liability in respect of payments for future
		maintenance and repair of such Aircraft.
	 

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

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

	 
		“Term Period” means, after the Term Option has become effective
		pursuant to Section
		2.1(e), the period beginning on the
		Conversion Date and ending on the Facility Termination Date. 
	 

	 
		“Term Option” means a one-time option exercisable by the
		Borrower in accordance with Section
		2.1(e).
	 

	 
		“Third Party Event” has the meaning set forth in Section 9.13. 
	 

	 
		 
	 

	 
		 
	 

	 
		36
	 

	 
		 
	 



	 
	 

	 

	 
		“Three Largest Lessees” means, as of any date of determination, after
		calculating the Initial Agreed Value or Reappraised Agreed Value, whichever is
		more recent, of all Aircraft in the Borrower’s Portfolio leased to all
		Lessees, each of the three Lessees with the highest such agreed value for all
		Aircraft leased to them.
	 

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

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

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

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

	 
		“WBNA” means
		Wachovia Bank, National Association, as a Lender or an Eligible
		Counterparty.
	 

	 
		“Weighted Average Portfolio Age” means, as of any date for which the same is
		determined, the weighted (by Initial Agreed Value or Reappraised Agreed Value,
		whichever is more recent) average Aircraft Age of the Borrower’s Portfolio
		as of such date.
	 

	 
		“Weighted Average Portfolio Age Limit” means 10 years until the Commitment Increase
		Option has become effective pursuant to Section 2.1(c),
		and thereafter 8 years.
	 

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

	 
		SECTION 1.2 Other Definitional Provisions.
	 

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

	 
		(b) Each term defined in the singular form
		in Section 1.1 or elsewhere in this Agreement shall mean the plural
		thereof when the plural form of such term is used in this Agreement or any
		other Transaction Document, certificate, report or other document made or
		delivered pursuant hereto, and each term defined in the plural form in
		Section 1.1 shall mean the singular thereof when the singular form
		of such term is used herein or therein.
	 

	 
		 
	 

	 
		 
	 

	 
		37
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		ARTICLE II
	 

	 
		 
	 

	 
		THE FACILITY, ADVANCE PROCEDURES AND
		ADVANCES
	 

	 
		SECTION 2.1 Facility.

	 

	 
		(a) Advances.
		Subject to the terms and conditions of this Agreement, (i) each of the Conduit
		Lenders may, in its sole discretion, and, if such Conduit Lender does not, each
		related Non-Conduit Lender shall and (ii) each of the Non-Conduit Lenders
		shall, in each case during the Advance Commitment Period, ratably, in an amount
		equal to the Non-Conduit Lender Commitment of such related Non-Conduit Lender
		or such other Non-Conduit Lender, make Advances to the Borrower in such amounts
		as may be requested by the Borrower pursuant to Section 2.2
		(the “Advances”).
	 

	 
		(b) Advance Limits, etc. Advances pursuant to clause (a) above are subject to
		the following requirements:
	 

	 
		(i) the Advance for an Aircraft shall not
		exceed the Individual Aircraft Borrowing Base for such Aircraft; and 
	 

	 
		(ii) after giving effect to such Advances,
		the aggregate principal amount of all Advances at any one time outstanding
		shall not exceed the Commitment Amount at such time.
	 

	 
		Payments or prepayments of the Advances may
		be reborrowed from time to time prior to the Conversion Date, but only to
		finance a portion of the acquisition cost of acquiring another Financed
		Aircraft into the Borrower’s Portfolio and otherwise subject to the terms
		and conditions applicable to such Advances herein.
	 

	 
		(c) Commitment Increase. The Borrower may elect to increase the Commitment
		Amount by an amount equal to the Commitment Increase Amount by giving the
		Administrative Agent at least 30 days’ prior written notice of such
		election, provided that
		such increase shall become effective only if (i) such election is to occur on
		or prior to the 18-month anniversary of the Closing Date, (ii) the
		Administrative Agent shall have received in full the Commitment Increase Option
		Fee, (iii) no Default, Event of Default, Manager Default or Servicer Default
		exists or will result from the exercise of the Commitment Increase Option, (iv)
		all 
	 

	 
		 
	 

	 
		 
	 

	 
		38
	 

	 
		 
	 



	 
	 

	 

	 
		representations and warranties under the
		Transaction Documents are true and correct in all material respects on and as
		of the effective date of the increase in the Commitment Amount (except, that
		any such representations or warranties expressly stated by their terms to be
		made only at or as of one or more particular dates or times, shall be made only
		at or as of such specified dates or times and are not so automatically
		repeated), and (v) the Borrower shall have furnished to the Administrative
		Agent such evidence of legal and corporate authority and legal opinions from
		counsel to the Borrower as the Administrative Agent may request in connection
		therewith.
	 

	 
		(d) Commitment Termination and Reduction. On the Conversion Date, the unused Non-Conduit Lender
		Commitment of each Lender shall automatically be reduced to zero. Upon not less
		than ten Business Days’ notice to the Administrative Agent, the Borrower
		shall have the right to terminate the Non-Conduit Lender Commitments or to
		reduce the unused portion of the Non-Conduit Lender Commitments, as the case
		may be. Any such reduction shall be in an amount equal to $5,000,000 or a whole
		multiple thereof and shall ratably reduce permanently each Non-Conduit Lender
		Commitment then in effect.
	 

	 
		(e) Term Option. The
		Borrower has the right, exercisable upon at least 30 days’ prior written
		notice to the Administrative Agent (provided such notice is received by the
		Administrative Agent no later than 30 days prior to the Conversation Date), to
		extend the Stated Maturity Date to the second anniversary of the Conversion
		Date (the “Term
		Option”), provided that at
		the time of exercise of such Term Option, no Default, Event of Default,
		Servicer Termination Event, or event that would constitute a Servicer
		Termination Event but for the passage of time or the giving of notice or both,
		has occurred and is continuing or will result from the exercise of such Term
		Option.
	 

	 
		SECTION 2.2 Advance Procedures.
	 

	 
		(a) Advances. During
		the Advance Commitment Period, the Borrower may request Advances from time to
		time hereunder, by giving notice (each an “Advance Request”) to the Administrative Agent, of the proposed
		Advances not later than 11:00 a.m., New York time, four (4) Business Days prior
		to the proposed date of such Advances. Each Advance Request shall be
		substantially in the form of Exhibit A
		and shall include (i) the date and amount of the requested Advances and (ii) a
		borrowing base certification reasonably satisfactory to the Administrative
		Agent, setting forth the information required therein. Each Advance Request (x)
		shall be for an aggregate principal amount of at least $5,000,000 (except that
		the final Advance Request preceding the Conversion Date may be for a lesser
		amount), (y) shall be made against, and in connection with the anticipated
		acquisition into the Borrower’s Portfolio of the Aircraft specified in
		such Advance Request, and (z) shall be allocated pro rata among
		the Non-Conduit Lenders based on their respective Non-Conduit Lender
		Commitments. Each Advance Request shall be irrevocable unless and to the extent
		otherwise agreed among the parties in connection with making such Advances on
		the applicable Advance Date. 
	 

	 
		(b) Lending Procedures.
	 

	 
		(i) The Administrative Agent shall promptly
		send notice of each requested Advance to all of the Non-Conduit Lenders
		concurrently by facsimile, or electronic mail 
	 

	 
		 
	 

	 
		 
	 

	 
		39
	 

	 
		 
	 



	 
	 

	 

	 
		promptly confirmed by facsimile, specifying
		the date of such Advance and each Non-Conduit Lender’s ratable share of
		the Advance being requested.
	 

	 
		(ii) Subject to the fulfillment of the
		conditions set forth in Section 6.2, promptly (but not later than 2:00 p.m.,
		New York time) on the date specified for each Advance under this
		Section 2.2, each Lender shall or shall cause an Affiliate of such
		Lender to, pursuant to the terms and subject to the conditions of this
		Agreement, make the amount of the Advance to be made by it on such day
		available by wire transfer to the Administrative Agent in the amount of such
		Lender’s ratable share of the Advance to be made on such day. Such wire
		transfer shall be directed to the Administrative Agent and shall be in the form
		of Dollars constituting immediately available funds. The amount so received by
		the Administrative Agent shall, subject to the terms and conditions of this
		Agreement, be made available to the Borrower by delivery of the proceeds
		thereof in immediately available funds to the specified account as shall be
		directed in the applicable Advance Request by the Borrower and reasonably
		acceptable to the Administrative Agent.
	 

	 
		(c) Failure to Fund.
		Notwithstanding anything herein to the contrary, a Non-Conduit Lender shall not
		be obligated to make an Advance under this Section 2.2
		at any time in an amount which would exceed such Non-Conduit Lender’s
		Non-Conduit Lender Commitment, less the amount of any prior Advances still
		outstanding made by such Non-Conduit Lender. Each Non-Conduit Lender’s
		obligation shall be several, such that the failure of any Non-Conduit Lender to
		make available to the Administrative Agent any funds in connection with any
		Advance shall not relieve any other Non-Conduit Lender of its obligation, if
		any, hereunder to make funds available on the date of such Advance, but no
		Non-Conduit Lender shall be responsible for the failure of any other
		Non-Conduit Lender to make funds available in connection with any Advance;
		provided, that if a Non-Conduit Lender shall fail to make
		available to the Administrative Agent any funds in connection with any Advance,
		any other Non-Conduit Lender may, in its sole discretion, make available to the
		Administrative Agent any such funds without regard to the pro
		rata provisions of this Agreement and
		without regard to the Non-Conduit Lender Commitment of such Non-Conduit Lender,
		each of which shall be deemed to be adjusted to reflect such Advance without
		any act of any Person being necessary therefor.
	 

	 
		SECTION 2.3 Representation and Warranty. Each delivery of an Advance Request shall
		automatically constitute a representation and warranty by the Borrower to the
		Administrative Agent and the Lenders that, on the date of such Advance, and
		after giving effect to such Advance and the consummation of the transactions
		contemplated in the making of such Advance, (a) the representations and
		warranties contained in Article VIII will be true and correct in all material respect as of
		the date of such Advance as though made on such date (except, that any such
		representations or warranties expressly stated by their terms to be made only
		at or as of one or more particular dates or times, shall be made only at or as
		of such specified dates or times and are not so automatically repeated), and
		(b) no Default or Event of Default has occurred and is continuing or will
		result from the making of such Advance.
	 

	 
		SECTION 2.4 Pro Rata Payments. Except as otherwise provided herein, (a) each
		payment on account of the principal of and interest on the Advances and the
		Commitment Fee 
	 

	 
		 
	 

	 
		 
	 

	 
		40
	 

	 
		 
	 



	 
	 

	 

	 
		shall be made to the Administrative Agent
		for the account of the Lenders pro rata based on the outstanding principal
		amount of Advances funded by such Lenders, (b) all payments to be made by the
		Borrower for the account of each of the Lenders on account of principal,
		interest and fees, shall be made without diminution, setoff, recoupment or
		counterclaim, and (c) the Administrative Agent will promptly distribute to
		the Lenders in immediately available funds payments received in fully
		collected, immediately available funds from the Borrower.
	 

	 
		ARTICLE
		III
	 

	 
		 
	 

	 
		INTEREST, FEES, ETC.
	 

	 
		SECTION 3.1 Interest.

	 

	 
		(a) Payment. The
		Borrower hereby promises to pay interest at the Lender Rate on the unpaid
		principal amount of each Advance (or each portion thereof) for the period
		commencing on the date of such Advance until the date such Advance is paid in
		full; provided that interest shall accrue at the Default Rate with
		respect to all due and unpaid obligations under this Agreement from the date
		such obligations have become due and payable until paid in full.
	 

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

	 
		(c) Determination of Interest. The Administrative Agent shall calculate the amount of
		interest (including unpaid interest, if any, due and payable on a prior Payment
		Date) to be paid by the Borrower with respect to the outstanding Advances on
		each Payment Date for the related Interest Period and shall advise the Manager
		thereof not later than on the fourth Business Day prior to such Payment
		Date.
	 

	 
		SECTION 3.2 Interest Payment Dates. Interest accrued on (i) each Advance shall be
		payable in arrears on the last day of each Interest Period and (ii) the
		amount of Advances being repaid or prepaid on any other Settlement Date shall
		be paid on such Settlement Date, provided that
		interest payable at the Post-Default Rate shall be payable from time to time on
		demand.
	 

	 
		SECTION 3.3
		Fees. The
		Borrower agrees to assume the obligations of GLS under the Fee Letter and to
		pay to the person entitled thereto the Fees in the amounts and on the dates set
		forth in the Fee Letter and in this Agreement.
	 

	 
		SECTION 3.4
		Commitment Fees. The Borrower agrees to pay to the Administrative Agent
		for the benefit of the Lenders non-refundable commitment fees (the
		“Commitment Fees”) as follows:
	 

	 
		(a) 0.375% per annum on the unused amount of
		the Initial Commitment Amount, payable in arrears on the third Payment Date
		after the Closing Date, on each third Payment Date thereafter and on the
		Conversion Date, in each case, including the first day but excluding the last
		day of any such fee accrual period; and
	 

	 
		 
	 

	 
		 
	 

	 
		41
	 

	 
		 
	 



	 
	 

	 

	 
		(b) 0.375% per annum on the unused amount of
		the Commitment Increase Amount, whether or not the Commitment Increase Option
		is exercised, for a period of 18 months after the Closing Date and thereafter
		only if the Commitment Increase Option is exercised, in each case payable in
		arrears on the third Payment Date after the Closing Date and on each third
		Payment Date thereafter and on the Conversion Date, in each case, including the
		first day but excluding the last day of any such fee accrual period.
	 

	 
		SECTION 3.5 Computation of Interest and Fees. All Fees and interest payable hereunder shall be
		computed on the basis of a year of 360 days, except that interest computed
		by reference to the Alternate Base Rate shall be computed on the basis of a
		year of 365 days (or 366 days in a leap year), and in each case shall be
		payable for the actual number of days elapsed (including the first day but
		excluding the last day of any Interest Period). The Lender Rate shall be
		determined by the Administrative Agent in accordance with the provisions of
		this Agreement and such determination shall be conclusive absent manifest
		error.
	 

	 
		SECTION 3.6
		Continuation of Advances. The Borrower shall have the right as of the last day
		of an Interest Period with respect to an Advance upon prior irrevocable notice
		to the Administrative Agent not later than 10:00 a.m., New York City time,
		three Business Days prior to such date, to select the Interest Period with
		respect to such Advance. Each notice pursuant to this Section 3.6 shall be
		irrevocable and shall refer to this Agreement and specify the ensuing Interest
		Period with respect thereto. If no Interest Period is specified in any such
		notice or if the Borrower failed to provide such notice, the Borrower shall be
		deemed to have selected an Interest Period of one month’s duration.

	 

	 
		ARTICLE
		IV
	 

	 
		 
	 

	 
		REPAYMENTS, PREPAYMENTS AND PAYMENTS
	 

	 
		SECTION 4.1 Required Principal Repayments.
	 

	 
		(a) Payment Dates.
		On each Payment Date occurring on or after the Conversion Date, the Borrower
		shall be required to make the principal payments required under the Flow of
		Funds in reduction of the aggregate Outstanding Principal Amount to the extent
		of the funds available to make such payments pursuant to the Flow of Funds.
		
	 

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

	 
		SECTION 4.2 Principal Prepayments.
	 

	 
		(a) Voluntary Prepayment. The Borrower may voluntarily prepay the Outstanding
		Principal Amount of the Advances, in whole or in part; provided,
		that:
	 

	 
		(i) all such voluntary prepayments shall
		require at least four (4) Business Days’ prior written notice to the
		Administrative Agent, which notice shall be irrevocable; 
	 

	 
		 
	 

	 
		42
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) all such voluntary prepayments shall be
		in a minimum amount of $5,000,000 (unless such payment results in a repayment
		in full); and
	 

	 
		(iii) all such voluntary prepayments shall
		be paid into the Collection Account and applied in accordance with the Flow of
		Funds on the next Payment Date.
	 

	 
		(b) Mandatory Prepayments. (i) Upon the sale, transfer or other disposition by
		the Borrower or any Borrower Subsidiary of any Aircraft, or any Equity Interest
		in any Aircraft Owning Entity or Owner Participant to a Person other than any
		Borrower Group Member or, if the conditions substantially identical to those
		set forth in Section 6.2(p) have been satisfied, any Section 9.7(a) Entity
		(including, without limitation, in connection with the consummation of any
		Capital Markets Transaction or any other refinancing by the Borrower) (each, a
		“Disposition Event”), the Borrower shall forthwith deposit into the
		Collection Account an amount equal to the net proceeds from such Disposition
		Event (together with all amounts maintained in the Supplemental Rent Account
		and the Security Deposit Account attributable to such Aircraft or Equity
		Interest, that are not payable to the applicable Lessee or seller of such
		Aircraft or Equity Interest), which amounts shall be applied in accordance with
		the Flow of Funds on the next Payment Date after such Disposition Event. Upon
		the occurrence of an Event of Loss with respect to any Aircraft, the Borrower
		shall, upon the receipt of any insurance, condemnation or other proceeds
		(including any Lessee or other third party payments and all amounts maintained
		in the Supplemental Rent Account and the Security Deposit Account attributable
		to such Aircraft that are not required to be returned to the applicable Lessee
		in accordance with the terms of the Lease) in respect of such Event of Loss,
		deposit into the Collection Account an amount equal to the then Allocable
		Advance Amount of such Aircraft (determined as of the date of such Event of
		Loss), which amount shall be applied in accordance with the Flow of Funds on
		the next Payment Date after such deposit.
	 

	 
		(ii) If there is a Borrowing Base Deficiency
		as of any Payment Date, the Borrower shall prepay on such Payment Date the
		Outstanding Principal Amount by an amount equal to the amount of such Borrowing
		Base Deficiency by deposit to the Collection Account, which amounts shall be
		applied in accordance with the Flow of Funds.
	 

	 
		(iii) If there is a Borrowing Base
		Deficiency as of any Report Date, the Borrower shall prepay on the Payment Date
		immediately succeeding such Report Date the Outstanding Principal Amount by an
		amount equal to the amount of such Borrowing Base Deficiency by deposit to the
		Collection Account, which amounts shall be applied in accordance with the Flow
		of Funds.
	 

	 
		(iv) If the LTV Maintenance Test shall not
		be satisfied in connection with a Disposition Event or an Event of Loss, the
		Borrower shall prepay, on the Payment Date specified in Section 4.2(b)(i) with
		respect to such Disposition Event or Event of Loss, as the case may be, the
		Outstanding Principal Amount by an amount equal to the amount by which the
		Outstanding Principal Amount is required to be reduced in order for the LTV
		Maintenance Test to be satisfied, by deposit of such amount into the Collection
		Account. Any amounts prepaid in accordance with this clause (iv) shall be
		applied in accordance with the Flow of Funds.
	 

	 
		 
	 

	 
		43
	 

	 
		 
	 



	 
	 

	 

	 
		(v) The Borrower shall give at least four
		(4) Business’ Day’s prior written notice of any prepayment pursuant
		to this Section 4.2(b) to the Administrative Agent, which notice shall be
		irrevocable.
	 

	 
		(c) Breakage. Each
		prepayment under this Section
		4.2 shall be subject to the payment of
		any breakage cost amounts required by Section 5.4
		resulting from such prepayment; provided that
		there shall be no breakage costs for such prepayments made on the last day of
		the relevant Interest Period.
	 

	 
		SECTION 4.3 Payments Generally. Subject to, and in accordance with, the provisions of
		this Agreement, all payments of principal of, or interest on, the Advances
		shall be made (whether pursuant to the Flow of Funds or otherwise) no later
		than 1:00 p.m., New York time, on the day when due in lawful money of the
		United States of America in immediately available funds to the Administrative
		Agent, to the account of the Administrative Agent at Citibank, N.A.,
		ABA No. 021000089, Account No. 36852248, Account Name: Agency/Medium
		Term Finance, Reference: Genesis Acquisition Ltd., or such other account
		as the Administrative Agent shall designate in writing to the Borrower not
		fewer than three (3) Business Days prior to the intended effective date of any
		such payment. Funds received by the Administrative Agent after 1:00 p.m.,
		New York time, on the date when due will be deemed to have been received by the
		Administrative Agent on the next following Business Day.
	 

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

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

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

	 
		The Borrower consents to the foregoing and
		agrees, to the extent it may effectively do so under any applicable Requirement
		of Law, that any Lender acquiring a participation pursuant to the foregoing
		arrangements may exercise against the Borrower rights of setoff and
		counterclaim 
	 

	 
		 
	 

	 
		44
	 

	 
		 
	 



	 
	 

	 

	 
		with respect to such participation as fully
		as if such Lender were a direct creditor of the Borrower in the amount of such
		participation. If under applicable bankruptcy, insolvency or any similar law
		any Lender receives a secured claim in lieu of a setoff or counterclaim to
		which this paragraph applies, such Lender shall, to the extent practicable,
		exercise its rights in respect of such secured claim in a manner consistent
		with the rights to which the Lender is entitled under this paragraph to share
		in the benefits of the recovery of such secured claim.
	 

	 
		ARTICLE
		V
	 

	 
		 
	 

	 
		INCREASED
		COSTS, ETC.
	 

	 
		SECTION 5.1 Illegality.
		Notwithstanding any other provision herein, if the adoption of or any change in
		any Requirement of Law or in the interpretation or application thereof shall
		make it unlawful for any Lender to make or maintain Advances as contemplated by
		this Agreement based upon the Eurodollar Rate (“Eurodollar Rate Advances”), such Lender shall give notice thereof to the
		Administrative Agent and the Borrower describing the relevant provisions of
		such Requirement of Law, following which the Non-Conduit Lender Commitment of a
		Non-Conduit Lender hereunder to make Eurodollar Rate Advances, and the
		agreement of any Lender to continue Eurodollar Rate Advances as such, as
		applicable, shall be suspended until such time as such Non-Conduit Lender may
		again make and maintain Eurodollar Rate Advances hereunder, and (a) such
		Lender’s Eurodollar Rate Advances then outstanding shall accrue interest
		at the Alternate Base Rate plus the Applicable Margin (i) from the next
		succeeding Payment Date or (ii) on any earlier date as required by law
		until such Requirement of Law shall be effective with respect to such Lender,
		or (b) if such Requirement of Law shall so mandate, such Lender’s
		Eurodollar Rate Advances shall be prepaid by the Borrower, together with
		accrued and unpaid interest thereon and all other amounts payable by the
		Borrower under this Agreement, on or before such date as shall be mandated by
		such Requirement of Law. If any such conversion of any Eurodollar Rate Advance
		occurs on a day that is not a Payment Date, the Borrower shall pay to such
		Lender such amounts, if any, as may be required pursuant to Section 5.4.
	 

	 
		SECTION 5.2 Increased Costs.
	 

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

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

	 
		 
	 

	 
		45
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		(b) If any Affected Party shall have
		reasonably determined that (i) the applicability of any law, rule,
		regulation or guideline adopted after the Closing Date, or the implementation
		after the Closing Date of any such law, rule, regulation or guideline, pursuant
		to or arising out of (A) the July 1988 paper of the Basel Committee on
		Banking Regulations and Supervisory Practices entitled “International
		Convergence of Capital Measurement and Capital Standards,” or (B) the
		proposal for New Basel Capital Accord issued by the Basel Committee on Banking
		Supervision (as revised from time to time, the “New Accord”), or (ii) the adoption of any other law,
		rule, regulation or guideline after the Closing Date regarding capital
		adequacy, or the initial implementation after the Closing Date of any such law,
		rule, regulation or guideline adopted but not initially implemented prior to
		the Closing Date, and in either case affecting such Affected Party (including,
		but not limited to, any rule to be so adopted or so implemented with respect to
		recourse, residuals, liquidity commitments or direct credit substitutes,
		referred to hereinafter as the “New
		Rules”), or (iii) any change
		arising in the foregoing or in the interpretation or administration of any of
		the foregoing by any Government Entity, central bank or comparable agency
		charged with the interpretation or administration thereof, or
		(iv) compliance by such Affected Party (or any lending office of such
		Affected Party), or any holding company for such Affected Party which is
		subject to any of the capital requirements described above, with any request or
		directive of general application issued regarding capital adequacy (whether or
		not having the force of law) of any such Government Entity, central bank or
		comparable agency has or would have the effect of reducing the rate of return
		on such Affected Party’s capital or on the capital of any such holding
		company as a direct consequence of such Affected Party’s obligations
		hereunder or arising in connection herewith to a level below that which such
		Affected Party or any such holding company could have achieved but for such
		adoption, change or compliance (taking into consideration such Affected
		Party’s policies and the policies of such holding company with respect to
		capital adequacy) by an amount deemed by such Affected Party to be material,
		then from time to time after the Borrower’s receipt of a written demand
		from such Affected Party, the Borrower shall pay such Affected Party such
		additional amounts as will compensate such Affected Party or any such holding
		company for any such reduction suffered.
	 

	 
		(c) If as a result of any event or
		circumstance similar to those described in Section 5.2(a) or Section 5.2(b), any Affected Party is required to compensate a bank or
		other financial institution providing liquidity support, credit enhancement or
		other similar support to such Affected Party (whether directly or through a
		participation) with respect to amounts similar to those described in
		Section 5.2(a) or Section 5.2(b) in connection with this Agreement or the funding or
		maintenance of Advances hereunder, then within ten days after demand by such
		Affected Party, the Borrower shall pay to such Affected Party such additional
		amount or amounts as may be necessary to reimburse such Affected Party for any
		amounts paid by it. The 
	 

	 
		 
	 

	 
		46
	 

	 
		 
	 



	 
	 

	 

	 
		Borrower acknowledges to each Lender that
		such Lender is providing no assurance that the committed liquidity support
		provided with respect to this Agreement will be assigned a zero percent
		credit-conversion factor under risk-based capital guidelines adopted by
		applicable bank regulatory authorities in response to the framework therefor
		announced in July, 1988 by the Basel Committee on Banking Regulations and
		Supervisory Practices or in response to the New Accord or under the New Rules.
		Notwithstanding the foregoing, no amount shall be payable under this subsection
		(c) except to the extent the affected bank or other financial institution
		providing the aforementioned support is a party to this Agreement as a Lender
		and is accordingly subject to the same provisions and restrictions applicable
		herein to a Lender party hereto (including without limitation, the provisions
		of Sections 5.2, 5.5 and
		5.6 with respect to any claims made under this subsection
		(c)).
	 

	 
		(d) Any failure or delay on the part of any
		Affected Party to demand compensation pursuant to clause (a),
		(b) or (c) of this
		Section 5.2 shall not constitute a waiver of such Affected
		Party’s right to demand such compensation; provided, that
		the Borrower shall not be required to compensate an Affected Party pursuant to
		such clauses of this Section
		5.2 for any increased costs incurred or
		reductions suffered more than 90 days prior to the date that such Affected
		Party notifies the Borrower of the event or events giving rise to such
		increased costs or reductions and of such Affected Party’s intention to
		claim compensation therefor (except that, if such event or events have a
		retroactive effect, then the 90 day period referred to above shall be extended
		to include the period of retroactive effect thereof).
	 

	 
		(e) The Borrower shall pay to any Lender, so
		long as such Lender shall be required under regulations of the Board of
		Governors of the Federal Reserve System to maintain reserves with respect to
		liabilities or assets consisting of or including Eurocurrency Liabilities,
		additional interest on the unpaid Eurodollar Rate Advances of such Lender
		during each Interest Period, for such Interest Period, at a rate per annum
		equal, at all times during such Interest Period, to the remainder obtained by
		subtracting (i) the Eurodollar Rate for such Interest Period from
		(ii) the rate obtained by dividing such Eurodollar Rate referred to in
		clause (i) above by that percentage equal to 100% minus the
		Eurodollar Rate Reserve Percentage of such Lender for such Interest Period,
		payable on each date on which interest is payable on such Advances. Such
		additional interest shall be determined by such Lender and notice thereof
		(accompanied by a statement setting forth the basis for the amount being
		claimed) given to the Borrower through the Administrative Agent within 90 days
		after any interest payment is made with respect to which such additional
		interest is requested. Such written statement shall, in the absence of manifest
		error, be conclusive and binding for all purposes.
	 

	 
		SECTION 5.3 Taxes.
	 

	 
		(a) All payments made by the Borrower under
		this Agreement shall be made free and clear of, and without deduction or
		withholding for or on account of, any present or future Taxes now or hereafter
		imposed, levied, collected, withheld or assessed by any Government Entity,
		excluding income, gross receipts, franchise, net worth, doing business and
		similar Taxes imposed on, respectively, the Administrative Agent, the Security
		Trustee or any Lender solely as a result of a present or former connection
		between, respectively, the Administrative Agent, the Security Trustee or such
		Lender and the jurisdiction of the Government Entity imposing such tax 
	 

	 
		 
	 

	 
		47
	 

	 
		 
	 



	 
	 

	 

	 
		or any political subdivision or taxing
		authority thereof or therein (other than any such connection arising from the
		Administrative Agent, Security Trustee or Lender having executed, delivered or
		performed its obligations or received a payment under, or enforced, this
		Agreement). If any such non-excluded Taxes (“Non-Excluded Taxes”) are required to be withheld from any amounts
		payable to the Administrative Agent, the Security Trustee or any Lender
		hereunder, respectively (each a “Section 5.3 Indemnitee”), the amounts so payable to such Section 5.3
		Indemnitee shall be increased to the extent necessary to effectively yield to
		such respective Section 5.3 Indemnitee (after payment of all Non-Excluded
		Taxes) interest or any such other amounts payable hereunder at the rates or in
		the amounts specified in or pursuant to this Agreement as if such Non-Excluded
		Taxes would not have been required to be withheld. Whenever any Non-Excluded
		Taxes are payable by the Borrower, as promptly as possible thereafter, the
		Borrower shall send to the Administrative Agent and the Security Trustee for
		their respective accounts or for the account of the applicable Lender, as the
		case may be, a certified copy of an original official receipt (or other
		evidence reasonably satisfactory to such Person) received by the Borrower
		showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes
		when due to the appropriate taxing authority or fails to remit to the
		Administrative Agent or the Security Trustee, as the case may be, the required
		receipts or other required documentary evidence, the Borrower shall indemnify
		the Administrative Agent, the Security Trustee and the Lenders for any
		incremental Taxes (and related costs) that may become payable, respectively, by
		the Administrative Agent, the Security Trustee or any Lender as a result of any
		such failure. The agreements in this Section 5.3
		shall survive the termination of this Agreement and the payment of all other
		amounts payable hereunder.
	 

	 
		(b) Each Section 5.3 Indemnitee shall, to
		the extent it may lawfully do so, deliver to the Borrower, or to the
		Administrative Agent in the case of any Lender (in such number of copies as
		shall be requested by the recipient), on or prior to the date on which such
		Person becomes a Lender, Administrative Agent or Security Trustee under this
		Agreement (and from time to time thereafter upon the request of Borrower and
		the Administrative Agent), but only if such Person is legally entitled to do
		so, any form or information prescribed by applicable
		Requirements of Law as a basis for claiming exemption from or a
		reduction in withholding tax duly completed together with such supplementary
		documentation as may be prescribed by any applicable Requirement of Law to
		permit the Borrower or the Administrative Agent to determine the withholding or
		deduction required to be made. Each Section 5.3 Indemnitee agrees to take such
		actions as the Borrower shall reasonably request and as are consistent with
		applicable Requirements of Law to claim any available reductions or exemptions
		from Non-Excluded Taxes and to otherwise cooperate with the Borrower to
		minimize any amounts payable by the Borrower under this Section 5.3,
		provided that any material costs incurred in taking such actions (including
		attorneys’ fees) shall be for the account of the Borrower. Each Lender
		further represents that it is a Qualifying Lender as of the Closing Date or
		other date as of which it becomes a Lender hereunder, and agrees to advise the
		Borrower reasonably promptly following its becoming aware that it is no longer
		a Qualifying Lender.
	 

	 
		Without limiting the foregoing, each Person
		that is an assignee pursuant to Article XIV
		shall, upon the effectiveness of the related transfer, be required to provide
		all of the forms and statements required pursuant to this Section 5.3.
	 

	 
		 
	 

	 
		48
	 

	 
		 
	 



	 
	 

	 

	 
		(c) The Borrower agrees to pay any present
		or future stamp, sales, documentary, filing, registration, excise or property
		Taxes or any other Taxes, fees, charges or other levies payable, or determined
		to be payable, in connection with the execution, delivery, filing, recording or
		registration of this Agreement and any other Transaction Documents and agrees
		to indemnify any Section 5.3 Indemnitee against any liabilities (including
		related costs) with respect to or resulting from any delay in paying or the
		omission to pay such Taxes.
	 

	 
		(d) The Borrower shall indemnify any Section
		5.3 Indemnitee, within ten (10) Business Days after written demand therefor,
		for the full amount of any Non-Excluded Taxes (including Non-Excluded Taxes
		imposed or asserted on or attributable to amounts payable under this Section)
		paid by any such Section 5.3 Indemnitee, and any penalties, interest and
		reasonable expenses (including costs of contesting such Non-Excluded Taxes)
		arising therefrom or with respect thereto. A certificate as to the amount of
		such payment or liability delivered to the Borrower by any Lender (with a copy
		to the Administrative Agent), by the Security Trustee or by the Administrative
		Agent on its own behalf or on behalf of any Lender, setting forth in reasonable
		detail the manner in which such amount was determined, shall be conclusive
		absent manifest error.
	 

	 
		(e) If any Section 5.3 Indemnitee receives a
		refund of any Taxes as to which it has been indemnified by the Borrower or with
		respect to which the Borrower has paid additional amounts pursuant to this
		Section 5.3, such Section 5.3 Indemnitee shall pay over such refund (net of all
		out-of-pocket expenses of such Section 5.3 Indemnitee and without interest,
		other than any interest paid to it with respect to such refund) to the Borrower
		(but only to the extent of the amounts paid by the Borrower under this Section
		5.3 with respect to the Taxes giving rise to such refund, plus any interest
		received with respect to such refund); provided, that the Borrower, upon the
		request of any such Section 5.3 Indemnitee, agrees to repay the amount paid
		over to the Borrower (plus any penalties, interest or other charges imposed) to
		the Section 5.3 Indemnitee in the event such Section 5.3 Indemnitee is required
		to repay such refund to any Government Entity. This subsection (e) shall not be
		construed to require any Section 5.3 Indemnitee to make available its Tax
		Returns (or any other information relating to its Taxes which it deems
		confidential) to the Borrower or any other Person. 
	 

	 
		SECTION 5.4 Indemnity
		Regarding Breakage Costs. The Borrower
		hereby agrees to indemnify each Lender and to hold each Lender harmless from
		any loss or reasonable expense which such Lender may sustain or incur as a
		consequence of (a) default or rescission, as applicable, by the Borrower
		in making a borrowing of any Advance hereunder on the date requested after the
		Borrower has given a notice requesting the same in accordance with the
		provisions of this Agreement, (b) default by the Borrower in making any
		repayment or prepayment on the date specified therefor in a notice given by the
		Borrower in accordance with the provisions of this Agreement, (c) the
		making of a prepayment of Advances on a day which is not the last day of an
		Interest Period with respect thereto or (d) the making of a repayment or
		prepayment other than in accordance with the provisions of this Agreement. This
		covenant shall survive the termination of this Agreement and the payment of all
		other amounts payable hereunder.
	 

	 
		 
	 

	 
		49
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 5.5 Notice of Amounts Payable. In the event that any Lender becomes aware that any
		amounts are or will be owed to it pursuant to Section 5.1, 5.2, 5.3(a) or 5.4, then it shall promptly notify the Borrower thereof;
		provided that any failure to provide such notice shall not affect the
		Borrower’s obligations hereunder or under the other Transaction Documents
		or result in any liability of or on the part of such Lender. The amounts set
		forth in such notice shall be conclusive and binding for all purposes absent
		manifest error. 
	 

	 
		SECTION 5.6 Mitigation Obligations; Replacement.
	 

	 
		(a) If any Lender or any of its Affiliates
		unable to make or continue Eurodollar Rate Advances in accordance with
		Section 5.1 requests compensation under Section 5.2, or requires the Borrower to pay any additional amount
		to such Lender, any of its Affiliates or any Governmental Entity for the
		account of such Lender or any of its Affiliates pursuant to Section 5.3, then such Lender (an “Affected Lender”) shall use reasonable efforts to designate a
		different lending office for funding or booking its Advances hereunder or to
		assign its rights and obligations hereunder to another of its offices, branches
		or affiliates, if, in the judgment of such Affected Lender, such designation or
		assignment (i) would permit such Lender to make Eurodollar Rate Advances,
		(ii) would eliminate or reduce amounts payable pursuant to Section 5.2
		or 5.3, as the case may be, in the future and (iii) would
		not subject such Affected Lender to any unreimbursed cost or expense and would
		not otherwise be disadvantageous to such Affected Lender. The Borrower hereby
		agrees to pay all reasonable costs and expenses incurred by any Affected Lender
		in connection with any such designation or assignment. A certificate setting
		forth such costs and expenses submitted by such Affected Lender to the Borrower
		shall be conclusive absent manifest error.
	 

	 
		(b) Notwithstanding anything to the contrary
		contained herein, prior to the occurrence of any Event of Default hereunder,
		the Borrower shall have the right to replace an Affected Lender which has not
		completed one of the mitigating actions described in subsection (a) of this
		Section 5.6 resulting in it being able to make Eurodollar Rate
		Advances or the elimination of any amounts payable pursuant to Section 5.2 or
		5.3 within 60 days of the Borrower receiving notice from an
		Affected Lender (each such Affected Lender being so replaced, a
		“Replaced Lender”) with one or more other lending institutions
		(which may, but need not be, existing Lenders hereunder) reasonably acceptable
		to the Administrative Agent (any, a “Replacement Lender”) that have agreed to purchase the outstanding
		Advances held by and (as applicable) Non-Conduit Lender Commitments maintained
		by such Affected Lender, pursuant to Article XIV and one or more Assignment and
		Assumptions; provided that:
	 

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

	 
		(ii) no Replaced Lender shall be obligated
		to make any such assignment pursuant to this subsection (b) unless and until
		such Replaced Lender shall have received one or more payments from the
		Replacement Lender in an aggregate amount equal to the aggregate outstanding
		principal amount of the Advances owing to such Replaced Lender, and from the
		Borrower an aggregate amount equal to all accrued and unpaid interest and fees
		thereon (including, in any event, any breakage indemnities of the type
		described in 
	 

	 
		 
	 

	 
		50
	 

	 
		 
	 



	 
	 

	 

	 
		Section 5.4) to the date of such payment and all other amounts
		payable to such Replaced Lender under the Credit Documents, including without
		limitation all amounts which, by virtue of its making claims against the
		Borrower therefor, caused the Lender to become an Affected Lender
		hereunder.
	 

