EXECUTION VERSION
	 

	 
		
		  
		  

		
 
 

	 
		SERVICING AGREEMENT
	 

	 
		between
	 

	 
		GE COMMERCIAL AVIATION SERVICES
		LIMITED
	 

	 
		and
	 

	 
		GENESIS ACQUISITION LIMITED
	 

	 
		
		  
		  

		
 
 

	 
		 
	 

	 
		
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  ARTICLE I
				

			 	
				
				  DEFINITIONS
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  Section 1.01.
				

			 	
				
				   
				

			 	
				
				  Definitions
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  Section 1.02.
				

			 	
				
				   
				

			 	
				
				  Construction and Usage
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  ARTICLE II
				

			 	
				
				  APPOINTMENT; SERVICES
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  Section 2.01.
				

			 	
				
				   
				

			 	
				
				  Appointment
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  Section 2.02.
				

			 	
				
				   
				

			 	
				
				  Aircraft Asset Services
				

			 	
				
				   
				

			 	
				
				  3
				

			 
	
				
				  Section 2.03.
				

			 	
				
				   
				

			 	
				
				  Offerings
				

			 	
				
				   
				

			 	
				
				  5
				

			 
	
				
				  Section 2.04.
				

			 	
				
				   
				

			 	
				
				  Compliance with Applicable Laws and
				  GE Policies
				

			 	
				
				   
				

			 	
				
				  10
				

			 
	
				
				  Section 2.05.
				

			 	
				
				   
				

			 	
				
				  Limitations
				

			 	
				
				   
				

			 	
				
				  11
				

			 
	
				
				  ARTICLE III
				

			 	
				
				  STANDARD OF CARE; CONFLICTS OF
				  INTEREST; STANDARD OF LIABILITY
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  Section 3.01.
				

			 	
				
				   
				

			 	
				
				  Standard of Care
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  Section 3.02.
				

			 	
				
				   
				

			 	
				
				  Conflicts of Interest
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  Section 3.03.
				

			 	
				
				   
				

			 	
				
				  Standard of Liability
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  Section 3.04.
				

			 	
				
				   
				

			 	
				
				  Waiver of Implied Standard
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  ARTICLE IV
				

			 	
				
				  REPRESENTATIONS AND
				  WARRANTIES
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  Section 4.01.
				

			 	
				
				   
				

			 	
				
				  Aircraft Assets
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  Section 4.02.
				

			 	
				
				   
				

			 	
				
				  Aircraft Assets Related
				  Documents
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  Section 4.03.
				

			 	
				
				   
				

			 	
				
				  Accounts and Cash Flow
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  Section 4.04.
				

			 	
				
				   
				

			 	
				
				  Organization and Standing
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 4.05.
				

			 	
				
				   
				

			 	
				
				  Authority
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 4.06.
				

			 	
				
				   
				

			 	
				
				  No Conflicts
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 4.07.
				

			 	
				
				   
				

			 	
				
				  Compliance with Applicable
				  Laws
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 4.08.
				

			 	
				
				   
				

			 	
				
				  Litigation; Decrees
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 4.09.
				

			 	
				
				   
				

			 	
				
				  Appointments
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 4.10.
				

			 	
				
				   
				

			 	
				
				  Authority
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 4.11.
				

			 	
				
				   
				

			 	
				
				  No Conflicts
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 4.12.
				

			 	
				
				   
				

			 	
				
				  Compliance with Applicable Laws of
				  Ireland
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 4.13.
				

			 	
				
				   
				

			 	
				
				  Litigation; Decrees
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  ARTICLE V
				

			 	
				
				  SERVICER UNDERTAKINGS
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 5.01.
				

			 	
				
				   
				

			 	
				
				  Access
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 5.02.
				

			 	
				
				   
				

			 	
				
				  Compliance with Law
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 5.03.
				

			 	
				
				   
				

			 	
				
				  Commingling
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 5.04.
				

			 	
				
				   
				

			 	
				
				  Restrictions on Exercise of Certain
				  Rights
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 5.05.
				

			 	
				
				   
				

			 	
				
				  Coordination with GAL Group
				

			 	
				
				   
				

			 	
				
				  19
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		i
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  ARTICLE VI
				

			 	
				
				  UNDERTAKINGS OF GAL
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 6.01.
				

			 	
				
				   
				

			 	
				
				  Cooperation
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 6.02.
				

			 	
				
				   
				

			 	
				
				  No Representation with Respect to
				  Third Parties
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 6.03.
				

			 	
				
				   
				

			 	
				
				  Related Document Amendments
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 6.04.
				

			 	
				
				   
				

			 	
				
				  Exclusivity
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 6.05.
				

			 	
				
				   
				

			 	
				
				  Communications
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 6.06.
				

			 	
				
				   
				

			 	
				
				  Ratification
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 6.07.
				

			 	
				
				   
				

			 	
				
				  Additional Aircraft Assets
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 6.08.
				

			 	
				
				   
				

			 	
				
				  Execution, Amendment, Modification
				  or Termination of Aircraft Assets Related Documents
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 6.09.
				

			 	
				
				   
				

			 	
				
				  Access to GAL Group
				  Information
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 6.10.
				

			 	
				
				   
				

			 	
				
				  GAL Group Accounts and Cash
				  Arrangements
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 6.11.
				

			 	
				
				   
				

			 	
				
				  [Intentionally Left Blank]
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 6.12.
				

			 	
				
				   
				

			 	
				
				  Further Assurances
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 6.13.
				

			 	
				
				   
				

			 	
				
				  Guarantees
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 6.14.
				

			 	
				
				   
				

			 	
				
				  Transfers of Funds
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  Section 6.15.
				

			 	
				
				   
				

			 	
				
				  Transfer of GAL; Directors
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  ARTICLE VII
				

			 	
				
				  GAL GROUP RESPONSIBILITY
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  Section 7.01.
				

			 	
				
				   
				

			 	
				
				  GAL Group Responsibility
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  Section 7.02.
				

			 	
				
				   
				

			 	
				
				  Performance with Respect to Aircraft
				  Assets
				

			 	
				
				   
				

			 	
				
				  23
				

			 
	
				
				  Section 7.03.
				

			 	
				
				   
				

			 	
				
				  Lease Operating Budget; Aircraft
				  Asset Expenses Budget
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  Section 7.04.
				

			 	
				
				   
				

			 	
				
				  Transaction Approval
				  Requirements
				

			 	
				
				   
				

			 	
				
				  25
				

			 
	
				
				  Section 7.05.
				

			 	
				
				   
				

			 	
				
				  Approved Budgets and Transaction
				  Approval Requirements
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  ARTICLE VIII
				

			 	
				
				  EFFECTIVENESS
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  Section 8.01.
				

			 	
				
				   
				

			 	
				
				  Effectiveness
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  ARTICLE IX
				

			 	
				
				  SERVICING FEES; EXPENSES; TAXES;
				  PRIORITY OF SERVICING FEES
				

			 	
				
				   
				

			 	
				
				  28
				

			 
	
				
				  Section 9.01.
				

			 	
				
				   
				

			 	
				
				  Servicing Fees
				

			 	
				
				   
				

			 	
				
				  28
				

			 
	
				
				  Section 9.02.
				

			 	
				
				   
				

			 	
				
				  Monthly Base Fee
				

			 	
				
				   
				

			 	
				
				  28
				

			 
	
				
				  Section 9.03.
				

			 	
				
				   
				

			 	
				
				  Rent Fees
				

			 	
				
				   
				

			 	
				
				  28
				

			 
	
				
				  Section 9.04.
				

			 	
				
				   
				

			 	
				
				  Sales Fee
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 9.05.
				

			 	
				
				   
				

			 	
				
				  Fees in Bankruptcy
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 9.06.
				

			 	
				
				   
				

			 	
				
				  Expenses
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 9.07.
				

			 	
				
				   
				

			 	
				
				  Taxes
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  Section 9.08.
				