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

	 
		ARTICLE
		VI
	 

	 
		 
	 

	 
		CONDITIONS
		PRECEDENT
	 

	 
		SECTION 6.1 Conditions to Effectiveness. The effectiveness of this Agreement on the Closing
		Date is subject to the fulfillment of the following conditions precedent (in
		addition to the conditions precedent to all Advances specified in
		Section 6.2):
	 

	 
		(a) Patriot Act, Etc. The Administrative Agent and each Lender has received
		all requested information required pursuant to their obligations under the
		Patriot Act, as contemplated by Section 16.16.
	 

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

	 
		(i) Credit Documents. Executed originals of each of this Agreement, and the
		other Credit Documents, in each case executed by each of the parties thereto,
		together with all schedules and exhibits thereto, each of which shall have
		become effective pursuant to the respective terms thereof;
	 

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

	 
		(iii) Incumbency.
		Certified specimen signatures of officers of the Borrower, the Manager, and
		each Borrower Subsidiary;
	 

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

	 

	 
		 
	 

	 
		51
	 

	 
		 
	 



	 
	 

	 

	 
		(v) Opinions.
		Favorable opinions of (A) special New York, Bermuda and Irish counsel to the
		Borrower, each of the Borrower Subsidiaries and the Manager, including
		substantive consolidation opinions, in each case substantially in the form set
		forth at Exhibit I, (B)
		counsel to the Security Trustee and Account Bank, substantially in the form set
		forth at Exhibit J, and
		(C) special New York counsel to the Lenders, substantially in the form set
		forth at Exhibit K;
	 

	 
		(vi) Organizational Documents. The Organizational Documents of the Borrower, the
		Manager, and each of the Borrower Subsidiaries, certified as of a recent
		date;
	 

	 
		(vii) Operating Documents. Operating Documents of the Borrower, the Manager, and
		each of the Borrower Subsidiaries, certified as of a recent date;
	 

	 
		(viii) Servicing Agreement. All notices, consents, certificates, opinions and
		other documents required to be delivered pursuant to Schedule 8.01 of the
		Servicing Agreement, including, without limitation, a favorable opinion of
		special New York and Irish counsel to the Servicer, and the Borrower shall not
		have waived any condition precedent to the Servicer’s obligations under
		the Servicing Agreement; and
	 

	 
		(ix) Process Agent.
		An acceptance letter from Puglisi & Associates accepting the appointment to
		act as agent for the Borrower and the Manager for service of process.
	 

	 
		(c) Financing Statements, Other Registrations,
		etc. The Administrative Agent shall
		have received Uniform Commercial Code financing statements in form appropriate
		for filing in all places required by applicable law to perfect the Liens of the
		Security Trustee for the benefit of the Lenders and the Eligible Counterparties
		under the Transaction Documents as first priority Liens (subject only to
		Permitted Liens) as to items of Collateral in which a security interest may be
		perfected by the filing of financing statements, and such other documents
		and/or evidence of other actions or registrations as may be necessary under
		applicable law (including Bermuda and Irish law) to perfect, within the time
		period provided for in the Security Trust Agreement, or otherwise ensure the
		effectiveness of the Liens of the Security Trustee for the benefit of the
		Lenders and the Eligible Counterparties under the Transaction Documents as
		first priority Liens (subject only to Permitted Liens).       
	 

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

	 
		(e) Financial Statements. The Administrative Agent shall have received (i)
		audited financial statements for the Genesis Group for the year ended
		December 31, 2006, or, to the extent such audited financial statements are
		not available, the quarterly release for the Genesis Group, (ii) an unaudited
		opening balance sheet of the Borrower and (iii) any other financial statements
		as are available and reasonably requested by the Administrative Agent.
	 

	 
		 
	 

	 
		52
	 

	 
		 
	 



	 
	 

	 

	 
		(f) Certain Events.
		Since November 22, 2006 there has not been a materially adverse change in the
		condition (financial or otherwise), business, operations or prospects of GLS
		and its Subsidiaries or the Borrower and its Subsidiaries, in each case taken
		as a whole.
	 

	 
		(g) Payment of Fees.
		Payment in full of all Fees and Security Trustee Fees and Expenses due on the
		Closing Date.
	 

	 
		(h) Payment of Costs and Expenses. Payment of all costs and expenses (including legal
		fees) accrued prior to the Closing Date in accordance with Section 16.4 to the extent invoiced or otherwise notified to the
		Borrower in writing and in a manner and at such time as the Administrative
		Agent and the Borrower may have agreed to be paid on the Closing Date.
	 

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

	 
		(j) Representations and Warranties. As of the Closing Date, and after giving effect to the
		consummation of the transactions contemplated by this Agreement, the
		representations and warranties of the Borrower contained in Article VIII and of the Manager contained in
		Section 4.02 of the Management Agreement are true and correct in
		all material respects as of the Closing Date, (except that any such
		representations or warranties expressly stated by their terms to be made only
		at or as of one or more earlier dates or times, shall be made only at or as of
		such earlier dates or times).
	 

	 
		(k) Officer’s Certificate. A certificate of an officer of each of the Borrower and
		the Manager as to such matters as the Administrative Agent may reasonably
		request, including as to the satisfaction of the conditions precedent set forth
		in clauses (f), (i), and (j) of this Section 6.1.
	 

	 
		SECTION 6.2 Advances. The
		making of any Advance under this Agreement in connection with the acquisition
		of a Financed Aircraft is subject to the fulfillment of the following
		conditions precedent:
	 

	 
		(a) No Borrowing Base Deficiency. After giving effect to such Advance (and determining
		each Borrowing Base for this purpose giving effect to the inclusion of the
		Financed Aircraft being acquired in the Borrower’s Portfolio in connection
		with such Advance ), no Borrowing Base Deficiency will exist (and the
		Administrative Agent shall have received an Advance Request containing a
		borrowing base certification demonstrating the foregoing).
	 

	 
		(b) Eligible Aircraft. The Financed Aircraft to be acquired with the proceeds
		of such Advance shall be an Eligibile Aircraft other than an Out-of-Production
		Aircraft.
	 

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

	 
		 
	 

	 
		53
	 

	 
		 
	 



	 
	 

	 

	 
		(i) Resolutions.
		Certified resolutions of the Boards of Directors of each Borrower Subsidiary
		that is becoming a Borrower Group Member in connection with such Advance,
		approving and adopting the Transaction Documents to be executed by such Person,
		and authorizing the execution, delivery and performance thereof and approving
		and authorizing the transactions to be consummated pursuant thereto and all
		incidental actions in connection therewith (including, without limitation, the
		grant of security interest as provided in the Security Trust Agreement);

	 

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

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

	 
		(iv) Aircraft Acquisition Documents. Copies of the relevant Aircraft Acquisition Documents
		in respect of the Financed Aircraft to be acquired with the proceeds of such
		Advance, which shall have been delivered in final, if available, or in draft
		form to the Administrative Agent and to the Administrative Agent’s counsel
		at least ten Business Days prior to the applicable Advance Date, except that
		delivery of a related Lessee insurance certificate shall be governed by
		Section 9.34 hereof;
	 

	 
		(v) Organizational Documents. The Organizational Documents of each Borrower
		Subsidiary that is becoming a Borrower Group Member in connection with such
		Advance, certified as of a recent date;
	 

	 
		(vi) Operating Documents. Operating Documents of each Borrower Subsidiary that is
		becoming a Borrower Group Member in connection with such Advance, certified as
		of a recent date;
	 

	 
		(vii) FAA Counsel Opinions. If the Financed Aircraft to be acquired with proceeds
		of such Advance is to be registered in the United States, a favorable written
		opinion of FAA Counsel that the applicable Aircraft Owning Entity is the
		registered owner of such Aircraft, that such Aircraft is free and clear of
		recorded Liens (other than Permitted Liens), and as to such other matters as
		the Administrative Agent may reasonably request;
	 

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

	 
		 
	 

	 
		54
	 

	 
		 
	 



	 
	 

	 

	 
		recorded under Applicable Foreign Aviation
		Law, and (C) as to such other matters as the Administrative Agent may
		reasonably request (which request may include, with respect to jurisdictions of
		concern to the Lenders, an opinion satisfactory to the Administrative Agent
		advising as to creditors’ rights, including rights of recovery and
		repossession of aircraft);
	 

	 
		(ix) Cape Town Registration Opinions. If an international interest or contract of sale with
		respect to each Financed Aircraft to be acquired with proceeds of such Advance
		or the related Lease is constituted, a legal opinion addressing the matters
		relating to the Cape Town Convention, in form and substance satisfactory to the
		Administrative Agent, provided that
		(A) if delivery of such opinion concurrently upon or prior to the making of an
		Advance is not feasible after the Borrower’s using commercially reasonable
		efforts to comply with this condition, such delivery shall not be a condition
		precedent and instead shall be governed by the covenant set forth in
		Section 9.2, and (B) if the provisions of clause (A) apply to the
		delivery condition, it shall nonetheless be a condition precedent to the making
		of the related Advance that the Borrower deliver to the Administrative Agent a
		draft form of such opinion, substantially in the form to be eventually
		delivered pursuant to Section
		9.2, which draft is in form and
		substance reasonably satisfactory to the Administrative Agent;
	 

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

	 
		(xi) Notice and Acknowledgment. A Notice and Acknowledgment, executed by the applicable
		Borrower Subsidiary for each Financed Aircraft to be acquired with the proceeds
		of such Advance and the applicable Lessee, with respect to each of the related
		Leases;
	 

	 
		(xii) Aircraft Insurance. (A) With respect to each Financed Aircraft to be
		acquired with the proceeds of such Advance, and if available as of the related
		Advance Date (and if not then available the covenant set forth in
		Section 9.34 hereof shall apply), certificates of insurance from
		qualified brokers of aircraft insurance or other 
	 

	 
		 
	 

	 
		55
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		evidence reasonably satisfactory to the
		Administrative Agent, evidencing all insurance required to be maintained by the
		applicable Obligor under the Lease and/or the applicable Notice and
		Acknowledgment, in each case, together with all endorsements required under the
		Transaction Documents and/or the applicable Notice and Acknowledgment, and
		(B) certificates of insurance from qualified brokers of aircraft insurance
		or other evidence satisfactory to the Administrative Agent with respect to the
		Contingent Policy, together with all endorsements required under the
		Transaction Documents;
	 

	 
		(xiii) Lien/Registration Searches. To the extent available under the applicable law, the
		Administrative Agent shall have received searches of the applicable title
		and/or lien registration records, in the jurisdiction(s) of registration of
		each Financed Aircraft to be acquired with the proceeds of such Advance;
		
	 

	 
		(xiv) Appraisals. In
		respect of each Financed Aircraft to be acquired with the proceeds of such
		Advance, the Administrative Agent shall have received the Appraisals from each
		of the Initial Appraisers and the physical inspection reports, each in form and
		substance acceptable to the Administrative Agent, no later than ten (10) days
		prior to the related Advance Date;
	 

	 
		(xv) New York Counsel Opinion. With respect to each Borrower Group Member entering
		into or becoming party to a Credit Document in respect of or relating to a
		Financed Aircraft, a legal opinion of special New York counsel to such Borrower
		Group Member (which may be the special New York counsel who delivered the legal
		opinion referred to in Section
		6.1(b)(v) on the Closing Date),
		addressing substantially the same matters, as to the relevant additional
		Borrower Group Member(s), as were addressed in respect of the Borrower in the
		opinion of special New York counsel delivered on the Closing Date and such
		other opinions with respect to the perfection of the security interest to be
		granted by such Borrower Group Member in each type of Collateral as may
		reasonably be requested by the Administrative Agent pursuant to the Security
		Trust Agreement and applicable Collateral Supplement (as defined in the
		Security Trust Agreement); and
	 

	 
		(xvi) Credit Document Counterparts. Each Borrower Subsidiary entering into or becoming a
		party to a Transaction Document shall provide executed original counterparts of
		each of the Transaction Documents to which it is intended to become a party,
		together with all schedules and exhibits thereto, each of which shall have
		become effective pursuant to the respective terms thereof.
	 

	 
		(d) Financing Statements, Other Registrations,
		etc.
	 

	 
		(i) The Administrative Agent shall have
		received Uniform Commercial Code financing statements appropriate for filing in
		all places required by applicable law to perfect the Liens of the Security
		Trustee for the benefit of the Lenders and the Eligible Counterparties under
		the Transaction Documents as first priority Liens as to the interests in any
		Borrower Subsidiary that is becoming a Borrower Group Member in connection with
		such Advance and as to any other items of Collateral, in which a security
		interest may be perfected by the filing of financing statements, and such
		
	 

	 
		 
	 

	 
		 
	 

	 
		56
	 

	 
		 
	 



	 
	 

	 

	 
		other documents and/or evidence of other
		actions or registrations as may be necessary under applicable law (including
		Bermuda and Irish law and the Cape Town Convention) to perfect, within the time
		period provided for in the Security Trust Agreement, or otherwise ensure the
		effectiveness of the related Liens of the Security Trustee for the benefit of
		the Lenders and the Eligible Counterparties under the Transaction Documents as
		first priority Liens (and, in the case of any pledge of equity interests in
		Borrower Group Members that are organized under the laws of Ireland, the entry
		into an Irish Pledge with respect to such interests);
	 

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

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

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

	 
		(v) Subject to the proviso below, there
		shall have been delivered evidence satisfactory to the Administrative Agent of
		the taking of such actions (including, without limitation, becoming a
		“transacting user entity” with the International Registry) and the
		making of such registrations (including prospective registrations) in the
		International Registry pursuant to the Cape Town Convention and the
		International Registry Procedures to obtain the benefits and protections of the
		Cape Town Convention as may be applicable and available to the transactions
		contemplated by the Credit Documents as the same relate to the Borrower
		Acquisition Documents that are the subject of such Advance; provided it is
		understood that (A) other than as is necessary in connection with the
		registration of an “international interest” in the International
		Registry, no mortgages are being taken directly on the Aircraft, (B) if a
		related Lease is not, at the time of the making of the related Advance
		available to the Borrower, an “international interest” then it is not
		a condition precedent to such making of the related Advance to undertake the
		search or any of the registrations described in clause (C) immediately below,
		and (C) where the related Lease is or has become, at the time of the making of
		the related Advance, an “international interest”, it is a condition
		to the making of the related Advance to the Borrower that (i) a search of the
		registry with respect to the 
	 

	 
		 
	 

	 
		 
	 

	 
		57
	 

	 
		 
	 



	 
	 

	 

	 
		relevant Aircraft reveals no prior
		registration of an interest or prospective interest in such Lease (other than
		by the Lessor) that will remain in effect after the relevant Advance, (ii) the
		Lessor’s interest in the Lease be registered as and to the extent
		necessary to permit timely compliance with the condition in the immediately
		succeeding clause (iii), and (iii) the Lessor’s security assignment of the
		Lease to the Security Trustee shall have been registered;
	 

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

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

	 
		(e) No Proceedings.
		There exist no proceedings or investigations pending or, to the Borrower’s
		knowledge, threatened, before any court, regulatory body, administrative agency
		or other tribunal or governmental instrumentality having jurisdiction over the
		Borrower or any Borrower Subsidiaries or any of their respective properties
		(A) asserting the invalidity of this Agreement or any of the other Credit
		Documents, as the same relate to the Aircraft Acquisition Documents associated
		with the relevant Financed Aircraft, (B) seeking to prevent the
		consummation or performance of any of the transactions contemplated by this
		Agreement or any of the other Credit Documents, as the same specifically relate
		to the rights of the Security Trustee in the Aircraft Acquisition Documents
		associated with the relevant Financed Aircraft, or (C) seeking any
		determination or ruling that might materially and adversely affect the
		performance by the Borrower or any Borrower Subsidiaries of its obligations
		under any of the Credit Documents, as the same specifically relate to the
		rights of the Security Trustee in the Aircraft Acquisition Documents associated
		with the relevant Financed Aircraft.
	 

	 
		 
	 

	 
		 
	 

	 
		58
	 

	 
		 
	 



	 
	 

	 

	 
		(f) Waivers and Consents. All necessary waivers, consents, approvals and
		authorizations required in connection with the Transaction Documents dated as
		of the related Advance Date and the transactions contemplated therein shall
		have been delivered, including, without limitation, all material governmental
		(including regulatory) registrations, certificates, licenses, permits and
		authorizations required for the use and operation of the Financed Aircraft,
		including, without limitation, a current certificate of airworthiness for the
		Financed Aircraft (issued by the applicable aviation authority and in the
		appropriate category for the nature of operations of such Financed
		Aircraft).
	 

	 
		(g) Certain Events.
		(i) Since November 22, 2006 there has not been a materially adverse change in
		the condition (financial or otherwise), business or operations of GLS and its
		Subsidiaries or the Borrower and its Subsidiaries, in each case taken as a
		whole and (ii) at any time from and after the ICR Date, the ratio of (x) EBITDA
		for the then most recently completed fiscal quarter of the Borrower to (y)
		Interest Expense for such quarter shall not be less than 1.50 to 1.00;
		provided that with respect to the fiscal quarter of
		the Borrower during which the ICR Date occurs, EBITDA for such fiscal
		quarter shall be determined by multiplying (A) a fraction the numerator of
		which is 90 and the denominator of which is the number of days from the
		date earnings were first generated in such fiscal quarter to the last day
		of such fiscal quarter by (y) EBITDA generated during such fiscal
		quarter.
	 

	 
		(h) Description of Financed Aircraft, etc. The Administrative Agent shall have received amended
		and restated copies of Schedule
		I,
		Schedule II and
		Schedule III
		incorporating all information required thereunder regarding (i) the
		Financed Aircraft or interests therein acquired with such Advances,
		(ii) each Aircraft Owning Entity, Section 9.7(a) Entity and, if
		applicable, Owner Participant and Owner Trustee related to any such Financed
		Aircraft, and (iii) the Lease with respect to each such Financed
		Aircraft.
	 

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

	 
		(j) Security Deposits. The Administrative Agent shall have received evidence
		reasonably satisfactory to it that the Borrower is complying with the covenants
		applicable to funding of amounts in respect of Security Deposits set forth in
		Section 7.1(c)(i) and (ii), to the
		extent applicable.
	 

	 
		(k) No Violation of Law. The consummation of the transactions contemplated by
		this Agreement and the other Credit Documents and the Borrower Acquisition
		Documents, as the same relate to the relevant Financed Aircraft, do not
		(A) violate in any material respect any law (including, without
		limitation, any Environmental Law), rule or regulation applicable to the
		Borrower or any Borrower Subsidiaries or to such Borrower Acquisition Documents
		or relevant Financed Aircraft, or (B) violate any writ, order, judgment or
		decree binding on or affecting the Borrower or any Borrower Subsidiaries of any
		court or of any federal or state regulatory body, administrative agency or
		other governmental instrumentality having jurisdiction over the Borrower or any
		Borrower Subsidiaries and relating to such Borrower Acquisition Documents or
		relevant Financed Aircraft. 
	 

	 
		 
	 

	 
		 
	 

	 
		59
	 

	 
		 
	 



	 
	 

	 

	 
		(l) Payment of Fees.
		Payment in full of all Fees and Security Trustee Fees and Expenses due on or
		before the related Advance Date.
	 

	 
		(m) Payment of Costs and Expenses. Payment of all costs and expenses (including legal
		fees) accrued prior to the related Advance Date in accordance with
		Section 16.4 hereof to
		the extent invoiced or otherwise notified to the Borrower in writing and in a
		manner and at such time as the Administrative Agent and the Borrower may have
		agreed in order to mutually close on the related Advance Date.
	 

	 
		(n) No Event of Default. No Default, Event of Default, Manager Default,
		Servicer Termination Event, or event that would constitute a Servicer
		Termination Event but for the passage of time or the giving of notice or both,
		has occurred and is continuing or will result from the making of the applicable
		Advance.
	 

	 
		(o) Representations and Warranties. As of the related Advance Date, and after giving
		effect to such Advance and the consummation of the transactions contemplated in
		the making of such Advance, the representations and warranties of the Borrower
		contained in Article VIII and of the
		Manager contained in Section
		4.02 of the
		Management Agreement are true and correct in all material respects as of such
		Advance Date, with the same effect as though made on such Advance Date (except,
		that any such representations or warranties expressly stated by their terms to
		be made only at or as of one or more earlier dates or times, shall be made only
		at or as of such earlier dates or times).
	 

	 
		(p) Section 9.7(a) Entity. If the Financed Aircraft is to be acquired by a
		Section 9.7(a) Entity pursuant to subclause (x) of Section 9.8, the
		Administrative Agent shall be reasonably satisfied with the proposed
		arrangement and shall have received (in addition to any other requirements
		provided in this Agreement), in form and substance reasonably satisfactory to
		the Administrative Agent and each of the Lenders, a favorable opinion of Local
		Aircraft Counsel: (i) addressing and confirming the taking of such actions
		or making of such filings in such country as would or could govern or establish
		the perfection and effect of perfection and/or priority of the Security
		Trustee’s security interest (or confirming that such actions will be taken
		or filings will be made, to the extent that such actions or filings cannot
		under applicable law be taken or made prior to the making available of the
		Advance associated with the related transaction); and (ii) stating that under
		the law of the relevant jurisdiction, a Borrower Subsidiary may not own such
		Aircraft.
	 

	 
		(q) Borrower Group Member Opinion. With respect to each Borrower Group Member entering
		into or becoming party to a Credit Document in respect of or relating to a
		Financed Aircraft, a legal opinion of counsel to such Borrower Group Member
		from the jurisdiction of organization of such Borrower Group Member, addressing
		substantially the same matters as to the relevant additional Borrower Group
		Member(s) as were addressed in respect of the Borrower in the opinion of
		Bermuda counsel to the Borrower delivered on the Closing Date.
	 

	 
		(r) Officer’s Certificate. A certificate of an officer of each of the Borrower
		and the Manager as to such matters as the Administrative Agent may reasonably
		request, including as to the satisfaction of the conditions precedent set forth
		in clauses (e) (g), (i), (j), (k), (n), and (o) of this Section 6.2.
	 

	 
		 
	 

	 
		 
	 

	 
		60
	 

	 
		 
	 



	 
	 

	 

	 
		(s) The giving of the Advance Request shall
		constitute a certification by the Borrower to the effect that the conditions
		set forth in this Section
		6.2 have been fulfilled (both as of the
		date of the Advance Request and, unless the Borrower otherwise notifies the
		Administrative Agent prior to the Advance Date, as of the Advance Date). The
		Administrative Agent shall be entitled to assume that the conditions specified
		in clauses (b), (e), (g), (i), (k), (n)
		and (o) of this Section 6.2 have
		been fulfilled unless it receives written notice to the contrary from any
		Lender prior to the Advance Date.
	 

	 
		ARTICLE VII
	 

	 
		ADMINISTRATION OF AIRCRAFT AND
		LEASES
	 

	 
		SECTION 7.1 Collection Procedures.
	 

	 
		(a) Administration.
		Except as otherwise provided herein or in any other Transaction Documents, the
		Borrower shall cause the Collections to be administered by the Manager in
		accordance with the terms of this Agreement and the Management Agreement. The
		Borrower shall provide to the Manager on a timely basis all information needed
		for such administration. The Borrower hereby appoints the Manager (to the
		extent so appointed under the Management Agreement) as its agent to collect the
		Collections in accordance with this Agreement and the Management
		Agreement.
	 

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

	 
		(c) Deposits to Accounts. The Borrower and the Manager shall, or shall cause the
		Servicer to, direct all Obligors related to Leases of Financed Aircraft to
		remit all Collections and all payments (including payments in respect of
		Security Deposits or Supplemental Rent with respect to any Aircraft) to the
		Collection Account or to a Non-Trustee Account without diminution, set off,
		recoupment or counterclaim. The Borrower and the Manager shall:
	 

	 
		(i) cause to be transferred promptly upon
		receipt thereof any payments in respect of Security Deposits with respect to an
		Aircraft from the Collections Account to the Security Deposit Account;
		and
	 

	 
		 
	 

	 
		 
	 

	 
		61
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) cause to be transferred promptly upon
		receipt thereof any payments in respect of Supplemental Rent with respect to an
		Aircraft from the Collections Account to the Supplemental Rent Account.
	 

	 
		If the Borrower or the Manager shall receive
		any funds constituting Collections directly, the Borrower and the Manager shall
		or shall promptly cause (and, in any event, on the Business Day of the
		Borrower’s or the Manager’s receipt of such funds) the segregation of
		such funds for any period in which such funds are being held in an account
		other than the Collection Account and the deposit of such funds to the
		Collection Account.
	 

	 
		Neither the Borrower nor the Manager shall
		deposit or otherwise credit, or cause to be so deposited or credited:
	 

	 
		(A) to the Collection Account, cash or cash
		proceeds other than Collections (except as otherwise provided in the first
		sentence of this Section 7.1(c));
	 

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

	 

	 
		(C) to the Supplemental Rent Account, cash
		or cash proceeds other than Supplemental Rent.
	 

	 
		(d) Withdrawals. The
		Borrower and the Manager shall use commercially reasonable efforts to direct
		the Security Trustee to withdraw and transfer to an appropriate account any
		cash or cash proceeds deposited or otherwise credited:
	 

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

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

	 
		(C) to the Supplemental Rent Account, other
		than Supplemental Rent relating to the Aircraft.
	 

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

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

	 
		(A) pro rata (1) to
		the Security Trustee in payment in full of all accrued Security Trustee Fees
		and Expenses, (2) to the applicable Service 
	 

	 
		 
	 

	 
		 
	 

	 
		62
	 

	 
		 
	 



	 
	 

	 

	 
		Providers, in payment in full (a) of their
		Service Provider Fees with respect to such Payment Date (except Service
		Provider Fees owing to the Manager at any time the Manager is an Affiliate of
		the Borrower) and (b) of expenses and/or indemnification payments payable
		thereto (other than payments constituting Service Provider Fees) under the
		Service Provider Agreements as of the last day of the prior calendar month, to
		the extent not previously paid and (3) to the applicable payees, for payment or
		reimbursement of Borrower Expenses and for Borrower Income Tax Expenses;

	 

	 
		(B) to the Administrative Agent, the due and
		unpaid Commitment Fees in respect of the unused portion of the Non-Conduit
		Lender Commitment;
	 

	 
		(C) pro rata
		(1) to the counterparties on any Hedge Agreements for all hedge payments
		due thereunder (excluding termination payments), if any, and (2) to the
		Administrative Agent, any interest due under this Agreement, including, without
		limitation, Section 5.2(e) in respect of outstanding Advances;
	 

	 
		(D) ratably to the Administrative Agent and
		the Lenders for all costs and expenses and other similar amounts (including,
		without limitation, any amounts payable under Sections 5.1 through
		5.4 hereof and under Section 16.4 hereof)
		payable to the Administrative Agent or any Lender pursuant to the terms of any
		of the Transaction Documents;
	 

	 
		(E) pro rata
		(1) to the counterparties on any Hedge Agreements for all termination
		payments, if any, due thereunder and (2) to the Administrative Agent, on
		behalf of the Lenders, in the amount of the Borrowing Base Deficiency or the
		amount of any other principal due on the Advances, if any, on such Payment
		Date;
	 

	 
		(F) at any time the Manager is an Affiliate
		of the Borrower, to the Manager in payment in full of the Service Provider Fees
		owing to the Manager with respect to such Payment Date; and
	 

	 
		(G) to or at the direction of the Borrower,
		the remaining portion of such funds, provided, that
		the Borrower may elect, in its sole discretion, to retain all or a portion of
		such funds in the Collection Account;
	 

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

	 
		(A) pro rata (1) to
		the Security Trustee in payment in full of all accrued Security Trustee Fees
		and Expenses, (2) to the applicable Service Providers in payment in full (a) of
		their Service Provider Fees with respect to such Payment Date (except Service
		Provider Fees owing to the Manager at any time the Manager is an Affiliate of
		the Borrower) and (b) of expenses and/or 
	 

	 
		 
	 

	 
		 
	 

	 
		63
	 

	 
		 
	 



	 
	 

	 

	 
		indemnification payments payable thereto
		(other than payments constituting Service Provider Fees) under the Service
		Provider Agreements as of the last day of the prior calendar month, to the
		extent not previously paid and (3) to the applicable payees, for payment or
		reimbursement of Borrower Expenses; 
	 

	 
		(B) to the Administrative Agent, the due and
		unpaid Commitment Fees in respect of the unused portion of the applicable
		Non-Conduit Lender Commitment (provided that no Commitment Fees shall be due in
		respect of any period after the Advance Commitment Period);
	 

	 
		(C) pro rata
		(1) to the counterparties on any Hedge Agreements for the hedge payments
		due thereunder (excluding termination payments), if any, and (2) to the
		Administrative Agent, any interest due under this Agreement in respect of
		outstanding Advances, including interest at the Default Rate;
	 

	 
		(D) ratably to the Administrative Agent and
		the Lenders for all costs and expenses and other similar amounts (including,
		without limitation, any amounts payable under Sections 5.1 through
		5.4 hereof and under Section 16.4 hereof)
		payable to the Administrative Agent or any Lender pursuant to the terms of any
		of the Transaction Documents;
	 

	 
		(E) pro rata
		(1) to the counterparties on any Hedge Agreements for all termination
		payments, if any, due thereunder and (2) to the Administrative Agent, on behalf
		of the Lenders, in reduction of the Outstanding Principal Amount, the amount
		required to reduce the Outstanding Principal Amount to zero;
	 

	 
		(F) at any time the Manager is an Affiliate
		of the Borrower, to the Manager in payment in full of the Service Provider Fees
		owing to the Manager; and
	 

	 
		(G) to or at the direction of the Borrower,
		the remaining portion of such funds,
		provided, that the Borrower may elect,
		in its sole discretion, to retain all or a portion of such funds in the
		Collection Account.
	 

	 
		(f) Returned Collections. For the purposes of this Section 7.1, if and to
		the extent the Administrative Agent, the Security Trustee or any Lender shall
		be required for any reason to pay over to an Obligor any amount received on the
		Obligor’s behalf hereunder, such amount shall be deemed not to have been
		so received but rather to have been retained by the Borrower and, accordingly,
		the Administrative Agent, the Security Trustee or such Lender, as the case may
		be, shall have a claim against the Borrower for such amount, payable pursuant
		to the Flow of Funds above.
	 

	 
		(g) Lessee Payments.
		The Borrower, the Borrower Subsidiaries and the Service Providers at all times
		shall be entitled to withdraw funds from the Supplemental Rent Account and the
		Security Deposit Account to the extent such parties are required to pay amounts
		in 
	 

	 
		 
	 

	 
		 
	 

	 
		64
	 

	 
		 
	 



	 
	 

	 

	 
		respect of Supplemental Rent or Security
		Deposits to Lessees or other third parties pursuant to the terms of any
		Eligible Lease or the Service Provider Agreements.
	 

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

	 
		(i) Expenses.
		Notwithstanding anything to the contrary herein or in any other Transaction
		Document, the Manager may, from time to time on any Business Day, upon written
		request to the Account Bank, withdraw from the Collection Account such amounts
		as are needed to discharge any Borrower Expense or, except during periods when
		such expenses would not be payable at the level of the first allocation under
		Section 7.1(e)(i), Borrower Income Tax Expense. The Borrower agrees to
		cause the amount of such non-Payment Date withdrawals to be disclosed and set
		forth in the Monthly Report relating to the month in which such withdrawals
		occur.
	 

	 
		(j) Irish VAT Refund Account. All payments of refunds with respect to Irish
		value-added tax and any other amounts related to Irish tax payments payable to
		any Borrower Group Member shall be, when received, deposited in the Irish VAT
		Refund Account. Funds held in the Irish VAT Refund Account shall be converted
		into Dollars with a recognized foreign exchange dealer or commercial bank
		(which may be the bank where the Irish VAT Refund Account is located or the
		Account Bank or an affiliate). Upon conversion and receipt of Dollars, the
		Security Trustee shall cause such amounts to be transferred from the Irish VAT
		Refund Account to the Collections Account as soon as administratively
		practicable. The cost and expense of any such conversion shall be added to and
		reflected in the rate obtained for conversion and in no event shall the
		Borrower, the Security Trustee or any of their respective affiliates be liable
		in respect of the exchange rate obtained for any such conversion or any related
		cost or expense.
	 

	 
		The Manager shall promptly notify the
		Security Trustee in writing of the expected payment of any such refund and the
		anticipated amount thereof.
	 

	 
		SECTION 7.2 Investments. All
		funds on deposit in the Collection Account, the Supplemental Rent Account and
		the Security Deposit Account shall be invested only in Eligible Investments as
		specified by the Borrower in writing to the Account Bank from time to time;
		provided, that if the Borrower shall fail to specify such
		Eligible Investments in a timely manner, the Security Trustee, at the direction
		of the Majority Lenders, may specify such Eligible Investments. All investments
		of funds on deposit in the Collection Account, the Supplemental Rent Account
		and the Security Deposit Account shall mature, or may be sold or withdrawn
		without loss, not later than the Business Day preceding the next Payment Date.
		Income earned on funds deposited in the Collection Account, the Supplemental
		Rent Account and the Security Deposit Account shall be transferred by the
		Account Bank to the Collection Account on the Business Day prior to each
		Payment Date for distribution pursuant to the Flow of Funds; provided, that
		the Manager shall notify the Account Bank of any income earned on funds
		deposited in the Supplemental Rent Account or the Security Deposit Account
		which must be 
	 

	 
		 
	 

	 
		 
	 

	 
		65
	 

	 
		 
	 



	 
	 

	 

	 
		retained in such accounts pursuant to the
		terms of any applicable Leases (and such income shall not be so
		transferred).
	 

	 
		ARTICLE VIII
	 

	 
		REPRESENTATIONS AND WARRANTIES OF THE
		BORROWER
	 

	 
		In order to induce the other parties hereto
		to enter into this Agreement and, in the case of the Lenders, to make Advances
		hereunder, the Borrower hereby represents and warrants to the Administrative
		Agent, the Security Trustee and the Lenders, as of (unless otherwise explicitly
		set forth below) the Closing Date and each Advance Date, as follows:
	 

	 
		SECTION 8.1 Subsidiaries.
		The Borrower has no Subsidiaries other than the Aircraft Owning Entities,
		Applicable Intermediaries and Owner Participants and any Persons owning
		beneficial interests therein. 
	 

	 
		SECTION 8.2 Organization and Good Standing.
	 

	 
		(a) Borrower. The
		Borrower has been duly organized and is validly existing as an exempted company
		under the laws of Bermuda, with power and authority to own its properties and
		to conduct its business as such properties are currently owned and such
		business is currently conducted, and had at all relevant times and now has,
		power and authority and legal right to acquire and own the Aircraft, Leases and
		Related Security, the other Aircraft Assets and the Equity Interests of the
		Borrower Subsidiaries and to grant to the Security Trustee, for the benefit of
		the Lenders and the Eligible Counterparties, a first priority security interest
		in the Collateral and to enter into and perform its obligations under this
		Agreement and each of the other Transaction Documents to which it is a
		party.
	 

	 
		(b) Subsidiaries.
		Each of the Borrower Subsidiaries has been duly formed, incorporated or
		organized and is validly existing as a corporation, limited liability company,
		partnership, limited partnership, statutory trust, owner trust or other
		business entity in good standing under the laws of the jurisdiction of its
		formation (to the extent such concept is recognized in such jurisdiction),
		incorporation or organization as set forth in Schedule VI, with power
		and authority to own its properties and to conduct its business as such
		properties are currently owned and such business is currently conducted, and
		had at all relevant times and now has, power and authority and legal right to
		acquire and own Aircraft, Leases, Related Security, other Aircraft Assets and,
		if applicable, Equity Interests of other Borrower Subsidiaries and perform its
		obligations under each of the Transaction Documents to which it is a
		party.
	 

	 
		SECTION 8.3 Due Qualification. The Borrower and each of the Borrower Subsidiaries is
		duly qualified to do business as a foreign entity in good standing (to the
		extent such concept is applicable), and has obtained all necessary licenses and
		approvals, in all jurisdictions in which the failure to so qualify, or obtain
		such license or approval, would result in a Material Adverse Effect.
	 

	 
		SECTION 8.4 Enforceability.
		This Agreement and the other Transaction Documents to which the Borrower or any
		of the Borrower Subsidiaries is a party constitute legal, valid and 
	 

	 
		 
	 

	 
		 
	 

	 
		66
	 

	 
		 
	 



	 
	 

	 

	 
		binding obligations of the Borrower and such
		Borrower Subsidiaries, as applicable, enforceable in accordance with their
		respective terms, except as enforceability may be limited by (i) applicable
		bankruptcy, insolvency, reorganization or other similar law, and (ii) general
		principles of equity.
	 

	 
		SECTION 8.5 Security Interest.
	 

	 
		(a) The Security Trust Agreement creates or
		shall create upon registration where registration is required to secure
		priority, a valid first priority security interest in the Collateral, free and
		clear of any Adverse Claim other than Permitted Liens, in favor of the Security
		Trustee, for the benefit of the Administrative Agent and the Lenders,
		enforceable against the Borrower and the Borrower Subsidiary grantors
		thereunder, and creditors of and purchasers from such grantors. 
	 