			 	
				
				   
				

			 	
				
				  Priority of Payments to
				  Servicer
				

			 	
				
				   
				

			 	
				
				  32
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		ii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  ARTICLE X
				

			 	
				
				  TERM; RIGHT TO TERMINATE;
				  RESIGNATION; CONSEQUENCES OF EXPIRATION, TERMINATION, RESIGNATION OR REMOVAL;
				  CERTAIN TAX MATTERS; SURVIVAL
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  Section 10.01.
				

			 	
				
				   
				

			 	
				
				  Term
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  Section 10.02.
				

			 	
				
				   
				

			 	
				
				  Right to Terminate
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  Section 10.03.
				

			 	
				
				   
				

			 	
				
				  Resignation or Removal
				

			 	
				
				   
				

			 	
				
				  36
				

			 
	
				
				  Section 10.04.
				

			 	
				
				   
				

			 	
				
				  Consequences of Expiration,
				  Termination, Resignation or Removal
				

			 	
				
				   
				

			 	
				
				  37
				

			 
	
				
				  Section 10.05.
				

			 	
				
				   
				

			 	
				
				  Survival
				

			 	
				
				   
				

			 	
				
				  38
				

			 
	
				
				  ARTICLE XI
				

			 	
				
				  INDEMNIFICATION
				

			 	
				
				   
				

			 	
				
				  38
				

			 
	
				
				  Section 11.01.
				

			 	
				
				   
				

			 	
				
				  Indemnity
				

			 	
				
				   
				

			 	
				
				  38
				

			 
	
				
				  Section 11.02.
				

			 	
				
				   
				

			 	
				
				  Procedures for Defense of
				  Claims
				

			 	
				
				   
				

			 	
				
				  39
				

			 
	
				
				  Section 11.03.
				

			 	
				
				   
				

			 	
				
				  Reimbursement of Costs
				

			 	
				
				   
				

			 	
				
				  40
				

			 
	
				
				  Section 11.04.
				

			 	
				
				   
				

			 	
				
				  Waiver of Certain Claims; Special
				  Indemnity
				

			 	
				
				   
				

			 	
				
				  40
				

			 
	
				
				  Section 11.05.
				

			 	
				
				   
				

			 	
				
				  Waiver of Certain Accounting Claims;
				  Special Indemnity
				

			 	
				
				   
				

			 	
				
				  40
				

			 
	
				
				  Section 11.06.
				

			 	
				
				   
				

			 	
				
				  Continuing Liability under Other
				  Agreements
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  ARTICLE XII
				

			 	
				
				  ASSIGNMENT AND DELEGATION
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  Section 12.01.
				

			 	
				
				   
				

			 	
				
				  Assignment and Delegation
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  ARTICLE XIII
				

			 	
				
				  MISCELLANEOUS
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  Section 13.01.
				

			 	
				
				   
				

			 	
				
				  Documentary Conventions
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  Section 13.02.
				

			 	
				
				   
				

			 	
				
				  Power of Attorney
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  Section 13.03.
				

			 	
				
				   
				

			 	
				
				  Reliance
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  Section 13.04.
				

			 	
				
				   
				

			 	
				
				  Certain Information
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  Section 13.05.
				

			 	
				
				   
				

			 	
				
				  [Intentionally Left Blank]
				

			 	
				
				   
				

			 	
				
				  43
				

			 
	
				
				  Section 13.06.
				

			 	
				
				   
				

			 	
				
				  Relationship to Master Servicing
				  Agreement
				

			 	
				
				   
				

			 	
				
				  43
				

			 

 

	 
		Schedules
	 

	 
		 
	 

	 
			
				
				  Schedule 2.02(a)
				

			 	
				
				   
				

			 	
				
				  Aircraft Assets Services
				

			 
	
				
				  Schedule 2.02(a)(i)
				

			 	
				
				   
				

			 	
				
				  Applicable Credit Agreement
				  Covenants
				

			 
	
				
				  Schedule 2.02(a)(ii)
				

			 	
				
				   
				

			 	
				
				  Form of Officer’s
				  Certificate
				

			 
	
				
				  Schedule 4.01
				

			 	
				
				   
				

			 	
				
				  Aircraft Assets
				

			 
	
				
				  Schedule 4.02
				

			 	
				
				   
				

			 	
				
				  Aircraft Assets Related
				  Documents
				

			 
	
				
				  Schedule 4.03
				

			 	
				
				   
				

			 	
				
				  Bank Accounts
				

			 
	
				
				  Schedule 4.04(a)
				

			 	
				
				   
				

			 	
				
				  List of Persons within the GAL Group
				  and Jurisdictions
				

			 
	
				
				  Schedule 7.01
				

			 	
				
				   
				

			 	
				
				  Responsibilities of GAL Group

				

			 
	
				
				  Schedule 7.04
				

			 	
				
				   
				

			 	
				
				  Liabilities Incurred in Ordinary
				  Course of Business
				

			 
	
				
				  Schedule 8.01
				

			 	
				
				   
				

			 	
				
				  Conditions to Execution
				

			 
	
				
				  Schedule 9.06(a) 
				

			 	
				
				   
				

			 	
				
				  Overhead Expenses
				

			 
	
				
				  Schedule 9.06(b)
				

			 	
				
				   
				

			 	
				
				  Categories of Aircraft Asset
				  Expenses
				

			 
	
				
				  Schedule 13.02
				

			 	
				
				   
				

			 	
				
				  Management Services Power of
				  Attorney of [Grantor]
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Annexes
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Annex 1
				

			 	
				
				   
				

			 	
				
				  Insurance Guidelines
				

			 
	
				
				  Annex 2
				

			 	
				
				   
				

			 	
				
				  Intentionally Left Blank
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Appendices
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Appendix A
				

			 	
				
				   
				

			 	
				
				  Construction and Usage;
				  Definitions
				

			 
	
				
				  Appendix B
				

			 	
				
				   
				

			 	
				
				  Form of Guarantee
				

			 
	
				
				  Appendix C
				

			 	
				
				   
				

			 	
				
				  Notices
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Exhibits
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Exhibit A
				

			 	
				
				   
				

			 	
				
				  Monthly Report Form
				

			 
	
				
				  Exhibit B
				

			 	
				
				   
				

			 	
				
				  Quarterly Report Form
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iv
	 

	 
		 
	 



	 
	 

	 

	 
		SERVICING AGREEMENT dated as of April 5,
		2007, between GE COMMERCIAL AVIATION SERVICES LIMITED, a company incorporated
		under the laws of Ireland (the “Servicer”)
		and GENESIS ACQUISITION LIMITED, a Bermuda exempt company
		(“GAL”). For the consideration set forth herein and
		other good and valuable consideration, the receipt of which is hereby
		acknowledged, the Servicer and GAL agree as follows:
	 

	 
		ARTICLE I
	 

	 
		 
	 

	 
		Definitions
	 

	 
		Section 1.01. Definitions.
		Unless otherwise defined herein, all capitalized terms used but not defined
		herein have the meanings assigned to such terms in Appendix A.
	 

	 
		Section 1.02. Construction and Usage. The conventions of construction and usage set forth in
		Appendix A are incorporated by reference herein.
	 

	 
		ARTICLE II
	 

	 
		 
	 

	 
		Appointment; Services
	 

	 
		Section 2.01. Appointment. (a)
		GAL appoints the Servicer as the exclusive provider of the Services (as defined
		in Section 2.02(a)) to (1) GAL, (2) Subsidiaries of GAL and
		(3) Affiliates of GAL in which GAL or any of its Subsidiaries has a direct
		or indirect ownership interest (collectively, the “GAL Group”,
		and which term, for purposes of clarification, does not include Affiliates of
		GAL which are not direct or indirect Subsidiaries of GAL) in respect of all
		Aircraft Assets on the terms and subject to the conditions set forth in this
		Agreement. In furtherance of the foregoing, the parties hereto acknowledge and
		agree that, notwithstanding any other provision of this Agreement, without the
		consent of the Servicer, GAL shall not, and shall not permit any Person within
		the GAL Group or any agent of any thereof, including the Manager, to, contact
		directly or otherwise have any direct dealings with any Lessee or any relevant
		third party with respect to any Aircraft Asset (which, as provided in the
		definition of “Aircraft Assets”, the parties understand shall not
		include any Aircraft in respect of which the Servicer determines it will not
		provide Services pursuant to Section 2.02(h) or any Aircraft Asset
		(x) that shall have ceased to be an Aircraft Asset in accordance with the
		provisions of Sections 2.04(b) or 3.02(d), but shall include any Former
		Aircraft Asset that shall have become an Aircraft Asset pursuant to
		Section 6.07 of the Servicing Agreement or (y) in respect of which
		the obligation of the Servicer to provide Services shall have been terminated
		in accordance with Article X) (such contact or other direct dealing, a
		“Lessee Contact”) to the extent that such Lessee Contact
		constitutes, or involves taking any action that constitutes, the provision or
		performance of any Services (to such extent, a “Restricted Lessee Contact”). Notwithstanding the foregoing, in the event
		that GAL or any other member of the GAL Group, or in the case of clause (iv) or
		clause (v) below only, Genesis, reasonably believes that it shall be necessary
		or, in the case of clause (iv) or (v) below only, desirable, for there to
		be a Restricted Lessee Contact under circumstances in which one of the
		following clauses is applicable:
	 

	 
		(i) during the period (x) commencing on the
		occurrence of an Event of Default under Section 12.1(a)(iv) of the Credit
		Agreement in respect of payment of interest on an Advance (as defined in the
		Credit Agreement) due to an insufficiency of funds in the Collection Account on
		the relevant date, which Event of Default shall have continued unremedied for
		60 days after the date of the occurrence of such Event of Default and (y)
		ending after such date upon the remedying of such Event of Default;
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) following the occurrence and during the
		continuance of an Event of Default (other than one referred to in clause (i) of
		this Section 2.01(a)) under the Credit Agreement and, other than in respect of
		an Event of Default under Section 12.1(d) of the Credit Agreement, the issuance
		of a default notice (pursuant to which the outstanding Advances (as defined in
		the Credit Agreement) and all accrued and unpaid interest thereon shall become
		due and payable) in accordance with Section 12.3(a) of the Credit
		Agreement, and provided that at the time of such Event of Default at least the
		greater of three (3) Aircraft Assets or 15% of the number of Aircraft Assets
		shall not be subject to Leases and each such Aircraft Asset shall have been
		off-lease and reasonably available for re-lease (which, for purposes of
		clarification, shall mean that such Aircraft Asset shall be in the possession
		or under the unfettered control of the Servicer, together with the related
		Aircraft Documents, shall be free of any legal prohibition on the re-leasing
		thereof, shall be free of Liens (other than Liens, if any, created pursuant to
		the “Credit Documents” as defined in the Credit Agreement or created
		by or at the instruction of the Servicer) and shall be in a condition which
		should be reasonably acceptable to a potential lessee) during the three-month
		period ending after the date of such Event of Default;
	 

	 
		(iii) in respect of any claim for
		indemnification made by the Servicer under this Agreement in respect of a Loss
		incurred by the Servicer related to a Lessee;
	 

	 
		(iv) to discharge GAL’s, or
		Genesis’, or any of their officer’s or director’s, as the case
		may be, obligations under Applicable Law (including under United States’
		securities laws and under United States and European “know your
		customer” laws) including any requirement to obtain information, to file
		any report with any Governmental Authority, to fulfill their fiduciary duties
		or other obligations under Applicable Laws or to respond to any court order or
		to prosecute or defend any suit;
	 

	 
		(v) to respond to requests from GAL’s
		or Genesis’, as the case may be, auditors reasonably related to the filing
		of any tax return or the conduct of any audit of GAL or Genesis and/or their
		subsidiaries;
	 

	 
		(vi) to enable GAL to discharge its
		obligations under Article VII;
	 

	 
		(vii) to enable the Manager to monitor the
		Servicer’s performance under this Agreement in accordance with the express
		terms of the Management Agreement;
	 

	 
		(viii) to enable GAL to perform its express
		obligations under the Credit Agreement and Security Trust Agreement including
		GAL’s obligations under Article IX of the Credit Agreement and Sections
		2.06 and 3.01 of the Security Trust Agreement; or
	 

	 
		(ix) the Servicer’s material failure to
		perform a Service which involves a Lessee and necessitates a Lessee Contact,
		which material failure continues unremedied for 30 days after the
		Servicer’s receipt of written notice of such material failure from GAL and
		which if left unremedied would have a Material Adverse Effect on the GAL Group
		taken as a whole;
	 

	 
		then GAL or another Person within the GAL
		Group, or in the case of clause (iv) or (v) above, Genesis, shall deliver a
		written notice to the Servicer setting forth in reasonable detail the reasons
		for such Restricted Lessee Contact (including which of the foregoing clauses
		(i) through (ix) is applicable thereto) and the specifics of such Restricted
		Lessee Contact. In the case of clauses (i), (ii) and (iv) through (viii) above,
		after receipt of such notice, the Servicer shall promptly notify GAL whether
		the Servicer will itself make such Restricted Lessee Contact, or whether a
		Person within the GAL Group or agent of any thereof, including the Manager,
		should make such Restricted Lessee Contact. In the case of clauses (iii) and
		(ix) 
	 

	 
		 
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

	 
		above, after delivering such notice to the
		Servicer, any Person within the GAL Group shall be permitted to make such
		Restricted Lessee Contact directly itself or through any agent, including the
		Manager. In making any Restricted Lessee Contact GAL shall not, and shall not
		permit any Person within the GAL Group or any agent of any thereof, including
		the Manager, to interfere with the Servicer’s performance of any Services.
		
	 

	 
		For purposes of clarification, the parties
		agree that GAL or any agent thereof, including the Manager, may contact a
		Lessee for the purpose of purchasing from such Lessee Aircraft that are not
		Aircraft Assets hereunder or “Aircraft Assets” as defined under the
		Master Servicing Agreement or for the purpose of selling or leasing to such
		Lessee Aircraft that are not Aircraft Assets hereunder or “Aircraft
		Assets” as defined under the Master Servicing Agreement or under the GFL
		Servicing Agreement, and such contact shall not be considered a Restricted
		Lessee Contact, so long as in no event shall GAL or any agent thereof,
		including the Manager, interfere with the Servicer’s performance of any
		Services.
	 

	 
		(b) The Servicer hereby accepts its
		appointment pursuant to the first sentence of Section 2.01(a) and agrees
		to perform the Services on the terms and subject to the conditions set forth in
		this Agreement.
	 

	 
		Section 2.02. Aircraft Asset Services. (a) The Services to be provided by the Servicer
		in respect of the Aircraft Assets are as set forth in Schedule 2.02(a)
		(the “Services”), the provisions of which Schedule 2.02(a)
		are hereby incorporated herein by reference.
	 

	 
		(b) GAL has advised the Servicer that each
		Person within the GAL Group has appointed GAL to act as its representative with
		respect to any matter in respect of which GAL or any such other Person within
		the GAL Group is required or permitted to take any action pursuant to the terms
		of this Agreement. Accordingly, in connection with the performance of the
		Services, the Servicer shall in all cases be entitled to rely on the
		instructions (or other actions) of GAL as representative of each Person within
		the GAL Group. The Servicer shall in all cases be entitled to rely upon the
		instructions (or other actions), and upon notices, reports or other
		communications (whether written or oral), made by any Lessee or any other
		Person (other than any Affiliate of the Servicer) in or concerning any Aircraft
		Assets, Aircraft Assets Related Document or any document in connection
		therewith and shall not be responsible for the accuracy or completeness of any
		such instructions, notices, reports or other communications.
	 