	 
		(b) None of the Collateral has been pledged,
		assigned, sold or otherwise encumbered other than pursuant to the terms hereof
		or of the Security Trust Agreement and except for Permitted Liens, and no
		Collateral is described in (i) any UCC financing statements filed against any
		Seller or the Borrower other than UCC financing statements which have been
		terminated and the UCC financing statements filed in connection with Permitted
		Liens, the Security Trust Agreement, each of which name the Security Trustee as
		secured party, or (ii) any other registries or filing records that may be
		applicable to the Collateral in any other relevant jurisdiction, other than
		such filings or registrations made in connection with Permitted Liens, the
		Security Trust Agreement or any other security document in favor of the
		Security Trustee for the benefit of the Secured Parties or, with respect to the
		Leases, in favor of the Borrower.
	 

	 
		SECTION 8.6 No Violation.
		The consummation of the transactions contemplated by this Agreement and the
		other Credit Documents to which the Borrower or any Borrower Subsidiaries is a
		party, and the fulfillment of the terms of this Agreement and the other Credit
		Documents to which the Borrower or any Borrower Subsidiaries is a party, do not
		and shall not (A) conflict with, result in any breach of any of the terms
		and provisions of, or constitute (with or without notice or lapse of time) a
		default under, the Operational Documents or Organizational Documents of the
		Borrower or any Borrower Subsidiaries, or any material term of any indenture,
		agreement, mortgage, deed of trust or other instrument to which the Borrower or
		any Borrower Subsidiary is a party or by which it is bound or any of its
		properties are subject, or (B) result in the creation or imposition of any
		Adverse Claim upon any of the properties of the Borrower or any Borrower
		Subsidiaries pursuant to the terms of any such indenture, agreement, mortgage,
		deed of trust or other instrument, other than the Security Trust Agreement, or
		(C) violate in any material respect any law (including, without
		limitation, any Environmental Law), rule or regulation applicable to the
		Borrower or any Borrower Subsidiaries or with respect to any Collateral, except
		(but only with respect to the remaking of this representation (C) on each
		Advance Date, when applicable) to the extent that the failure so to comply
		would not have a Material Adverse Effect, or (D) violate any writ, order,
		judgment or decree binding on or affecting the Borrower or any Borrower
		Subsidiaries of any court or of any federal or state regulatory body,
		administrative agency or other governmental instrumentality having jurisdiction
		over the Borrower or any Borrower Subsidiaries or any of their respective
		properties.
	 

	 
		 
	 

	 
		 
	 

	 
		67
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 8.7 No Proceedings.
		There are no proceedings or investigations pending against the Borrower or any
		Borrower Subsidiaries before any court, regulatory body, administrative agency
		or other tribunal or governmental instrumentality having jurisdiction over the
		Borrower or any Borrower Subsidiaries or any of their respective properties
		(A) asserting the invalidity or unenforceability of this Agreement or any
		of the other Credit Documents, (B) seeking to prevent the consummation or
		performance of any of the transactions contemplated by this Agreement or any of
		the other Credit Documents, (C) seeking any determination or ruling that
		might materially and adversely affect the performance by the Borrower or any
		Borrower Subsidiaries of its obligations under any of the Credit Documents or
		(D) that could reasonably be expected to have a Material Adverse Effect.
		
	 

	 
		SECTION 8.8 Approvals. As of
		each Advance Date, with respect to the Transaction Documents that specifically
		relate to the Advance occurring on that date, all approvals, authorizations,
		consents, licenses, registrations, declarations, orders or other actions of any
		Person, required in connection with the execution and delivery by the Borrower
		or any Borrower Subsidiaries of any such Transaction Document to which it is a
		party and the consummation of the transactions contemplated thereby have been
		or will be taken or obtained on or prior to the respective dates of execution
		and delivery of such Transaction Documents.
	 

	 
		SECTION 8.9 Subsidiaries. As
		of the Closing Date and each Advance Date, Schedule VI, as from time
		to time amended, sets forth (a) a correct and complete list of the
		relationship of the Borrower and the Borrower Subsidiaries and all of their
		respective Subsidiaries, (b) the location of the chief executive office of
		each of them, (c) the jurisdiction of formation, incorporation or
		organization of each of them, (d) a true and complete listing of each
		class of the Equity Interests of each of them, of which all of such issued
		Equity Interests are validly issued, outstanding, fully paid and
		non-assessable, and owned beneficially and of record by the Persons identified
		in Schedule VI, as from time
		to time amended, (e) the type of entity of each of them, and (f) if
		applicable, the employer or taxpayer identification number of each of them and
		the organizational identification number issued by each of their respective
		jurisdictions of formation, incorporation, or organization. Each of the
		Borrower and each Borrower Subsidiary has only one jurisdiction of formation,
		incorporation, or organization, except that the Borrower is a resident of
		Ireland for tax purposes.
	 

	 
		SECTION 8.10 Solvency. As of
		the Closing Date and each Advance Date, the Borrower and its Subsidiaries, on a
		consolidated basis, are Solvent and will not become insolvent after giving
		effect to the transactions contemplated by this Agreement and the other
		Transaction Documents. Neither the Borrower nor any Borrower Subsidiaries has
		any Indebtedness to any Person other than as permitted pursuant to
		Section 9.29 hereof.
		
	 

	 
		SECTION 8.11 Compliance with Laws. The Borrower and each Borrower Subsidiary, (a) as of
		each Advance Date, has complied in all material respects with all applicable
		laws (including, without limitation, any Environmental Law), rules,
		regulations, judgments (unless such judgment has been properly appealed and
		such appeal is being diligently prosecuted by such Person and for which
		adequate reserves have been made), agreements, decrees and orders with respect
		to, as of any Advance Date, the Aircraft, Leases and other Aircraft Assets that
		are the subject of funding on such Advance Date, and (b) as of each Advance
		Date, has complied in 
	 

	 
		 
	 

	 
		 
	 

	 
		68
	 

	 
		 
	 



	 
	 

	 

	 
		all material respects with all applicable
		laws (including, without limitation, any Environmental Law), rules,
		regulations, judgments (unless such judgment has been properly appealed and
		such appeal is being diligently prosecuted by such Person), agreements, decrees
		and orders with respect to the Aircraft, Leases and other Aircraft Assets
		generally, except in each case where non-compliance could not reasonably be
		expected to have a Material Adverse Effect. 
	 

	 
		SECTION 8.12 Taxes. The
		Borrower and each Borrower Subsidiary has filed on a timely basis all Tax
		Returns (including, without limitation, foreign, federal, state, local and
		otherwise) required to be filed for which failure to file would have a Material
		Adverse Effect, and has paid, or in accordance with GAAP made adequate
		provisions for the payment of, all Taxes due from the Borrower and each of the
		Borrower Subsidiaries, as applicable. All such Tax Returns are true and correct
		in all material respects. No tax lien or similar Adverse Claim has been filed,
		and no claim is being asserted, with respect to any such Taxes. Any Taxes, fees
		and other governmental charges payable by the Borrower or any Borrower
		Subsidiaries in connection with the execution and delivery of this Agreement
		and the other Transaction Documents and the transactions contemplated hereby or
		thereby including the transfer of the Aircraft and the Leases and Related
		Security, if any, and the transfer of the Equity Interests of the Borrower
		Subsidiaries to the Borrower have been paid or will be paid when due. The
		Borrower is unaware of any proposed or pending tax assessments, deficiencies or
		audits that could be reasonably expected to, individually or in the aggregate,
		result in a material adverse change in the business, operations, property,
		prospects or financial or other condition of the Borrower and each of the
		Borrower Subsidiaries.
	 

	 
		SECTION 8.13 Monthly Report.
		Each Monthly Report is accurate in all material respects as of the date
		thereof.
	 

	 
		SECTION 8.14 No Liens, Etc.
	 

	 
		(a) The Collateral and each part thereof is
		owned by the Borrower free and clear of any Adverse Claim other than Permitted
		Liens, and the Borrower has the full right, corporate power and lawful
		authority to assign, transfer and pledge the same and interests therein, and
		upon the making of the Advances, the Security Trustee, for the benefit of the
		Administrative Agent and the Lenders, will have, upon registration if required,
		acquired a perfected, first priority and valid security interest in such
		Collateral, free and clear of any Adverse Claim other than Permitted Liens. No
		effective control agreement, financing statement or other instrument similar in
		effect covering all or any part of the Collateral has been executed or is on
		file in any recording office, except such as may have been filed in connection
		with a Permitted Lien or in favor of the Security Trustee for the benefit of
		the Secured Parties or, with respect to the Leases, in favor of the Borrower.
		The use by the Borrower of the Collateral and all rights with respect thereto
		do not infringe on the rights of any person.
	 

	 
		(b) The rights and obligations of the
		Borrower Group Members as Lessors under the Leases with respect to the
		Aircraft, and any Equity Interests in any other Person held by such Borrower
		Group Members, are, in each case, held free and clear of any Adverse Claim
		other than Permitted Liens, and each such Borrower Group Member has the full
		right, corporate power and lawful authority to assign, transfer and pledge the
		same and interests therein, and upon the making of the Advances relating
		thereto, the Security Trustee, for the benefit of the 
	 

	 
		 
	 

	 
		 
	 

	 
		69
	 

	 
		 
	 



	 
	 

	 

	 
		Administrative Agent and the Lenders, will
		have, upon registration if required, acquired a perfected, first priority and
		valid security interest in such rights, obligations and Equity Interests, free
		and clear of any Adverse Claim (other than Permitted Liens).
	 

	 
		SECTION 8.15 Information True and Correct. All written information furnished by or on behalf of
		the Borrower or any Borrower Subsidiaries to any Lender, the Security Trustee
		or the Administrative Agent in connection with this Agreement or any
		transaction contemplated hereby, when delivered (and when taken in connection
		with previous information so furnished for the purpose of completeness) is true
		and, when taken as a whole, complete in all material respects and does not omit
		to state a material fact necessary to make the statements contained therein not
		misleading.
	 

	 
		SECTION 8.16 Environmental Laws. The Borrower and each Borrower Subsidiary is in
		compliance in all material respects with all applicable Environmental Laws and
		has been issued and currently maintains all required foreign, federal, state
		and local permits, licenses, certificates and approvals, except in each case
		where the failure to so comply or maintain would not have a Material Adverse
		Effect. Neither of the Borrower nor any Borrower Subsidiaries has been notified
		of any pending or threatened action, suit, proceeding or investigation, and
		none of the Borrower or any Borrower Subsidiary is aware of any facts, which
		(a) calls into question, or could reasonably be expected to call into
		question, compliance by the Borrower or any Borrower Subsidiaries with any
		Environmental Laws, (b) seeks, or could reasonably be expected to form the
		basis of a meritorious proceeding, to suspend, revoke or terminate any license,
		permit or approval necessary for the operation of any the Borrower’s or
		any Borrower Subsidiaries’ business, assets or facilities or for the
		generation, handling, storage, treatment or disposal of any Hazardous
		Materials, or (c) seeks to cause, or could reasonably be expected to form
		the basis of a meritorious proceeding to cause, any property of the Borrower or
		any Borrower Subsidiaries to be subject to any restrictions on ownership, use,
		occupancy or transferability under any Environmental Law, that could reasonably
		be expected to have a Material Adverse Effect.
	 

	 
		SECTION 8.17 Employment Matters. None of the Borrower or any Borrower Subsidiary has or
		has ever had (i) any Employee Benefit Plan, any Multiemployer Plan or any
		Pension Plan, or any obligation to fund any such plan or (ii) any employee
		other than officers thereof.
	 

	 
		SECTION 8.18 RICO. None of
		the Borrower or any Borrower Subsidiary is engaged in or has engaged in any
		course of conduct that could subject any of their respective properties to any
		Adverse Claim, seizure or other forfeiture under any criminal law, racketeer
		influenced and corrupt organizations law, civil or criminal, or other similar
		laws, whether foreign or domestic.
	 

	 
		SECTION 8.19 Anti-Terrorism Law. None of the Borrower, any Borrower Subsidiary nor, to
		the knowledge of the Borrower as of the Advance Date relating to a Lessee, any
		such Lessee, is in violation of any Requirement of Law relating to terrorism or
		money laundering (“Anti-Terrorism
		Laws”), including Executive Order
		No. 13224 on Terrorist Financing, effective September 24, 2001 (the
		“Executive Order”), and the Uniting and Strengthening America by
		Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
		2001, Public Law 107-56 (the “Patriot Act”).
	 

	 
		 
	 

	 
		 
	 

	 
		70
	 

	 
		 
	 



	 
	 

	 

	 
		None of the Borrower, any Borrower
		Subsidiary nor any broker or other agent of any of them acting or benefiting in
		any capacity in connection with the Advances is any of the following:
	 

	 
		(i) a person that is listed in the annex to,
		or is otherwise subject to the provisions of, the Executive Order;
	 

	 
		(ii) a person owned or controlled by, or
		acting for or on behalf of, any person that is listed in the annex to, or is
		otherwise subject to the provisions of, the Executive Order;
	 

	 
		(iii) a person with which any Lender is
		prohibited from dealing or otherwise engaging in any transaction by any
		Anti-Terrorism Law;
	 

	 
		(iv) a person that commits, threatens or
		conspires to commit or supports “terrorism” as defined in the
		Executive Order; or
	 

	 
		(v) a person that is named as a
		“specially designated national and blocked person” on the most
		current list published by the U.S. Treasury Department Office of Foreign Assets
		Control (“OFAC”) at its official website or any replacement
		website or other replacement official publication of such list.
	 

	 
		None of the Borrower, any Borrower
		Subsidiary nor any broker or other agent of any of them acting in any capacity
		in connection with the Advances (i) conducts any business or engages in
		making or receiving any contribution of funds, goods or services to or for the
		benefit of any person described in the preceding paragraph, (ii) deals in,
		or otherwise engages in any transaction relating to, any property or interests
		in property blocked pursuant to the Executive Order, or (iii) engages in
		or conspires to engage in any transaction that evades or avoids, or has the
		purpose of evading or avoiding, or attempts to violate, any of the prohibitions
		set forth in any Anti-Terrorism Law.
	 

	 
		SECTION 8.20 Depositary Banks. The names and addresses of the Account Bank and each
		Non-Trustee Account Bank and the Irish Bank, together with the account numbers
		of the Collection Account, the Security Deposit Account, the Supplemental Rent
		Account, the Irish VAT Refund Account and each Non-Trustee Account are as
		specified in Schedule
		V hereto, as such Schedule V
		may be updated from time to time pursuant to Section 7.1(b). The Collection Account, Security Deposit Account,
		Non-Trustee Accounts, the Irish VAT Refund Account and the Supplemental Rent
		Account are the only accounts into which Collections are deposited or
		remitted.
	 

	 
		SECTION 8.21 Financial Condition. The Borrower’s most recent audited or unaudited
		consolidated financial statements as provided pursuant to Section
		9.18(a)(ii) or (iii), as
		applicable, fairly present the financial condition of the Borrower as at such
		date, in conformity with GAAP, subject, in the case of unaudited consolidated
		financial statements provided pursuant to Section 9.18(a)(iii), to year end
		adjustments and omissions of footnotes and subject to auditors’ year end
		report.
	 

	 
		 
	 

	 
		71
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 8.22 Investment Company Status. None of the Borrower nor any Borrower Subsidiary is an
		“investment company” or an “affiliated person” of, or
		“promoter” or “principal underwriter” for, an
		“investment company,” as such terms are defined in the Investment
		Company Act of 1940, as amended. The making of the Advances by the Lenders, the
		application of the proceeds and repayment thereof by the Borrower and the
		consummation of the transactions contemplated by this Agreement and the other
		Transaction Documents to which the Borrower or any Borrower Subsidiary is a
		party will not violate any provision of such Act or any rule, regulation or
		order issued by the Securities and Exchange Commission thereunder.
	 

	 
		SECTION 8.23 Description
		of Aircraft and Leases.
	 

	 
		(a) Schedule I
		attached hereto, as supplemented from time to time pursuant to Section 6.2(h) or Section
		9.8 hereof is a true and correct list
		of all Aircraft acquired from time to time.
	 

	 
		(b) Schedule II
		attached hereto, as supplemented from time to time pursuant to Section 6.2(h) or Section
		9.8 hereof, is a true and correct list
		of all Borrower Group Members and the Aircraft Owned thereby from time to
		time.
	 

	 
		(c) Schedule III attached
		hereto, as supplemented from time to time pursuant to Section 6.2(h), Section
		9.8 or Section 9.9
		hereof, is a true and correct list of all Leases (including, without
		limitation, any head leases) in effect with respect to the Aircraft Owned by
		Borrower Group Members.
	 

	 
		SECTION 8.24 No
		Default, Etc. There does not exist (as
		of the Closing Date and Advance Date), any Default, Event of Default, Servicer
		Termination Event, or event that would constitute a Servicer Termination Event
		but for the passage of time or the giving of notice or both.
	 

	 
		SECTION 8.25 Subsidiary Constituent Documents. There is in full force and effect with respect to each
		Borrower Subsidiary, as applicable, a limited liability company agreement,
		trust agreement or other corporate constituent document substantially in the
		form of one of the documents attached hereto as Exhibit H or
		otherwise reasonably acceptable to the Administrative Agent.
	 

	 
		SECTION 8.26
		Transaction Documents. Each of the Transaction Documents has been duly
		authorized, executed and delivered by the Borrower and each Borrower
		Subsidiary.
	 

	 
		ARTICLE IX
	 

	 
		COVENANTS
	 

	 
		From the Closing Date until the later of the
		Facility Termination Date or the day thereafter on which all Obligations shall
		have been finally and fully paid and performed, the Borrower hereby covenants
		and agrees as follows:
	 

	 
		 
	 

	 
		 
	 

	 
		72
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 9.1 Legal Existence and Good Standing. Except as otherwise permitted under Section 9.25, the
		Borrower shall, and the Borrower shall cause each of the Borrower Subsidiaries
		to, maintain (a) its legal existence and, if applicable, good standing in
		the jurisdiction of its formation, incorporation, or organization and
		(b) its qualification and, if applicable, good standing in all other
		jurisdictions in which the failure to maintain such qualification and good
		standing could reasonably be expected to cause a Material Adverse
		Effect.
	 

	 
		SECTION 9.2 Protection of Security Interest of the
		Lenders.
	 

	 
		(a) (i) At or prior to the Closing Date, the
		Borrower shall have filed or caused to be filed, with respect to itself and
		each other Borrower Group Member that is a grantor of security interests under
		the Security Trust Agreement, UCC-1 financing statements and amendments
		thereto, naming such Borrower Group Member as debtor, naming the Security
		Trustee (for the benefit of the Lenders, the Eligible Counterparties and the
		Administrative Agent) as secured party and describing the applicable Collateral
		(such UCC-1 financing statements and amendments to be satisfactory to the
		Administrative Agent and otherwise in form and substance sufficient to perfect
		the security interest evidenced thereby as required by the applicable Uniform
		Commercial Code to the extent such security interest may be perfected by the
		filing of financing statements), with the Washington, D.C. Office of Registry
		and in such other jurisdictions and locations as may be required to perfect the
		security interests in the Collateral granted under the Security Trust Agreement
		and/or as the Security Trustee or the Administrative Agent shall have
		reasonably required. From time to time, at or prior to each Advance Date, the
		Borrower shall execute and file (or cause to be executed and filed) such
		financing statements and cause to be executed and filed such continuation
		statements, and shall make such registrations of international interests and
		assignments thereof existing or arising under the Cape Town Convention,
		including without limitation any filings necessary under the Cape Town
		Convention (provided, that if a Lessee’s cooperation is necessary to
		effectuate any such registrations, the Borrower shall only be required to make
		such registration to the extent feasible using commercially reasonable
		efforts), all in such manner and in such places as may be required by law fully
		to preserve, maintain and protect the interest of the Administrative Agent, the
		Security Trustee and the Lenders under this Agreement and the Security Trust
		Agreement in the Collateral, and in the proceeds thereof. In addition, with
		respect to the delivery of any legal opinion in respect of the Cape Town
		Convention, stated to be a condition precedent to Advances under
		Section 6.2 hereof, but the execution and delivery of which is
		relegated to an undertaking of the Borrower under this subsection (a)(i), the
		Borrower agrees to obtain the relevant legal opinion as soon as feasible but in
		no event later than twenty (20) Business Days following the date of making the
		Advance available to the Borrower. The Borrower shall in any case deliver (or
		cause to be delivered) to the Administrative Agent file-stamped copies of, or
		filing receipts for, any document filed or registration effected as provided
		above, as soon as available following such filing or registration. In the event
		that the Borrower fails to perform its obligations under this subsection, the
		Security Trustee and the Administrative Agent may (and upon the direction of
		the Administrative Agent shall) do so at the expense of the Borrower, to the
		extent that they are legally entitled to do so. 
	 

	 
		 
	 

	 
		 
	 

	 
		73
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) Notwithstanding anything herein or in
		any other Credit Document to the contrary, the Security Trustee shall be under
		no obligation to file or prepare any financing statement or continuation
		statement or to take any action or to execute any further documents or
		instruments in order to create, preserve or perfect the security interest
		granted hereunder, such obligations being solely the obligations of the
		Borrower (or, as applicable, a Service Provider). 
	 

	 
		(b) The Borrower shall not, and shall not
		permit any other Borrower Group Member that is a grantor of a security interest
		under the Security Trust Agreement to, change its name, identity, or corporate
		structure in any manner that would or could make any financing statement or
		continuation statement filed in accordance with paragraph (a) above
		seriously misleading within the meaning of § 9-402(7) of the UCC,
		unless the Borrower shall have given the Administrative Agent at least thirty
		(30) days prior written notice thereof, and shall promptly file appropriate
		amendments to all previously filed financing statements and continuation
		statements.
	 

	 
		(c) The Borrower shall give the
		Administrative Agent at least sixty (60) days’ prior written notice of any
		change of the Borrower’s, or any other Borrower Group Member’s,
		jurisdiction of formation or organization. The Borrower shall at all times
		maintain its registered office within Bermuda, provided that the Borrower may
		be an Irish tax resident.
	 

	 
		(d) The Borrower shall furnish to the
		Security Trustee and the Administrative Agent from time to time such statements
		and schedules further identifying and describing the Collateral and such other
		reports in connection with the Collateral as the Security Trustee or the
		Administrative Agent may reasonably request, all in reasonable detail.
	 

	 
		(e) The Borrower will not maintain, nor
		permit a Lessor to maintain, for purposes of determining perfection by
		possession under applicable law, possession of any executed original
		counterparts of the Leases that would be deemed the Chattel Paper Original in a
		jurisdiction other than Ireland, unless such Lease is an executed original or
		Chattel Paper Original deposited with the Security Trustee.
	 

	 
		SECTION 9.3 Records. 

	 

	 
		(a) The Borrower shall maintain, or cause to
		be maintained, its computer systems so that, from and after the time of the
		Closing Date, its Records indicate clearly that the Collateral is directly or
		indirectly owned by Borrower or another Borrower Group Member.
	 

	 
		(b) The Borrower shall, at its own cost and
		expense, maintain and update, or cause to be maintained and updated, complete
		records of the Aircraft, the Leases and the other Aircraft Assets, consistent
		with the Servicer Standard of Performance.
	 

	 
		SECTION 9.4 Other Liens or Interests.
	 

	 
		(a) Except for the security interest granted
		under the Security Trust Agreement, and as otherwise permitted under the
		Transaction Documents, the Borrower will not sell, pledge, assign or transfer
		to any other Person (other than as permitted hereunder), or grant, create,
		incur, assume or suffer to exist any Adverse Claim, in each case other than in
		respect of Permitted Liens, on any of the Borrower’s assets, including,
		without limitation, any Aircraft or other
	 

	 
		 
	 

	 
		 
	 

	 
		74
	 

	 
		 
	 



	 
	 

	 

	 
		Aircraft Assets, the Collateral or any
		interest therein, and the Borrower shall defend the right, title, and interest
		of the Security Trustee (for the benefit of the Secured Parties) in and to the
		Collateral against all claims of third parties claiming through or under the
		Borrower.
	 

	 
		(b) Except for the security interest granted
		under the Security Trust Agreement, and as otherwise permitted under the
		Transaction Documents, the Borrower shall cause each Borrower Subsidiary not to
		sell, pledge, assign or transfer to any other Person, or grant, create, incur,
		assume or suffer to exist any Adverse Claim, in each case other than in respect
		of Permitted Liens, on any of the Borrower Subsidiaries’ assets,
		including, without limitation, any Aircraft or other Aircraft Assets, or the
		Collateral owned by, entered into by or related to such Borrower Subsidiary, or
		any interest therein. Without limiting the foregoing, the Borrower will not,
		and will not cause or permit any Borrower Subsidiary to, do anything to impair
		the rights of the Administrative Agent or the Lenders in any Aircraft or other
		Aircraft Assets, or any Leases, Related Security or other Collateral owned by,
		entered into by or related to such Borrower Subsidiary, or any interest therein
		other than to the extent expressly permitted under the Transaction
		Documents.
	 

	 
		SECTION 9.5 Negative Pledge Clause. The Borrower shall not, and the Borrower shall not
		cause or permit any Borrower Subsidiary to enter into or cause, suffer or
		permit to exist, any agreement with any Person other than the Security Trustee,
		the Administrative Agent and any Lender pursuant to this Agreement or any other
		Transaction Documents which prohibits or limits the ability of the Borrower or
		any Borrower Subsidiary to create, incur, assume or suffer to exist any Adverse
		Claim upon any of its property, assets or revenues, whether now owned or
		hereafter acquired other than in respect of Permitted Liens.
	 

	 
		SECTION 9.6 Maintain Properties. The Borrower shall (i) with respect to each
		Aircraft that is subject to a Lease, cause, directly or indirectly, through any
		Borrower Subsidiary, such Aircraft to be maintained in a state of repair and
		condition substantially consistent with Leasing Company Practice with respect
		to similar aircraft under lease, taking into consideration, among other things,
		the identity of the relevant Lessee (including operating experience thereof)
		the age and condition of the Aircraft and the jurisdiction in which such
		Aircraft will be operated or registered under any Lease, and (ii) with
		respect to each Aircraft that is not subject to a Lease, maintain, and cause
		each Borrower Subsidiary to maintain, such Aircraft in a state of repair and
		condition substantially consistent with Leasing Company Practice with respect
		to aircraft not under lease. Notwithstanding the foregoing, no breach of this
		Section 9.6 shall be deemed to have occurred by virtue of any Third
		Party Event; provided that (i) neither the Borrower nor any Borrower
		Subsidiary consents or has consented to such Third Party Event; and (ii) the
		Borrower or such Borrower Subsidiary which is the lessor or owner of such
		Aircraft promptly and diligently takes such customary actions consistent with
		Leasing Company Practice 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.
		The Borrower shall and shall cause each Borrower Subsidiary to maintain all
		properties other than Financed Aircraft necessary to its operations in good
		working order and condition, make all needed repairs, replacements and renewals
		to such properties, and maintain free from Adverse Claims all trademarks, trade
		names, patents, copyrights, trade secrets, know-how, and other intellectual
		property and proprietary information (or adequate licenses
	 

	 
		 
	 

	 
		75
	 

	 
		 
	 



	 
	 

	 

	 
		thereto), in each case as are reasonably
		necessary to conduct its business as currently conducted or as contemplated
		hereby, all in accordance with customary and prudent business practices.

	 

	 
		SECTION 9.7 Ownership, Operation and Leasing of Financed
		Aircraft. The Borrower shall not, and
		shall not permit any Borrower Subsidiary to:
	 

	 
		(a) Other than in connection with a sale,
		transfer or other disposition permitted under Section 9.8, permit any
		Person other than the applicable Aircraft Owning Entity (or an Owner
		Participant as the Owner of all of the beneficial interest in an Owner Trust)
		to own beneficially or of record any Aircraft (except to the extent required by
		applicable law); provided that,
		in connection with an Aircraft that is proposed to not be Owned by a Borrower
		Subsidiary pursuant to subclause (x) of Section 9.8
		below (each such entity which Owns an Aircraft, a “Section 9.7(a) Entity”), the Administrative Agent shall have received
		(in addition to any other requirements provided in this Agreement) payment of
		all costs and expenses (including legal fees) accrued prior to the making of
		the Advance in respect of such transaction in accordance with Section 16.4
		hereof to the extent invoiced or otherwise notified to the Borrower in writing
		and in a manner and at such time as the Administrative Agent and the Borrower
		may have agreed;
	 

	 
		(b) Enforce any Lease with respect to any
		Aircraft in a manner other than the manner in which the Servicer is required to
		enforce such Lease under the Servicing Agreement; 
	 

	 
		(c) Enter into a Lease with respect to an
		Aircraft unless such Lease is an Eligible Lease; and
	 

	 
		(d) Enter into a Future Lease with a Lessee
		if that would result in a Lessee Limitation Event. 
	 

	 
		SECTION 9.8 Limitation on Disposition of Aircraft. The Borrower shall not sell, transfer or otherwise
		dispose of any Aircraft or any Equity Interest in any Borrower Subsidiary, or
		allow any Borrower Subsidiary to sell, transfer or otherwise dispose of any
		Aircraft or any Equity Interest in any Borrower Subsidiary, except (x) in
		connection with a transfer of title or another interest in an Aircraft (1) to
		or in favor of a trust or entity that is not a Borrower Subsidiary for the
		purposes of registering the Aircraft under the laws of an applicable
		jurisdiction, or for tax or other regulatory purposes, where the Borrower or a
		Borrower Subsidiary retains the beneficial or economic ownership of the
		Aircraft or (2) from such trust or entity to the Borrower or a Borrower
		Subsidiary, except that, without the consent of the Administrative Agent, at
		any one time not more than three Aircraft may be subject to the arrangements
		described in subclause (1) of this subclause (x) or subclause (x) of the
		definition of “Permitted Lien”, to the extent that such arrangements
		cause title to such Aircraft to be held by Persons that are not Borrower
		Subsidiaries, (y) in connection with transfers wholly among the Borrower Group
		Members, or (z) pursuant to any such other sale, transfer or other disposition
		in which the following conditions are satisfied:
	 

	 
		(a) such sale, transfer or other disposition
		is not structured as a sale and leaseback transaction;
	 

	 
		 
	 

	 
		76
	 

	 
		 
	 



	 
	 

	 

	 
		(b) until the Borrower shall have delivered
		to the Administrative Agent the initial Periodic Appraisals, the price for such
		sale, transfer or other disposition (net of closing costs, broker fees and
		other related expenses, and net of Tax liabilities payable by the Borrower or
		any Borrower Subsidiary attributable to such sale, transfer or disposition)
		equals or exceeds an amount equal to the Allocable Advance Amount together with
		accrued interest thereon with respect to the related Aircraft as of the date of
		such sale, transfer or other disposition (if the date of such sale, transfer or
		other disposition is a Payment Date) or as of the immediately preceding Payment
		Date (if the date of such sale, transfer or other disposition is not a Payment
		Date); 
	 

	 
		(c) such sale, transfer or other disposition
		(other than with respect to Out-of-Production Aircraft) will not result in an
		Aircraft Limitation Event or a Lessee Limitation Event;
	 

	 
		(d) no Event of Default shall have occurred
		at or prior to the time of, or shall occur as a result of, such sale, transfer
		or other disposition; and
	 

	 
		(e) after giving effect to such sale,
		transfer or other disposition, and if the date of such sale, transfer or other
		disposition is a Payment Date, after giving effect to the distribution of funds
		under the Flow of Funds on such Payment Date, or if not, then after giving
		effect to the distribution of funds under the Flow of Funds on the next Payment
		Date, no Borrowing Base Deficiency will exist.
	 

	 
		Any Borrower Subsidiary may sell an Aircraft
		pursuant to a purchase option or other agreement of a similar character with a
		Lessee or transfer an Aircraft to a Lessee or its insurer following the receipt
		by the Security Trustee of insurance, requisition or condemnation proceeds in
		connection with an Event of Loss and in either such case the conditions set
		forth in clauses (z)(a) through (e) above shall have been satisfied
		(provided that the Security Trustee shall have no obligation to
		verify that such conditions have been satisfied). The Borrower shall deposit,
		and shall cause the Borrower Subsidiaries to immediately deposit, in each case
		with written notice to the Security Trustee, the proceeds of any such sale,
		transfer or other disposition described in clause (z) above, including, without
		limitation any such sale, transfer or other disposition of any Aircraft or any
		Equity Interests in any Borrower Subsidiary in connection with any Capital
		Markets Transaction, into the Collection Account for application thereof (i) on
		the date of such deposit (in the case of the proceeds of a Capital Markets
		Transaction or any significant sale, transfer or other disposition designated
		as such by the Administrative Agent) in the order of priority set forth in the
		Flow of Funds hereof with such holdbacks with respect to applications of funds
		(other than applications to the repayment of Advances) as the Administrative
		Agent deems desirable and (ii) on the next succeeding Payment Date (in any case
		other than the case of the proceeds of a Capital Markets Transaction or any
		significant sale, transfer or other disposition designated as such by the
		Administrative Agent) in accordance with the Flow of Funds. On the date of any
		such sale, transfer or other disposition, the Borrower shall deliver to the
		Administrative Agent amended and restated copies of Schedule I,
		Schedule II, and
		Schedule III hereto
		containing information that is correct after giving effect to such sale,
		transfer or other disposition.
	 

	 
		Notwithstanding the foregoing, an Aircraft
		that has suffered an Event of Loss may be disposed of at the direction of an
		insurer that provided insurance covering such Event of Loss and has paid

	 

	 
		 
	 

	 
		 
	 

	 
		77
	 

	 
		 
	 



	 
	 

	 

	 
		into the Collection Account all insurance
		proceeds to which the Security Trustee, the Borrower and/or the applicable
		Borrower Subsidiary are entitled to receive in connection with such Event of
		Loss.
	 

	 
		SECTION 9.9 Extension, Amendment or Replacement of
		Leases.
	 

	 
		(a) The Borrower shall not allow any
		Borrower Subsidiary to amend, replace, or waive any term of, or otherwise
		modify any Lease if the effect of such amendment or waiver would cause such
		Lease to cease to comply with the Core Lease Provisions.
	 

	 
		(b) Upon the termination of any Lease with
		respect to any Aircraft, the Borrower shall cause the applicable Borrower
		Subsidiary to use its reasonable commercial efforts to renew or extend such
		Lease or lease such Aircraft to another Eligible Carrier pursuant to an
		Eligible Lease and otherwise shall be in compliance with the terms of the
		Servicing Agreement. No such additional Lease shall be permitted if it would
		constitute a Lessee Limitation Event; provided that no
		Lessee Limitation Event shall be deemed to have occurred as a result of the
		renewal, extension or replacement of any Lease with the same Eligible
		Carrier.
	 

	 
		(c) Upon execution of any renewal, extension
		or replacement Lease, the Borrower or the applicable Borrower Subsidiary shall
		comply with the provisions of Section
		2.11(e), (f) or
		(g) of the Security Trust Agreement, as applicable, and
		deliver:
	 

	 
		(i) to the Security Trustee, and only if the
		Lease is with a Lessor organized under the laws of a State (or the District of
		Columbia) within the United States within the meaning of Article 9 of the UCC,
		the Chattel Paper Original of such renewal, extension or replacement
		Lease;
	 

	 
		(ii) to the Security Trustee, a Notice and
		Acknowledgment with respect to such Lease;
	 

	 
		(iii) to the Security Trustee and the
		Administrative Agent, certificates of insurance from qualified brokers of
		aircraft insurance (or other evidence satisfactory to the Administrative
		Agent), evidencing all insurance required to be maintained by the applicable
		Obligor, together with endorsements naming (i) the Security Trustee, for
		the benefit of the Administrative Agent and the Lenders, as a “contract
		party” and listing the relevant Transaction Documents as
		“contracts” for purposes of certificates incorporating Lloyd’s
		AVN67B endorsements or similar language or as “loss payee” or as an
		“additional insured”, if applicable and (ii) each of the
		Borrower, the Borrower Subsidiary that is the owner, or lessor, of such
		Aircraft, the Security Trustee and the Administrative Agent, on behalf of the
		Lenders, as an additional insured (except to the extent that the applicable
		Lease does not require the addition of the Administrative Agent as an
		additional insured); 
	 

	 
		(iv) to the Administrative Agent, promptly
		and in any case within 15 days, a copy of such Lease, and an amended and
		restated Schedule III hereto
		incorporating all information required under such schedule with respect to such
		renewal, extension or replacement Lease; and
	 

	 
		 
	 

	 
		 
	 

	 
		78
	 

	 
		 
	 



	 
	 

	 

	 
		(v) to the Security Trustee, with respect to
		any renewal, extension or replacement Lease, copies of such legal opinions with
		regard to compliance with the registration requirements of the relevant
		jurisdiction, enforceability of such Lease and such other matters customary for
		such transactions, in each case to the extent that receiving such legal
		opinions is consistent with Leasing Company Practice. 
	 

	 
		SECTION 9.10 Servicing Agreement.
	 

	 
		(a) No Modifications. The Borrower shall not amend, terminate, restate,
		supplement or otherwise modify any Service Provider Agreement in any respect,
		other than with respect to any amendment, supplement or modification to be
		entered into for the purposes of referencing additional Borrower Subsidiaries
		or other parties and/or Aircraft or adding additional terms and conditions to
		any Service Provider Agreement in order to comply with applicable law.
	 

	 
		(b) Service Provider Agreements. The Borrower shall take all actions as are necessary
		to be in compliance with the Service Provider Agreements and to enforce
		compliance with the applicable Service Standard of Performance under the
		Service Provider Agreement to which it is party. 
	 

	 
		(c) Fees. The
		Borrower shall not, and shall not cause or permit any Borrower Subsidiary to,
		pay any management or other fee to the Service Providers or any Affiliate
		thereof other than payment of Service Provider Fees to the extent contemplated
		by the Service Provider Agreements.
	 

	 
		(d) Breaches. The
		Borrower shall not commit any material breach of any Service Provider
		Agreement.
	 

	 
		SECTION 9.11 Representations Regarding Operation. The Borrower shall not, and shall not cause or permit
		any Borrower Subsidiary to represent or hold out, or permit any Applicable
		Carrier or Owner Trustee to represent or hold out, the Security Trustee, the
		Administrative Agent or any Lender as (i) the owner or lessor of any
		Aircraft, (ii) carrying goods or passengers on any Aircraft, or
		(iii) being in any way responsible for any operation of carriage (whether
		for hire or reward or gratuitously) with respect to any Aircraft.
	 

	 
		SECTION 9.12 Costs and Expenses. The Borrower shall pay all of its and its
		Subsidiaries’ reasonable costs and disbursements in connection with the
		performance of its obligations hereunder and under the Transaction
		Documents.
	 

	 
		SECTION 9.13 Compliance with Laws, Etc. The Borrower shall, and shall cause each Borrower
		Subsidiary to, comply in all material respects with all Requirements of Law
		(including, without limitation, any Environmental Law), rules, regulations and
		orders and preserve and maintain its corporate existence, rights, franchises,
		qualifications, and privileges except to the extent that the failure so to
		comply with such laws, rules and regulations or the failure so to preserve and
		maintain such existence, rights, franchises, qualifications, and privileges
		would not materially adversely affect the Collateral, the collectibility of
		monies owed under the Leases or the ability of the Borrower, any Service
		Provider or such Borrower Subsidiary to perform its obligations under the
		Transaction Documents.
	 

	 
		 
	 

	 
		 
	 

	 
		79
	 

	 
		 
	 



	 
	 

	 

	 
		Without limiting the foregoing, the Borrower
		shall, and shall cause the Aircraft Owning Entities and Owner Participants to,
		obtain all material governmental (including regulatory) registrations,
		certificates, licenses, permits and authorizations required in connection with
		the Transaction Documents and for the use and operation of the Aircraft Owned
		by it, including, without limitation, a current certificate of airworthiness
		for each Aircraft (issued by the applicable aviation authority and in the
		appropriate category for the nature of operations of such Aircraft), except
		that (A) no certificate of airworthiness will be required for any Aircraft
		(x) during any period when such Aircraft is undergoing maintenance,
		modification or repair, or (y) following the withdrawal or suspension by
		such applicable aviation authority of certificates of airworthiness in respect
		of all aircraft of the same model or period of manufacture as such Aircraft (in
		which case the Borrower and any applicable Borrower Subsidiary will comply with
		all directions of such applicable aviation authority in connection with such
		withdrawal or suspension), or (z) with respect to a Lessee as provided in the
		immediately succeeding paragraph, (B) no registrations, certificates,
		licenses, permits or authorizations required for the use or operation of any
		Aircraft need be obtained with respect to any period when such Aircraft is not
		being operated and (C) no such registrations, certificates, licenses,
		permits or authorizations will be required to be maintained for any Aircraft
		that is not the subject of a Lease, except to the extent required under
		Requirements of Law.
	 

	 
		Notwithstanding the foregoing, no breach of
		this Section 9.13 shall be deemed to have occurred by virtue of any act
		or omission of a lessee or sub-lessee, or of any Person which has possession of
		the Aircraft or any engine for the purpose of repairs, maintenance,
		modification or storage, or by virtue of any requisition, seizure, or
		confiscation of the Aircraft (other than seizure or confiscation arising from a
		breach by the Borrower or a Borrower Subsidiary of this Section 9.13) (each, a
		“Third Party Event”); provided, that
		(i) neither the Borrower nor any Borrower Subsidiary consents or has
		consented to such Third Party Event; and (ii) the Borrower or Borrower
		Subsidiary which is the lessor or owner (or beneficial owner) of such Aircraft
		promptly and diligently takes such actions as a leading international aircraft
		operating lessor would customarily 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 is located), seeking to compel any
		applicable Obligor or any other relevant Person to remedy such Third Party
		Event or seeking to repossess the relevant Aircraft or engine.
	 

	 
		SECTION 9.14 Environmental Compliance. If the Borrower or any of the Borrower Subsidiaries
		shall receive any letter, notice, complaint, order, directive, claim or
		citation alleging that the Borrower, any Service Provider or any of the
		Borrower Subsidiaries has violated any Environmental Law, has released any
		Hazardous Material in violation of any Environmental Law, or is liable for the
		costs of cleaning up, removing, remediating or responding to a release of
		Hazardous Materials, the Borrower shall, and shall cause any such Borrower
		Subsidiary to, within the time period permitted and to the extent required by
		the applicable Environmental Law or the Government Entity responsible for
		enforcing such Environmental Law, remove or remedy such violation or release or
		satisfy such liability.
	 

	 
		SECTION 9.15 Employee Benefit Plans; Employees. Neither the Borrower nor any Borrower Subsidiary shall
		have (i) any Employee Benefit Plan, any Multiemployer Plan or any Pension
		Plan, or any obligation to fund any such plan, or (ii) more than two
		employees other
	 

	 
		 
	 

	 
		 
	 

	 
		80
	 

	 
		 
	 



	 
	 

	 

	 
		than as required by any provisions of local
		law (or in order to obtain more favorable tax treatment), provided that trustees and directors shall not be deemed to be
		employees for purposes of this covenant.
	 

	 
		SECTION 9.16 Compliance. The
		Borrower shall comply, and shall cause each Borrower Subsidiary to comply, in
		all material respects with the provisions of the Transaction Documents. The
		Borrower shall ensure that title to each Aircraft shall be held in a special
		purpose bankruptcy remote entity (including a trust) (but not the Borrower)
		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 Borrower Subsidiaries;
		provided that title to each Aircraft shall be held in a single
		entity unless the Borrower has commercial reasons to have title to more than
		one Aircraft held in a single entity but in no event shall title to more than
		three Aircraft be held in any one such entity.
	 

	 
		SECTION 9.17 Notice of Adverse Claim or Loss. The Borrower shall notify the Security Trustee and the
		Administrative Agent promptly, in writing and in reasonable detail, (i) of
		any Adverse Claim known to it made or asserted against any of the Collateral
		(other than Permitted Liens), (ii) of the occurrence of any event which
		would have a material adverse effect on the assignments and security interests
		granted by the Borrower or the Borrower Subsidiaries under any Transaction
		Document, (iii) as soon as the Borrower or any Borrower Subsidiary becomes
		aware, of any loss, theft, damage, or destruction to any Aircraft if the
		potential cost of repair or replacement of such asset (without regard to any
		insurance claim related thereto) may exceed the greater of the damage
		notification threshold under the relevant Lease and $2,000,000; and (iv) as
		soon as the Borrower or any Borrower Subsidiary becomes aware of any settlement
		offer received by the Servicer with respect to any claim of damage or loss in
		excess of $10,000,000 with respect to an Aircraft.
	 

	 
		SECTION 9.18 Reporting Requirements.
	 

	 
		(a) The Borrower (itself or through any
		applicable Service Provider) shall furnish, or cause to be furnished, to the
		Administrative Agent and, in the case of clauses (i) and (vi) below, to the
		Security Trustee:
	 

	 
		(i) on each Determination Date, the Monthly
		Report;
	 

	 
		(ii) as soon as available and in any event
		within 90 days after the end of each Fiscal Year, a copy of the audited
		consolidated financial statements, prepared in accordance with GAAP, for such
		year of (x) Genesis Group and (y) the Borrower and its consolidated
		Subsidiaries, certified by any firm of nationally recognized independent
		certified public accountants reasonably acceptable to the Administrative Agent,
		accompanied by a certificate of the officer in charge of financial matters of
		GLS or the Borrower, as applicable, identifying such financial statements as
		being the financial statements of such Person described in this
		paragraph (ii) and stating that the information set forth therein
		fairly presents the financial condition of GLS or the Borrower, as applicable,
		and its consolidated Subsidiaries as of the last day of such Fiscal Year then
		ended, in conformity with GAAP; 
	 

	 
		 
	 

	 
		 
	 

	 
		81
	 

	 
		 
	 



	 
	 

	 

	 
		(iii) as soon as available and in any event
		within 60 days after the end of each of the first three quarters of each Fiscal
		Year, with respect to (x) Genesis Group and (y) the Borrower and its
		consolidated Subsidiaries, unaudited consolidated balance sheets as of the end
		of such quarter and as at the end of the previous Fiscal Year, and consolidated
		statements of income for such quarter and for the period commencing at the end
		of the previous Fiscal Year and ending with the end of such quarter prepared in
		accordance with GAAP, certified by the officer in charge of financial matters
		of GLS or the Borrower, as applicable, identifying such balance sheets or
		statements as being the balance sheets or statements of such Person described
		in this paragraph (iii) and stating that the information set forth therein
		fairly presents the financial condition of GLS or the Borrower, as applicable,
		and its consolidated Subsidiaries as of the last day of such quarter of such
		Fiscal Year in conformity with GAAP, subject to year-end adjustments and
		omissions of footnotes and subject to the auditors’ year end
		report;
	 

	 
		(iv) promptly after receipt thereof, a copy
		of any “management letter” received by the Borrower from its
		certified public accountants and the management’s response thereto;

	 

	 
		(v) on each Determination Date and on each
		third Determination Date following the Closing Date, the Borrower shall deliver
		or cause to be delivered a Servicer’s Monthly Report or a Servicer’s
		Quarterly Report, respectively, provided by the Servicer pursuant to the
		Servicing Agreement, in form and substance acceptable to the Administrative
		Agent;
	 

	 
		(vi) as soon as possible and in any event
		within five (5) days after the occurrence of a Default, an Event of Default, a
		Servicer Termination Event, or an event that would constitute a Servicer
		Termination Event but for the passage of time or the giving of notice or both,
		a written statement of an officer in charge of financial matters of the
		Borrower setting forth complete details of such Default, Event of Default,
		Servicer Termination Event or any such other event, and the action, if any,
		which the Borrower has taken, is taking and proposes to take with respect
		thereto;
	 

	 
		(vii) promptly, from time to time, such
		other information, documents, Records or reports respecting the Aircraft, the
		Leases, the Equity Interests of the Borrower Subsidiaries, the Related Security
		or the condition or operations, financial or otherwise, of the Borrower, the
		Borrower Subsidiaries or any of their respective Subsidiaries which the
		Security Trustee, the Administrative Agent or a Lender may, from time to time,
		reasonably request;
	 

	 
		(viii) prompt written notice of the issuance
		by any court or governmental agency or authority of any injunction, order,
		decision or other restraint prohibiting, or having the effect of prohibiting,
		the making of the Advances hereunder, or invalidating, or having the effect of
		invalidating, any provision of this Agreement, or any other Transaction
		Document, or the initiation of any litigation or similar proceeding seeking any
		such injunction, order, decision or other restraint, in each case, of which it
		has knowledge;
	 

	 
		 
	 

	 
		 
	 

	 
		82
	 

	 
		 
	 



	 
	 

	 

	 
		(ix) as soon as is available and in any case
		within thirty (30) days of the Board of Directors of the Borrower approving the
		Lease Operating Budget and the Aircraft Asset Expenses Budget (each as defined
		in the Servicer Agreement), a copy of each such budget as well as any
		amendments or modifications to such budgets;
	 

	 
		(x) promptly, upon the request of the
		Administrative Agent, any reports, documentation, or other written material
		required to be submitted by the Servicer to the Manager pursuant to the
		Servicing Agreement, subject to the confidentiality and other provisions of the
		Servicing Agreement;
	 

	 
		(xi) as soon as is available and in any case
		within sixty (60) days of the Report Date, a Periodic Appraisal from the
		Appraisers together with a revised Aircraft Value & Borrowing Base Schedule
		(if applicable) as of a date not earlier than sixty (60) days prior to the date
		such Appraisal is furnished and, at any time during the continuance of an Event
		of Default, at the Administrative Agents’ request, an Appraisal of the
		Aircraft specified in such request from the Appraisers; 
	 

	 
		(xii) a certificate of the officer in charge
		of financial matters of the Genesis Group setting forth in reasonable detail
		the calculations necessary to demonstrate the amount of EBITDA and Interest
		Expense as of the end of each fiscal quarter;
	 

	 
		(xiii) in conjunction with the delivery of
		each report provided by the Servicer, and at any time there is a loss, sale or
		other disposition of any Aircraft within the Borrower’s Portfolio, the
		Borrower shall provide a borrowing base certification demonstrating in a form
		satisfactory to the Administrative Agent that no Borrowing Base Deficiency
		exists at the time of such certification; and
	 

	 
		(xiv) on each third Determination Date
		following the Closing Date, the Borrower shall provide an officer’s
		certificate, in a form reasonably acceptable to the Administrative Agent,
		certifying that no Default has occurred and is continuing as of the date of
		such certification.
	 

	 
		(b) The Borrower shall provide each Service
		Provider with any and all information reasonably necessary or appropriate for
		such Service Provider in connection with its duties hereunder and under the
		applicable Service Provider Agreements.
	 

	 
		(c) The Administrative Agent and the Lenders
		are hereby authorized to deliver a copy of any such financial or other
		information delivered hereunder to the Lenders or to the Administrative Agent,
		to any Government Entity having jurisdiction over any such Person pursuant to
		any written request therefor or in the ordinary course of examination of loan
		files, to any rating agency in connection with their respective ratings of
		commercial paper issued by any Lender or to any other Person who shall acquire
		or consider the assignment of, or acquisition of any interest in, any
		Obligation permitted by this Agreement; provided, that such Person (not
		including any Government Entity or any rating agency) agrees in writing to the
		confidentiality provisions set forth in Section 16.15.
	 

	 
		 
	 

	 
		 
	 

	 
		83
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 9.19 Corporate Separateness. 
	 

	 
		(a) Except to the extent permitted in this
		Agreement or the other Transaction Documents, the Borrower shall, and shall
		cause each Borrower Subsidiary to, maintain certain policies and procedures
		relating to its existence as a separate corporation, company or other legal
		entity as follows: 
	 

	 
		(i) the Borrower acknowledges its receipt of
		a copy of that certain opinion letter issued by Conyers Dill & Pearman,
		dated as of the Closing Date addressed to, among others, the Administrative
		Agent and addressing the issue of substantive consolidation as it may relate to
		the Borrower, on the one hand, and the Servicer or the Manager, on the other
		hand. The Borrower hereby agrees to maintain, and to cause each Borrower
		Subsidiary to maintain, in place all policies and procedures, and take and
		continue to take all actions, relating to the Borrower or such Borrower
		Subsidiaries, as applicable; provided that
		the Borrower or any such Borrower Subsidiary may cease to maintain any policy
		or procedure if and to the extent that the Borrower or such Borrower Subsidiary
		delivers to the Administrative Agent an Opinion of Counsel reasonably
		acceptable to the Administrative Agent providing that such policy or procedure
		is no longer necessary, due to a change in law or otherwise, for the rendering
		of such earlier opinion relating to the issue of substantive
		consolidation.
	 

	 
		(ii) The Borrower shall, and shall cause
		each Borrower Subsidiary to: 
	 

	 
		(A) maintain its own books and records and
		bank accounts separate from those of the Servicer, the Manager and any other
		Person except as otherwise contemplated by the constitutional documents of the
		Borrower Group Members or the Transaction Documents; 
	 

	 
		(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 Borrower
		Group Member that is a grantor trust, have a board of directors separate from
		that of the Servicer, the Manager 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 Borrower
		Group Member that is a grantor trust, cause its board of directors to meet at
		least quarterly 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 the Servicer, the Manager
		and any other Person;
	 

	 
		(F) prepare separate financial statements
		and separate tax returns, and if separate returns for the Borrower and the
		Manager are required under applicable tax law, or if part of a consolidated
		group, then it will be shown as a
	 

	 
		 
	 

	 
		 
	 

	 
		84
	 

	 
		 
	 



	 
	 

	 

	 
		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 the Servicer or the Manager);
	 

	 
		(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) except as permitted by this Agreement,
		pay its own liabilities only out of its own funds; 
	 

	 
		(N) maintain adequate capital in light of
		its contemplated business purpose, transactions and liabilities;
	 

	 
		(O) not acquire the securities of the
		Servicer or the Manager;
	 

	 
		(P) cause its Board of Directors and any
		officers, managers, agents and other representatives of the Borrower or such
		Borrower Subsidiary, as applicable, to act at all times with respect to the
		Borrower or such Borrower subsidiary, as the case may be, consistently and in
		furtherance of the foregoing and in compliance with Applicable Law; and
	 

	 
		(Q) except with regard to any trust of which
		the Borrower or a Subsidiary is the holder of the beneficial interest, to have
		at least two Independent Directors who may be an Independent Director serving
		on the board of directors of any of the other Borrower Group Members.
	 

	 
		(iii) Subject to requirements of applicable
		Bermuda law, the Company shall do all things necessary to maintain itself in
		existence as an “exempted company” under the laws of Bermuda. 

	 

	 
		SECTION 9.20
		Bankruptcy and Insolvency; Corporate
		Governance. The Borrower (i) shall
		promptly provide the Security Trustee and the Administrative Agent with written
		notice of the institution of any proceeding by or against the Borrower or any
		Borrower Subsidiary, as
	 

	 
		 
	 

	 
		 
	 

	 
		85
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		the case may be, seeking to adjudicate any
		of them bankrupt or insolvent, or seeking liquidation, Irish law examinership,
		winding up, reorganization, arrangement, adjustment, protection, relief or
		composition of their debts under any law relating to bankruptcy, insolvency or
		reorganization, Irish law examinership or relief of debtors, or seeking the
		entry of an order for relief or the appointment of a receiver, trustee, Irish
		law examiner or other similar official for either all or for any substantial
		part of its property; (ii) shall not take any action to waive, repeal,
		amend, vary, supplement or otherwise modify its constitutional documents, or
		those of any Borrower Subsidiary in a manner that would adversely affect the
		rights, privileges or preferences of any Lender, as determined by the
		Borrower’s Board of Directors, and (iii) shall not, without an
		affirmative unanimous written resolution of the Board of Directors, take any
		action to waive, repeal, amend, vary, supplement or otherwise modify the
		provisions of its constitutional documents which require unanimous resolution
		of the shareholders of the Borrower or those of any Borrower Subsidiary and
		shall not permit any Borrower Subsidiary to take any such action without an
		affirmative unanimous written resolution of the Board of Directors of such
		Borrower Subsidiary.
	 

	 
		SECTION 9.21 Limitation on Engaging in Business
		Activities. The Borrower shall not, and
		shall not permit any Borrower Subsidiary to, engage in any business or activity
		other than:
	 

	 
		(a) acquiring, purchasing, owning, holding,
		converting, maintaining, modifying, managing, operating, leasing, re-leasing
		and, subject to the limitations set forth in this Section 9.21, selling or
		otherwise disposing of Aircraft and spare engines and entering into all
		contracts and engaging in all related activities incidental thereto, including
		from time to time accepting, exchanging, holding or permitting any Borrower
		Subsidiary to accept, exchange 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”);
	 

	 
		(b) providing loans to, guaranteeing or
		otherwise supporting the obligations and liabilities of any Borrower Group
		Member, in each case on such terms and in such manner as the Board of Directors
		sees fit and (whether or not the Borrower or any Borrower 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 (a) of this
		Section 9.21;
	 

	 
		(c) financing or refinancing the business
		activities described in clause (a) of this Section 9.21 through the
		offer, sale and issuance of any securities of the Borrower upon such terms and
		conditions as the Board of Directors sees fit, for cash or in payment or in
		partial payment of any property purchased or otherwise acquired by any Borrower
		Group Member;
	 

	 
		(d) 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 Borrower’s or any Borrower Subsidiary’s property
		or assets, within limits and with providers 
	 

	 
		 
	 

	 
		 
	 

	 
		86
	 

	 
		 
	 



	 
	 

	 

	 
		specified in a resolution duly adopted by
		the Board of Directors of the Borrower, 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
		the Borrower shall not, and shall not permit any Borrower Subsidiary to, enter
		into any such hedging arrangements or other instruments that are inconsistent
		with the Borrower’s Hedging Policy;
	 

	 
		(e) (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 (a) above; provided that
		written notification shall have been given to the Administrative Agent that
		such company, trust, syndicate, partnership or other entity is set up in
		compliance with this Agreement, (B) acquiring, holding and disposing of
		shares, securities and other interests in any such company, trust syndicate,
		partnership or other entity and (C) disposing of shares, securities and
		other interests in, or causing the dissolution of, any existing subsidiary;
		provided that any such disposition which results in the
		disposition of an Aircraft meets the requirements set forth in Section 9.8 hereof;
		and
	 

	 
		(f) taking out, acquiring, surrendering and
		assigning policies of insurance and assurances with any insurance company or
		companies which the Borrower or any Borrower Subsidiary may deem appropriate
		and paying the premiums thereon.
	 

	 
		SECTION 9.22 Limitation on Transactions with
		Affiliates. The Borrower shall not, and
		shall not permit any Borrower 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 Borrower or any Borrower Subsidiary,
		except upon fair and reasonable terms no less favorable to the Borrower or such
		Borrower 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 Borrower Group or pursuant to the terms of the Transaction Documents; (ii)
		any transaction within the Borrower Group; (iii) the payment of reasonable and
		customary fees to, and the provision of reasonable and customary liability
		insurance in respect of a member of the Borrower’s Board of Directors;
		(iv) any dividends permitted by this Agreement; and (v) any capital
		contribution to any Borrower Group Member.
	 

	 
		SECTION 9.23 Limitation on Modification Payments and Capital
		Expenditures. The Borrower shall not,
		and shall not permit any Borrower 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 cargo or mixed use aircraft, or for the purpose of
		purchasing or otherwise acquiring any engines or parts outside of the ordinary
		course of business, in each case other than (i) any capital expenditure made in
		the ordinary course of 
	 

	 
		 
	 

	 
		 
	 

	 
		87
	 

	 
		 
	 



	 
	 

	 

	 
		business in connection with a lease or sale
		of such Aircraft and (ii) (x) maintenance expenses to keep such Aircraft
		airworthy in all respects and in good repair and condition in accordance with
		international airline industry standards, (y) expenses incurred in order
		to comply with all airworthiness directives and mandatory orders and other
		requirements applicable to such Aircraft (each such non-excluded expenditure, a
		“Modification
		Payment”); provided, that
		(a) the Borrower may make any capital expenditures, including any Modification
		Payments, from funds distributed to the Borrower pursuant to the Flow of Funds
		so long as no Event of Default shall then exist or would occur as a result
		thereof and (b) no Aircraft Conversion shall result in an Aircraft Limitation
		Event, and (z) any capital expenditures which may be made by the Servicer
		without the express prior written approval of the Borrower under Section 7.04
		of the Servicing Agreement; provided that
		this clause (z) shall not be deemed to permit modifications to the then current
		Approved Budget to the extent that such modifications consist of capital
		expenditures not otherwise permitted under this Section 9.23.
	 

	 
		SECTION 9.24 Limitation on Certain Restrictions on Borrower
		Subsidiaries. The Borrower shall not,
		and shall not cause or permit any Borrower Subsidiary to, directly or
		indirectly, create or otherwise cause or suffer to exist or become effective
		any encumbrance or restriction on the ability of any Borrower Subsidiary to
		(i) pay dividends or make any other distributions on its Equity Interests
		owned by the Borrower or any other Borrower Subsidiary or pay any Indebtedness
		owed to the Borrower or any other Borrower Subsidiary, (ii) make loans or
		advances to the Borrower or any other Borrower Subsidiary in accordance with
		Section 9.21(b) or (iii) transfer any of its properties to the Borrower or
		any other Borrower Subsidiary, except for such encumbrances or restrictions
		existing under or by reason of (x) a Requirement of Law, (y) this
		Agreement or any other Transaction Documents or (z) any Lease or any agreement
		regarding the sale of an Aircraft or a Borrower Subsidiary to be made in
		compliance with Section
		9.8 hereof.
	 

	 
		SECTION 9.25 Mergers, Etc. Except as otherwise permitted under Section 9.7 or 9.8,
		the Borrower shall not, and shall not cause or permit any Borrower Subsidiary
		to, merge with or into or consolidate with or into, liquidate, wind-up or
		dissolve, or convey, transfer, lease or otherwise dispose of (whether in one
		transaction or in a series of transactions) (each a “Merger
		Event”), all or a substantial part
		of its assets (whether now owned or hereafter acquired) to, or acquire all or
		substantially all of the assets or capital stock or other ownership interest
		of, or enter into any joint venture or partnership agreement with, any Person,
		unless: 
	 

	 
		(i) the resulting entity is a special
		purpose entity, the charter of which is substantially similar to the
		Organizational Documents of the Borrower or the equivalent Organizational
		Documents of such Borrower Subsidiary, as the case may be, and, after such
		Merger Event payments from such resulting entity to the Lenders and the
		Eligible Counterparties do not give rise to any withholding tax payments less
		favorable to the Lenders and the Eligible Counterparties than the amount of any
		withholding tax payments which would have been required had such event not
		occurred;
	 

	 
		(ii) in the case of a Merger Event involving
		the Borrower, the surviving successor or transferee entity shall expressly
		assume all of the obligations of the Borrower under this Agreement and each
		other Transaction Document to which the 
	 

	 
		 
	 

	 
		 
	 

	 
		88
	 

	 
		 
	 



	 
	 

	 

	 
		Borrower is then a party (with, in the case
		of a transfer only, the Borrower thereupon being released) and in the case of a
		Merger Event involving such Borrower Subsidiary, the surviving successor or
		transferee entity shall expressly assume all of the obligations of such
		Borrower Subsidiary under each Transaction Document to which it is then a party
		(with, in the case of a transfer only, such Borrower Subsidiary thereupon being
		released);
	 

	 
		(iii) the prior written consent of the
		Administrative Agent is obtained with respect to such Merger Event;
	 

	 
		(iv) immediately after giving effect to such
		Merger Event, no Event of Default shall have occurred and be continuing;

	 

	 
		(v) the Borrower delivers to the
		Administrative Agent an officer’s certificate stating that such Merger
		Event complies with the above criteria and, if applicable, Section 9.7 and
		9.8, and that all conditions precedent provided for herein relating to such
		Merger Event have been complied with; and
	 

	 
		(vi) the Borrower delivers to the
		Administrative Agent an Opinion of Counsel reasonably acceptable to the
		Administrative Agent;
	 

	 
		provided that this covenant shall not apply to any such Merger
		Event within and among the Borrower Group, if the Borrower shall have
		determined that such Merger Event (x) would not materially adversely affect the
		Security Trustee or the Secured Parties, and (y) is otherwise consistent with
		Sections 9.16, 9.19 and
		9.20; provided
		further that the Borrower may liquidate or dissolve any
		Borrower Subsidiary with the consent of the Administrative Agent.
	 

	 
		SECTION 9.26 Distributions, Etc. The Borrower will not declare or make any dividend
		payment or other distribution of assets, properties, cash, rights, obligations
		or securities on account of any Equity Interests of the Borrower, or return any
		capital to its equity holders as such, or purchase, retire, defease, redeem or
		otherwise acquire for value or make any payment in respect of any of the Equity
		Interests of the Borrower or any warrants, rights or options to acquire any
		such Equity Interests, now or hereafter outstanding; provided, that
		the Borrower may declare and pay cash or other dividends on its Equity
		Interests to its equity holders from funds distributed to the Borrower pursuant
		to the Flow of Funds so long as (a) no Event of Default shall then exist
		or would occur as a result thereof, (b) such dividends are in compliance
		with all applicable law and (c) such dividends have been approved by all
		necessary and appropriate entity action of the Borrower.
	 

	 
		SECTION 9.27 Subsidiaries; Investments. The Borrower shall not, and shall not cause or permit
		any Borrower Subsidiary to, own, create or permit to exist any Subsidiary
		(except for Aircraft Owning Entities and Applicable Intermediaries to the
		extent that (i) such Aircraft Owning Entities and Applicable
		Intermediaries comply in all material respects with the applicable
		representations, warranties and covenants hereunder regarding Borrower
		Subsidiaries and (ii) the beneficial interests in such Aircraft Owning
		Entities and Applicable Intermediaries (other than any such Applicable
		Intermediary that is a Section 9.7(a) Entity) have been pledged under the
		Security Trust Agreement), or otherwise purchase, own, invest in or otherwise
		acquire, directly or indirectly, any stock or other securities, or make or
		permit to exist any interest 
	 

	 
		 
	 

	 
		 
	 

	 
		89
	 

	 
		 
	 



	 
	 

	 

	 
		whatsoever in any other Person or permit to
		exist any loans or advances to any Person other than (x) Permitted Investments
		and (y) loans to the Borrower or any Borrower Subsidiary.
	 

	 
		SECTION 9.28 Guarantees. The
		Borrower shall not, and shall cause each Borrower Subsidiary not to, make,
		issue, or become liable on any Contingent Liabilities, except (a) the
		Security Trust Agreement and the other Transaction Documents,
		(b) guarantees of Indebtedness allowed under Section 9.21(b)
		or Section 9.29,
		(c) endorsements in the ordinary course of business of negotiable
		instruments for deposit or collection and (d) in the case of the Borrower,
		guarantees of the obligations of Aircraft Owning Entities and Applicable
		Intermediaries.
	 

	 
		SECTION 9.29 Indebtedness.
		The Borrower shall not, and shall not permit any Borrower 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, Indebtedness.
	 

	 
		Notwithstanding the foregoing, the Borrower
		and any Borrower Subsidiary may incur each and all of the following: 
	 

	 
		(a) the Obligations; 
	 

	 
		(b) Indebtedness permitted under
		Section 9.28; 
	 

	 
		(c) Indebtedness under any agreements
		between the Borrower or any Borrower Subsidiary and any other Borrower Group
		Member; provided that the agreements or promissory notes evidencing such
		Indebtedness shall be pledged to the Security Trustee; 
	 

	 
		(d) obligations to each Seller under each
		Aircraft Acquisition Document and any related lease assignment and assumption
		agreements and obligations to purchasers of Aircraft, 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, “AD Sharing”
		or any other obligation of the Borrower or any Borrower Subsidiary to a Lessee
		or incurred by the Servicer under and in accordance with the terms of the
		Servicing Agreement without the Borrower’s consent;
	 

	 
		(e) Indebtedness to any member of the
		Genesis Group for the purpose of funding the acquisition of Aircraft or
		Aircraft Owning Entities; 
	 

	 
		(f) Indebtedness required in connection with
		repossession or detention of or other enforcement action with respect to an
		Aircraft; 
	 

	 
		(g) Indebtedness in favor of the issuer of a
		surety, letter of credit or similar instrument to be obtained by the Borrower
		or any Borrower Subsidiary in connection with the repossession or detention of
		an Aircraft or other enforcement action under a Lease; and 
	 

	 
		(h) obligations to any purchaser of Aircraft
		pursuant to any aircraft purchase agreement, lease, sublease, conditional sale
		agreement, finance lease, hire purchase agreement or 
	 

	 
		 
	 

	 
		 
	 

	 
		90
	 

	 
		 
	 



	 
	 

	 

	 
		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 by a lessor or owner
		to a Borrower Group Member as to the purchase of the related Aircraft) to
		purchase an Aircraft, in each case pursuant to which any Person acquires or is
		entitled to acquire legal title to, or the economic benefits of ownership of,
		such Aircraft.
	 

	 
		SECTION 9.30 Audits; Inspections. Not more frequently than one (1) time per calendar
		year (unless an Event of Default shall have occurred), each of the Borrower and
		the Manager shall, and the Borrower shall cause the Borrower Subsidiaries to,
		at their respective expense from time to time during regular business hours,
		upon reasonable notice by the Administrative Agent or the Security Trustee,
		which shall in no event be less than five (5) Business Days (except if an Event
		of Default shall have occurred), as requested by the Administrative Agent or
		the Security Trustee, permit such Person or its agents or representatives
		(i) subject to any limitations in a Lease, to conduct inspections of the
		Leases, the Related Security, the other Aircraft Assets and the Records and
		collections systems of the Borrower and any Borrower Subsidiary, as the case
		may be, (ii) to examine and make copies of and abstracts from all books,
		records and documents (including, without limitation, computer tapes and disks)
		in the possession or under the control of the Borrower and any Borrower
		Subsidiary, as the case may be, relating to the Aircraft, the Leases, the
		Related Security and the other Aircraft Assets, and (iii) to visit the
		offices and properties of the Borrower and any Borrower Subsidiary, as the case
		may be, for the purpose of examining such materials described in clause
		(ii) above, and to discuss matters relating to Aircraft, the Leases, the
		Related Security, the other Aircraft Assets or the Borrower’s, the
		Servicer’s or any Borrower Subsidiary’s performance under the
		Transaction Documents or under the Leases with any appropriate officers or
		employees of the Borrower or any Borrower Subsidiary, as the case may be,
		having knowledge of such matters. In addition, to the extent it has the right
		to do so pursuant to the terms of the Servicing Agreement, the Borrower shall
		cause the Servicer to grant the Administrative Agent access to the documents
		and other records generated by the Servicer or by a Lessee and delivered to the
		Servicer pursuant to Section 5.01 of the Servicing Agreement and shall allow
		the Administrative Agent to attend meetings of the Board at which members of
		the Servicer’s management participate.
	 

	 
		SECTION 9.31 Use of Proceeds; Margin Regulations.
	 

	 
		(a) Use of Proceeds.
		The proceeds of the Advances are to be used solely to finance the purchase
		by the Borrower, on a “true sale” basis, of Equity Interests in
		Aircraft Owning Entities and Owner Participants, which interests have been
		acquired from the applicable Sellers pursuant to the related Aircraft
		Acquisition Documents (collectively, the “Borrower Acquisition”).
	 

	 
		(b) Margin Regulations. The Borrower shall not permit the proceeds of any
		Advance to be used for any purpose which entails a violation of, or is
		inconsistent with, Regulation T, U or X of the Board of Governors of the
		Federal Reserve System of the United States.
	 

	 
		SECTION 9.32 Accounting; Irish Tax Residency. The Borrower shall not, and shall not cause or permit
		any Borrower Subsidiary, to (i) change its Fiscal Year, or have any fiscal
		year other than the Fiscal Year or (ii) make or permit any change in
		accounting policies or reporting practices, except changes that are required by
		or in accordance with GAAP. In addition, the 
	 

	 
		 
	 

	 
		 
	 

	 
		91
	 

	 
		 
	 



	 
	 

	 

	 
		Borrower shall not take any affirmative
		action which would cause it to no longer be tax resident in Ireland.
	 

	 
		SECTION 9.33 Hedging Policy.
		
	 

	 
		(a) The Borrower shall establish and
		maintain, as of and after the Closing Date, a hedging policy
		(“Hedging Policy”) consistent with the criteria and provisions set
		forth on Exhibit D
		hereto, and with any changes in such Hedging Policy to be made subject to the
		provisions set forth on Exhibit
		D.
	 

	 
		(b) The Borrower shall implement and comply
		with its Hedging Policy as in effect from time to time by entering into
		Eligible Hedge Agreements with Eligible Counterparties as necessary to so
		comply.
	 

	 
		SECTION 9.34 Insurance.
		
	 

	 
		(a) The Borrower shall maintain in full
		force and effect the Contingent Policy and shall maintain, and shall cause the
		Servicer and each Borrower Subsidiary to, maintain or cause to be maintained at
		its or any of its Subsidiaries’ own cost and expense, 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 or when it is not the Leasing Company Practice to do so), with
		insurers that maintain relevant reinsurance with reputable and responsible
		reinsurers (i) airline hull insurance for each Aircraft in an amount at
		least equal to 105% of the Allocable Advance Amount 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 Annex I (as amended from time to time only pursuant to the prior
		written consent of the Administrative Agent) to the Servicing Agreement for
		each model of Aircraft and (iii) Political Risk/Repossession Insurance for
		each Aircraft subject to a Lease with a Lessee domiciled in a jurisdiction set
		forth under the clause (b)(2) of the definition of “Approved Country
		List”, in an amount at least equal to 105% of the Allocable Advance
		Amounts (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 that with respect to any such insurance for any
		Aircraft subject to a Lease, such insurance may be subject to such deductible
		and self-insurance arrangements as are substantially consistent with Leasing
		Company Practice. 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
		Leasing Company Practice regarding similar aircraft. 
	 

	 
		The Borrower shall maintain or cause,
		directly or indirectly through the Borrower Subsidiaries, to be maintained war
		risk hull and liability insurance in respect of each Aircraft in a manner which
		is substantially consistent with Leasing Company Practice.
	 

	 
		In determining the amount of insurance
		required to be maintained by this Section 9.34, the
		Borrower may take into account any indemnification from, or insurance provided
		by, any governmental, supranational or inter-governmental authority or agency
		(other 
	 

	 
		 
	 

	 
		 
	 

	 
		92
	 

	 
		 
	 



	 
	 

	 

	 
		than, with respect to Political
		Risk/Repossession Insurance, any governmental authority or agency of any
		jurisdiction for which Political Risk/Repossession Insurance must be obtained),
		the sovereign foreign currency debt rating of which is rated at least A-, or
		the equivalent, by at least one of the Rating Agencies (provided that such
		credit rating requirement shall not apply in the case of any war risk
		insurance), 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 Borrower (or which the Borrower has caused to be maintained), shall be at
		least equal to the amount of insurance against such risk otherwise required by
		this Section 9.34 (taking
		into account self-insurance permitted by this Section 9.34). Any such
		indemnification or insurance provided by such government shall provide
		substantially similar protection as the insurance required by this
		Section 9.34.
	 

	 
		If at any time, the insurance required by
		this Agreement ceases, or will cease, to be available, or ceases to be
		available on commercially reasonable terms in the leading aviation insurance
		markets, the Administrative Agent and the Borrower agree to hold good faith
		discussions to ascertain what alternatives (if any) to such insurance exist
		that can be obtained on commercially reasonable terms and which protect the
		respective interests of the Borrower and the Lenders having regard to Leasing
		Company Practice (the “Alternative
		Insurance Requirements”). In the
		absence of an agreement, the Administrative Agent and the Borrower agree to
		refer such dispute to arbitration by two aviation insurance brokers, one
		selected by the Borrower and one by the Administrative Agent, who will
		determine the terms of the Alternative Insurance Requirements. A decision by
		such arbitrators shall be binding upon the parties and the insurance
		requirement hereunder shall be deemed to have been modified to require such
		Alternative Insurance Requirements unless such Alternative Insurance
		Requirements provide for a level and scope of insurance (other than third party
		liability insurance) lower than the minimum insurance requirements set forth in
		the Servicing Agreement.
	 