	 
		(c) GAL has advised the Servicer that it has
		appointed the Manager, on a revocable basis, to, among other things, act on its
		behalf in connection with any actions required or permitted to be taken by GAL
		on its own behalf or on behalf of any other Person within the GAL Group
		(including as provided in Section 2.02(b)) pursuant to the terms of this
		Agreement. Accordingly, in connection with the performance of the Services,
		unless earlier notified in writing by GAL that the Manager’s appointment
		to act on behalf of GAL has been revoked or terminated, or by the Security
		Trustee that all of the GAL Group’s rights hereunder shall be exercisable
		by the Security Trustee as provided in Section 12.01, the Servicer shall in all
		cases be entitled to rely on the instructions (or other actions) of the
		Manager; provided, however, that
		the Servicer shall not be obliged to act upon the instructions of, or with
		respect to, or provide any information to, the Manager, if Competitor Control
		is in existence with respect to the Manager and the period in the Management
		Agreement for the appointment of a replacement Manager has not expired, the
		Servicer has made a determination of the type described in Section 2.04(a) with
		respect thereto or has given a Termination Notice under Section 10.02(a)(i)(I)
		with respect thereto or resigned under Section 10.03(a) with respect thereto,
		or with respect to a Manager appointed hereafter unless the Servicer consented
		to the appointment of such Manager in writing, which consent shall not be
		unreasonably withheld (it being understood that the Servicer may consider,
		among other factors, whether the proposed Manager is a Competitor). Subject to
		the absence of Competitor Control with respect thereto, the Servicer hereby
		consents to the appointment of Genesis as the initial Manager. The
	 

	 
		 
	 

	 
		 
	 

	 
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		appointment of the Manager to act on behalf
		of GAL shall in no way limit or otherwise derogate from the Servicer’s
		right to rely on the instructions (or other actions) of GAL as set forth in
		Section 2.02(b). Without limiting the foregoing, until such time as the
		Servicer has been notified in writing by GAL that the Manager’s
		appointment has been revoked or terminated, or by the Security Trustee that all
		of the GAL Group’s rights hereunder shall be exercisable by the Security
		Trustee as provided in Section 12.01, in all circumstances requiring the
		direction, consent or approval of, or the delivery of any notices or other
		communications to, GAL hereunder, the Servicer shall only be required to seek
		the direction, consent or approval of, or deliver any such notices or other
		communications to, the Manager. GAL agrees with the Servicer that the
		Management Agreement shall not be amended by the parties thereto in any manner
		that may, directly or indirectly, affect the Servicer’s rights,
		obligations or liabilities (or potential liabilities) under this Agreement or
		with respect to the Management Agreement or otherwise without the
		Servicer’s prior written consent. Without limiting the foregoing, GAL
		represents and warrants to the Servicer that Competitor Control with respect to
		the Manager is and shall at all times remain a termination event under the
		Management Agreement and GAL agrees that it shall terminate the Manager on the
		earlier to occur of the appointment of a replacement Manager in accordance with
		the foregoing provisions of this Section and the Management Agreement or sixty
		days after GAL obtains knowledge that Competitor Control with respect to the
		Manager has occurred, GAL shall use its best reasonable efforts to appoint a
		replacement Manager in accordance with the foregoing provisions of this Section
		and the Management Agreement as soon as practicable and by the last day of such
		sixty day period another Person shall be appointed as Manager in compliance
		with the foregoing provisions of this Section and the provisions of the
		Management Agreement. The Servicer hereby consents to Phoenix American
		Financial Services, Inc., as a replacement under the Management Agreement for
		the initial Manager. GAL further agrees that it alone shall be responsible for
		any limitations placed on the authority of or scope of the actions to be taken
		by the Manager and the Servicer shall have no responsibilities or liabilities
		in connection therewith or be deemed to have knowledge or otherwise be
		concerned with respect thereto.
	 

	 
		(d) Except as otherwise provided in Sections
		2.02(h), 2.04(b), 3.02(c), 3.02(d) and 10.04, GAL agrees not to (and not to
		permit any other Person within the GAL Group to) appoint any third party
		service provider (whether an Affiliate or otherwise) with respect to any
		Aircraft Asset without the prior written consent of the Servicer;
		provided, however, that
		the Servicer’s prior written consent is not required with respect to the
		appointment by any Person within the GAL Group of any legal, accounting,
		insurance, valuation or other similar service providers to perform services not
		included within the Services and, provided further, however, that the foregoing
		shall not be construed as prohibiting action permitted under the Master
		Servicing Agreement with respect to Aircraft that are not Aircraft Assets
		hereunder.
	 

	 
		(e) The Servicer shall in all cases be
		entitled to rely on the instructions (or other actions) of any Person within
		the GAL Group, or the Manager, that the Servicer reasonably believes to be
		authorized to act on behalf of GAL (or any other Person within the GAL Group)
		or the Manager, and the Servicer shall not be liable to any Person within the
		GAL Group or any other Person for any act taken or omission to act in
		accordance with such instructions (or other actions), except to the extent
		otherwise provided in Section 3.03 and Article XI.
	 

	 
		(f) Notwithstanding anything contained in
		this Agreement to the contrary, the Servicer shall not be required to perform
		any Service (or any other service) with respect to any Aircraft Asset unless
		and until a true and complete copy of all Aircraft Assets Related Documents
		related thereto has been delivered to the Servicer or other written notice
		thereof has been provided to the Servicer.
	 

	 
		(g) GAL agrees not to (and not to permit any
		other Person within the GAL Group to) enter into any agency, finders’ or
		brokerage agreements (whether with an Affiliate or otherwise) relating to the
		procurement of lessees or purchasers for the Aircraft Assets (or agreements
		similar thereto) without
	 

	 
		 
	 

	 
		 
	 

	 
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		the prior written consent of the Servicer;
		provided, however, that
		the foregoing shall not be construed as prohibiting actions permitted under the
		Master Servicing Agreement with respect to Aircraft that are not Aircraft
		Assets.
	 

	 
		(h) Without limiting the exclusive right of
		Servicer to service all Aircraft Assets, the Servicer shall not be obligated or
		required to accept an Aircraft as an Aircraft Asset or provide any Services in
		respect of any Aircraft Asset if:
	 

	 
		(i) at any time the Servicer believes, in
		good faith but in its sole discretion, that the provision of any of the
		Services with respect thereto or any actions, inactions or consequences related
		thereto or arising therefrom, or any conditions, events or circumstances
		existing at any time of determination, may directly or indirectly lead to or
		create:
	 

	 
		(A) (x) a violation of any Applicable Law
		with respect to the Servicer or its Affiliates or of any GE Policy or
		(y) an investigation by any Governmental Authority of or relating to the
		Servicer, any of its Affiliates or the Services, or
	 

	 
		(B) a conflict of interest with respect to
		any Person that is unacceptable to the Servicer for any reason determined in
		good faith but in its sole discretion, and for the avoidance of doubt and in
		recognition of the potentially sensitive nature of any information related
		thereto, the Servicer shall have no obligation to disclose any such basis
		therefor, or
	 

	 
		(C) a requirement of resources being
		allocated to, or expenses being incurred in connection with, the servicing of
		one or more of such Aircraft, individually or in the aggregate with respect to
		any group thereof, which will be materially different from those being
		allocated to, or incurred in connection with, other Aircraft which are serviced
		by the Servicer, or
	 

	 
		(ii) such Aircraft is a commercial jet
		aircraft which as of its date of acquisition is more than 20 years old or is
		not manufactured by manufacturers based in North America, South America, Asia
		or Europe; or such Aircraft is of a model or type not then currently in the
		GECAS and its Affiliates owned fleet or is of a model or type of which GECAS
		has decided to phase out of such owned fleet;
	 

	 
		(iii) such Aircraft is on lease to or
		otherwise involves a Person with whom the Servicer or any of its Affiliates is
		involved in a legal proceeding or otherwise with which the Servicer or any of
		its Affiliates has a material dispute; or
	 

	 
		(iv) there is any default or event of
		default, or any potential payment, insurance or bankruptcy default, then in
		existence by GAL or any of its Affiliates under this Agreement, the GFL
		Servicing Agreement or the Master Servicing Agreement, or any guaranties or any
		related or other agreements with the Servicer or any of its Affiliates, or any
		event or condition has occurred and is continuing which gives, or with notice
		or the passage of time would give, Servicer or any of its Affiliates a right to
		terminate any of such agreements, in each case which has not been cured or is
		not reasonably expected to be cured on or before the date that Services by the
		Servicer in respect of such Aircraft are expected to commence; or
	 

	 
		(v) GAL and the Servicer so mutually agree
		(but neither party shall have any obligation to do so or to negotiate to do
		so).
	 