	 
		(b) Neither the Contingent Policy, nor any
		policy implementing the Required Coverage Amount as described in subsection (d)
		below, shall be amended to adversely affect the coverages or other terms or
		protections provided by the Contingent Policy or such other policy.
	 

	 
		(c) The Borrower shall deliver to the
		Administrative Agent copies of Lessee insurance certificates evidencing the
		insurance coverages required under the applicable Lease, to the extent not
		delivered at or prior to the related Advance Date, as soon as available
		(together with a broker’s letter of undertaking, if applicable, in each
		case, provided that the Servicer is undertaking efforts to obtain the
		same from the Lessee, consistent with the Servicer Standard of
		Performance).
	 

	 
		(d) The Borrower agrees that, to the extent
		that it shall have obtained the Required Coverage Amount in respect of a
		country to be included (or treated as if included) on the Approved Country
		List, that it will maintain such Required Coverage Amount in effect for so long
		as the Borrower’s Portfolio has exposure to such country.
	 

	 
		SECTION 9.35 Anti-Terrorism Law; Anti-Money
		Laundering. The Borrower shall not, nor
		shall it permit or cause any Borrower Subsidiary to:
	 

	 
		 
	 

	 
		 
	 

	 
		93
	 

	 
		 
	 



	 
	 

	 

	 
		(a) Anti-Terrorism Law. Directly or indirectly, (i) knowingly conduct any
		business or engage in making or receiving any contribution of funds, goods or
		services to or for the benefit of any person described in Section 8.19,
		(ii) knowingly deal in, or otherwise engage in any transaction relating
		to, any property or interests in property blocked pursuant to the Executive
		Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or
		conspire to engage in any transaction that evades or avoids, or has the purpose
		of evading or avoiding, or attempts to violate, any of the prohibitions set
		forth in any Anti-Terrorism Law (and the Borrower, the Aircraft Owning Entities
		and the Owner Participants shall, and shall cause any Borrower Subsidiary to,
		deliver to the Lenders any certification or other evidence requested from time
		to time by any Lender in its reasonable discretion, confirming their compliance
		with this Section 9.35).
	 

	 
		(b) Money Laundering. Cause or permit any of the funds of any of them that
		are used to repay the Advances to be derived from any unlawful activity with
		the result that the making of the Advances would be in violation of any
		Requirement of Law.
	 

	 
		(c) UN Sanctions.
		Directly or through a Borrower Subsidiary, lease, sell, purchase or own an
		Aircraft, in any country to which the export and/or use of such Aircraft or
		Engine is not permitted under (A) any United Nations sanctions, (B) the Council
		Regulation (EC) 1334/2000 or (C) any subsequent United Nations sanctions orders
		the effect of which prohibits or restricts the export and/or use of Aircraft to
		such country.
	 

	 
		SECTION 9.36 Embargoed Person. The Borrower shall not, nor shall it permit or cause
		any Borrower Subsidiary to, cause or permit (a) any of the funds or
		properties of any of them that are used to repay the Advances to constitute
		property of, or be beneficially owned directly or indirectly by, any person
		subject to sanctions or trade restrictions under United States law
		(“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of
		Specially Designated Nationals and Blocked Persons” maintained by OFAC
		and/or on any other similar list maintained by OFAC pursuant to any authorizing
		statute including, but not limited to, the International Emergency Economic
		Powers Act, 50 U.S.C. §§ 1701 et seq., The
		Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
		Executive Order or Requirement of Law promulgated thereunder, with the result
		that such investment (whether directly or indirectly) is prohibited by a
		Requirement of Law, or the Advances made by the Lenders would be in violation
		of a Requirement of Law, or (2) the Executive Order, any related enabling
		legislation or any other similar Executive Orders or (b) any Embargoed
		Person to have any direct or indirect interest of any nature whatsoever in any
		of the Borrower or any Borrower Subsidiary, with the result that such
		investment (whether directly or indirectly) is prohibited by a Requirement of
		Law or the Advances are in violation of a Requirement of Law.
	 

	 
		SECTION 9.37 Interest Coverage Ratio. From and after the ICR Date, the Borrower will not
		permit the ratio of (i) EBITDA for the then most recently completed fiscal
		quarter of the Borrower to
		(ii) Interest Expense for such quarter to be less than 1.10 to
		1.00.
	 

	 
		 
	 

	 
		 
	 

	 
		94
	 

	 
		 
	 



	 
	 

	 

	 
		ARTICLE X
	 

	 
		THE MANAGER
	 

	 
		SECTION 10.1 Manager Not to Resign. The Manager shall not resign from the obligations and
		duties imposed on it by this Agreement or the Management Agreement, except upon
		a determination that, by reason of a change in legal requirements, the
		performance of its duties under this Agreement or the Management Agreement
		would cause it to be in violation of such legal requirements in a manner which
		would result in a material adverse effect on the Manager, and the
		Administrative Agent does not elect to waive the obligations of the Manager to
		perform the duties which render it legally unable to act or to delegate those
		duties to another Person. Any such determination permitting the resignation of
		the Manager shall be evidenced by an Opinion of Counsel to such effect
		delivered and acceptable to the Administrative Agent. No resignation of the
		Manager shall become effective until an entity acceptable to the Majority
		Lenders shall have assumed the responsibilities and obligations of the
		Manager.
	 

	 
		ARTICLE XI
	 

	 
		MANAGER DEFAULTS
	 

	 
		SECTION 11.1 Consequences of a Manager Default. If a Manager Default shall occur and be continuing,
		the Administrative Agent, by written notice given to the Manager, may terminate
		all of the rights and obligations of the Manager under this Agreement and the
		Management Agreement. On such date as is indicated in such written notice, or
		in a subsequent written notice given by the Administrative Agent to the
		Manager, all authority, power, obligations and responsibilities of the Manager
		under this Agreement and the Management Agreement, automatically shall
		terminate and shall pass to, be vested in and become obligations and
		responsibilities of a successor Manager selected in accordance with
		Section 11.2;
		provided, however, that
		such successor Manager shall not be liable for any acts, omissions or
		obligations of the Manager prior to such succession or for any breach by such
		prior Manager of any of its representations and warranties contained in this
		Agreement or the Management Agreement or in any related document or agreement.
		The successor Manager is authorized and empowered by this Agreement to execute
		and deliver, on behalf of the prior Manager, as attorney-in-fact or otherwise,
		any and all documents and other instruments and to do or accomplish all other
		acts or things necessary or appropriate to effect the purposes of such notice
		of termination. The prior Manager agrees to cooperate with the successor
		Manager in effecting the termination of the responsibilities and rights of the
		prior Manager under this Agreement and the Management Agreement, including,
		without limitation and, in the case of the removal of the Manager, at the prior
		Manager’s expense, to transfer to the successor Manager for administration
		by it of all cash amounts that shall at the time be held by the Manager in
		trust for the Borrower, or have been deposited by any prior Manager, in the
		Security Deposit Account, the Supplemental Rent Account, any Non-Trustee
		Account and/or the Collection Account or thereafter received with respect to
		any Collections and the delivery to the successor Manager of all Records and
		computer data in readable form containing all information necessary to enable
		the successor Manager to perform its services under the Management Agreement,
		including, without limitation 
	 

	 
		 
	 

	 
		 
	 

	 
		95
	 

	 
		 
	 



	 
	 

	 

	 
		to manage the interests of the Borrower, the
		Aircraft Owning Entities and the Owner Participants and otherwise assume the
		rights and obligations of the prior Manager under this Agreement and the
		Management Agreement; provided,
		however, that the prior Manager may retain copies of any items
		so delivered; and, provided
		further that the prior Manager shall not be liable for any
		acts, omissions or obligations of any successor Manager. The terminated Manager
		shall grant the Security Trustee, the Administrative Agent and the successor
		Manager reasonable access within ten (10) Business Day’s notice to the
		terminated Manager’s premises at the terminated Manager’s
		expense.
	 

	 
		SECTION 11.2 Appointment of Successor Manager; New Management
		Agreement.
	 

	 
		(a) On and after the time a Manager receives
		a notice of termination pursuant to Section 11.1 or
		Section 12.2(c), the
		Administrative Agent shall appoint any Eligible Service Provider as a successor
		Service Provider for such services, and shall have no liability to the
		Servicer, Security Trustee, the Lenders, the Borrower, the Aircraft Owning
		Entities or the Owner Participants in doing so, to be the successor in all
		respects to the terminated Manager in its capacity as Service Provider under
		this Agreement and the Management Agreement and the transactions set forth or
		provided for in this Agreement and the Management Agreement, and such successor
		Manager shall be subject to all the responsibilities, restrictions, duties,
		liabilities and termination provisions relating thereto placed on the prior
		Manager by the terms and provisions of this Agreement and the Management
		Agreement; provided, however, that
		such successor Manager shall not be liable for any acts, omissions or
		obligations of the Manager prior to such succession or for any breach by such
		prior Manager of any of its representations and warranties contained in this
		Agreement or the Management Agreement or in any related document or agreement.
		Such successor shall take such action, consistent with this Agreement, and the
		Management Agreement, as shall be necessary to effectuate any such succession.
		The Borrower, the Aircraft Owning Entities and the Owner Participants shall
		enter into a market standard management agreement with any successor Manager
		for the provision of management services in form and substance substantially
		the same as the Management Agreement or otherwise reasonably satisfactory to
		the Majority Lenders. Any successor Manager acting as Manager hereunder shall
		be subject to termination under Section 11.1 or
		Section 12.2(c)
		hereof.
	 

	 
		(b) If any successor Manager appointed by
		the Administrative Agent shall be legally unable to act as a Manager and the
		Administrative Agent shall not have appointed a successor Manager that is
		legally able and willing to act as Manager, such successor Manager may petition
		a court of competent jurisdiction to appoint any Eligible Service Provider as
		its successor. Pending such appointment, the outgoing Manager shall continue to
		act as Manager under the Management Agreement until a successor has been
		appointed and accepted such appointment.
	 

	 
		(c) Any successor Manager shall be entitled
		to such compensation as the outgoing Manager would have been entitled to under
		the Management Agreement if the Manager had not been terminated hereunder. If
		any successor Manager is appointed for any reason, the Administrative Agent and
		such successor Manager may agree on additional compensation to be paid to such
		successor Manager. In addition, any successor Manager shall be entitled to
		reasonable transition expenses incurred in acting as successor Manager under
		the Management Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		96
	 

	 
		 
	 



	 
	 

	 

	 
		(d) In the event of the termination of the
		rights and obligations of the Manager (or any successor thereto) pursuant to
		Section 11.1 or
		Section 12.2(c), or a
		resignation by the Manager pursuant to this Agreement or the Management
		Agreement, such Manager shall be deemed to be the applicable Manager pending
		appointment of a successor Manager pursuant to this Section 11.2(d).
	 

	 
		ARTICLE XII
	 

	 
		EVENTS OF DEFAULT
	 

	 
		SECTION 12.1 Events of Default. Each of the following shall constitute an event of
		default (an “Event of
		Default”) under this
		Agreement:
	 

	 
		(a) (i)  Default by the Borrower
		in the payment of any principal of any Advance on the Stated Maturity Date,
		(ii) default by the Borrower in the payment of any principal when due (other
		than as described in clause (iii)), (iii) default by the Borrower in the
		payment of principal to cure a Borrowing Base Deficiency within sixty (60) days
		after the applicable Report Date as of which there is a Borrowing Base
		Deficiency, (iv) default by the Borrower in the payment within five (5)
		Business Days after the due date of any interest on any Advance or any
		Commitment Fees payable to a Lender or other Fees payable to the Administrative
		Agent (including in each case, without limitation, due to the unavailability of
		funds to be distributed for such purpose on any Payment Date pursuant to the
		Flow of Funds); (v) default by the Borrower in the payment within ten (10)
		Business Days after the due date of any Security Trustee Fees and Expenses
		(including, without limitation, due to the unavailability of funds to be
		distributed for such purpose on any Payment Date pursuant to the Flow of
		Funds), or (vi) any failure by the Borrower to, or cause the Servicer to, make
		any deposit of funds to the Security Deposit Account, the Supplemental Rent
		Account or the Collection Account within three Business Days after receipt
		thereof;
	 

	 
		(b) The Borrower or any Borrower Subsidiary
		shall fail to perform or observe (i) its covenant in Section 9.18(a)(xi), (ii) its covenant in Section 9.37
		(Interest Coverage Ratio), or (iii) any other term, covenant or agreement
		contained in this Agreement (other than those described in clause (a)
		above), or any other Credit Document on its part to be performed or observed
		and any such failure under clause (ii) or (iii) shall remain unremedied for
		thirty (30) days after such breach, provided such breach is curable within
		thirty (30) days and the Borrower has notified the Security Trustee of such
		cure period in form and substance satisfactory to the Administrative
		Agent;
	 

	 
		(c) Any representation or warranty of the
		Borrower or any Borrower Subsidiary made or deemed to have been made hereunder
		or in any other Credit Document or any written information or certificate
		furnished by or on behalf of the Borrower or any Borrower Subsidiary to the
		Security Trustee, the Administrative Agent or any Lender for purposes of or in
		connection with this Agreement or any other Credit Document (including, without
		limitation, any certificates delivered pursuant to Article VII and any
		Monthly Report) shall prove to have been incorrect or untrue in any material
		respect when made, and, within thirty (30) days, the circumstances or condition
		in respect of which such representation, warranty or statement was 
	 

	 
		 
	 

	 
		 
	 

	 
		97
	 

	 
		 
	 



	 
	 

	 

	 
		untrue or incorrect (if capable of
		elimination or otherwise curable) shall not have been eliminated or otherwise
		cured; 
	 

	 
		(d) An Event of Bankruptcy shall have
		occurred and remained continuing with respect to the Borrower or any Borrower
		Subsidiary;
	 

	 
		(e) One or more judgments, orders or decrees
		for the payment of money in an aggregate amount in excess of $5,000,000 shall
		be rendered against the Borrower or any Borrower Subsidiary and the same shall
		remain undischarged, unvacated or not Effectively Bonded for a period of thirty
		(30) consecutive days during which execution shall not be effectively stayed,
		or any action shall be legally taken by a judgment creditor to levy upon
		properties of the Borrower or any Borrower Subsidiary to enforce any such
		judgment;
	 

	 
		(f) The Pension Benefit Guaranty Corporation
		shall file notice of a lien pursuant to Section 4068 of ERISA with regard
		to any of the assets of the Borrower and such lien shall not have been released
		within thirty (30) days;
	 

	 
		(g) (i) Any Credit Document shall
		(except in accordance with its terms, including under any termination rights),
		in whole or in part, terminate, cease to be effective or cease to be the
		legally valid, binding and enforceable obligation of the Borrower or any
		Borrower Subsidiary, as applicable; (ii) the Borrower or any Borrower
		Subsidiary shall, directly or indirectly, contest in writing the effectiveness,
		validity, binding nature or enforceability of any Credit Document; or
		(iii) subject only to Permitted Liens, (A) any assignment, Lien or
		security interest granted by the Borrower or any Borrower Subsidiary under or
		in connection with any Credit Document or any of the transactions contemplated
		thereby shall, in whole or in part, cease to be a perfected, first priority
		assignment, Lien or security interest, as the case may be, against the Borrower
		or (B) such Borrower Subsidiary or the Security Trustee shall otherwise fail to
		have a first priority, perfected security interest in any Collateral;
	 

	 
		(h) Any Hedge Agreement is terminated by the
		counterparty thereunder on account of a default thereunder by the
		Borrower;
	 

	 
		(i) The Borrower is required to register as
		an investment company under the Investment Company Act of 1940;
	 

	 
		(j) GECAS is not the Servicer for any reason
		and has not been replaced by a replacement servicer acceptable to the Majority
		Lenders.
	 

	 
		SECTION 12.2 Effect of Event of Default.
	 

	 
		(a) Optional Termination. Upon the occurrence of an Event of Default and so long
		as such Event of Default continues unremedied (other than an Event of Default
		described in Section 12.1(d)), the
		Administrative Agent shall, upon the direction of the Majority Lenders, give a
		default notice and declare the Facility Termination Date to have occurred.
		
	 

	 
		(b) Automatic Termination. Upon the occurrence of an Event of Default described
		in Section 12.1(d), the
		Facility Termination Date shall be deemed to have occurred
		automatically.
	 

	 
		 
	 

	 
		 
	 

	 
		98
	 

	 
		 
	 



	 
	 

	 

	 
		(c) Service Provider Termination. Upon the occurrence of an Event of Default and so long
		as such Event of Default continues unremedied, if any member of the Genesis
		Group or any Affiliate of the Borrower is then serving as a Service Provider,
		the Administrative Agent may, by written notice to such Service Provider,
		terminate all of the Service Provider’s rights and obligations as Service
		Provider under the applicable Service Provider Agreement, and the
		Administrative Agent may appoint a successor Service Provider in accordance
		with Section 11.2 (such
		termination to be effective as specified in this Agreement).
	 

	 
		SECTION 12.3 Rights Upon the Facility Termination
		Date.
		
	 

	  

	 
		(a) Remedies. On the
		Facility Termination Date, all Non-Conduit Lender Commitments hereunder are
		terminated and all outstanding Advances under this Agreement, together with
		accrued interest, and all other Obligations under this Agreement shall become
		immediately due and payable, without presentment, demand, protest, or notice of
		any kind. If the Borrower fails to pay in full all such accrued interest, and
		all other Obligations on the Facility Termination Date, the Administrative
		Agent, shall, upon the direction of the Majority Lenders, exercise any of the
		following remedies (or direct the Security Trustee in writing so to
		exercise):
	 

	 
		(i) Subject to any Obligors’ rights
		under the Leases, sell or otherwise dispose of the Collateral in a commercially
		reasonable manner, in a recognized market (if one exists) at such price or
		prices as the Administrative Agent may, upon the direction of the Majority
		Lenders, reasonably deem satisfactory and apply the proceeds thereof to the
		Obligations in the order of priority set forth in the Flow of Funds hereof;
		provided that prior to the occurrence of a Servicer Default, the
		Administrative Agent shall instruct the Servicer to so sell or dispose.
	 

	 
		(ii) The parties recognize that it may not
		be possible to purchase or sell all of the Collateral on a particular Business
		Day, or in a transaction with the same purchaser, or in the same manner because
		the market therefor may not be liquid. Accordingly, the Administrative Agent
		may elect, in its sole discretion acting on the direction of the Majority
		Lenders, but subject to clause (i) above, the time and manner of liquidating
		any item of Collateral and nothing contained herein shall (A) obligate the
		Security Trustee to liquidate any Collateral on the occurrence of the Facility
		Termination Date or to liquidate all of the Collateral in the same manner or on
		the same Business Day or (B) constitute a waiver of any right or remedy of
		the Lenders.
	 

	 
		(iii) The Administrative Agent and the
		Lenders shall have, in addition to all the rights and remedies provided herein
		and provided by applicable federal, state, foreign, and local laws (including,
		without limitation, the rights and remedies of a secured party under the
		Uniform Commercial Code of any applicable state, to the extent that the Uniform
		Commercial Code is applicable, and the right to offset any mutual debt and
		claim), all rights and remedies available to the Lenders in law, in equity, or
		under any other agreement between the Lenders and the Borrower.
	 

	 
		(b) Excess Proceeds.
		Any amounts received from any sale or liquidation of the Collateral pursuant to
		this Section 12.3 will be
		applied in accordance with the applicable clause 
	 

	 
		 
	 

	 
		 
	 

	 
		99
	 

	 
		 
	 



	 
	 

	 

	 
		of the Flow of Funds and any amount
		remaining after payment in full of the Obligations will be returned to the
		Borrower, its successors or assigns, or to whosoever may be lawfully entitled
		to receive the same or as a court of competent jurisdiction may otherwise
		direct. 
	 

	 
		ARTICLE XIII
	 

	 
		THE ADMINISTRATIVE AGENT
	 

	 
		SECTION 13.1 Authorization and Action. Each of the Lenders hereby appoints CNA as agent for
		purposes of the Transaction Documents and authorizes CNA, in such capacity, to
		take such action on its behalf under each Transaction Document and to exercise
		such powers, hereunder and thereunder as are delegated to the Administrative
		Agent by the terms hereof and thereof, together with such powers as are
		reasonably incidental thereto and CNA shall not have any duties or
		responsibilities except as expressly set forth herein and therein. As to any
		matters not expressly provided in the Transaction Documents, the Administrative
		Agent shall not be required to exercise any discretion and/or take any action,
		but shall be required to act or to refrain from acting (and shall be fully
		protected in so acting or refraining from acting) upon the instructions of the
		Majority Lenders, and such instructions shall be binding upon all Lenders;
		provided that the Administrative Agent shall not be required to
		take any action which exposes the Administrative Agent to personal liability or
		which is contrary to this Agreement or applicable law. The Administrative Agent
		agrees to give to each Lender prompt notice of each notice given to it by or on
		behalf of the Borrower and a copy of each document, instrument, certificate or
		report received from the Borrower or a third party acting on behalf of the
		Borrower, in each case, pursuant to the terms of this Agreement.
	 

	 
		SECTION 13.2 Exculpation.
		Neither the Administrative Agent (acting in such capacity under the Transaction
		Documents) nor any of its directors, officers, agents or employees shall be
		liable to any Lender for any action taken or omitted to be taken by it or them
		under or in connection with the Transaction Documents, except for its or their
		own gross negligence or willful misconduct. Without limiting the generality of
		the foregoing, the Administrative Agent: (a) may consult with legal
		counsel (including counsel for the Borrower and the Service Providers),
		independent certified public accountants and other experts selected by it and
		shall not be liable for any action taken or omitted to be taken in good faith
		by it in accordance with the advice of such counsel, accountants or experts;
		(b) makes no warranty or representation to any Lender, and shall not be
		responsible to any such Lender, for any statements, warranties or
		representations made by the Borrower or Service Providers in or in connection
		with any Transaction Document; (c) shall not have any duty to ascertain or
		to inquire as to the performance or observance of any of the terms, covenants
		or conditions of any Transaction Document on the part of GLS, the Borrower, any
		Service Provider or any of their respective Affiliates or to inspect the
		property (including the books and records) of GLS, the Borrower, any Service
		Provider or any of their respective Affiliates; (d) shall not be
		responsible to any Lender for the due execution, legality, validity,
		enforceability, genuineness, sufficiency or value of this Agreement, any other
		Transaction Document or any other instrument or document provided for herein or
		delivered or to be delivered hereunder or in connection herewith; (e) shall
		incur no liability under or in respect of any Transaction Document by acting
		upon any notice (including 
	 

	 
		 
	 

	 
		 
	 

	 
		100
	 

	 
		 
	 



	 
	 

	 

	 
		notice by telephone), consent, certificate
		or other instrument or writing (which may be by telex or facsimile
		transmission) believed by it to be genuine and signed or sent by the proper
		party or parties; and (f) shall not have or be deemed to have any fiduciary
		relationship with any Lender or participant, and no implied covenants,
		functions, responsibilities, duties, obligations or liabilities shall be read
		into this Agreement or any other Transaction Document or otherwise exist
		against any thereof. Without limiting the generality of the clause (f) above,
		the use of the term “agent” herein and in the other Transaction
		Documents with reference to the Administrative Agent is not intended to connote
		any fiduciary or other implied (or express) obligations arising under any
		agency doctrine of any applicable law; such term is instead used merely as a
		matter of market custom, and is intended to create or reflect only an
		administrative relationship between independent contracting parties.
	 

	 
		SECTION 13.3 Administrative Agent and Affiliates. The Administrative Agent, including, but not limited
		to, CNA and any of its Affiliates may generally engage in any kind of business
		with GLS, the Borrower, any Service Provider, any Obligor, any of their
		respective Affiliates and any Person who may do business with or own securities
		of GLS, the Borrower, any Service Provider, any Obligor or any of their
		respective Affiliates, all as if the Administrative Agent were not the
		Administrative Agent hereunder and without any duty to account therefor to any
		Lender.
	 

	 
		SECTION 13.4 Lender’s Credit Decision. Each Lender acknowledges that it has, independently
		and without reliance upon the Administrative Agent, any of its Affiliates or
		any other Lender and based on such documents and information as it has deemed
		appropriate, made its own evaluation and decision to enter into this Agreement.
		Each Lender also acknowledges that it will, independently and without reliance
		upon the Administrative Agent, any of its Affiliates or any other Lender and
		based on such documents and information as it shall deem appropriate at the
		time, continue to make its own decisions in taking or not taking action under
		this Agreement.
	 

	 
		SECTION 13.5 Certain Matters Affecting the Administrative
		Agent.
	 

	 
		(a) The Administrative Agent may rely and
		shall be protected in acting or refraining from acting upon any resolution,
		officer’s certificate, certificate of auditors or any other certificate,
		statement, instrument, opinion, report, notice, request, consent, order,
		appraisal, bond or other paper or document believed by it to be genuine and to
		have been signed or presented by the proper party or parties.
	 

	 
		(b) The Administrative Agent may consult
		with counsel, and any Opinion of Counsel shall be full and complete
		authorization and protection in respect of any action taken or suffered or
		omitted by the Administrative Agent under this Agreement in good faith and in
		accordance with such Opinion of Counsel.
	 

	 
		(c) Notwithstanding anything to the
		contrary, the Administrative Agent shall be under no obligation to exercise any
		of the rights or powers vested in it by this Agreement, or to institute,
		conduct or defend any litigation under this Agreement or in relation to this
		Agreement, at the request, order or direction of any Lender pursuant to the
		provisions of this Agreement unless such Lender shall have furnished to the
		Administrative Agent security or indemnity 
	 

	 
		 
	 

	 
		 
	 

	 
		101
	 

	 
		 
	 



	 
	 

	 

	 
		satisfactory to the Administrative Agent
		against the costs, expenses and liabilities that may be incurred therein or
		thereby.
	 

	 
		(d) The Administrative Agent shall not be
		bound to make any investigation into the facts of matters stated in any
		resolution, certificate, statement, instrument opinion, report, notice,
		request, consent, order, approval, bond or other paper or documents, unless
		requested in writing to do so by the Majority Lenders; provided,
		however, that if the payment within a reasonable time to the
		Administrative Agent of the costs, expenses or liabilities likely to be
		incurred by it in the making of such investigation is, in the opinion of the
		Administrative Agent, not reasonably assured to the Administrative Agent by the
		security afforded to it by the terms of this Agreement, the Administrative
		Agent may require indemnity satisfactory to it against such cost, expense or
		liability as a condition to so proceeding; the reasonable expense of every such
		examination shall be paid by the Person making such request or, if paid by the
		Administrative Agent, shall be reimbursed by the Person making such request
		upon demand.
	 

	 
		(e) The Administrative Agent may execute any
		of the trusts or powers under this Agreement or any other Transaction Document
		or perform any duties under this Agreement or any other Transaction Document
		either directly or by or through agents or attorneys or custodians. The
		Administrative Agent shall not be responsible for any misconduct or negligence
		on the part of any agent or attorney appointed with due care by the
		Administrative Agent. The Administrative Agent shall not be responsible for any
		misconduct or negligence attributable to the acts or omissions of any Service
		Provider.
	 

	 
		(f) The Administrative Agent may rely, as to
		factual matters relating to any Service Provider, on an officer’s
		certificate of the applicable Service Provider.
	 

	 
		(g) The Administrative Agent shall not be
		required to take any action or refrain from taking any action under this
		Agreement, or any Transaction Document referred to herein, nor shall any
		provision of this Agreement or any such Transaction Document be deemed to
		impose a duty on the Administrative Agent to take action, if the Administrative
		Agent shall have been advised by counsel that such action is contrary to the
		terms of this Agreement or any Transaction Document or is contrary to
		law.
	 

	 
		(h) The Borrower and the Manager hereby
		(i) acknowledge that the Lenders have the right, in certain instances, to
		require the Administrative Agent to take or refrain from taking certain actions
		under the terms of this Agreement and the other Transaction Documents and
		(ii) agree that the Administrative Agent has no liability to the Borrower
		or the Manager with respect to taking or refraining from taking any such
		actions at the request of any Lender.
	 

	 
		SECTION 13.6 Administrative Agent Not Liable. The Administrative Agent does not make any
		representations as to the validity or sufficiency of this Agreement or any
		other Transaction Document. The Administrative Agent shall at no time have any
		responsibility or liability for or with respect to the legality, validity or
		enforceability of any security interest in any Collateral, or the perfection
		and priority of such a security interest or the maintenance of any such
		perfection and priority or its ability to generate the payments to be
		distributed to Lenders under this Agreement, including, without limitation, the
		existence, condition, location and ownership of any property; the performance
		or enforcement of any Lease; the compliance by the 
	 

	 
		 
	 

	 
		 
	 

	 
		102
	 

	 
		 
	 



	 
	 

	 

	 
		Borrower, GLS, any Service Provider, or the
		Security Trustee with any covenant or the breach by the Borrower, GLS, any
		Service Provider or the Security Trustee, of any warranty or representation
		made under this Agreement or any other Transaction Document or in any related
		document and the accuracy of any such warranty or representation prior to the
		Administrative Agent’s receipt of notice or other discovery of any
		noncompliance therewith or any breach thereof, any investment of monies by or
		at the direction of the Borrower or the applicable Service Provider, or any
		loss resulting therefrom (it being understood, however, that
		the Administrative Agent shall remain otherwise responsible for any Collateral
		that it may hold directly); the acts or omissions of the Borrower, GLS, any
		Service Provider, the Security Trustee, or any Obligor, any action of a Service
		Provider taken in the name of GLS, the Borrower or the Administrative Agent
		and/or Lenders which are authorized to provide such instruction in accordance
		with this Agreement or any of the other Transaction Documents; provided,
		however, that the foregoing shall not relieve the
		Administrative Agent of its obligations to perform its duties under this
		Agreement. The Administrative Agent shall not be accountable for the use or
		application by the Borrower of any proceeds of the Advances, or for the use or
		application of any funds paid to a Service Provider in respect of the Leases or
		any other Aircraft Assets related to the Aircraft.
	 

	 
		SECTION 13.7 Administrative Agent May Own Advances. The Administrative Agent in its individual or any
		other capacity may become the owner or pledgee of Advances, any rights
		evidenced by Section
		14.4(a) with the same rights as it
		would have if it were not the Administrative Agent and may deal with the
		Service Providers in banking transactions with the same rights as it would have
		if it were not the Administrative Agent.
	 

	 
		SECTION 13.8 Resignation or Removal of Administrative
		Agent.
	 

	 
		(a) Subject to the provisions of subsection
		(c) of this Section 13.8, any Person
		acting as Administrative Agent may at any time resign as Administrative Agent
		under this Agreement and the other Transaction Documents by giving thirty (30)
		days’ written notice thereof to the Service Providers, the Borrower, the
		Eligible Counterparties and the Lenders. Upon receiving such notice of
		resignation, the Majority Lenders (with, so long as no Default is then
		continuing, approval of the Borrower and the Service Providers, not to be
		unreasonably withheld or delayed) shall promptly appoint a successor
		Administrative Agent by written instrument, in duplicate, one copy of which
		instrument shall be delivered to the resigning Administrative Agent and the
		other copy of which instrument shall be delivered to the successor
		Administrative Agent. If no successor Administrative Agent shall have been so
		appointed and have accepted appointment within thirty (30) days after the
		giving of such notice of resignation, the resigning Administrative Agent may
		petition any court of competent jurisdiction for the appointment of a successor
		Administrative Agent. The Borrower shall reimburse the resigning Administrative
		Agent pursuant to the Flow of Funds hereof for all expenses which shall have
		been incurred by such resigning Administrative Agent in accordance with this
		Agreement and the other Transaction Documents prior to the effective date of
		resignation of such resigning Administrative Agent.
	 

	 
		(b) The Administrative Agent may be removed
		at any time for cause by the Majority Lenders upon thirty (30) days prior
		written notice to the Administrative Agent, the Borrower, the Security Trustee,
		the Service Providers and the Eligible Counterparties. If at any time the
		
	 

	 
		 
	 

	 
		 
	 

	 
		103
	 

	 
		 
	 



	 
	 

	 

	 
		Administrative Agent shall be legally unable
		to act, or shall be adjudged a bankrupt or insolvent or a receiver of the
		Administrative Agent or of its property shall be appointed or any public
		officer shall take charge or control of the Administrative Agent or of its
		property or affairs for the purpose of rehabilitation, conservation or
		liquidation, then the Majority Lenders shall remove the Administrative Agent.
		If the Administrative Agent shall have been removed under the authority of this
		Section 13.8(b), the Majority Lenders (with, so long as no Default is
		then continuing, approval of the Borrower, not to be unreasonably withheld or
		delayed) shall promptly appoint a successor Administrative Agent by written
		instrument, in duplicate, one copy of which instrument shall be delivered to
		the Administrative Agent so removed and the other copy of which instrument
		shall be delivered to the successor Administrative Agent. The Borrower shall
		reimburse the removed Administrative Agent pursuant to the Flow of Funds for
		all expenses which shall have been incurred by such removed Administrative
		Agent in accordance with this Agreement and the other Transaction Documents
		prior to the effective date of removal of such removed Administrative
		Agent.
	 

	 
		(c) Any resignation or removal of the
		Administrative Agent and appointment of a successor Administrative Agent
		pursuant to any of the provisions of this Section 13.8 shall not
		become effective until acceptance of appointment by the successor agent as
		provided in Section 13.9.
	 

	 
		SECTION 13.9 Successor Administrative Agent. Any successor Administrative Agent appointed as
		provided in this Article XIII shall
		execute, acknowledge and deliver to the Borrower, each Lender and to its
		predecessor Administrative Agent an instrument accepting such appointment under
		this Agreement, and thereupon the resignation or removal of the predecessor
		Administrative Agent shall become effective and such successor Administrative
		Agent, without any further act, deed or conveyance (except as provided below),
		shall become fully vested with all the rights, power, duties and obligations of
		its predecessor under this Agreement, with like effect as if originally named
		as Administrative Agent; but, on request of the Borrower or the successor
		Administrative Agent, such predecessor Administrative Agent shall, upon payment
		of its expenses then unpaid, execute and deliver an instrument transferring to
		such successor Administrative Agent all of the rights, powers and trusts of the
		Administrative Agent so ceasing to act, and shall duly assign, transfer and
		deliver to such successor Administrative Agent all property and money held by
		the Administrative Agent so ceasing to act hereunder for the benefit of the
		Lenders. Upon request of any such successor Administrative Agent, the Borrower
		shall execute any and all instruments for more fully and certainly vesting in
		and confirming to such successor Administrative Agent all such rights, powers
		and trusts. The predecessor Administrative Agent shall deliver to the successor
		Administrative Agent all documents and statements held by it under this
		Agreement or any Transaction Document; and the predecessor Administrative Agent
		and the other parties to the Transaction Documents shall amend any Transaction
		Document to make the successor Administrative Agent the successor to the
		predecessor Administrative Agent thereunder. No successor Administrative Agent
		shall accept its appointment as provided in this Section 13.9 unless at
		the time of such acceptance such successor Administrative Agent shall be
		eligible under the provisions of Section 13.10. Upon
		acceptance of appointment by a successor Administrative Agent as provided in
		this Section 13.9, the
		Borrower shall mail notice by first-class mail of the appointment of the
		successor of the Administrative Agent and the address of the successor
		Administrative Agent’s 
	 

	 
		 
	 

	 
		 
	 

	 
		104
	 

	 
		 
	 



	 
	 

	 

	 
		office under this Agreement to all Lenders
		at their addresses as shown in the Register. If the Borrower fails to mail such
		notice within ten (10) days after acceptance of appointment by the successor
		Administrative Agent, the successor Administrative Agent shall cause such
		notice to be mailed at the expense of the Borrower.
	 

	 
		SECTION 13.10 Eligibility Requirements for Successor Administrative
		Agent. Any successor Administrative
		Agent under this Agreement shall be a corporation duly organized and validly
		existing under the laws of its jurisdiction of incorporation authorized under
		such laws to exercise banking powers, having a combined capital and surplus of
		at least $500,000,000 and subject to supervision or examination by federal or
		state authority. If such corporation publishes reports of condition at least
		annually, pursuant to law or to the requirements of the aforesaid supervising
		or examining authority, then for the purpose of this Section 13.10, the
		combined capital and surplus of such corporation shall be deemed to be its
		combined capital and surplus as set forth in its most recent report of
		condition so published. In case at any time any successor Administrative Agent
		shall cease to be eligible in accordance with the provisions of this
		Section 13.10, such
		successor Administrative Agent shall resign immediately in the manner and with
		the effect specified in Section 13.8.
	 

	 
		SECTION 13.11 Merger or Consolidation of Administrative
		Agent. Any corporation into which the
		Administrative Agent may be merged or with which it may be consolidated, or any
		corporation resulting from any merger or consolidation to which the
		Administrative Agent shall be a party, or any corporation succeeding to the
		agency business of the Administrative Agent, shall be the successor of the
		Administrative Agent under this Agreement, provided such corporation shall be
		eligible under the provisions of Section 13.10, without
		the execution or filing of any instrument or any further act on the part of any
		of the parties to this Agreement, anything in this Agreement to the contrary
		notwithstanding.
	 

	 
		SECTION 13.12 Administrative Agent May Enforce Claims. All rights of action and claims under this Agreement
		may be prosecuted and enforced by the Administrative Agent in any proceeding
		relating thereto, and any such proceeding instituted by the Administrative
		Agent shall be brought in its own name as agent with the consent of the
		Majority Lenders.
	 

	 
		SECTION 13.13 Suit for Enforcement. If a Servicer Termination Event shall occur and be
		continuing, the Administrative Agent, in its discretion may (but shall have no
		duty or obligation so to proceed) proceed to protect and enforce its rights and
		the rights of the Lenders under this Agreement by a suit, action or proceeding
		in equity or at law or otherwise, whether for the specific performance of any
		covenant or agreement contained in this Agreement or in aid of the execution of
		any power granted in this Agreement or for the enforcement of any other legal,
		equitable or other remedy as the Administrative Agent, being advised by
		counsel, shall deem most effectual to protect and enforce any of the rights of
		the Administrative Agent or the Lenders.
	 

	 
		SECTION 13.14 Indemnification of Administrative Agent. Each Non-Conduit Lender agrees to indemnify the
		Administrative Agent (to the extent not reimbursed by the Borrower), ratably in
		accordance with the aggregate principal amount of the outstanding Advances made
		by the Non-Conduit Lenders (or, if no Advances are at the time outstanding,
		ratably in accordance with their respective Non-Conduit Lender Commitments),
		from and against any and all 
	 

	 
		 
	 

	 
		 
	 

	 
		105
	 

	 
		 
	 



	 
	 

	 

	 
		liabilities, obligations, losses, damages,
		penalties, actions, judgments, suits, costs, expenses or disbursements of any
		kind or nature whatsoever which may be imposed on, incurred by, or asserted
		against the Administrative Agent in any way relating to or arising out of this
		Agreement or any other Transaction Document or any action taken or omitted by
		the Administrative Agent under this Agreement or any other Transaction
		Document; provided, that
		no such Non-Conduit Lender shall be liable for any portion of such liabilities,
		obligations, losses, damages, penalties, actions, judgments, suits, costs,
		expenses or disbursements resulting from the Administrative Agent’s gross
		negligence or willful misconduct.
	 

	 
		SECTION 13.15 Other Arrangements. No provision contained in this Article XIII shall, in
		any way, limit or diminish any duty, obligation or responsibility which the
		Administrative Agent may have to any Lender pursuant to any other provision of
		this Agreement or any separate agreement between the Administrative Agent and
		such Lender.
	 

	 
		ARTICLE XIV
	 

	 
		ASSIGNMENTS
	 

	 
		SECTION 14.1 Assignments. The
		Borrower may not assign its rights or obligations hereunder or any interest
		herein, and any such assignment shall be void unless the Borrower has obtained
		the prior written consent of the Administrative Agent to such assignment. The
		Lenders shall have the right to assign and/or participate their respective
		Non-Conduit Lender Commitments and Advances; provided, that
		if no Event of Default exists at the time of such assignment or participation,
		(a) the indemnities to which any such assignee or participant shall be entitled
		under Section 5.2 or 5.3 hereof shall
		not be greater at and as of the time of assignment or participation than the
		indemnity to which the assignor or participant grantor would have been entitled
		under Section 5.2 or 5.3 hereof had
		such assignment or participation not occurred, (b) such assignee shall be a
		Qualifying Lender, (c) such assignor shall only be released from its
		Non-Conduit Lender Commitments to the extent provided in the immediately
		succeeding sentence, and (d) if such assignee is not, prior to the date of such
		assignment, a Lender or an Affiliate of a Lender, such assignment shall be
		subject to the prior consent of the Borrower (such consent of the Borrower not
		to be unreasonably withheld and to be deemed to be given if the Borrower does
		not object to a proposed assignee within five Business Days of any request for
		such consent). Upon the issuance of a Non-Conduit Lender Commitment to provide
		a portion of the Advances by any assignee of such Non-Conduit Lender Commitment
		of a Lender, such Lender shall be released from the portion of its Non-Conduit
		Lender Commitment in an aggregate amount equal to the Non-Conduit Lender
		Commitment of such assignee. Notwithstanding the foregoing, each Non-Conduit
		Lender shall have the right, at any time, to assign and/or participate its
		Non-Conduit Lender Commitments and Advances with prior notice to the Borrower,
		but without the consent of the Borrower, to any Affiliate of such Non-Conduit
		Lender that is a Qualifying Lender at the time of such assignment or
		participation, to any commercial paper conduit that is a Qualifying Lender at
		the time of such assignment or participation, and is administered by any
		Affiliate thereof or administered by any other Person for the exclusive or
		non-exclusive benefit of any Affiliate of such Non-Conduit Lender, and/or to
		any other Lender and such Non-Conduit Lender shall be released from the portion
		of its Non-Conduit Lender Commitment in an aggregate amount equal to the
		Non-Conduit Lender 
	 

	 
		 
	 

	 
		 
	 

	 
		106
	 

	 
		 
	 



	 
	 

	 

	 
		Commitment of the applicable assignee. In
		addition, any Lender or any of its Affiliates may pledge or assign any of its
		rights under this Agreement and under the Transaction Documents to any Federal
		Reserve Bank within the United States, or if a Qualifying Lender at the time of
		such pledge or assignment, to any liquidity or credit support provider or any
		commercial paper conduit collateral trustee without notice to or consent of the
		Borrower or the Administrative Agent. In the case of any Lender that is a fund
		that invests in bank loans, such Lender may, without the consent of Borrower or
		the Administrative Agent, collaterally assign or pledge all or any portion of
		its rights under this Agreement and under the Transaction Documents, to any
		holder of, trustee for, or any other representative of holders of, obligations
		owed or securities issued, by such fund, as security for such obligations or
		securities, in each case provided that each such holder is a Qualifying Lender.
		Notwithstanding the foregoing, each Conduit Lender shall have the right, at any
		time, to assign and/or participate its Advances without the prior consent of
		the Borrower or any other party hereto to any liquidity or credit support
		provider of such Conduit Lender, to the related Non-Conduit Lender or any of
		its Affiliates that is a Qualifying Lender at the time of such assignment or
		participation, to any commercial paper conduit that is a Qualifying Lender at
		the time of such assignment or participation, and is administered by any
		Affiliate thereof or administered by any other Person for the exclusive or
		non-exclusive benefit of any Affiliate of such Non-Conduit Lender, and/or to
		any other Lender.
	 

	 
		SECTION 14.2 Documentation.
		The assignor and the assignee involved in an assignment referred to in
		Section 14.1 shall
		execute and deliver to the Administrative Agent an Assignment and Assumption,
		duly executed by each such party, and the assigning Lender shall promptly
		execute and deliver all further instruments and documents, and take all further
		action, that the assignee may reasonably request, in order to perfect, protect
		or more fully evidence the assignee’s right, title and interest in and to
		the Advances, and to enable the assignee to exercise or enforce any rights
		hereunder. The Administrative Agent shall promptly deliver to the Borrower a
		copy of each Assignment and Assumption that it receives pursuant to the terms
		of this Section 14.2.
	 

	 
		SECTION 14.3 Rights of Assignee. The respective assignee receiving such assignment
		shall have all of the rights of such Lender hereunder and all references to the
		Lenders in Section 15.1 shall be
		deemed to apply to such assignee.
	 

	 
		SECTION 14.4 Registration; Registration of Transfer and
		Exchange.
	 

	 
		(a) The Administrative Agent shall maintain
		an account or accounts evidencing the indebtedness of the Borrower to each
		Lender resulting from each Advance made by such Lender hereunder, including the
		amounts of principal and interest payable and paid to such Lender from time to
		time hereunder. The entries made in such accounts shall be conclusive and
		binding for all purposes, absent manifest error. The Administrative Agent shall
		keep a register (the “Register”)
		in which, subject to such reasonable regulations as it may prescribe, the
		Administrative Agent shall provide for the registration of Advances and
		Non-Conduit Lender Commitments held by each Lender and of any transfers of such
		Advances and Non-Conduit Lender Commitments. The Administrative Agent is hereby
		appointed “Registrar”
		for the purpose of registering any transfers of Advances and Non-Conduit Lender
		Commitments held by 
	 

	 
		 
	 

	 
		 
	 

	 
		107
	 

	 
		 
	 



	 
	 

	 

	 
		the Lenders as herein provided. The entries
		made in the Register by the Registrar shall be conclusive and binding for all
		purposes, absent manifest error.
	 

	 
		(b) With respect to any Lender, the transfer
		of any Non-Conduit Lender Commitment of any Lender and the rights to principal
		of, and interest on, any Advances shall not be effective until such transfer is
		recorded on the Register maintained by the Administrative Agent.
	 

	 
		(c) No Advance and/or Non-Conduit Lender
		Commitment may be transferred, and the Administrative Agent shall not register
		the transfer of an Advance and/or a Non-Conduit Lender Commitment, unless the
		proposed transferee shall have paid the Administrative Agent a fee of $3,500
		and delivered to the Administrative Agent either (i) evidence satisfactory
		to it that the transfer of such Advance and/or Non-Conduit Lender Commitment is
		exempt from registration or qualification under the Securities Act of 1933, as
		amended, and all applicable state securities laws and that the transfer does
		not constitute a “prohibited transaction” under ERISA or (ii) an
		express agreement by the proposed transferee to be bound by and to abide by the
		provisions of this Section 14.4.
	 

	 
		ARTICLE XV
	 

	 
		INDEMNIFICATION
	 

	 
		SECTION 15.1 General Indemnity of the Borrower. Without limiting any other rights which any such
		Person may have hereunder or under applicable law and notwithstanding anything
		in any Transaction Document to the contrary, without prejudice to the
		provisions of Section 16.12, the Borrower hereby agrees to indemnify the
		Administrative Agent, the Security Trustee, the Account Bank, each Lender, each
		Eligible Counterparty and each of their respective Affiliates, and each of
		their respective successors, transferees, participants and assigns (and
		successors, transferees, participants and assigns thereof) and all officers,
		directors, shareholders, controlling Persons, employees and agents of any of
		the foregoing (each of the foregoing Persons being individually called an
		“Indemnified Party”), forthwith on demand, from and against any and
		all damages, losses, claims, liabilities and related costs and expenses,
		including reasonable attorneys’ fees and disbursements (all of the
		foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them
		arising out of or relating to any Transaction Document or the transactions
		contemplated thereby or the use of proceeds therefrom by the Borrower,
		including (without limitation) in respect of the funding of any Advance or in
		respect of any Aircraft, excluding,
		however, (a) any Indemnified Amounts to the extent
		determined by a final non-appealable decision of a court of competent
		jurisdiction to have resulted from gross negligence or willful misconduct on
		the part of the relevant Indemnified Party or its Affiliate, (b) any Taxes,
		loss of Tax benefits, or costs incurred in contesting any Taxes or loss of Tax
		benefits (the related indemnities for which are set out solely in
		Section 5.3 of this Agreement), (c) any Indemnified Amounts the
		liabilities for which are explicitly set out in another provision of this
		Agreement or the Transaction Documents, including costs and expenses covered by
		Section 16.4 of this Agreement, and (d) any Indemnified Amounts that
		constitute a cost or expense that is required to be borne by any Indemnitee
		pursuant to any other explicit provision of the Transaction Documents. 
	 

	 
		 
	 

	 
		108
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 15.2 Waiver of Consequential Damages, Etc. To the fullest extent permitted by any applicable
		Requirement of Law, none of the Borrower, the Manager, or any Borrower
		Subsidiary shall assert, and each of them hereby waives, any claim against any
		Indemnified Party, on any theory of liability, for special, indirect,
		consequential or punitive damages (as opposed to direct or actual damages)
		arising out of, in connection with, or as a result of, this Agreement, any
		other Transaction Document or any agreement or instrument contemplated hereby,
		the transactions contemplated hereby or thereby, any Advance or the use of the
		proceeds thereof. No Indemnified Party shall be liable for any damages arising
		from the use by unintended recipients of any information or other materials
		distributed by it through telecommunications, electronic or other information
		transmission systems in connection with this Agreement or the other Transaction
		Documents or the transactions contemplated hereby or thereby.
	 

	 
		ARTICLE XVI
	 

	 
		MISCELLANEOUS
	 

	 
		SECTION 16.1 No Waiver; Remedies. Neither the execution and delivery of this Agreement
		nor any failure on the part of any Lender, the Administrative Agent, the
		Security Trustee, any Indemnified Party or any Affected Party to exercise, nor
		any delay by any such Person in exercising, any right, power or remedy
		hereunder shall operate as a waiver thereof; nor shall any single or partial
		exercise by any such Person of any right, power or remedy hereunder preclude
		any other or further exercise thereof, or the exercise of any other right,
		power or remedy. The remedies herein provided are cumulative and not exclusive
		of any remedies provided by law. Without limiting the foregoing, each Lender
		and each of its Affiliates are hereby authorized by the Borrower at any time
		and from time to time, to the fullest extent permitted by law, to set off and
		apply any and all deposits (general or special, time or demand, provisional or
		final) at any time held and other Indebtedness at any time owing by such Lender
		or such Affiliate to or for the credit or the account of the Borrower,
		regardless of currency or booking place, against any and all obligations of the
		Borrower, now or hereafter existing under this Agreement or any other Credit
		Document, to the Administrative Agent, any Affected Party, any Indemnified
		Party or any Lender or their respective Affiliates, successors and
		assigns.
	 

	 
		SECTION 16.2 Amendments, Waivers. Neither this Agreement nor any other Transaction
		Document, nor any provision hereof or thereof, may be waived, amended,
		supplemented or modified except, in each case, with the written consent of the
		Majority Lenders and Administrative Agent; provided,
		however, that no such waiver, amendment, supplement or
		modification shall be effective if the effect thereof would:
	 

	 
		(i) waive, amend, supplement or modify any
		provision set forth in any of the following definitions without the consent of
		each of the Lenders: Advance Commitment Period, Term Period, Advance Rate,
		Aggregate Aircraft Borrowing Base, Borrowing Base Deficiency, Individual
		Aircraft Borrowing Base, Conversion Date, Maximum Commitment Amount and
		Facility Termination Date;
	 

	 
		 
	 

	 
		 
	 

	 
		109
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) reduce the principal amount of any
		Advance or reduce the interest payable in respect thereof, or reduce any fee
		payable hereunder, or change the form or currency of payment of any Obligation,
		without the written consent of each Lender affected thereby;
	 

	 
		(iii) (A) change the Stated Maturity Date,
		(B) postpone the date for payment of any Obligation hereunder or (C)
		change the amount of, waive or excuse any such payment, without the written
		consent of each Lender affected thereby;
	 

	 
		(iv) increase the maximum duration of
		Interest Periods hereunder, without the written consent of each Lender affected
		thereby; 
	 

	 
		(v) permit the assignment or delegation by
		GLS, the Borrower or any of the Borrower Subsidiaries of any of its respective
		rights or obligations under any Transaction Document (except as delegated
		pursuant to the Service Provider Agreements), without the written consent of
		each Lender;
	 

	 
		(vi) release any material portion of the
		Collateral from the Lien of the Security Trust Agreement (other than in
		connection with a transfer, sale or other disposition permitted under
		Section 9.8 hereof or as otherwise provided in or contemplated by
		the Transaction Documents), or alter the relative priorities of the Obligations
		entitled to the Liens of the Security Trust Agreement, without the consent of
		each Lender and each Eligible Counterparty;
	 

	 
		(vii) change the amount of, or order of
		priority in which, payments of funds on deposit in the Collection Account are
		to be applied in accordance with the terms hereof, without the written consent
		of each Lender affected thereby and each Eligible Counterparty affected
		thereby;
	 

	 
		(viii) change any provision in
		Section 4.4 or any other provision hereof in any manner which would
		alter the pro rata
		allocation among the Lenders, respectively, of Advances to be made hereunder or
		repayments in respect thereof, in each case without the written consent of each
		Lender affected thereby;
	 

	 
		(ix) change any provision of this
		Section 16.2, without the consent of each Lender affected thereby
		and each Eligible Counterparty affected thereby;
	 

	 
		(x) change the percentage set forth in the
		definition of Majority Lenders, without the written consent of each Lender
		affected thereby;
	 

	 
		(xi) change or waive any provision of
		Article XIII as the same applies to the Administrative Agent, or any
		other provision hereof as the same applies to the rights or obligations of the
		Administrative Agent, in each case without the written consent of the
		Administrative Agent; or
	 

	 
		(xii) waive, amend, supplement, modify or
		change any provision of the Credit Documents without the consent of each
		Service Provider and Eligible Counterparty adversely affected thereby.
	 

	 
		 
	 

	 
		 
	 

	 
		110
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 16.3 Notices, Etc.
	 

	 
		(a) Generally.
		Subject to the provisions of clauses (b), (c) and (d) below, all
		notices, requests, instructions, directions and other communications provided
		for herein (including any modifications of, or waivers, requests or consents
		under this Agreement) shall be given or made in writing (including by telecopy)
		delivered, if to the Borrower, to its address specified on the signature pages
		hereto, if to the Administrative Agent, to its address specified on the
		signature pages hereto (with a copy to its counsel at the address specified in
		this Section 16.3(a)), and if to any Lender, to its “Address for
		Notices” specified in the Administrative Questionnaire delivered by such
		Lender to the Administrative Agent; or, as to any party, at such other address
		as shall be designated by such party in a notice to the Administrative Agent
		and the Borrower. Except as otherwise provided in this Agreement, all such
		communications shall be deemed to have been duly given upon receipt of a
		legible copy thereof, in each case given or addressed as aforesaid. All such
		communications to the Administrative Agent provided for herein by telecopy
		shall be confirmed in writing promptly after the delivery of such communication
		(it being understood that non-receipt of written confirmation of such
		communication shall not invalidate such communication).
	 

	 
		Administrative Agent’s Counsel
	 

	 
		Milbank, Tweed, Hadley & McCloy
		LLP
	 

	 
		1 Chase Manhattan Plaza
	 

	 
		New York, NY 10005
	 

	 
		Attn: Helfried Schwarz
	 

	 
		Telephone No.: (212) 530-5434
	 

	 
		Facsimile No.: (212) 822-5434
	 

	 
		(b) Communications to Administrative Agent. Each of the Borrower and Manager hereby agrees that it
		will provide to the Administrative Agent all information, documents and other
		materials that it is obligated to furnish to the Administrative Agent pursuant
		to this Agreement or the other Credit Documents, including all notices,
		requests, financial statements, financial and other reports, certificates and
		other information materials, but excluding any such communication that
		(i) relates to the payment of any principal or other amount due under this
		Agreement or the other Credit Documents prior to the scheduled date therefor,
		(ii) provides notice of any Default or Event of Default under this
		Agreement or the other Credit Documents or (iii) is required to be
		delivered to satisfy any condition precedent to the occurrence of the Closing
		Date or any Advance Date (all such non-excluded communications being referred
		to herein collectively as “Communications”), by transmitting the Communications in an
		electronic/soft medium in a format acceptable to the Administrative Agent to
		oploanswebadmin@citigroup.com. In addition, each of the Borrower and Manager
		agrees to continue to provide the Communications to the Administrative Agent in
		the manner specified herein but only to the extent requested by the
		Administrative Agent.
	 

	 
		(c) Platform. The
		Borrower further agrees that the Administrative Agent may make the
		Communications available to the Lenders by posting the Communications on
		Intralinks or a substantially similar electronic transmission system (the
		“Platform”). THE PLATFORM IS PROVIDED “AS IS” AND
		“AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED 
	 

	 
		 
	 

	 
		 
	 

	 
		111
	 

	 
		 
	 



	 
	 

	 

	 
		BELOW) DO NOT WARRANT THE ACCURACY OR
		COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND
		EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO
		WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
		MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
		PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
		AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO
		EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR
		RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
		(COLLECTIVELY, THE “AGENT
		PARTIES”) HAVE ANY LIABILITY TO
		ANY OBLIGOR, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND,
		INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
		LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE
		BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF
		COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY
		AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
		JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS
		NEGLIGENCE OR WILLFUL MISCONDUCT.
	 

	 
		(d) Effectiveness of Receipts. The Administrative Agent agrees that the receipt of
		the Communications by the Administrative Agent at its e-mail address set forth
		above shall constitute effective delivery of the Communications to the
		Administrative Agent for purposes hereof. Each Lender agrees that notice to it
		(as provided in the next sentence) specifying that the Communications have been
		posted to the Platform shall constitute effective delivery of the
		Communications to such Lender for purposes hereof. Each Lender agrees
		(i) to provide to the Administrative Agent in writing (including by
		electronic communication), promptly after the date of this Agreement or the
		other Credit Documents, an e-mail address to which the foregoing notice may be
		sent by electronic transmission and (ii) that the foregoing notice may be
		sent to such e-mail address.
	 

	 
		(e) Alternative Notifications. Nothing herein shall prejudice the right of the
		Administrative Agent or any Lender to give any notice or other communication
		pursuant hereto in any other manner specified herein.
	 

	 
		SECTION 16.4 Costs and Expenses. In addition to the rights of indemnification granted
		under Section 15.1, the
		Borrower agrees to pay on demand, at any time on or after the Closing Date, all
		costs and expenses (other than with respect to Taxes, the indemnities for which
		are set out solely in Section
		5.3 of this Agreement) in connection
		with the negotiation, preparation, implementation, execution, delivery,
		administration and enforcement of this Agreement, the other Transaction
		Documents, and the other documents and agreements to be delivered hereunder,
		and any amendments, waivers or consents executed in connection with this
		Agreement and/or the other Transaction Documents, including, without
		limitation, (i) the reasonable legal fees and disbursements of Milbank,
		Tweed, Hadley & McCloy LLP, counsel to the Administrative Agent,
		(ii) the other reasonable out-of-pocket costs and expenses of the 
	 

	 
		 
	 

	 
		 
	 

	 
		112
	 

	 
		 
	 



	 
	 

	 

	 
		Administrative Agent and the Lenders (the
		“Credit Parties”), including, without limitation, due diligence
		expenses, and printing, reproduction, document delivery and communication
		costs, each as incurred in connection with the transactions contemplated
		hereunder, or the preparation, review, negotiation, execution and delivery of
		the Transaction Documents, (iii) all fees and expenses of the
		Administrative Agent in connection with any amendments, waivers and consents
		(but not any assignments or participation agreements) executed in connection
		with the Transaction Documents, (iv) all costs and expenses, if any
		(including counsel fees and expenses), of the Credit Parties, in connection
		with the enforcement of the Transaction Documents (but excluding expenses
		incurred by the Administrative Agent in unsuccessful litigation against the
		Borrower), and (v) all costs and expenses (including counsel fees and expenses)
		of the Security Trustee and the Account Bank. The Borrower shall pay all
		amounts under this Section 16.4 from time
		to time upon demand pursuant to the Flow of Funds and after the Borrower and
		the Service Providers have been furnished with reasonably detailed evidence
		thereof. The Borrower’s obligations under this paragraph shall survive any
		termination of this Agreement.
	 

	 
		SECTION 16.5 Binding Effect; Survival. This Agreement shall be binding upon and inure to the
		benefit of the parties hereto and their respective successors and assigns, the
		provisions for the benefit of the Servicer and the Eligible Counterparties
		shall inure to the benefit of the Servicer and the Eligible Counterparties,
		respectively, and their successors and assigns, and the provisions of
		Article V,
		Article X and
		Article XV shall inure
		to the benefit of the Indemnified Parties, respectively, and their respective
		successors and assigns; provided,
		however, nothing in the foregoing shall be deemed to authorize
		any assignment not permitted by Article XIV. This
		Agreement shall create and constitute the continuing obligations of the parties
		hereto in accordance with its terms, and shall remain in full force and effect
		until such time, after the Facility Termination Date when all Obligations have
		been finally and fully paid and performed. The rights and remedies with respect
		to any breach of any representation and warranty made by the Borrower pursuant
		to Article VIII and the
		indemnification and payment provisions of Article V and
		Article XV and
		Section 16.4 shall be
		continuing and shall survive any termination of this Agreement.
	 

	 
		SECTION 16.6 Captions and Cross References. The various captions (including, without limitation,
		the table of contents) in this Agreement are provided solely for convenience of
		reference and shall not affect the meaning or interpretation of any provision
		of this Agreement. Unless otherwise indicated, references in this Agreement to
		any Section, Schedule or Exhibit are to such Section of or Schedule or
		Exhibit to this Agreement, as the case may be, and references in any Section,
		subsection, or clause to any subsection, clause or subclause are to such
		subsection, clause or subclause of such Section, subsection or clause.
	 

	 
		SECTION 16.7 Severability.
		Any provision of this Agreement held to be invalid, illegal or unenforceable in
		any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
		of such invalidity, illegality or unenforceability without affecting the
		validity, legality and enforceability of the remaining provisions hereof; and
		the invalidity of a particular provision in a particular jurisdiction shall not
		invalidate such provision in any other jurisdiction.
	 

	 
		 
	 

	 
		 
	 

	 
		113
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 16.8 Governing Law; Venue.
	 

	 
		(a) THIS AGREEMENT SHALL IN ACCORDANCE WITH
		SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
		NEW YORK BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
		ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF
		THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE PERFECTION OF
		THE INTERESTS OF THE SECURITY TRUSTEE FOR THE BENEFIT OF THE LENDERS AND THE
		ELIGIBLE COUNTERPARTIES IN THE COLLATERAL, OR REMEDIES HEREUNDER, IN RESPECT
		THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW
		YORK.
	 

	 
		(b) EACH PARTY TO THIS AGREEMENT AGREES THAT ANY SUIT, LEGAL
		ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
		DOCUMENT TO WHICH IT IS A PARTY OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT
		THEREOF MAY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
		DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF
		NEW YORK, AND IN THE COURTS OF ITS OWN CORPORATE DOMICILE, IN RESPECT OF
		ACTIONS BROUGHT AGAINST IT AS A DEFENDANT, AND IRREVOCABLY SUBMITS TO THE
		NON-EXCLUSIVE JURISDICTION OF EACH SUCH COURT FOR THE PURPOSE OF ANY SUCH SUIT,
		ACTION, PROCEEDING OR JUDGMENT.
	 

	 
		(c) EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE
		FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
		HAVE TO THE LAYING OF VENUE OF ANY SUIT, LEGAL ACTION OR PROCEEDING ARISING
		DIRECTLY OR INDIRECTLY UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
		DOCUMENT TO WHICH IT IS A PARTY IN ANY COURT REFERRED TO IN CLAUSE (b) ABOVE
		AND HEREBY FURTHER WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY CLAIM THAT
		SUCH COURT IS NOT A CONVENIENT FORUM FOR ANY SUCH SUIT, LEGAL ACTION OR
		PROCEEDING.
	 

	 
		(d) EACH OF THE BORROWER AND THE MANAGER 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 PUGLISI & ASSOCIATES, WITH AN OFFICE ON THE DATE HEREOF AT
		850 LIBRARY AVENUE, SUITE 204, NEWARK, DELAWARE 19711, AND EACH OF THEM HEREBY
		APPOINTS PUGLISI & ASSOCIATES ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE,
		ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF SUCH SERVICE OF LEGAL
		PROCESS.
	 

	 
		 
	 

	 
		 
	 

	 
		114
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 16.9 Counterparts.
	 

	 
		(a) Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by
		different parties hereto in different counterparts), each of which shall
		constitute an original, but all of which when taken together shall constitute a
		single contract. This Agreement shall become effective when it shall have been
		executed by the Administrative Agent and when the Administrative Agent shall
		have received counterparts hereof that, when taken together, bear the
		signatures of each of the other parties hereto. Delivery of an executed
		counterpart of a signature page of this Agreement by telecopier shall be
		effective as delivery of a manually executed counterpart of this
		Agreement.
	 

	 
		(b) Electronic Execution of Assignments. The words “execution,” “signed,”
		“signature,” and words of like import in any Transaction Document
		shall be deemed to include electronic signatures or the keeping of records in
		electronic form, each of which shall be of the same legal effect, validity or
		enforceability as a manually executed signature or the use of a paper-based
		recordkeeping system, as the case may be, to the extent and as provided for in
		any applicable Requirement of Law, including the Federal Electronic Signatures
		in Global and National Commerce Act, the New York State Electronic Signatures
		and Records Act, or any other similar state laws based on the Uniform
		Electronic Transactions Act.
	 

	 
		SECTION 16.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
		VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
		IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
		CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY
		COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
		ACTIONS OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY OTHER
		AFFECTED PERSON OR INDEMNIFIED PARTY. THE BORROWER ACKNOWLEDGES AND AGREES THAT
		IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
		OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND
		THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND
		THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER TRANSACTION
		DOCUMENT.
	 

	 
		SECTION 16.11 Third Party Beneficiary. This Agreement shall only inure to the benefit of and
		be binding upon the parties hereto, the Eligible Counterparties and the
		Servicer and their respective successors and permitted assigns and no third
		party other than the Eligible Counterparties and the Servicer is entitled to
		benefit from this Agreement or the terms hereof.
	 

	 
		SECTION 16.12 Recourse Against Certain Parties; No
		Proceedings. 
	 

	 
		(a) No recourse under or with respect to any
		obligation, covenant or agreement (including, without limitation, the payment
		of any fees or any other obligations) of any Lender or Eligible Counterparty as
		contained in this Agreement or any other agreement, instrument or document
		entered into by it pursuant hereto or in connection herewith shall be had
		against any 
	 

	 
		 
	 

	 
		 
	 

	 
		115
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		administrator of such party or any
		incorporator, affiliate, stockholder, officer, employee or director of such
		party or of any such administrator, as such, by the enforcement of any
		assessment or by any legal or equitable proceeding, by virtue of any statute or
		otherwise; it being
		expressly agreed
		and understood that
		the agreements of such party contained in this Agreement and all of the other
		agreements, instruments and documents entered into by it pursuant hereto or in
		connection herewith are, in each case, solely the corporate obligations of such
		person, and that no personal liability whatsoever shall attach to or be
		incurred by any administrator of such party or any incorporator, stockholder,
		affiliate, officer, employee or director of such party or of any such
		administrator, as such, or any other of them, under or by reason of any of the
		obligations, covenants or agreements of such party contained in this Agreement
		or in any other such instruments, documents or agreements, or that are implied
		therefrom, and that any and all personal liability of every such administrator
		of such party and each incorporator, stockholder, affiliate, officer, employee
		or director of such party or of any such administrator, or any of them, for
		breaches by such party of any such obligations, covenants or agreements, which
		liability may arise either at common law or at equity, by statute or
		constitution, or otherwise, is hereby expressly waived as a condition of and in
		consideration for the execution of this Agreement. The provisions of this
		Section 16.12 shall survive the termination of this Agreement.

	 

	 
		(b) Notwithstanding anything in this
		Agreement to the contrary, no Conduit Lender shall have any obligation to pay
		any amount required to be paid by it hereunder in excess of any amount
		available to such Conduit Lender after paying or making provision for the
		payment of any short-term promissory notes issued by it in connection with this
		Agreement. All payment obligations of each Conduit Lender hereunder are
		contingent on the availability of funds in excess of the amounts necessary to
		pay its short-term promissory notes; and each of the other parties hereto
		agrees that it will not have a claim under Section 101(5) of the Bankruptcy
		Code if and to the extent that any such payment obligation owed to it by such
		Conduit Lender exceeds the amount available to such Conduit Lender to pay such
		amount after paying or making provision for the payment of its short-term
		promissory notes.
	 

	 
		(c) Each of the Manager and the Security
		Trustee agrees that it will not institute against the Borrower or any Borrower
		Subsidiary, or join any other Person in instituting against the Borrower or any
		Borrower Subsidiary, any insolvency proceeding (namely, any proceeding of the
		type referred to in the definition of Event of Bankruptcy) so long as any
		Advances or other amounts due from the Borrower hereunder shall be outstanding
		or there shall not have elapsed one year plus one day
		since the last day on which any such Advances or other amounts shall be
		outstanding. The foregoing shall not limit such Person’s right to file any
		claim in or otherwise take any action with respect to any insolvency proceeding
		that was instituted by any Person other than such Person or after the expiry of
		such one year plus one day
		period.
	 

	 
		(d) Each of the parties hereto (other than
		the relevant Conduit Lender) agrees that it will not institute against, or join
		any other Person in instituting against, such Conduit Lender any insolvency
		proceeding (namely, any proceeding of the type referred to in the definition of
		Event of Bankruptcy) so long as any commercial paper issued by such Conduit
		Lender shall be outstanding or there shall not have elapsed one year
		plus one day since the last day on which any such commercial
		paper shall have been outstanding. The foregoing shall not limit such
		Person’s right to file any claim in or otherwise take any action with
		respect to any insolvency proceeding
	 

	 
		 
	 

	 
		 
	 

	 
		116
	 

	 
		 
	 



	 
	 

	 

	 
		that was instituted by any Person other than
		such Person or after the expiry of such one year plus one day
		period.
	 

	 
		(e) Each of the parties hereto hereby agrees
		that all amounts payable by the Borrower or any Borrower Subsidiary in respect
		of the Obligations hereunder shall be recoverable only from and to the extent
		of:
	 

	 
		(i) amounts on deposit in the Collection
		Account;
	 

	 
		(ii) any other assets of the Borrower and
		the Borrower Subsidiaries and any proceeds thereof;
	 

	 
		(iii) in the case of any payments by way of
		indemnity to be made by the Borrower pursuant to any Transaction Document, to
		any liability insurance proceeds payable in respect of such indemnity
		obligation on the part of the Borrower; provided that
		any such liability insurance proceeds shall be held in trust for the Person
		entitled to the relevant indemnity by the recipient thereof; and
	 

	 
		(iv) any other Collateral pledged under the
		Security Trust Agreement,
	 

	 
		and in consequence each of the parties
		hereto (other than the Borrower) hereby agrees (A) that it shall look
		solely to the foregoing property for payment of all amounts payable by the
		Borrower or any Borrower Subsidiary in respect of the obligations hereunder and
		that neither the Borrower nor any Borrower Subsidiary shall be otherwise
		personally liable therefor and (B) that it shall not petition for the
		bankruptcy, Irish law examinership, insolvency, winding up, liquidation,
		reorganization, amalgamation or dissolution of the Borrower or any Borrower
		Subsidiary (or any of their assets or undertakings); provided that if
		any such proceeding is commenced by any other Person, such party shall be
		entitled to join, claim or prove in such proceeding; provided, that
		the foregoing provisions of this Section 16.12(e) shall not:
	 

	 
		(1) limit or restrict in any way the accrual
		of interest on any unpaid amount (although the limitations as to the personal
		liability of the Borrower and each Borrower Subsidiary shall apply to such
		interest on such unpaid amount); or
	 

	 
		(2) limit or restrict in any way the
		personal liability of the Borrower or any Borrower Subsidiary for the discharge
		of its non-monetary obligations in relation to its covenants, undertakings,
		representations and warranties (or any monetary obligations arising from any
		breach thereof) under any other Transaction Document.
	 

	 
		SECTION 16.13 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
		EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
		PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
		CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
		UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
	 

	 
		 
	 

	 
		 
	 

	 
		117
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 16.14 Resolution
		of Drafting Ambiguities. Each of the
		Borrower and the Manager acknowledges and agrees that it was represented by
		counsel in connection with the execution and delivery of the Transaction
		Documents to which it is a party, that it and its counsel reviewed and
		participated in the preparation and negotiation hereof and thereof and that any
		rule of construction to the effect that ambiguities are to be resolved against
		the drafting party shall not be employed in the interpretation hereof or
		thereof.
	 

	 
		SECTION 16.15 Confidentiality.
		
	 

	 
		(a) Unless otherwise required by applicable
		law, the Borrower and the Manager each agrees to maintain the confidentiality
		of the financial terms and conditions of this Agreement, the other Transaction
		Documents and the transactions contemplated hereby and thereby and the identity
		of the parties hereto, to the other Transaction Documents and otherwise
		participating in such transactions; provided, that
		this Agreement may be disclosed to (i) third parties to the extent such
		disclosure is made pursuant to a written agreement of confidentiality in form
		and substance reasonably satisfactory to the Administrative Agent,
		(ii) the Borrower’s legal counsel and auditors and (iii) any
		Government Entity if required by law.
	 

	 
		(b) Each of the Administrative Agent, the
		Security Trustee, the Account Bank (in each case, for itself and not on behalf
		of any Lender or other party hereto) and each of the Lenders agrees with the
		Borrower and the Service Providers to maintain the confidentiality of the
		Information (as defined below), except that Information may be disclosed (a) to
		it, its Affiliates, investors, potential investors, credit enhancers and each
		such Person’s respective partners, directors, officers, employees, agents,
		advisors and other representatives (it being understood that the persons to
		whom such disclosure is made will be informed of the confidential nature of
		such Information and instructed to keep such Information confidential), (b) to
		the extent requested by any regulatory authority purporting to have
		jurisdiction over it, (c) to the extent required by applicable Requirements of
		Law or by any subpoena or similar legal process, (d) to any other party hereto,
		(e) in connection with the exercise of any remedies hereunder or under any
		other Transaction Document or any action or proceeding relating to this
		Agreement or any other Transaction Document or the enforcement of rights
		hereunder or thereunder, (f) subject to an agreement containing provisions
		substantially the same as those of this Section 16.15(b), to (i) any assignee of or participant in, or any
		prospective assignee of or participant in, any of its rights or obligations
		under this Agreement, (ii) any actual or prospective counterparty (or its
		advisors) to any swap or derivative transaction relating to the Borrower and
		its obligations or (iii) any rating agency for the purpose of obtaining a
		credit rating applicable to any Lender, (g) to the Borrower, any member of the
		Genesis Group or any of their respective Subsidiaries or (h) to the extent such
		Information (x) becomes publicly available other than as a result of a breach
		of this Section 16.15(b) or (y) becomes available to the Administrative Agent,
		the Security Trustee, the Account Bank, any Lender or any of their respective
		Affiliates on a nonconfidential basis from a source other than a member of the
		Genesis Group, the Borrower, a Service Provider, a Lessee or any of their
		respective Subsidiaries. For purposes of this Section, “Information”
		means all information received from any member of the Genesis Group, the
		Borrower, any of its respective Subsidiaries or from the Servicer or a Lessee
		relating to the Genesis Group, the Borrower or any of its respective
		Subsidiaries or any of their respective businesses, including any information
		relating to a Lessee or a Lease, other than any such 
	 

	 
		 
	 

	 
		 
	 

	 
		118
	 

	 
		 
	 



	 
	 

	 

	 
		information that is available to the
		Administrative Agent, the Security Trustee, the Account Bank or any Lender on a
		nonconfidential basis prior to disclosure by any member of the Genesis Group,
		the Borrower or any of its respective Affiliates. Any person required to
		maintain the confidentiality of Information as provided in this Section 16.15(b)
		shall be considered to have complied with its obligation to do so if such
		person has exercised the same degree of care to maintain the confidentiality of
		such Information as such person would accord to its own confidential
		information. 
	 

	 
		SECTION 16.16 USA Patriot Act Notice. The Administrative Agent (for itself and not on behalf
		of any Lender) and each Lender hereby notifies the Borrower that pursuant to
		the requirements of the Patriot Act, such Person is required to obtain, verify,
		and record information that identifies the Borrower, which information includes
		the name and address of the Borrower and other information that will allow such
		Person to identify the Borrower in accordance with the Patriot Act. 
	 