	 
		GAL shall notify the Servicer of the entry
		by any Person in the GAL Group into any letter of intent, memorandum of
		understanding, term sheet or other preliminary agreement for the acquisition of
		
	 

	 
		 
	 

	 
		 
	 

	 
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		the ownership or leasing-in of any Aircraft,
		and shall provide the Servicer with a true and complete copy thereof and with
		such additional information regarding such Aircraft (including any Lease or
		Lessee in respect thereof) as the Servicer shall reasonably request. Within ten
		(10) Business Days after having been provided with all such information, the
		Servicer shall advise GAL whether or not each such Aircraft is to be considered
		an Aircraft Asset hereunder. If the Servicer notifies GAL that any Aircraft
		shall not be considered an Aircraft Asset hereunder then such Aircraft shall
		not become subject to this Agreement (or the Master Servicing Agreement) and
		GAL shall be free to make such alternative arrangements for the servicing of
		such Aircraft as GAL shall determine.
	 

	 
		Section 2.03. Offerings.
		(a) (i) In connection with the public or private offering and sale
		(whether within the United States, outside of the United States or both within
		and outside of the United States) of any equity or debt securities or the
		obtaining of any loans (including lines of credit but excluding individual
		aircraft financing of five or fewer Aircraft) by (x) Genesis,
		(y) GAL, or (z) any other Person pursuant to which any Person within the
		GAL Group is required to file, or assist in the filing of, any registration
		statement with the United States Securities and Exchange Commission, or prepare
		and distribute, or assist in the preparation and distribution of, a
		registration statement, prospectus, offering memorandum, a private placement
		memorandum, lender group memorandum or other securities or loan offering
		document (any such offering and sale, or loan or other placement, being
		hereinafter referred to herein as an “Offering”),
		GAL will provide (or cause its advisors to provide, as the case may be) the
		Servicer and its advisors drafts of, and a reasonable time to review, each
		registration statement, prospectus, offering memorandum, private placement
		memorandum, lender group memorandum or other securities or loan offering
		document, as the case may be, and each amendment or supplement to any thereof
		relating to any such Offering (each, a “Prospectus”), and will use its best efforts to incorporate
		the comments, if any, provided by the Servicer with respect to the Servicer or
		any of its Affiliates or their respective roles in connection with any such
		Offering, including under this Agreement, the Master Servicing Agreement, the
		GFL Servicing Agreement or the Business Opportunities Agreement (the
		“Servicer
		Disclosure”, which term shall
		include, without limitation, the Servicer Information) (it being understood
		that the Servicer and its Affiliates have the right, but not the obligation, to
		comment thereon). GAL will not, and will not permit any Person within the GAL
		Group to, file, or assist in the filing of, any such Prospectus with any
		governmental agency or otherwise publicly disclose or distribute to potential
		purchasers or lenders the contents of such Prospectus without the
		Servicer’s prior consent (which consent must be written only with respect
		to, in the case of any Prospectus that is filed with the United States
		Securities and Exchange Commission, the last Prospectus filed prior to or
		concurrently with the filing of a request for acceleration of effectiveness of
		the related registration statement or post-effective amendment thereto or, in
		the case of any Prospectus that is not filed with the United States Securities
		and Exchange Commission, the version of the Prospectus to be delivered in
		connection with the sale, or confirmation of sale, of any debt or equity
		securities or the making of any loans, as the case may be) as to those portions
		of any such Prospectus constituting Servicer Disclosure, which consent shall
		not be unreasonably withheld or determination delayed.
	 

	 
		(ii) GAL understands and agrees that the
		Servicer has the right to approve any and all Servicer Disclosure, including
		the context thereof, and that GAL will not permit the inclusion in any
		Prospectus of (x) any financial statements or financial data relating to
		the Servicer or any Affiliate thereof, (y) performance or related data
		with respect to the Servicer’s servicing of aircraft directly or
		indirectly owned by any Person within the GAL Group or directly or indirectly
		owned by GAL or any of its Affiliates or any other Person’s aircraft or
		other assets or (z) information relating to aircraft owned or managed by the
		Servicer or any of its Affiliates that do not comprise Aircraft Assets or
		“Aircraft Assets” as defined in the Master Servicing Agreement
		(except and to the extent that the quantities and types of aircraft currently
		owned or managed by the Servicer are disclosed in a form and substance
		substantially similar to that set forth under the caption “The
		Parties—Servicer” in the final offering circular dated November 21,
		
	 

	 
		 
	 

	 
		 
	 

	 
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		2006 relating to GFL and the Notes (the
		“Securitization
		Prospectus”)). For the avoidance
		of doubt, however, if such information and the context of its disclosure are
		approved by the Servicer in writing, then GAL shall have the right to include
		such information in such Prospectus. Notwithstanding the foregoing, the
		Servicer agrees (A) that, subject to its prior review and updating, any
		Prospectus may include Servicer Disclosure substantially identical to that
		contained in the Servicer Information in the Securitization Prospectus and
		(B) to respond with any comments it may have on any Servicer Disclosure
		reasonably promptly following GAL’s delivery of drafts of the entire
		Prospectus, including any Servicer Disclosure, to the Servicer. GAL will also
		provide (or cause its Affiliates or advisors to provide, as the case may be)
		the Servicer with copies of, and an opportunity to review, any marketing and
		marketing related materials that contain Servicer Disclosure produced in
		connection with any Offering. GAL will not distribute any such marketing
		materials (or disseminate, or permit the dissemination of, the information
		contained therein) including information relating to the Servicer or any of its
		Affiliates without the Servicer’s prior written consent in respect of such
		Servicer Disclosure, which consent shall not be unreasonably withheld or
		determination delayed. The Servicer agrees to respond with any comments it may
		have on any such marketing materials reasonably promptly following GAL’s
		delivery of copies thereof to the Servicer.
	 

	 
		(iii) GAL agrees that it will use its
		commercially reasonable efforts to cause its legal, accounting and other
		technical advisors to include the Servicer and such Affiliates of the Servicer
		as the Servicer designates as addressees of any opinions and/or comfort letters
		being provided to any Person within the GAL Group and/or any underwriters in
		connection with any Offering.
	 

	 
		(iv) GAL agrees that each Prospectus will
		include disclosure, in form and substance satisfactory to the Servicer, of all
		disclaimers, the Standard of Care, Standard of Liability and Conflicts
		Standard, waivers of liability and indemnification pertaining to the Servicer
		or any of its Affiliates or their respective roles in connection with this
		Agreement and any related Offering.
	 

	 
		(b) Subject to Section 2.03(g) below, if GAL
		reasonably requests that the Servicer or its Affiliates be present on a
		reasonable basis at customary marketing activities (including a so-called
		“road show”), related to any Offering, the Servicer and its
		Affiliates shall agree to discuss being present at such marketing activities,
		but solely in the Servicer’s capacity as Servicer with respect to the
		Aircraft Assets pursuant to this Agreement and only on such basis and with such
		compensation as is acceptable to the Servicer. GAL agrees that, to the extent
		the Servicer has agreed to participate in any such marketing activities, on any
		such marketing activities the Servicer’s only obligation shall be, to the
		extent necessary, to discuss the factual matters relating to its role as
		Servicer hereunder, under the Master Servicing Agreement, the GFL Servicing
		Agreement and the Business Opportunities Agreement and the Aircraft Assets
		which are the subject hereof and thereof, including discussing information
		contained in the Prospectus with respect to such assets relating to types of
		aircraft, aircraft maintenance and aircraft leases. Notwithstanding the
		foregoing, the Servicer shall not be required to make any presentations with
		respect to, or to comment upon, its views of future trends in the aviation
		industry, including future trends relating to types of aircraft, particular
		lessees or expected aircraft lease rates or values, or to provide opinions,
		forecasts, predictions or prospects relating thereto (or to the Aircraft
		Assets). In no event shall a representative of the Servicer be required to
		attend any marketing activities without representatives of GAL or Genesis, as
		the case may be, and the underwriters, lead managers or lead initial
		purchasers, as the case may be.
	 