	 
		SECTION 16.17 Security Trustee/Account Bank Notice. To help fight the funding of terrorism and money
		laundering activities, the Security Trustee and the Account Bank will obtain,
		verify and record information that identifies individuals or entities that
		establish a relationship or open an account with the Security Trustee and/or
		Account Bank. The Security Trustee and Account Bank will ask for the name,
		address, tax identification number and other information that will allow either
		of them to identify the individual or entity who is establishing the
		relationship or opening the account. The Security Trustee and Account Bank may
		also ask for formation documents such as articles of incorporation or other
		identifying documents to be provided. 
	 

	 
		SECTION 16.18 Security Trustee/Account Protections. The rights, protections and indemnities of the
		Security Trustee as set forth in the Security Trust Agreement shall be
		incorporated herein for the benefit of the Security Trustee and the Account
		Bank, as applicable, as though explicitly set forth herein.
	 

	 
		SECTION 16.19 Currency Indemnity. This is an international loan transaction in which the
		specification of Dollars and payment in New York City is of the essence, and
		the obligations of the Borrower under this Agreement and the other Credit
		Documents to each Lender or the Administrative Agent (in this
		Section 16.19 called an “Entitled Person”) to make payment in Dollars shall not be
		discharged or satisfied by any tender or recovery pursuant to any judgment
		expressed in or converted into any other currency or in another place except to
		the extent that on the Business Day following receipt of any sum such Entitled
		Person may in accordance with normal banking procedures purchase, and transfer
		to New York City, Dollars in the amount originally due to such Entitled Person
		with the judgment currency. If for the purpose of obtaining judgment in any
		court it is necessary to convert a sum due hereunder in Dollars into another
		currency (in this Section 16.19 called the “judgment currency”), the rate of exchange that shall be applied
		shall be that at which in accordance with normal banking procedures the
		Administrative Agent could purchase such Dollars at New York, New York with the
		judgment currency on the Business Day next preceding the day on which such
		judgment is rendered. The Borrower hereby, as a separate obligation and
		notwithstanding any such judgment, agrees to indemnify such Entitled Person
		against, and to pay each Entitled Person on demand, in Dollars,
	 

	 
		 
	 

	 
		 
	 

	 
		119
	 

	 
		 
	 



	 
	 

	 

	 
		the amount (if any) by which the sum
		originally due to such Entitled Person in Dollars hereunder exceeds the amount
		of the Dollars purchased and transferred as aforesaid.
	 

	 
		SECTION 16.20 Indemnification of Security Trustee and Account
		Bank. Each Non-Conduit Lender agrees to
		indemnify each of the Security Trustee and the Account Bank (in each case, to
		the extent not reimbursed by the Borrower), ratably in accordance with the
		aggregate principal amount of the outstanding Advances made by the Non-Conduit
		Lenders (or, if no Advances are at the time outstanding, ratably in accordance
		with their respective Non-Conduit Lender Commitments), from and against any and
		all liabilities, obligations, losses, damages, penalties, actions, judgments,
		suits, costs, expenses or disbursements of any kind or nature whatsoever which
		may be imposed on, incurred by, or asserted against the Security Trustee or the
		Account Bank in any way relating to or arising out of this Agreement or any
		other Transaction Document or any action taken or omitted by the Security
		Trustee or the Account Bank under this Agreement or any other Transaction
		Document; provided, that
		no such Non-Conduit Lender shall be liable for any portion of such liabilities,
		obligations, losses, damages, penalties, actions, judgments, suits, costs,
		expenses or disbursements resulting from the Security Trustee’s or the
		Account Bank’s gross negligence or willful misconduct.
	 

	 
		[Signature pages to follow.]
	 

	 
		 
	 

	 
		 
	 

	 
		120
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the parties have caused
		this Agreement to be executed by their respective officers thereunto duly
		authorized as of the day and year first above written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GENESIS ACQUISITION
				  LIMITED,
 as Borrower
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ John McMahon
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  John McMahon
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Genesis Acquisition Limited
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Clarendon House
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  2 Church Street
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Hamilton, HM 11
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Bermuda
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile No.: 441 292 4720/295
				  1861
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GENESIS LEASE LIMITED,

				  as Manager
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ John McMahon
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  John McMahon
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Genesis Lease Limited
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Clarendon House
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  2 Church Street
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Hamilton, HM 11
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Bermuda
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile No.: 441 292 4720/295
				  1861
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CITIBANK, N.A.,

				  as Administrative Agent
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Thomas Hollahan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Thomas Hollahan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  VP
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Citibank, N.A.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  2 Penns Way, Suite 100
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  New Castle, DE 19720
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attention: Dana Thompson
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: 302-894-6082
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Fax: 212-994-0961
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CITIBANK, N.A.,

				  as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Thomas Hollahan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Thomas Hollahan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  VP
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Citibank, N.A.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  2 Penns Way, Suite 100
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  New Castle, DE 19720
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attention: Dana Thompson
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: 302-894-6082
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Fax: 212-994-0961
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  WACHOVIA BANK, NATIONAL
				  ASSOCIATION,
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Eric C. Blau
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Eric C. Blau
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  With a copy to:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Conduit Administration

				  c/o Wachovia Capital Markets, LLC

				  One Wachovia Center

				  301 S. College St., TW-10

				  Charlotte, NC 28288-0600

				  Fax: 704-383-9579

				  Email: cp.conduits@wachovia.com
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  with a further copy to:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Eric Blau

				  Wachovia Capital Markets, LLC

				  One Wachovia Center

				  301 S. College St., NC0174

				  Charlotte, NC 28288

				  Fax: 704-383-4012
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 


	 

	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  VARIABLE FUNDING CAPITAL COMPANY
				  LLC,
 as Lender
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  Wachovia Capital Markets,
				  LLC
 As attorney-in-fact
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Douglas R. Wilson,
				  Sr.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Douglas R. Wilson, Sr.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  With a copy to:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Conduit Administration

				  c/o Wachovia Capital Markets, LLC

				  One Wachovia Center

				  301 S. College St., TW-10

				  Charlotte, NC 28288-0600

				  Fax: 704-383-9579

				  Email: cp.conduits@wachovia.com
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  with a further copy to:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Eric Blau

				  Wachovia Capital Markets, LLC

				  One Wachovia Center

				  301 S. College St., NC0174

				  Charlotte, NC 28288

				  Fax: 704-383-4012
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS,
 as Security Trustee and
				  Account Bank
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Eileen M. Hughes
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Eileen M. Hughes
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ William Schwerdtman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  William Schwerdtman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Associate
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  60 Wall Street, 26th
				  Floor
 New York, NY 10005

				  Attention: Trust and Securities/Structured Finance
				  Services
 Fax: 212-553-2458
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  ALLIED IRISH BANKS,
				  P.L.C.,
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Grace Gilligan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Grace Gilligan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Senior Vice President
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Michael Ryan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Michael Ryan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Senior Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Allied Irish Banks,
				  p.l.c.,
 Bankcentre,

				  Ballsbridge,

				  Dublin 4,
 Ireland,
				

				
				  Telephone No.: 353 1
				  6414832
 Facsimile No.: 353 1
				  6682508
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 


	 

	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  ALLIANCE & LEICESTER COMMERCIAL
				  FINANCE plc,
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Jonathan Marchant
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Jonathan Marchant
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Senior Manager
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Alliance & Leicester Commercial
				  Finance plc
 3rd
				  Floor
 120 New Cavendish
				  Street
 London

				  WIW 6XX
 Telephone No.: 020 7907 3600
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  THE GOVERNOR AND COMPANY OF THE BANK
				  OF SCOTLAND,
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Claire Mesmain
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Claire Mesmain
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Associate Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Bank of Scotland

				  Aircraft Finance

				  155 Bishopsgate

				  London EC2M 3YB

				  UK
 Attn:
				  Claire Mesmain
 Telephone No.: 44 (0)
				  207 012 9189
 Facsimile No.: 44 (0) 207
				  012 9455
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  BTMU CAPITAL CORPORATION,
				  
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Cheryl Behan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Cheryl Behan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Senior Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  BTMU Capital Corporation

				  111 Huntington Avenue, Suite 400

				  Boston, MA 02199-9000

				  USA
 Telephone No.: 617-573-9000

				  Facsimile No.: 617-345-5153
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  BAYERISCHE HYPO- UND VEREINSBANK AG,
				  LONDON BRANCH
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Lutz Pfeilsticker
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Lutz Pfeilsticker
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  VP
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Wolfgang Schmidt
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Wolfgang Schmidt
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  VP
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Bayerische Hypo- und Vereinsbank
				  AG,
 London Branch

				  Moor House
 120 London Wall
 London EC2Y 5ET
 Booking office:

				  Telephone No.: 44 20 7826 1485-1481

				  Facsimile No.: 44 20 7826 1488

				  Email: Loan.services@hvbeurope.com
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Other issues:

				  MIF 2 AF
 Telephone No.: 49 89 378-25117

				  Facsimile No.: 49 89 378 20345

				  Email: lutz.pfeilsticker@hvb.de
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  LANDESBANK BADEN-WÜRTTEMBERG,
				  
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Thomas Leidenberger
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Thomas Leidenberger
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Christian Bezner
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Christian Bezner
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Senior Project Manager
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Landesbank
				  Baden-Württemberg
 6751 H
				  Structured Finance
 Am Hauptbahnhof
				  2
 70173 Stuttgart

				  Germany
 Attn: Christian Bezner

				  Telephone No: +49 711 127 49759

				  Facsimile No.: +49 711 127 49747

				  christian.bezner@lbbw.de
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  NEC LEASING, LTD., 

				  as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Tomoyuki Kato
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Tomoyuki Kato
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  NEC Leasing, Ltd.

				  NEC-Sumisei Building 

				  29-11, Shiba 5-chome, Minato-ku 

				  Tokyo 108-0014, Japan

				  Telephone No: 81 03-5476-5633

				  Facsimile No.: 81 03-5476-5424
 Attn: Kazuhiko
				  Segawa
 Email:
				  ksegawa@sog.nel.nec.co.jp
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  NORDDEUTSCHE LANDESBANK
				  GIROZENTRALE, 
 as Co-Documentation
				  Agent and as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Brauns
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Brauns
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  SVP
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Gruenke
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Gruenke
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  VP
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Norddeutsche Landesbank
				  Girozentrale
 Ship and Aircraft Finance
				  Department
 Friedrichswall 10

				  30159 Hannover

				  Germany
 Attn: Claudia Ziemer

				  Telephone No: 49 511 361 5201

				  Facsimile No.: 49 511 361 4785
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  WESTLB AG, LONDON BRANCH

				  as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ John Swift
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  John Swift
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Victoria Hartley
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Victoria Hartley
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Executive Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  WestLB AG

				  London Branch

				  Woolgate Exchange

				  25 Basinghall Street

				  London EC2V 5HA

				  UK
 Telephone No: 44 0 20 7020 7818

				  Facsimile No.: 44 0 20 7020 7820

				  Attn: John Swift
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  BAYERISCHE LANDESBANK, 

				  as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Christian Saur
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Christian Saur
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  First Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Sabine Kruse
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Sabine Kruse
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Bayerische Landesbank

				  Departm. 2611/Aircraft Finance

				  Brienner Straße 18

				  80333 Muenchen

				  Germany
 Telephone No: 49 89 2171-23769

				  Facsimile No.: 49 89 2171-23763
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CALYON NEW YORK BRANCH, 

				  as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Brian Bolotin
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Brian Bolotin
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Managing Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Angel Naranjo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Angel Naranjo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Calyon Corporate Investment
				  Bank
 Credit Agricole Group

				  Calyon Building 

				  1301 Avenue of the Americas 

				  New York, NY 10019-6022

				  USA
 Telephone No.: 212-261-7000

				  Facsimile No.: 212-459-3185
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEKABANK DEUTSCHE GIROZENTRALE,
				  
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Angelika Beyer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Angelika Beyer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  First Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Carsten Grote
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Carsten Grote
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Assistant Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  DekaBank 

				  Deutsche Girozentrale

				  Mainzer Landstrasse 16

				  60325 Frankfurt am Main

				  Germany
 Telephone No.: 49 69 71 47-2274

				  Facsimile No.: 49 69 71 47-7147

				  Email: exportfinance@dekabank.de
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  LANDESBANK
				  HESSEN-THÜRINGEN
 GIROZENTRALE,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Kohrsmeier-Hartmann
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Kohrsmeier-Hartmann
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Kai Dörmann
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Kai Dörmann
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Landesbank Hessen-Thüringen
				  Girozentrale
 MT 2150 - Asset Finance
				  
 Neue Mainzer Straße
				  52-58
 60311 Frankfurt am
				  Main
 Germany

				  Attn: Kai Dörmann

				  Telephone No.: +49 69 9132-5296

				  Facsimile No.: +49 69 9132-4392

				  Email: kai.doermann@helaba.de
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  NATIXIS TRANSPORT
				  FINANCE,
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Christian McCormick
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Christian McCormick
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  CEO
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /s/ Marc Bourgade
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Marc Bourgade
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  CFO
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Credit Agreement
	 

	 
		 
	 



	 
	 

	 



	 
		Appendix I
	 

	 
		Table 1:
	 

	 
		Eligible Aircraft
	 

	 
		 
	 

	 
			
				
				  Aircraft Type
				

			 	
				
				   
				

			 	
				
				  Maximum Age
				

			 	
				
				   
				

			 	
				
				  Commitment 

				  Amount =< $250MM
				

			 	
				
				   
				

			 	
				
				  Commitment Amount >
				  $250MM
				

			 	
				
				   
				

			 
	
				
				  Tier I
				

			 
	
				
				  A319-100
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  A320-200
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-700
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				  100%
				

			 	
				
				   
				

			 	
				
				  100%
				

			 	
				
				   
				

			 
	
				
				  B737-800
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Tier II
				

			 
	
				
				  A321-200
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  A330-200
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-400 (EFIS)
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  34% for whole
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-300 (EFIS)
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  Tier with minimum
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B747-400F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				  requirement of
				

			 	
				
				   
				

			 	
				
				  50%
				

			 	
				
				   
				

			 
	
				
				  B757-200 ETOPS
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  two Tier I Aircraft
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B757-200F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				  for each Tier II 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B767-300ER
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  Aircraft
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B767-200F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B767-300F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B777-200ER
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B777-300ER
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ERJ-170
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Tier III
				

			 
	
				
				  A330-300
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-300(Analog)
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  25% for whole
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-400 (Analog)
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  Tier with minimum
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-300F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				  requirement of
				

			 	
				
				   
				

			 	
				
				  25%
				

			 	
				
				   
				

			 
	
				
				  B737-300QC
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				  three Tier I Aircraft
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-500
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  for each Tier III 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B757-200
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  Aircraft
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  MD-11F
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		142
	 



	 
	 

	 

	 
		Table 2:
	 

	 
		Concentration Limits
	 

	 
		 
	 

	 
			
				
				  Warehouse Concentration
				  Limits
				

			 	
				
				   
				

			 	
				
				  Warehouse Size (Outstanding
				  Principal Amount) Up to $100MM
				

			 	
				
				   
				

			 	
				
				  Warehouse Size (Outstanding
				  Principal Amount) >100 - 175 MM
				

			 	
				
				   
				

			 	
				
				  Warehouse Size (Outstanding
				  Principal Amount) >175 - 250 MM
				

			 	
				
				   
				

			 	
				
				  Warehouse Size (Outstanding
				  Principal Amount) > 250 MM
				

			 	
				
				   
				

			 
	
				
				  Lessee Concentration
				  Limits
				

			 
	
				
				  Single Lessee 
				

			 	
				
				   
				

			 	
				
				  $75MM
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  15.00%
				

			 	
				
				   
				

			 
	
				
				  Special Consideration Country
				  Lessee
				

			 	
				
				   
				

			 	
				
				  $50MM
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  20.00%
				

			 	
				
				   
				

			 	
				
				  10.00%
				

			 	
				
				   
				

			 
	
				
				  Three Largest Lessees 
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  80.00%
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 
	
				
				  Country Concentration
				  Limits
				

			 
	
				
				  United States
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  25.00%
				

			 	
				
				   
				

			 
	
				
				  Rated Country
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  22.50%
				

			 	
				
				   
				

			 
	
				
				  Other-Rated Country
				

			 	
				
				   
				

			 	
				
				  $75MM
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  15.00%
				

			 	
				
				   
				

			 
	
				
				  Special Consideration Country

				

			 	
				
				   
				

			 	
				
				  $50MM
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  20.00%
				

			 	
				
				   
				

			 	
				
				  10.00%
				

			 	
				
				   
				

			 
	
				
				  Region Concentration
				  Limits
				

			 
	
				
				  Developed Europe
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  70.00%
				

			 	
				
				   
				

			 	
				
				  55.00%
				

			 	
				
				   
				

			 	
				
				  40.00%
				

			 	
				
				   
				

			 
	
				
				  Developed Asia
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  70.00%
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  35.00%
				

			 	
				
				   
				

			 
	
				
				  North America
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  25.00%
				

			 	
				
				   
				

			 
	
				
				  Emerging Europe & Africa/Middle
				  East
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  60.00%
				

			 	
				
				   
				

			 	
				
				  45.00%
				

			 	
				
				   
				

			 	
				
				  35.00%
				

			 	
				
				   
				

			 
	
				
				  Latin America/Caribbean
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  35.00%
				

			 	
				
				   
				

			 	
				
				  25.00%
				

			 	
				
				   
				

			 
	
				
				  Emerging Asia/Pacific
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  60.00%
				

			 	
				
				   
				

			 	
				
				  45.00%
				

			 	
				
				   
				

			 	
				
				  40.00%
				

			 	
				
				   
				

			 
	
				
				  Additional Aircraft Concentration
				  Limits
				

			 
	
				
				  Widebody Aircraft
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  60%
				

			 	
				
				   
				

			 	
				
				  40%
				

			 	
				
				   
				

			 	
				
				  25%
				

			 	
				
				   
				

			 
	
				
				  Freighter Aircraft
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50%
				

			 	
				
				   
				

			 	
				
				  30%
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 
	
				
				  Regional Jet Aircraft
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				  10%
				

			 	
				
				   
				

			 
	
				
				  Boeing Aircraft
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  70%
				

			 	
				
				   
				

			 
	
				
				  Airbus Aircraft
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  70%
				

			 	
				
				   
				

			 
	
				
				  Out-of-Production Aircraft
				

			 	
				
				   
				

			 	
				
				  45%
				

			 	
				
				   
				

			 	
				
				  45%
				

			 	
				
				   
				

			 	
				
				  45%
				

			 	
				
				   
				

			 	
				
				  45%
				

			 	
				
				   
				

			 
	
				
				  Other Manufacturer Aircraft
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				  10%
				

			 	
				
				   
				

			 

 

	 
		 
	 




	 
	 

	 

	 
		 
	 

	 
			
				
				  Region
				

			 	
				
				   
				

			 	
				
				  Countries
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Developed Markets:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Europe
				

			 	
				
				   
				

			 	
				
				  Aland Islands, Andorra, Austria,
				  Belgium, Denmark, Faroe Islands, Finland, France, Germany, Greece, Iceland,
				  Ireland, Isle of Man, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands,
				  Norway, San Marino, Spain, Svalbard (Finland), Sweden, Switzerland, United
				  Kingdom, Vatican City (Holy See)
				

			 
	
				
				  North America
				

			 	
				
				   
				

			 	
				
				  Canada, Greenland and United
				  States
				

			 
	
				
				  Asia
				

			 	
				
				   
				

			 	
				
				  Australia, Hong Kong, Japan, New
				  Zealand and Singapore
				

			 
	
				
				  Emerging Markets:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Europe
				

			 	
				
				   
				

			 	
				
				  Armenia, Azerbaijan, Belarus, Bosnia
				  & Herzegovina, Bulgaria, Channel Islands, Croatia, Cyprus, Czech Republic,
				  Estonia, Georgia, Gibraltar, Hungary, Kosovo, Latvia, Lithuania, Macedonia,
				  Malta, Moldova, Montenegro, Nagorno-Karabakh, Northern Cyprus, Poland,
				  Portugal, Reunion (French), Romania, Russia, Saint Pierre and Miquelon
				  (French), Slovakia, Slovenia, South Ossetia, Turkey, Ukraine
				

			 
	
				
				  Asia/Pacific
				

			 	
				
				   
				

			 	
				
				  Afghanistan, American Samoa,
				  Bangladesh, Bhutan, Brunei Darussalam, Cambodia, China, Christmas Island, Cocos
				  Island, Cook Islands, Fiji, French Polynesia, Guam (USA), India, Indonesia,
				  Kazakhstan, Kiribati, Kyrgyz Republic, Laos, Macao, Malaysia, Maldives,
				  Marshall Islands, Micronesia, Mongolia, Nauru, Nepal, New Caledonia, Norfolk
				  Island, North Korea, Northern Mariana Islands, Pakistan, Palau, Papua New
				  Guinea, Philippines, Samoa, Solomon Islands, South Korea, Sri Lanka, Taiwan,
				  Tajikistan, Thailand, Timor-Leste, Tonga, Turkmenistan, Tuvalu, Uzbekistan,
				  Vanuatu, Vietnam, Wallis & Futuna
				

			 
	
				
				  Latin America/Caribbean
				

			 	
				
				   
				

			 	
				
				  Anguilla, Antigua & Barbuda,
				  Argentina, Aruba, Ascension Island, Bahamas, Barbados, Belize, Bermuda,
				  Bolivia, Brazil, British Virgin Islands, Cayman Island, Chile, Colombia, Costa
				  Rica, Cuba, Dominica, Dominican Republic, Ecuador, El Salvador, Falkland
				  Islands, French Guiana, Grenada, Guadeloupe, Guatemala, Guyana, Haiti,
				  Honduras, Jamaica, Martinique (French), Mexico, Montserrat, Netherlands
				  Antilles, Nicaragua, Panama, Paraguay, Peru, Puerto 
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Region
				

			 	
				
				   
				

			 	
				
				  Countries
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Rico (USA), Saint Helena, Saint
				  Vincent & the Grenadines, St. Lucia, Suriname, Trinidad & Tobago,
				  Tristan de Cunha, Turks and Caicos Islands, Uruguay, US Virgin Islands (USA),
				  Venezuela
				

			 
	
				
				  Africa/Middle East
				

			 	
				
				   
				

			 	
				
				  Algeria, Angola, Bahrain, Benin,
				  Botswana, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African
				  Republic, Chad, Comoros, Democratic Republic of Congo, Republic of Congo, Cote
				  d’Ivoire, Djibouti, Egypt, Equatorial Guinea, Eritrea, Ethiopia, Gabon,
				  Gambia, Ghana, Guinea, Guinea-Bissau, Iran, Iraq, Jordan, Kenya, Kuwait,
				  Lebanon, Lesotho, Liberia, Libya, Madagascar, Malawi, Mali, Mauritania,
				  Mauritius, Mayotte (French), Morocco, Mozambique, Namibia, Niger, Nigeria,
				  Oman, Palestine, Qatar, Rwanda, São Tomé and Príncipe,
				  Saudi Arabia, Senegal, Seychelles, Sierra Leone, Somalia, Somaliland, South
				  Africa, Sudan, Swaziland, Syria, Tanzania, Togo, Tunisia, Uganda, United Arab
				  Emirates, Western Sahara, Yemen, Zambia, Zimbabwe
				

			 
	
				
				  Special Consideration
				

			 	
				
				   
				

			 	
				
				  Aland Islands, Albania, Algeria,
				  American Samoa, Andorra, Angola, Anguilla, Antigua & Barbuda, Aruba,
				  Ascension Island, Bahamas, Bangladesh, Barbados, Bhutan, Botswana, British
				  Virgin Islands, Brunei Darussalam, Christmas Island, Cocos Island, Cook
				  Islands, Djibouti, Dominica, Dominican Republic, Falkland Islands, Faroe
				  Islands, Fiji, French Guiana, French Polynesia, Gabon, Gambia, Gibraltar,
				  Greenland, Guadeloupe, Guam (USA), Guinea, Honduras, Isle of Man, Israel,
				  Jamaica, Kazakhstan, Kenya, Kiribati, Lebanon, Lesotho, Liechtenstein,
				  Macedonia, Maldives, Mali, Marshall Islands, Martinique (French), Mauritania,
				  Mauritius, Monaco, Mongolia, Montserrat, Mozambique, Nauru, Nepal, Netherlands
				  Antilles, Nicaragua, Norfolk Island, Northern Cyprus, Northern Mariana Islands,
				  Pakistan, Palau, Papua New Guinea, Paraguay, Puerto Rico (USA), Reunion
				  (French), Romania, Saint Helena, Saint Pierre and Miquelon (French), Saint
				  Vincent & the Grenadines, Samoa, San Marino, Saudi Arabia, Serbia,
				  Seychelles, Slovenia, Sri Lanka, St. Lucia, Suriname, Swaziland, Tajikistan,
				  Tanzania, Timor-Leste, Tonga, Trinidad & Tobago, Tristan da Cunha, Tunisia,
				  Turks and Caicos Islands, Tuvalu, Ukraine, Uruguay, US Virgin Islands (USA),
				  Vanuatu, Vatican City (Holy See), Venezuela, Wallis & Futuna, and all other
				  countries not listed
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Prohibited 
	 

	 
		Abkhazia, Afghanistan, Azerbaijan, Belarus,
		Belize, Benin, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad,
		Comoros, Democratic Republic of Congo, Republic of Congo, Cote d’Ivoire,
		Cuba, Equatorial Guinea, Eritrea, Gambia, Guinea-Bissau, Guyana, Haiti, Iran,
		Iraq, Kosovo, Kyrgyz Republic, Laos, Liberia, Mayotte (French), Micronesia,
		Moldova, Montenegro, Myanmar (Burma), Nagorno-Karabakh, Namibia, New Caledonia,
		Niger, North Korea, Palestine, Pridnestrovie, Rwanda, São Tomé
		and Príncipe, Senegal, Sierra Leone, Solomon Islands, Somalia,
		Somaliland, South Ossetia, Sudan, Syria, Togo, Turkmenistan, Uganda,
		Uzbekistan, Western Sahara, Yemen, and Zimbabwe.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Table 3:
	 

	 
		Core Lease Provisions
	 

	 
			
				
				  1.
				

			 	
				
				  Representations and Warranties,
				  etc.
				

			 

 

	 
		representations and warranties or a legal
		opinion or such other comfort acceptable to the Lessor as to, without
		limitation, the due execution of such Lease by the related Lessee and the
		validity of such Lessee’s obligations thereunder, due authorization of
		such Lease and procurement of relevant licenses and permits in connection
		therewith;
	 

	 
			
				
				  2.
				

			 	
				
				  Subleasing
				

			 

 

	 
		permission to sublease only if the primary
		Lessee thereunder remains obligated to make payments on such primary Lease,
		except with respect to the specific classes of sublessees and under the
		specific conditions provided in such Lease;
	 

	 
			
				
				  3.
				

			 	
				
				  Permitted Encumbrances
				

			 

 

	 
		provisions requiring the Lessee not to
		create any encumbrances in respect of the Aircraft or the related engines,
		except for exceptions thereto consistent with Leasing Company Practice,
		including encumbrances not affecting the use or operation of the Aircraft
		arising in the ordinary course of the Lessee’s business;
	 

	 
			
				
				  4.
				

			 	
				
				  No Right to Sell
				

			 

 

	 
		the Lease shall not permit a Lessee to sell
		any Aircraft except, with respect to an Aircraft the subject of a purchase
		option, pursuant to an agreement entered into by such Lessee prior to the
		exercise of such purchase option to sell or otherwise transfer ownership of
		such Aircraft upon the exercise of such purchase option;
	 

	 
			
				
				  5.
				

			 	
				
				  Events of Loss
				

			 

 

	 
		provisions stipulating that the lease will
		terminate if there is an Event of Loss with respect to the relevant Aircraft
		(unless the Lessee is provided a right to provide a replacement Eligible
		Aircraft in accordance with Leasing Company Practice);
	 

	 
			
				
				  6.
				

			 	
				
				  Return of Aircraft
				

			 

 

	 
		provisions for redelivery of the relevant
		Aircraft, including, if applicable, replacement engines and parts, on expiry or
		termination of the Lease (other than any expiration or termination coincident
		with the purchase of the relevant Aircraft pursuant to exercise of a purchase
		option by the relevant Lessee or in cases in which such Lease provides for
		retention of the relevant Aircraft by the lessee or for delivery to a third
		party), specifying the required return condition and any obligation upon the
		Lessee to remedy or compensate the Lessor, directly or indirectly, for any
		material deviations from such 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		return condition, in each case considering
		the other terms of the relevant Lease and to the extent consistent with Leasing
		Company Practice;
	 

	 
			
				
				  7.
				

			 	
				
				  Termination Events
				

			 

 

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

	 
			
				
				  8.
				

			 	
				
				  Assignment
				

			 

 

	 
		provisions prohibiting the assignment of any
		benefits or obligations under the Lease to any Person, subject to exceptions
		consistent with Leasing Company Practice;
	 

	 
			
				
				  9.
				

			 	
				
				  Disclaimer of Conditions or
				  Warranty
				

			 

 

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

	 
			
				
				  10.
				

			 	
				
				  Net Lease
				

			 

 

	 
		provisions stating the Lessee’s
		obligation to make rental payments is absolute and unconditional under any and
		all circumstances and regardless of other events or similar provisions, subject
		to exceptions consistent with Leasing Company Practice; and
	 

	 
			
				
				  11.
				

			 	
				
				  Maintenance
				

			 

 

	 
		maintenance provisions consistent with
		Leasing Company Practice.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		EXHIBIT A
	 

	 
		FORM OF ADVANCE REQUEST
	 

	 
		ADVANCE REQUEST
	 

	 
		[Date]
	 

	 
		CITIBANK, N.A., 
	 

	 
			
				
				   
				

			 	
				
				  as Administrative Agent for the
				  Lenders
				

			 

 

	 
			
				
				   
				

			 	
				
				  under the Credit Agreement referred
				  to below
				

			 

 

	 
		2 Penns Way, Suite 100
	 

	 
		New Castle, DE 19720
	 

	 
		Attn: Dana Thompson
	 

	 
			
				
				   
				

			 	
				
				  Facsimile No.: 1-212-994-0961
				  
				

			 

 

	 
		DEUTSCHE BANK TRUST COMPANY AMERICAS,

	 

	 
			
				
				   
				

			 	
				
				  as Security Trustee and as Account
				  Bank
				

			 

 

	 
			
				
				   
				

			 	
				
				  under the Credit Agreement referred
				  to below
				

			 

 

	 
		c/o Deutsche Bank National Trust
		Company
	 

	 
		25 DeForest Avenue, MS 010105
	 

	 
		Summit, NJ 07901
	 

	 
		Attention: Trust and Securities/Structured
		Finance Services
	 

	  

	 
			
				
				   
				

			 	
				
				  Facsimile No.: 1-212-553-2458

				

			 

 

	 
		Ladies and Gentlemen:
	 

	 
		The undersigned, Genesis Acquisition
		Limited, an exempted company incorporated and existing under the laws of
		Bermuda (the “Borrower”)
		refers to that certain Credit Agreement dated as of April 5, 2007 (as it may be
		amended, restated, supplemented and/or otherwise modified from time to time,
		the “Credit
		Agreement”), among the Borrower,
		Genesis Lease Limited, as Manager, the Lenders party thereto from time to time,
		Citibank, N.A., as Administrative Agent, and Deutsche Bank Trust Companies
		Americas, as Security Trustee and Account Bank, and hereby gives you notice
		pursuant to Section 2.2(a) of the Credit Agreement that the undersigned
		requests one or more Advances under the Credit Agreement, and in that
		connection sets forth below the information relating to each such Advance as
		required by Section 2.2(a) of the Credit Agreement (capitalized terms used
		herein but not otherwise defined shall have the meanings set forth in the
		Credit Agreement):
	 

	 
		(i) The Advance Date is ____________,
		____.
	 

	 
		(ii) The aggregate principal amount of this
		Advance is $________.
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. A-1
	 

	 
		 
	 



	 
	 

	 

	 
		(iii) The Interest Period will be of [one]
		[three] month duration. This election will become effective starting on the
		Interest Period following the Payment Date which occurs after this Advance
		Date, unless the Advance Date occurs on the same date as a Payment Date, in
		which case the interest election will become effective starting on the Advance
		Date.
	 

	 
		(iv) The Lenders are to fund the proceeds of
		this Advance to the following account:
	 

	 
		Bank Name: Citibank, N.A.
	 

	 
		Location: New York
	 

	 
		Account Name: Agency/Medium Term
		Finance
	 

	 
		Account #: 36852248
	 

	 
		ABA #: 021000089
	 

	 
		Ref.: Genesis Acquisition Ltd.
	 

	 
		(v) The date or dates (any of which shall be
		a Business Day), not less than four Business Days from the date that the
		Borrower delivers this Advance Request that the Borrower anticipates that the
		conditions precedent to funding against any Financed Aircraft to be financed
		pursuant to the Advances (the “Requested Aircraft”) set forth in Section 6.2 of the Credit Agreement
		shall be satisfied as to each such Requested Aircraft are set forth in
		Annex I attached hereto.
	 

	 
		(vi) Attached hereto as Annex II is a
		true and correct copy of the borrowing base certification required by Section
		2.2(a) of the Credit Agreement.
	 

	 
		(vii) Attached hereto as Annex III are
		true and correct copies of each of the schedules, annexes, exhibits and other
		attachments required to be updated or added to the various Transaction
		Documents, under the terms thereof, pursuant to the consummation of the
		transactions contemplated in the making of the requested Advances.
	 

	 
		The undersigned hereby certifies that the
		following statements are true on the date hereof, and will be true on the
		Advance Date after giving effect to the Advances requested hereunder and the
		consummation of the transactions contemplated in the making of such
		Advances:
	 

	 
		(A) The date of such Advances is a Business
		Day;
	 

	 
		(B) The representations and warranties of
		the Borrower contained in Article VIII of the Credit Agreement are true and
		correct in all material respects, with the same effect as though made on such
		date (except, that any such representations or warranties expressly stated by
		their terms to be made only at or as of one or more earlier dates or times,
		shall be made only at or as of such earlier dates or times);
	 

	 
		(C) No Default or Event of Default, Manager
		Default, Servicer Termination Event, or event that would constitute a Servicer
		Termination Event but for the passage of time or the giving of notice or both,
		has occurred and is continuing, or will result from the making of such
		Advances; and
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. A-2
	 

	 
		 
	 



	 
	 

	 

	 
		(D) All conditions precedent contained in
		Section 6.2 of the Credit Agreement which do not require the submission of
		documentary evidence have been satisfied or will be satisfied as of the Advance
		Date.
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. A-3
	 

	 
		 
	 



	 
	 

	 

	 
		Very truly yours,
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GENESIS ACQUISITION
				  LIMITED,
 as Borrower
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Exh. A-4
	 

	 
		 
	 



	 
	 

	 

	 
		ANNEX I
	 

	 
		Anticipated Date of Satisfaction of
		Conditions Precedent for each Requested Aircraft
	 

	 
		The Borrower anticipates that the conditions
		precedent to funding against each of the Requested Aircraft shall be satisfied
		as to each such Requested Aircraft listed below as set forth in Section 6.2 of
		the Credit Agreement on the following date(s):
	 

	 
		[To be completed by Borrower, as
		applicable]
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. A-5
	 

	 
		 
	 



	 
	 

	 

	 
		ANNEX II
	 

	 
		Form of Borrowing Base
		Certification
	 

	 
		Advance
		Request Number
	 

	 
		Date of
		Advance Request
	 

	 
		Advance
		Date
	 

	 
		Aircraft
		Number
	 

	 
		MSN
	 

	 
		Engines
	 

	 
		Date of
		Manufacture/Conversion
	 

	 
		Purchase
		Date
	 

	 
		Lessee
	 

	 
		Lease
		Rental Amount
	 

	 
		Rental
		Frequency
	 

	 
		Lease
		Expiry Date
	 

	 
		Lease
		Payment Currency
	 

	 
		Security
		Deposit
	 

	 
		Supplemental Rent
	 

	 
		Aircraft
		Type
	 

	 
		Aircraft
		Tier
	 

	 
		Aircraft
		Tier Concentration Percentage
	 

	 
		Aircraft
		Tier Concentration Limit Exceeded?
	 

	 
		Aircraft
		Age
	 

	 
		Aircraft
		Age Limit Exceeded?
	 

	 
		Weighted
		Aircraft Portfolio Age Limit Exceeded?
	 

	 
		Aircraft/Engine Combination Flown by More
		than Ten Operators?
	 

	 
		More
		than 30% of Aircraft Type Flown by Three or Fewer Operators?
	 

	 
		Event of
		Loss occurred?
	 

	 
		Lessee
	 

	 
		Single
		Lessee Concentration Limit Exceeded?
	 

	 
		Special
		Consideration Country Lessee Limit Exceeded?
	 

	 
		Three
		Largest Lessee’s Concentration Limit Exceeded?
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. A-6
	 

	 
		 
	 



	 
	 

	 

	 
		Country
	 

	 
		“Prohibited Jurisdiction” under
		OFAC?
	 

	 
		Prohibited Country?
	 

	 
		Country
		Concentration Limit
	 

	 
		Country
		Concentration Limit Exceeded?
	 

	 
		Region
	 

	 
		Region
		Concentration Limit
	 

	 
		Region
		Concentration Limit Exceeded?
	 

	 
		Additional Aircraft Concentration Type
		(1)
	 

	 
		Additional Aircraft Concentration
		Limit
	 

	 
		Additional Aircraft Concentration Limit
		Exceeded?
	 