	 
		 
	 

	 
		 
	 

	 
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		(c) GAL agrees that it will not submit any
		materials to any Rating Agency containing any Servicer Disclosure without the
		Servicer’s prior consent, which consent shall be in writing and not be
		unreasonably withheld or determination delayed.
	 

	 
		(d) GAL understands, acknowledges and agrees
		that the Servicer will not be a party to any underwriting, securities purchase
		or similar agreement or any letter to, representation to or indemnity or other
		agreement with, any underwriter, lead manager or initial purchaser, in
		connection with any Offering, and, except as set forth in Section 2.03(m),
		shall not assume responsibility for any information set forth in any Prospectus
		related thereto.
	 

	 
		(e) (i) Subject to executing
		confidentiality agreements satisfactory in form and substance to GAL, GAL
		agrees to use its commercially reasonable efforts to provide the Servicer or
		any of its Affiliates and/or advisors with an opportunity, at the
		Servicer’s election, to conduct customary due diligence with respect to
		any Offering of Genesis or any Person in the GAL Group, including with respect
		to any matters disclosed in any Prospectus.
	 

	 
		(ii) Subject to executing confidentiality
		agreements satisfactory in form and substance to the Servicer, the Servicer
		agrees to provide GAL, Genesis, underwriters, Rating Agencies and/or advisors
		with reasonable opportunities to conduct due diligence with respect to
		information pertaining to the Servicer and the provision of Services pursuant
		to this Agreement with respect to the Aircraft Assets; provided,
		however, that, if it is established to the Servicer’s
		reasonable satisfaction that any Rating Agency does not execute confidentiality
		agreements as a matter of policy, the Servicer will waive such requirement with
		respect to such Rating Agency so long as such Rating Agency establishes to the
		Servicer’s reasonable satisfaction that any information made available to
		it will be held confidential.
	 

	 
		(f) Except to the extent required by law,
		GAL agrees not to (and not to permit any other Person within the GAL Group to)
		make directly or indirectly, any press release or other public announcement by
		any means (including by making disclosures to financial analysts or other
		members of the financial community that are intended to be or could reasonably
		be expected to be publicly disclosed) containing or relating to Servicer
		Disclosure without the Servicer’s prior written consent, which consent
		shall not be unreasonably withheld or determination delayed. In the event a
		press release or other public announcement is recommended by securities counsel
		or required by law, GAL shall consult with the Servicer prior to making (or
		permitting to be made) any such press release or public announcement to the
		extent that such press release or public announcement relates to the Servicer
		(or any of its Affiliates) or their respective involvement in any Offering.
		Promptly after GAL’s request therefor, the Servicer agrees to provide GAL
		with the Servicer’s pre-approved customary Servicer Disclosure for
		inclusion in Genesis’ quarterly and annual public reporting disclosure
		documents to be filed with the Securities and Exchange Commission;
		provided, however, that
		the context of such Servicer Disclosure in each such document shall be subject
		to the prior consent of the Servicer.
	 

	 
		(g) Upon the closing of any Offering by any
		Person in the GAL Group, or any Offering by Genesis or any of its Subsidiaries
		with respect to which GAL has requested participation from the Servicer as
		provided above in Section 2.03(b), GAL shall pay, or cause another Person
		to pay, the Servicer financing fees in such amount as GAL and the Servicer
		shall have agreed. In addition to such agreement on such fees, GAL and the
		Servicer hereby agree that additional fees shall be paid to the Servicer in
		connection with the Servicer’s involvement with the solicitation of, or
		other action to obtain, any lessee consents and/or novations in connection with
		any Offering. Such additional fees to be paid to the Servicer in connection
		with the Servicer’s involvement with respect to any such Offering shall
		consist of $6,000 per applicable Aircraft.
	 

	 
		 
	 

	 
		 
	 

	 
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		(h) Notwithstanding the foregoing,
		(i) except as otherwise expressly agreed by an Affiliate of the Servicer
		in a separate agreement in the case of this clause (i), neither the
		Servicer nor any of its Affiliates shall be obligated to underwrite or purchase
		any securities to be issued by GAL or any other Person within the GAL Group or
		by any Person in any Offering; (ii) neither the Servicer nor any of its
		Affiliates shall be obligated to issue any Guarantees or otherwise to provide
		any credit enhancement or support or incur any obligations or liabilities to
		provide any credit enhancement or support or incur any other obligations or
		liabilities in connection with any Offering; (iii) neither the Servicer
		nor any of its Affiliates shall be required to sign any registration statement
		(or any similar document) in connection with any Offering (as
		“registrant”, “issuer” or in any other capacity) or take
		any other action that could, in the Servicer’s sole determination, result
		in the Servicer or any of its Affiliates being (or being deemed to be) a
		“control person” with respect to the applicable issuer of any
		securities issued in connection with any such financing transaction under
		applicable securities laws in connection with any such financing or an
		“underwriter” of any such securities; and (iv) the obligations
		of the Servicer under this Section 2.03 shall be subject to the reasonable
		satisfaction of the Servicer with all the terms and conditions of the
		applicable Offering that relate to the Servicer or any of its Affiliates or
		their respective roles (including the indemnities in favor of the Servicer and
		its Affiliates).
	 

	 
		(i) In the case of any Offering, the
		Indemnified Parties shall have no liability for, and GAL shall hold, and shall
		cause each other Person, if any, for whom an Offering was conducted to hold,
		each Indemnified Party harmless from, and indemnify on an After-Tax Basis each
		Indemnified Party against, any and all Losses that may be imposed on, incurred
		by or asserted against (including with respect to any such claims, suits,
		actions or proceedings by third parties, including the applicable underwriters
		and purchasers of any securities issued in connection with any such Offering)
		such Indemnified Party, directly or indirectly, arising out of, in connection
		with or related to the Servicer’s performance of the obligations set forth
		in this Section 2.03 with respect to any Offering; provided,
		however, that such indemnity shall not apply to the extent
		that, if GAL had suffered such Losses, the Servicer would have been required to
		indemnify GAL pursuant to the terms of Section 2.03(m). The obligation of
		GAL under this Section 2.03(i) shall be in addition to any liability that
		GAL may otherwise have to the Indemnified Parties and shall not be limited or
		reduced with respect to the Indemnified Parties by any other rights to
		indemnification that may be available to such Indemnified Parties.
	 

	 
		(j) GAL agrees to reimburse the Servicer, on
		a monthly basis, for all out-of-pocket expenses incurred directly or indirectly
		by the Servicer or any of its Affiliates in connection with any Offering with
		respect to which the Servicer shall provide services pursuant to this
		Section 2.03, including any outside advisor fees and expenses (including
		travel and lodgings), including legal, accounting, investment banking,
		consulting and other similar advisors retained by the Servicer or any of its
		Affiliates in connection with any Offering.
	 

	 
		(k) For the avoidance of doubt, but without
		derogating from any of the Servicer’s rights hereunder, the Servicer shall
		continue to act as the primary servicer for each Aircraft Asset, following the
		financing or refinancing thereof pursuant to a public or private aircraft
		financing transaction, so long as any Person within the GAL Group or Genesis or
		any of its Affiliates owns or leases, or otherwise has direct or indirect
		interest, in such Aircraft Asset, on the terms provided in this Agreement. In
		addition, the Servicer shall continue to act as the primary servicer for any
		Aircraft Assets that are financed or refinanced pursuant to a public or private
		aircraft financing transaction (including a public or private securitization
		financing transaction) under circumstances in which, following such financing
		or refinancing, (i) Genesis or any Person in the Genesis Group has
		(individually or in the aggregate) a direct or indirect interest in such
		Aircraft Assets or in any securities representing the residual or equity
		interest in such Aircraft Assets, and (ii) such Aircraft Assets are to be
		managed pursuant to a servicing agreement or other arrangement other than this
		Agreement, (x) on a basis substantially the same as the basis upon which
		the Servicer provides the Services pursuant to this Agreement (including the
		fees 
	 

	 
		 
	 

	 
		 
	 

	 
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		provided for herein to be paid to the
		Servicer and in accordance with the Standard of Care and the Conflicts Standard
		and subject to the Standard of Liability and Article XI) and
		(y) otherwise on such commercially reasonable terms as shall be agreed.
		For purposes of clarification, after giving effect to any such offering or
		refinancing, regardless of the form or structure thereof, all Aircraft that
		were at one time Aircraft Assets owned or leased in by any Person in the GAL
		Group or any of its Affiliates shall continue to be serviced by the Servicer
		pursuant to this Agreement or a servicing agreement substantially the same as
		this Agreement unless such Aircraft Asset has become a Former Aircraft
		Asset.
	 