	 
		Ratio of
		EBITDA to Interest Expense at least 1.5:1? 
 (does not apply for the earlier
		of the first six months after the Closing Date)
	 

	 
		Documented Purchase Price
	 

	 
		Current
		Market Value as of Initial Appraisal
	 

	 
		Base
		Value as of Initial Appraisal
	 

	 
		Date of
		Appraisal
	 

	 
		Initial
		Agreed Value
	 

	 
		Outstanding Principal Balance on Existing
		Portfolio
	 

	 
		Aggregate Aircraft Borrowing Base of
		Existing Portfolio
	 

	 
		Advance
		Rate for Aircraft to be Acquired
	 

	 
		Individual Aircraft Borrowing Base of
		Aircraft to be Acquired
	 

	 
		Advance
		Amount
	 

	 
		Individual Aircraft Borrowing Base
		Exceeded?
	 

	 
		Outstanding Principal Balance
		post-Acquisition
	 

	 
		Borrowing Base Deficiency?
	 

	 
		Notes:
	 

	 
			
				
				   
				

			 	
				
				  (1)
				

			 	
				
				  Additional Aircraft Concentration Type
				  includes:
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Widebody Aircraft
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Freighter Aircraft
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Regional Jet Aircraft
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Boeing Aircraft
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Airbus Aircraft
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Out-of-Production Aircraft
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Other Manufacturer
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Exh. A-7
	 

	 
		 
	 



	 
	 

	 

	 
		ANNEX III
	 

	 
		Modified and Additional
		Attachments
	 

	 
		[To be attached]
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. A-8
	 



	 
	 

	 

	 
		EXHIBIT B
	 

	 
		FORM OF ASSIGNMENT AND ASSUMPTION
	 

	 
		This Assignment and Assumption (this
		“Assignment and
		Assumption”) is dated as of the
		Effective Date set forth below and is entered into by and between
		[_________], in its capacity as a Lender under the Credit
		Agreement identified below (as amended, the “Credit Agreement”) (such Lender, the “Assignor”),
		and [___________] (the “Assignee”).
		Capitalized terms used but not defined herein shall have the meanings given to
		them in the Credit Agreement, receipt of a copy of which is hereby acknowledged
		by the Assignee. The Standard Terms and Conditions set forth in Annex 1
		attached hereto (the “Standard
		Terms and Conditions”) are hereby
		agreed to and incorporated herein by reference and made a part of this
		Assignment and Assumption as if set forth herein in full.
	 

	 
		For an agreed consideration, the Assignor
		hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby
		irrevocably purchases and assumes from the Assignor, subject to and in
		accordance with the Standard Terms and Conditions and the Credit Agreement, as
		of the Effective Date (i) all of the Assignor’s rights and
		obligations in its capacity as a Lender under the Credit Agreement and any
		other documents or instruments delivered pursuant thereto to the extent related
		to the amounts and percentage interests identified below of all of such
		outstanding rights and obligations of the Assignor under the respective
		facilities identified below and (ii) to the extent permitted to be
		assigned under applicable law, all claims, suits, causes of action and any
		other right of the Assignor (in its capacity as a Lender) against any Person,
		whether known or unknown, arising under or in connection with the Credit
		Agreement, any other documents or instruments delivered pursuant thereto or the
		loan transactions governed thereby or in any way based on or related to any of
		the foregoing, including, but not limited to, contract claims, tort claims,
		malpractice claims, statutory claims and all other claims at law or in equity,
		in each case, solely to the extent related to the rights and obligations sold
		and assigned pursuant to clause (i) above (the rights and obligations sold
		and assigned pursuant to clauses (i) and (ii) above being referred to
		herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to
		the Assignor and, except as expressly provided in this Assignment and
		Assumption, without representation or warranty of any kind, whether express or
		implied, by the Assignor.
	 

	 
		 
	 

	 
			
				
				    (a) Assignor:
				

			 	
				
				   
				

			 	
				
				  ______________________________
				

			 
	
				
				    (b) Assignee:
				

			 	
				
				   
				

			 	
				
				  ______________________________
				

			 
	
				
				    (c) Borrower:
				

			 	
				
				   
				

			 	
				
				  Genesis Acquisition Limited
				

			 
	
				
				    (d) Administrative
				  Agent:
				

			 	
				
				   
				

			 	
				
				  Citibank, N.A., as the
				  Administrative Agent under the Credit Agreement
				

			 
	
				
				    (e) Security
				  Trustee:
				

			 	
				
				   
				

			 	
				
				  Deutsche Bank Trust Company
				  Americas
				

			 

 

	 
		 
	 

	 
		Exh. B-1
	 




	 
	 

	 

	 
		 
	 

	 
			
				
				  (f) Credit Agreement:
				

			 	
				
				   
				

			 	
				
				  That certain Credit Agreement dated
				  as of April 5, 2007 by and among the Borrower, the Manager, the Lenders, the
				  Administrative Agent, the Security Trustee and the Account Bank.
				

			 
	
				
				  (g) Assigned Interest:
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  Amount of

				  Non-
 Conduit
 Lender
				  Commitment
 of _____1
				

			 	
				
				   
				

			 	
				
				  Amount of

				  Non-
 Conduit
 Lender
				  Commitment
 of
				  _____2
 assigned
				

			 	
				
				   
				

			 	
				
				  Percentage

				  of Non-
 Conduit
 Lender
				  Commitment
 of
				  _______3
 assigned
				

			 	
				
				   
				

			 	
				
				  Amount of

				  Advances of

				  _________4
				

			 	
				
				   
				

			 	
				
				  Amount of

				  Advances of

				  _____5 assigned
				

			 	
				
				   
				

			 	
				
				  Percentage

				  of Advances

				  of _____6

				  assigned
				

			 	
				
				   
				

			 
	
				
				  $________
				

			 	
				
				   
				

			 	
				
				  $________
				

			 	
				
				   
				

			 	
				
				  __._____%
				

			 	
				
				   
				

			 	
				
				  $_______
				

			 	
				
				   
				

			 	
				
				  $_______
				

			 	
				
				   
				

			 	
				
				  __._____%
				

			 	
				
				   
				

			 

 

	 
		______________
	 

	 
			
				
				  1
				

			 	
				
				  Applicable Lender.
				

			 

 

	 
			
				
				  2
				

			 	
				
				  Applicable Lender.
				

			 

 

	 
			
				
				  3
				

			 	
				
				  Applicable Lender.
				

			 

 

	 
			
				
				  4
				

			 	
				
				  Applicable Lender.
				

			 

 

	 
			
				
				  5
				

			 	
				
				  Applicable Lender.
				

			 

 

	 
			
				
				  6
				

			 	
				
				  Applicable Lender.
				

			 

 

	 
		 
	 

	 
		Exh. B-2
	 



	 
	 

	 

	 
		Effective Date: _____________ ___, 20___
		
	 

	 
		The terms set forth in this Assignment and
		Assumption are hereby agreed to:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  ASSIGNOR

				  [NAME OF ASSIGNOR]
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	 	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  ASSIGNEE

				  [NAME OF ASSIGNEE]
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Exh. B-3
	 

	 
		 
	 



	 
	 

	 

	 
		Consented to and Accepted:
	 

	 
		 
	 

	 
			
				
				  CITIBANK, N.A., as

				  Administrative Agent
				

			 
	
				
				  By 
				

			 	
				
				  

				

			 
	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 
	
				
				  [GENESIS ACQUISITION
				  LIMITED,
 as Borrower
				

			 
	
				
				  By 
				

			 	
				
				  

				

			 
	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title:7] 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 

 

	 
		______________
	 

	 
			
				
				  7
				

			 	
				
				  Applicable only if no Event of
				  Default exists; consent deemed to be given if the Borrower does not object to a
				  proposed assignee within five Business Days of any request for such
				  consent.
				

			 

 

	 
		 
	 

	 
		Exh. B-4
	 

	 
		 
	 



	 
	 

	 

	 
		ANNEX 1 to
	 

	 
		Assignment and Assumption
	 

	 
		STANDARD TERMS AND CONDITIONS FOR
	 

	 
		ASSIGNMENT AND ASSUMPTION
	 

	 
		(Genesis Acquisition Limited Credit
		Agreement)
	 

	 
		1. Representations and Warranties.
	 

	 
		1.1 Assignor. The
		Assignor (a) represents and warrants that (i) it is the legal and beneficial
		owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
		any lien, encumbrance or other adverse claim created by the Assignor and (iii)
		it has full power and authority, and has taken all action necessary, to execute
		and deliver this Assignment and Assumption and to consummate the transactions
		contemplated hereby, including providing prior notice of the assignment
		contemplated by this Assignment and Assumption to the Borrower; and
		(b) assumes no responsibility with respect to (i) any statements,
		warranties or representations made in or in connection with the Credit
		Agreement or any other Transaction Document, (ii) the execution, legality,
		validity, enforceability, genuineness, sufficiency or value of the Transaction
		Documents or any collateral thereunder, (iii) the financial condition of the
		Borrower, any of its Subsidiaries or Affiliates or any other Person obligated
		in respect of any Transaction Document or (iv) the performance or observance by
		the Borrower, any of its Subsidiaries or Affiliates or any other Person of any
		of their respective obligations under any Transaction Document.
	 

	 
		1.2 Assignee. The
		Assignee (a) represents and warrants that (i) it has full power and authority,
		and has taken all action necessary, to execute and deliver this Assignment and
		Assumption and to consummate the transactions contemplated hereby and to become
		a Lender under the Credit Agreement, (ii) from and after the Effective Date, it
		shall be bound by the provisions of the Credit Agreement, including the
		requirements concerning confidentiality and indemnification, as a Lender and a
		Non-Conduit Lender thereunder and, to the extent of the Assigned Interest,
		shall have the obligations of a Lender thereunder, (iii) it is a Qualifying
		Lender as of the Effective Date, and it will notify the Borrower reasonably
		promptly after it becomes aware that it is no longer a Qualifying Lender, (iv)
		it has received a copy of the Credit Agreement and the other Transaction
		Documents, together with copies of such financial statements and such other
		documents and information as it has deemed appropriate to make its own credit
		analysis and decision to enter into this Assignment and Assumption and to
		purchase the Assigned Interest on the basis of which it has made such analysis
		and decision independently and without reliance on the Administrative Agent,
		the Assignor or any other Lender, and (v) attached to the Assignment and
		Assumption is any documentation required to be delivered by it pursuant to the
		terms of the Credit Agreement, duly completed and executed by the Assignee; and
		(b) agrees that (i) it will, independently and without reliance on the
		Administrative Agent, the Assignor or any other Lender, and based on such
		documents and information as it shall deem appropriate at the time, continue to
		make its own credit decisions in taking or not taking action under the
		Transaction Documents, and (ii) it will perform in accordance with their terms
		all of the obligations which by the terms of the Transaction Documents are
		required to be performed by it as a Lender.
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. B-5
	 

	 
		 
	 



	 
	 

	 

	 
		2. Payments.
	 

	 
		From and after the Effective Date, the
		Administrative Agent shall make all payments in respect of the Assigned
		Interest (including payments of principal, interest, fees and other amounts) to
		the Assignor for amounts which have accrued to but excluding the Effective Date
		and to the Assignee for amounts which have accrued from and after the Effective
		Date.
	 

	 
		3. General Provisions.
	 

	 
		This Assignment and Assumption shall be
		binding upon, and inure to the benefit of, the parties hereto and their
		respective successors and assigns. This Assignment and Assumption may be
		executed in any number of counterparts, which together shall constitute one
		instrument. Delivery of an executed counterpart of a signature page of this
		Assignment and Assumption by telecopy shall be effective as delivery of a
		manually executed counterpart of this Assignment and Assumption. THIS
		ASSIGNMENT AND ASSUMPTION SHALL IN ACCORDANCE WITH SECTION 5-1401 OF THE
		GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BE GOVERNED BY THE LAWS OF THE
		STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF
		THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER
		JURISDICTION.
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. B-6
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT C
	 

	 
		FORM OF MONTHLY REPORT
	 

	 
		Genesis Acquisition Monthly
		Report
	 

	 
		Summary of commercial
		activity
	 

	 
		All of the Company’s [ # ] aircraft are
		currently on lease, to [ # ] customers in [ # ] countries. The total amounts of
		supplemental rents / maintenance reserves and security deposits currently held
		are [$___________] and [$___________] respectively.
	 

	 
			
				
				  •
				

			 	
				
				  On [___________] an LOI was signed
				  with [ ________ ] for the lease of MSN [ # ], a __________, for [ # ] months.
				  This aircraft will be redelivering from [___________]. The lease will have /
				  will not have maintenance reserves/supplemental rent/security deposits
				

			 

 

	 
			
				
				  •
				

			 	
				
				  On [___________] an LOI was signed
				  with [ ________ ] for the sale of MSN [ # ] for [$___________]. The sale will
				  occur on [___________]
				

			 

 

	 
		Revenue
	 

	 
		Cash Receipts during the Reporting Period
		– [_____________________]
	 

	 
		 
	 

	 
			
				
				  By Aircraft Type
				

			 	
				
				   
				

			 	
				
				  Rent
				

			 	
				
				   
				

			 	
				
				  Maintenance
				

			 	
				
				   
				

			 	
				
				  Security Deposits
				

			 	
				
				   
				

			 	
				
				  Interest
				

			 	
				
				   
				

			 	
				
				  Other
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 

 

	 
		Cash disbursements expected
		[_________________________]
	 

	 
		 
	 

	 
			
				
				  Lessee
				

			 	
				
				   
				

			 	
				
				  Serial No.
				

			 	
				
				   
				

			 	
				
				  Description of Cost
				

			 	
				
				   
				

			 	
				
				  Amount
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Events of Loss
	 

	 
		[No Event of Loss was reported during the
		Reporting Period / Describe Event of Loss].
	 

	 
		Notices of Lease
		Default
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. C-1
	 

	 
		 
	 



	 
	 

	 

	 
		[No event of default was issued in the
		previous month / Describe Event of Default] . 
	 

	 
		Lease Receivables and
		Arrears
	 

	 
		The total outstanding is [ $ ______ ]
		compared to [ $ ______ ] at the end of [ previous reporting period ]. 
	 

	 
		List details of each lease which is in
		arrears:
	 

	 
		 
	 

	 
			
				
				  Lessee
				

			 	
				
				   
				

			 	
				
				  Serial No.
				

			 	
				
				   
				

			 	
				
				  Months in
 Arrears
				

			 	
				
				   
				

			 	
				
				  Rent
				

			 	
				
				   
				

			 	
				
				  Maintenance
				

			 	
				
				   
				

			 	
				
				  Interest
				

			 	
				
				   
				

			 	
				
				  Other
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 

 

	 
		Sale, Loss or Disposition of
		Aircraft
	 

	 
			
				
				  •
				

			 	
				
				  On [___________], MSN [ # ] was sold
				  to [___________]for [$___________]
				

			 

 

	 
			
				
				  •
				

			 	
				
				  On [___________], MSN [ # ] was
				  experienced an Event of Loss
				

			 

 

	 
		In order to maintain the Borrowing Base
		Covenant and LTV Maintenance Test, [$___________] of debt needs to be
		repaid
	 

	 
		 
	 

	 
			
				
				  Aircraft Type
				

			 	
				
				   
				

			 	
				
				  Serial Number
				

			 	
				
				   
				

			 	
				
				  Initial 
 Appraised/
 Reappraised 
 Value
 [1]
				

			 	
				
				   
				

			 	
				
				  Warehouse 

				  Advance Rate
 [2]
				

			 	
				
				   
				

			 	
				
				  Debt 
 Outstanding
 [3]
				

			 	
				
				   
				

			 	
				
				  Individual 

				  Aircraft 
 Borrowing 
 Base
 [4 =
				  1 x 2]
				

			 	
				
				   
				

			 
	
				
				  Tier I
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  72.5%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Tier II
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  72.5%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Tier III
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  65.0%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		PRESALE, LOSS OR DISPOSAL
	 

	 
		Total Debt Outstanding [5 = Total of
		3]
	 

	 
		Total Initial Appraised/Reappraised Value [6
		= Total of 1]
	 

	 
		Pre-Sale, Loss or Disposal LTV [7 =
		5/6]
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. C-2
	 

	 
		 
	 



	 
	 

	 

	 
		AIRCRAFT SOLD, LOSS OR
		DISPOSED
	 

	 
		 
	 

	 
			
				
				  Aircraft Type
				

			 	
				
				   
				

			 	
				
				  Serial Number
				

			 	
				
				   
				

			 	
				
				  Initial 
 Appraised/
 Reappraised 
 Value
 [8]
				

			 	
				
				   
				

			 	
				
				  Warehouse 

				  Advance Rate
 [9]
				

			 	
				
				   
				

			 	
				
				  Debt 
 Outstanding
 [10]
				

			 	
				
				   
				

			 	
				
				  Individual 

				  Aircraft 
 Borrowing 
 Base
 [11
				  = 8 x 9]
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   Total
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		POST SALE, LOSS OR DISPOSAL
	 

	 
		Total Debt Outstanding [12 = 5 – Total
		of 10]
	 

	 
		Total Initial Appraised/Reappraised Value [
		13 = 6 – Total of 8]
	 

	 
		Post-Sale, Loss or Disposal LTV [14 =
		12/13]
	 

	 
		DEBT TO BE REPAID (Higher of Borrowing
		Base Deficiency and LTV Maintenance Test)
	 

	 
		Borrowing Base Deficiency [15 = 12 –
		(Aggregate of 4 – Aggregate of 11)]
	 

	 
		LTV Maintenance Test [16 = 5 x 13 /
		6]
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. C-3
	 

	 
		 
	 



	 
	 

	 

	 
		Appraisal Test
	 

	 
			
				
				  •
				

			 	
				
				  On [___________],the appraisal tests
				  were performed by Airclaims, AISI and MBA (attached)
				

			 

 

	 
		 
	 

	 
			
				
				  Aircraft Type
				

			 	
				
				   
				

			 	
				
				  Serial Number
				

			 	
				
				   
				

			 	
				
				  Initial Appraised/

				  Reappraised Value
 [1]
				

			 	
				
				   
				

			 	
				
				  Warehouse Advance
				  Rate
 [2]
				

			 	
				
				   
				

			 	
				
				  Debt Outstanding

				  [3]
				

			 	
				
				   
				

			 	
				
				  Individual Aircraft Borrowing
				  Base
 [4 = 1 x 2]
				

			 
	
				
				  Tier I
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  72.5%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 
	
				
				  Tier II
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  72.5%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Tier III
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  65.0%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total Debt Outstanding [5 = Total of
				  3]
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total Initial Appraised/Reappraised
				  Value [6 = Total of 1]
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total Portfolio Actual LTV [7 =
				  5/6]
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Borrowing Base Deficiency [8 = 5
				  – Total of 4]
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Notes:
	 

	 
		For Initial Appraised Value, this is the
		lowest of (a) documented purchase price (excluding any sales fees, commissions
		or expenses); (b) Current Market Value; and (c) Base Value
	 

	 
		Reappraised Value is the lower of (a)
		Current Market Value and (b) Base Value
	 

	 
		Current Market Value shall be the lower of
		mean or median of maintenance adjusted current market values and base values as
		applicable from Airclaims, AISI and MBA
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. C-4
	 

	 
		 
	 



	 
	 

	 

	 
		Reconciliation of Cash
		Flows
	 

	 
		Genesis Acquisition Limited
		
	 

	 
		Monthly Report to
		Lenders
	 

	 
		(Amounts in US$)
	 

	 
		Payment Date
	 

	 
		Current Calculation Date
		
	 

	 
		Previous Calculation
		Date
	 

	 
		 
	 

	 
			
				
				  1. Account Activity
				  Summary between Calculation Dates
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Prior Balance
				

			 	
				
				   
				

			 	
				
				  Deposits
				

			 	
				
				   
				

			 	
				
				  Withdrawals
				

			 	
				
				   
				

			 	
				
				  Balance on

				  Calculation

				  Date
				

			 
	
				
				  Collection Account (see
				  2 for analysis)
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Supplemental Rental
				  Account (see 4 for analysis)
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Security Deposit
				  Account (see 5 for analysis)
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  2. Analysis of
				  Collection Account Activity
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 	 	 	 	 
	
				
				  Balance on Previous
				  Payment Date
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 	 	 	 	 
	
				
				  Collections during
				  period:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Lease rent
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Supplemental
				  Rent
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Security Deposit

				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Interest Income
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Other
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Net transfer from (to)
				  Supplemental Rent Account
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Net transfer from (to)
				  Security Deposit Account
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Payment of Expenses
				  (see 3. for analysis)
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Balance on Current
				  Calculation Date
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  3. Analysis of
				  Payment of Expenses
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 	 	 	 	 
	
				
				  1) Security Trustee,
				  Servicer, Borrower expenses
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  2) Commitment
				  Fees
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  3) Swap Payments,
				  Interest
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  4) Other costs of Admin
				  Agent/Lenders, principal and BBD
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  5) Principal, BBD, Swap
				  termination payments
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  6) Manager Fees and
				  Expenses
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  7) Distributions to
				  GLS
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Total
				  Payments
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  4. Analysis of
				  Supplemental Rent Account
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 	 	 	 	 
	
				
				  Opening balance on
				  previous Calculation Date
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Transfer from
				  collection account
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Transfer to collection
				  account
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  interest earned
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Balance on current
				  Collection Date
				

			 	
				
				   
				

			 	

				
				   
				

			 	
				
				   
				

			 	

				
				   
				

			 	
				
				   
				

			 	

				
				   
				

			 	
				
				   
				

			 	

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  5. Analysis of
				  Security Deposit Account
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 	 	 	 	 
	
				
				  Opening balance on
				  previous Calculation Date
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Transfer from
				  collection account
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Transfer to collection
				  account
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  interest earned
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Balance on current
				  Collection Date
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		[* Put in Non-Trustee Account
		Balances]
	 

	 
		Hedging
		Transactions
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. C-5
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		Genesis Acquisition Quarterly
		Report
	 

	 
		Additional Information Required for
		Quarterly Report
	 

	 
		Eligible Aircraft / Lessee
		Concentration Limits
	 

	 
		[No breach of Eligible Aircraft / Lessee
		Concentration Limits during the Reporting Period / Describe breach and action
		steps to repair breach].
	 

	 
		Eligible Aircraft
		Limits
	 

	 
		 
	 

	 
			
				
				  Aircraft Type
				

			 	
				
				   
				

			 	
				
				  Max
 Age
				

			 	
				
				   
				

			 	
				
				  Commitment

				  Amount
 =< $250MM
				

			 	
				
				   
				

			 	
				
				  Commitment

				  Amount >
 $250MM
				

			 	
				
				   
				

			 	
				
				  Number
 of Aircraft
				

			 	
				
				   
				

			 	
				
				  Age of
 Aircraft
				

			 	
				
				   
				

			 	
				
				  Appraised
 Value
				

			 	
				
				   
				

			 	
				
				  Limit
 Met/
 Breach
				

			 
	
				
				  Tier I
				

			 
	
				
				  A319-100
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  A320-200
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				  100%
				

			 	
				
				   
				

			 	
				
				  100%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-700
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-800
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Subtotal Tier I
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Tier II
				

			 
	
				
				  A321-200(5)
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  A330-200
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-400 (EFIS)
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  34% for whole
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-300 (EFIS)
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  Tier with minimum
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B747-400F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				  requirement of
				

			 	
				
				   
				

			 	
				
				  50%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B757-200 ETOPS
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  two Tier I Aircraft
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B757-200F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				  for each Tier II Aircraft
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B767-300ER
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B767-200F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B767-300F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B777-200ER
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B777-300ER
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ERJ-170
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Subtotal Tier II
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Tier III
				

			 
	
				
				  A330-300
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-300(Analog)
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  25% for whole
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-400 (Analog)
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  Tier with minimum
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-300F
				

			 	
				
				   
				

			 	
				
				  7
				

			 	
				
				   
				

			 	
				
				  requirement of
				

			 	
				
				   
				

			 	
				
				  25%
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-300QC
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				  three Tier I Aircraft
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737-500
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				  for each Tier III Aircraft
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B757-200
				

			 	
				
				   
				

			 	
				
				  12
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  MD-11F
				

			 	
				
				   
				

			 	
				
				  10
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Subtotal Tier III
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  TOTAL PORTFOLIO
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		[Pick the applicable Tiering to report
		on]
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. C-6
	 

	 
		 
	 



	 
	 

	 

	 
		Lessee Concentration
		Limits
	 

	 
		 
	 

	 
			
				
				  Warehouse
 Concentration Limits
				

			 	
				
				   
				

			 	
				
				  Warehouse
 Size (Debt
 Drawn)
 Up
				  to
 $100MM(1)
				

			 	
				
				   
				

			 	
				
				  Warehouse
 Size (Debt
 Drawn)
 >100 – 175
 MM(2)
				

			 	
				
				   
				

			 	
				
				  Warehouse
 Size (Debt
 Drawn)
 >175 – 250
 MM(2)
				

			 	
				
				   
				

			 	
				
				  Warehouse
 Size (Debt
 Drawn)
 > 250 MM(2)
				

			 	
				
				   
				

			 	
				
				  Actual
 Concentration
 of Portfolio
				

			 
	
				
				  Lessee Concentration
				  Limit
				

			 
	
				
				  Single lessee
				

			 	
				
				   
				

			 	
				
				  $75MM
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  15.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Any other single lessee habitually
				  based or domiciled in a special consideration country
				

			 	
				
				   
				

			 	
				
				  $50MM
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  20.00%
				

			 	
				
				   
				

			 	
				
				  10.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Three largest lessees
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  80.00%
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Country Concentration
				  Limit
				

			 
	
				
				  U.S.
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  25.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Single country rated the equivalent
				  of BBB/Baa2 or better
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  22.50%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Other single countries
				

			 	
				
				   
				

			 	
				
				  $75MM
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  15.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Aggregate Special
				  Consideration
				

			 	
				
				   
				

			 	
				
				  $50MM
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  20.00%
				

			 	
				
				   
				

			 	
				
				  10.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Region Concentration
				  Limit
				

			 
	
				
				  Developed Europe
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  70.00%
				

			 	
				
				   
				

			 	
				
				  55.00%
				

			 	
				
				   
				

			 	
				
				  40.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Developed Asia
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  70.00%
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  35.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  North America
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  30.00%
				

			 	
				
				   
				

			 	
				
				  25.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Emerging Europe and Africa/Middle
				  East
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  60.00%
				

			 	
				
				   
				

			 	
				
				  45.00%
				

			 	
				
				   
				

			 	
				
				  35.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Latin America/Caribbean
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50.00%
				

			 	
				
				   
				

			 	
				
				  35.00%
				

			 	
				
				   
				

			 	
				
				  25.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Emerging Asia/Pacific
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  60.00%
				

			 	
				
				   
				

			 	
				
				  45.00%
				

			 	
				
				   
				

			 	
				
				  40.00%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Additional Aircraft Concentration
				  Limit
				

			 
	
				
				  Widebody
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  60%
				

			 	
				
				   
				

			 	
				
				  40%
				

			 	
				
				   
				

			 	
				
				  25%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Freighter
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  50%
				

			 	
				
				   
				

			 	
				
				  30%
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Regional Jet
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				  10%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Manufacturer: Boeing
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  70%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Manufacturer: Airbus
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  70%
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Manufacturer: Other
				

			 	
				
				   
				

			 	
				
				  N/A
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				  15%
				

			 	
				
				   
				

			 	
				
				  10%
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		[Pick the applicable Tiering to report
		on]
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. C-7
	 

	 
		 
	 



	 
	 

	 

	 
		Pending and potential litigation
		involving any Aircraft Assets or Leases of which the Servicer has written
		notice.
	 

	 
		Claims being made with respect of
		any of the Aircraft Assets, of which the Servicer is aware, with an actual or
		potential liability in excess of $5,000,000.
	 

	 
		Leases expiring during the
		following two quarters ending
	 

	 
		Calculation of Interest
		Coverage
	 

	 
		 
	 

	 
			
				
				  EBITDA (Trailing 3 months) 
				

			 	
				
				   
				

			 	
				
				  =
				

			 	
				
				   
				

			 
	
				
				  Interest Expense (Trailing 3
				  months)
				

			 	
				
				   
				

			 	
				
				  =
				

			 	
				
				   
				

			 
	
				
				  Interest Coverage 
				

			 	
				
				   
				

			 	
				
				  =
				

			 	
				
				  EBITDA / Interest Expense
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  =
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. C-8
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT D
	 

	 
		HEDGING POLICY
	 

	 
		Hedging Methods/Objectives
	 

	 
			
				
				  •
				

			 	
				
				  The Borrower will use interest rate
				  derivatives to hedge the interest rate risk (“Exposure”) arising from
				  the mismatch between interest on its debt and interest generated by leases.
				  Interest rate derivatives may include interest rate swaps, caps or collars.
				  
				

			 

 

	 
			
				
				  •
				

			 	
				
				  The Borrower will hedge the currency
				  exposure of all Leases the rental payments under which are denominated in a
				  currency other than Dollars.
				

			 

 

	 
		Strategy
	 

	 
			
				
				  •
				

			 	
				
				  The Exposure will be calculated
				  based on the current and projected outstanding principal balances of Advances,
				  the Borrower’s existing interest rate derivatives portfolio, and the
				  Borrower’s existing and future expected lease payments.
				

			 

 

	 
		The specific policy is that the Borrower
		will never be greater than 15% under/overhedged. This is assessed by comparing
		the dollar sensitivity of a 1 basis point change in interest rates
		(“DV01”) of future lease cashflows to the DV01 of existing interest
		rate hedges in place (permitted interest rate caps would be treated as swaps
		for purposes of this assessment). 
	 

	 
			
				
				  •
				

			 	
				
				  If any Eligible Hedge Agreement
				  constituting interest rate caps are used, the spread above the then
				  “at-the-money” strike rate shall not exceed 1.0 %.
				

			 

 

	 
			
				
				  •
				

			 	
				
				  The Borrower will evaluate monthly
				  whether it is in compliance with the Hedging Policy and if its determination
				  concludes that it is not in compliance, the Borrower will promptly make
				  adjustments to its portfolio of Eligible Hedge Agreements to restore
				  compliance. 
				

			 

 

	 
		Modification
	 

	 
			
				
				  •
				

			 	
				
				  If the Borrower desires to amend the
				  Hedging Policy, it may present the proposed change in or replacement of Hedging
				  Policy to the Company Board and Administrative Agent for approval of such
				  modifications.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Exh. D-1
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT E
	 

	 
		FORM OF MANAGEMENT AGREEMENT
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. E-1
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT F
	 

	 
		FORM OF SECURITY TRUST AGREEMENT
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. F-1
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT G
	 

	 
		FORM OF SERVICING AGREEMENT
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. G-1
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT H
	 

	 
		FORMS OF ORGANIZATIONAL DOCUMENTS AND
		OPERATING DOCUMENTS
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. H-1
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT I
	 

	 
		FORMS OF OPINION OF COUNSEL
	 

	 
		TO BORROWER GROUP
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. I-1
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT J
	 

	 
		FORM OF OPINION OF COUNSEL
	 

	 
		TO SECURITY TRUSTEE/ACCOUNT BANK
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. J-1
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT K
	 

	 
		FORM OF OPINION OF COUNSEL
	 

	 
		TO ADMINISTRATIVE AGENT/LENDERS
	 

	 
		 
	 

	 
		 
	 

	 
		Exh. K-1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE I
	 

	 
		List of Aircraft
	 

	 
		 
	 

	 
		 
	 

	 
		Sch. I-1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE II
	 

	 
		List of Aircraft Owning Entities, the
		Aircraft Owned 
	 

	 
		by Such Aircraft Owning Entities and the
		associated 
	 

	 
		Owner Participants and Owner Trustees

	 

	 
		 
	 

	 
		 
	 

	 
		Sch. II-1 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE III
	 

	 
		List of Leases
	 

	 
		 
	 

	 
		 
	 

	 
		Sch. III-1 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		SCHEDULE IV
	 

	 
		List of Lenders and Commitments
	 

	 
		 
	 

	 
			
				
				  Lenders
				

			 	
				
				   
				

			 	
				
				  Initial $250 Million
				  Commitment
				

			 	
				
				   
				

			 	
				
				  Additional $750 Million
				  Commitment
				

			 	
				
				   
				

			 	
				
				  Total Commitment
				

			 	
				
				   
				

			 
	
				
				  Citibank, N.A.
				

			 	
				
				   
				

			 	
				
				  20,500,000
				

			 	
				
				   
				

			 	
				
				  61,500,000
				

			 	
				
				   
				

			 	
				
				  82,000,000
				

			 	
				
				   
				

			 
	
				
				  Wachovia Bank, National
				  Association
				

			 	
				
				   
				

			 	
				
				  20,500,000
				

			 	
				
				   
				

			 	
				
				  61,500,000
				

			 	
				
				   
				

			 	
				
				  82,000,000
				

			 	
				
				   
				

			 
	
				
				  Variable Funding Capital Company
				  LLC
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Calyon, New York Branch
				

			 	
				
				   
				

			 	
				
				  20,500,000
				

			 	
				
				   
				

			 	
				
				  61,500,000
				

			 	
				
				   
				

			 	
				
				  82,000,000
				

			 	
				
				   
				

			 
	
				
				  Landesbank
				  Baden-Württemberg
				

			 	
				
				   
				

			 	
				
				  20,500,000
				

			 	
				
				   
				

			 	
				
				  61,500,000
				

			 	
				
				   
				

			 	
				
				  82,000,000
				

			 	
				
				   
				

			 
	
				
				  Norddeutsche Landesbank
				  Girozentrale
				

			 	
				
				   
				

			 	
				
				  20,500,000
				

			 	
				
				   
				

			 	
				
				  61,500,000
				

			 	
				
				   
				

			 	
				
				  82,000,000
				

			 	
				
				   
				

			 
	
				
				  The Governor and Company of The Bank
				  of Scotland
				

			 	
				
				   
				

			 	
				
				  20,500,000
				

			 	
				
				   
				

			 	
				
				  61,500,000
				

			 	
				
				   
				

			 	
				
				  82,000,000
				

			 	
				
				   
				

			 
	
				
				  WestLB AG London Branch
				

			 	
				
				   
				

			 	
				
				  18,750,000
				

			 	
				
				   
				

			 	
				
				  56,250,000
				

			 	
				
				   
				

			 	
				
				  75,000,000
				

			 	
				
				   
				

			 
	
				
				  Bayerische Landesbank
				

			 	
				
				   
				

			 	
				
				  18,750,000
				

			 	
				
				   
				

			 	
				
				  56,250,000
				

			 	
				
				   
				

			 	
				
				  75,000,000
				

			 	
				
				   
				

			 
	
				
				  Bayerische Hypo-Und Vereinsbank AG,
				  London Branch
				

			 	
				
				   
				

			 	
				
				  18,750,000
				

			 	
				
				   
				

			 	
				
				  56,250,000
				

			 	
				
				   
				

			 	
				
				  75,000,000
				

			 	
				
				   
				

			 
	
				
				  Alliance & Leicester Commercial
				  Finance, p.l.c.
				

			 	
				
				   
				

			 	
				
				  16,000,000
				

			 	
				
				   
				

			 	
				
				  48,000,000
				

			 	
				
				   
				

			 	
				
				  64,000,000
				

			 	
				
				   
				

			 
	
				
				  Landesbank Hessen-Thuringen
				  Girozentrale
				

			 	
				
				   
				

			 	
				
				  12,500,000
				

			 	
				
				   
				

			 	
				
				  37,500,000
				

			 	
				
				   
				

			 	
				
				  50,000,000
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Sch. IV-1
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Natixis Transport Finance
				

			 	
				
				   
				

			 	
				
				    12,500,000
				

			 	
				
				   
				

			 	
				
				    37,500,000
				

			 	
				
				   
				

			 	
				
				       50,000,000
				

			 	
				
				   
				

			 
	
				
				  BTMU Capital Corporation
				

			 	
				
				   
				

			 	
				
				      8,750,000
				

			 	
				
				   
				

			 	
				
				    26,250,000
				

			 	
				
				   
				

			 	
				
				      35,000,000
				

			 	
				
				   
				

			 
	
				
				  DekaBank Deutsche
				  Girozentrale
				

			 	
				
				   
				

			 	
				
				      8,500,000
				

			 	
				
				   
				

			 	
				
				    25,500,000
				

			 	
				
				   
				

			 	
				
				      34,000,000
				

			 	
				
				   
				

			 
	
				
				  Allied Irish Banks, p.l.c.
				

			 	
				
				   
				

			 	
				
				      7,500,000
				

			 	
				
				   
				

			 	
				
				    22,500,000
				

			 	
				
				   
				

			 	
				
				      30,000,000
				

			 	
				
				   
				

			 
	
				
				  NEC Leasing, Ltd.
				

			 	
				
				   
				

			 	
				
				      5,000,000
				

			 	
				
				   
				

			 	
				
				    15,000,000
				

			 	
				
				   
				

			 	
				
				      20,000,000
				

			 	
				
				   
				

			 
	
				
				  Total
				

			 	
				
				   
				

			 	
				
				  250,000,000
				

			 	
				
				   
				

			 	
				
				  750,000,000
				

			 	
				
				   
				

			 	
				
				  1,000,000,000
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Sch. IV-2
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE V
	 

	 
		Account Details
	 

	 
		 
	 

	 
			
				
				  ACCOUNT NAME
				

			 	
				
				   
				

			 	
				
				  ACCOUNT NUMBER
				

			 
	
				
				  COLLECTION ACCOUNT
				

			 	
				
				   
				

			 	
				
				  58368
				

			 
	
				
				  SECURITY DEPOSIT ACCOUNT
				

			 	
				
				   
				

			 	
				
				  58421
				

			 
	
				
				  SUPPLEMENTAL RENT ACCOUNT
				

			 	
				
				   
				

			 	
				
				  58369
				

			 

 

	 
		Deutsche Bank Trust Company Americas –
		NY
	 

	 
		ABA #: 021-001-033
	 

	 
		Chips Bank: 0103
	 

	 
		Book Transfer Swift: BKTRUS33 
	 

	 
		Account #: 01475059
	 

	 
			
				
				  Account Name: 
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY AMERICAS
				  AS SECURITY TRUSTEE FOR GENESIS ACQUISITION LTD RENTAL ACCOUNT
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Sch. V-1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE VI
	 

	 
		Capitalization and Subsidiaries
	 

	 
		 
	 

	 
		 
	 

	 
		Sch. VI-1