	 
		(l) Notwithstanding any provision to the
		contrary in this Agreement, GE Capital or any Affiliate of GE Capital may, in
		its sole discretion, at any time and from time to time enter into and
		effectuate, directly or indirectly, public or private financing transactions
		with respect to Aircraft other than the Aircraft Assets.
	 

	 
		(m) The Servicer shall indemnify and hold
		harmless GAL and its directors, officers and employees from and against any and
		all Losses that may be imposed on, incurred by or asserted against GAL or any
		such other Person insofar as any such Loss arises out of, or is based upon,
		(i) any untrue statement or alleged untrue statement of a material fact
		contained in the Servicer Information contained in any final or preliminary
		Prospectus or in any amendment thereof or supplement thereto or in any other
		document filed with the United States Securities and Exchange Commission or
		(ii) the omission or alleged omission to state in the Servicer Information
		included in any final or preliminary Prospectus a material fact required to be
		stated therein or necessary to make the statements therein not misleading;
		provided, however, that
		the Servicer shall not be liable to GAL or any other Person under the indemnity
		set forth in this Section 2.03(m) (x) unless the Servicer shall have
		consented in writing to the text of the Servicer Information in such final or
		preliminary Prospectus and (y) if the relevant Loss results from an untrue
		statement or omission contained in a preliminary Prospectus that was delivered
		to a person that was sold a security described in such preliminary Prospectus
		and if the Servicer shall have provided to GAL prior to the investment decision
		of the applicable buyer asserting such loss information correcting such untrue
		statement or omission and GAL shall have failed to deliver or cause to be
		delivered such corrected information to such buyer containing such corrected
		information. “Servicer
		Information” shall mean the
		information set forth in the sections of the Securitization Prospectus
		captioned “The Parties – Servicer” and the comparable sections
		(or comparable disclosure in comparable portions thereof) contained in any
		other preliminary or final Prospectus. In connection with any Offering, upon
		the request and at the expense of GAL, the Servicer shall make a good faith
		effort to obtain from one of its regular outside legal counsel, selected by the
		Servicer, a customary securities law disclosure letter related solely to the
		Servicer Information included in the relevant Prospectus and addressed to the
		underwriters or initial purchasers in respect of the securities being offered
		under such Prospectus (such underwriters and initial purchasers not, however,
		constituting third party beneficiaries of this Agreement).
	 

	 
		Section 2.04. Compliance with Applicable Laws and GE
		Policies. (a) Notwithstanding anything
		to the contrary in this Agreement, the Servicer shall not be obligated to take
		or refrain from taking any action at any time that the Servicer believes, in
		good faith but in its sole discretion, is reasonably likely to (i) violate
		any Applicable Law with respect to the Servicer or its Affiliates or any GE
		Policy or (ii) lead to an investigation by any Governmental Authority,
		directly or indirectly, of or relating to the Servicer, any of its Affiliates
		or the Services. “GE
		Policy” means each of the
		established written policies of GE applicable to GE and its controlled
		affiliates related to business practices with respect to legal, ethical and
		social matters, which policies are currently embodied in the pamphlet
		The Spirit & The
		Letter, a copy of which has been
		provided to GAL, as the same may be amended and in effect from time to time.
		The Servicer shall provide GAL with a copy of all amendments and updates to
		The Spirit & The
		Letter.
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) If pursuant to paragraph (a) above,
		the Servicer shall have determined not to take any action with respect to any
		transaction or potential transaction (whether or not any such transaction or a
		similar transaction has previously been entered into) relating to any Aircraft
		Asset and as a consequence thereof any Person within the GAL Group shall be
		denied the opportunity to participate in any transaction or potential
		transaction in which it would otherwise be able to participate in accordance
		with Applicable Law, then, notwithstanding the provisions of Section 2.01,
		any such Person within the GAL Group may enter into, or engage another Person
		to arrange on its behalf, such transaction or potential transaction with
		respect to such Aircraft Asset; provided,
		however, that such Person within the GAL Group may not enter
		into any such transaction or potential transaction if at or about the same time
		a substantially similar transaction (with at least as favorable or the same
		economic terms) could be arranged by the Servicer with respect to such Aircraft
		Asset in a manner that is not reasonably likely to violate GE Policy or lead to
		an investigation by any Governmental Authority, directly or indirectly, of or
		relating to the Servicer, any of its Affiliates or the Services;
		provided further,
		however, that (i) the Aircraft Asset that is the subject
		of such transaction or potential transaction or the subject of a resignation or
		removal as provided in Section 3.02(d) (a “Former Aircraft Asset”) shall cease to be an Aircraft Asset (including
		for the purposes of calculating the Servicing Fees) on the date that such
		transaction or potential transaction is entered into, (ii) from and after
		such date (unless and until such Former Aircraft Asset becomes an Aircraft
		Asset pursuant to Section 6.07) no further Services shall be provided with
		respect to such Former Aircraft Asset and (iii) the Servicer shall not
		have any obligation or liability with respect to such Former Aircraft Asset or
		such transaction or potential transaction.
	 

	 
		(c) Notwithstanding anything to the contrary
		set forth in paragraph (b) above, no Person within the GAL Group
		shall be entitled to enter into, or engage any other Person to arrange on its
		behalf, any transaction or potential transaction with respect to any Aircraft
		Asset if the Servicer shall have made a determination regarding that
		transaction or potential transaction pursuant to paragraph (a) above
		because it reasonably believed that a party to such transaction or potential
		transaction is an OFAC Designated Person or that such transaction or potential
		transaction was reasonably likely to violate the United States Foreign Corrupt
		Practices Act (or any similar or successor statute), any of the Anti- Terrorism
		Laws or any similar or successor statutes or orders applicable to entities
		organized under the laws of the United States (or any state or political
		subdivision thereof) or applicable to any Person within the GAL Group or
		otherwise applicable to such transaction or potential transaction.
	 

	 
		Section 2.05. Limitations.
		(a) Notwithstanding any other provision of this Agreement that could be
		construed to the contrary, neither the Servicer nor any of its Affiliates shall
		assume any Indebtedness of any Person within the GAL Group or of Genesis or any
		of its other Affiliates (whether consisting of the Advances under the Credit
		Agreement or otherwise) nor shall any provision of this Agreement or any other
		Operative Agreement be construed so as to imply that the parties intended any
		such assumption.
	 

	 
		(b) In addition to Section 2.04, the
		Servicer shall not, and shall not be obligated to, act in a manner inconsistent
		with the rights, obligations or undertakings of the “Lessor” under
		any Lease or of the “seller” under a sale contract or any other
		Person party to any other contract for the benefit of any Person in the GAL
		Group or otherwise in any manner that is illegal or prohibited by Applicable
		Law or any applicable contract.
	 

	 
		(c) Notwithstanding any other provision of
		this Agreement (but without limiting its obligation to provide GAL with certain
		offers of aircraft for sale, and certain information related thereto, as and to
		the extent provided in the Business Opportunities Agreement) the Servicer shall
		not be obligated either initially or on a continuing basis to provide any
		Person within the GAL Group or any of its Representatives or Genesis or any of
		its other Affiliates any confidential or proprietary information regarding the
		Servicer’s or any of its Affiliates’ business or the business or
		finances of any Person, other
	 

	 
		 
	 

	 
		 
	 

	 
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		 than information regarding any Person
		within the GAL Group, whose assets it manages from time to time.
	 

	 
		(d) The Servicer shall not be liable or
		accountable for (i) the failure by a Lessee, any buyer or any other Person
		to perform any of its obligations under any Lease, sale contract or any other
		contract including the payment of amounts payable under any Lease or any other
		contract or (ii) the accuracy or completeness of any notices, reports or
		other communications (whether written or oral) made by any Lessee, any buyer or
		any Person other than the Servicer in or concerning any Lease or any other
		contract or any document in connection therewith and shall be entitled to rely
		upon all such notices, reports and communications except to the extent that the
		Servicer has actual notice of any matter to the contrary.
	 

	 
		(e) The Servicer may rely on any Adviser,
		Broker, law firm or other professional adviser appointed by the Servicer or GAL
		and shall not be liable for any claim by any Person within the GAL Group or any
		other Person to the extent that it was acting in good faith upon the advice of
		such Adviser, Broker, law firm or other professional adviser.
	 

	 
		(f) The relationship between the Servicer
		and GAL is an agency relationship, however, except in relation to any money
		erroneously received by the Servicer or any of its Affiliates into any of the
		Servicer’s or any of its Affiliates’ bank accounts on behalf of any
		Person within the GAL Group, which the Servicer will hold in trust for such
		Person and deposit into the Collection Account as soon as reasonably
		practicable, neither the Servicer nor any of its Representatives shall be under
		any fiduciary duty or other implied obligation or duty to any Person within the
		GAL Group or to Genesis or any Affiliate of any such Person or any holder of
		any equity or debt security issued by or lender to any Person within the GAL
		Group or by Genesis or any of its Affiliates, or to any Lessee, the Manager, or
		any other Person arising out of this Agreement; it being agreed that the rights
		and obligations of the parties hereto shall only be those expressly provided
		for in this Agreement.
	 

	 
		(g) Without prejudice to the Standard of
		Care, the Servicer shall not be imputed with the knowledge of any of its
		employees other than its directors, officers and those employees involved in
		the performance of the Services relevant to such knowledge responsible for the
		day-to-day administration of this Agreement. The Servicer shall be deemed to
		have actual notice of any matter only upon the receipt of written notice
		describing any such matter in reasonable detail or to the extent that one of
		the foregoing Persons has actual knowledge of any such matter or which one of
		such Persons ought to have known if the Servicer had acted in accordance with
		the Standard of Care.
	 

	 
		(h) The Servicer shall not be obligated to
		assume, or engage in activities which could reasonably be expected to subject
		the Servicer to, any liability as a related company or shadow director of any
		Person within the GAL Group or under any similar legal concept. GAL and each
		other party hereto understands, acknowledges and agrees that the intent of the
		parties hereunder is that the Servicer will not be subject to any obligations
		or liabilities whatsoever other than as and to the extent that any obligations
		or liabilities arise pursuant to the express terms of this Agreement.
	 

	 
		ARTICLE III
	 

	 
		 
	 

	 
		Standard of Care; Conflicts of Interest;
		Standard of Liability
	 

	 
		Section 3.01. Standard of Care. The Servicer shall use reasonable care and diligence
		at all times in the performance of the Services (the “Standard of Care”).
	 

	 
		 
	 

	 
		 
	 

	 
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		Section 3.02. Conflicts of Interest. (a) GAL and each other party hereto acknowledges
		and agrees that (i) in addition to managing the Aircraft Assets under this
		Agreement, the Servicer may manage, and shall be entitled to manage, from time
		to time the separate assets and businesses of (r) Pegasus Aviation Finance
		Company and its Affiliates, (s) Export Development Canada,
		(t) Genesis and its other Affiliates (including GFL), (u) GE Capital
		and its Affiliates, (v) Commercial Aircraft Leasing Ltd. and its
		Affiliates, (w) Lease Investment Flight Trust and its Affiliates,
		(x) Airplanes U.S. Trust and Airplanes Limited and their respective
		Affiliates, (y) Aircraft Finance Trust and its Affiliates and
		(z) other third parties (the assets of the parties described in
		clauses (r), (s), (t), (u), (v), (w), (x), (y) and (z) are collectively
		hereinafter referred to as the “Other Assets”); (ii) in the course of conducting such
		activities, the Servicer may from time to time have conflicts of interest in
		performing its duties on behalf of the various entities to whom it provides
		management services and with respect to the various assets in respect of which
		it provides management services; and (iii) Genesis and the board of
		directors of GAL have approved the transactions contemplated by this Agreement
		and the other Operative Agreements and desire that such transactions be
		consummated, and in giving such approval Genesis and the board of directors of
		GAL have expressly recognized that such conflicts of interest may arise and
		that when such conflicts of interest arise the Servicer shall perform the
		Services hereunder in accordance with the Standard of Care and, to the extent
		applicable, the Conflicts Standard.
	 

	 
		(b) If conflicts of interest arise regarding
		the management of (i) a particular Aircraft Asset, on the one hand, and
		another Aircraft Asset, on the other hand, or (ii) any Aircraft Asset, on
		the one hand, and any Other Asset, on the other hand, the Servicer shall
		perform the Services in good faith and, without prejudice to the generality of
		the foregoing, to the extent (i) such Aircraft Assets or (ii) such
		Aircraft Asset and such Other Asset are substantially similar in terms of
		objectively identifiable characteristics relevant for purposes of the
		particular Services to be performed, the Servicer shall not discriminate among
		such Aircraft Assets or between such Aircraft Asset and such Other Asset,
		respectively, on an unreasonable basis (the standard set forth in this
		Section 3.02(b) shall be referred to collectively as the
		“Conflicts Standard”).
	 

	 
		(c) Notwithstanding any provision herein to
		the contrary, if, in connection with the provision of Services with respect to
		an Aircraft Asset or Lease, a conflict of interest shall exist that, in the
		good faith opinion of the Servicer, requires an arm’s-length negotiation
		between the Servicer or an Affiliate of the Servicer, on the one hand, and any
		Person within the GAL Group, on the other hand, and the Servicer believes it
		would not be appropriate for the Servicer to act on behalf of such Person
		within the GAL Group in connection with such negotiation (whether or not the
		Servicer shall propose to act on behalf of itself or one of its Affiliates in
		connection with such negotiation), then the Servicer shall withdraw from acting
		as Servicer with respect to such Aircraft Asset or Lease in connection with the
		negotiation of the issue giving rise to such conflict of interest. The Servicer
		shall provide written notice to GAL not more than ten Business Days after it
		has made a determination that an arm’s-length negotiation is necessary
		with respect to such conflict of interest and it would not be appropriate for
		the Servicer to act on behalf of such Person within the GAL Group in connection
		with such negotiation. Not more than seven Business Days after receipt of such
		notice from the Servicer, GAL shall appoint an independent representative
		(which may be Genesis, any Person within the GAL Group or the Manager, but
		otherwise not a Competitor listed in clause (ii) of the definition of such term
		or any of its Affiliates) (the “Independent Representative”) to act on behalf of such Person within the GAL
		Group to which such Aircraft Asset or Lease and conflict of interest relates.
		Any such Independent Representative so appointed shall act on behalf of the
		relevant Person within the GAL Group for purposes of such negotiation relating
		to such Aircraft Asset or Lease and the Servicer shall have no responsibility
		or liability to any Person within the GAL Group with respect to such
		negotiation relating to such Aircraft Asset or Lease. In any event, the
		Servicer shall be entitled to act on behalf of itself or its Affiliate with
		respect to such negotiation. During the period of such Independent
		Representative’s appointment, the Servicer shall continue to perform its
		ordinary functions as Servicer with respect to such Aircraft Asset or 
	 

	 
		 
	 

	 
		 
	 

	 
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		Lease to the extent that the performance of
		the Services does not directly or indirectly affect the negotiation of the
		issue giving rise to such conflict of interest. To the extent, if any, the
		Servicer cannot continue to perform any Services with respect to such Aircraft
		Asset or Lease during such negotiation, such Services shall be performed by the
		Independent Representative or any other designee of such Person within the GAL
		Group. Except as provided in Section 3.02(d) below, any such Aircraft
		Asset or any Aircraft Assets subject to any such Lease shall continue to be
		included as an Aircraft Asset for purposes of calculating the Servicing Fees
		pursuant to Article IX during the appointment of an Independent
		Representative and the fees, if any, of any such Independent Representative
		shall be paid by GAL.
	 

	 
		(d) If (i) the Servicer reasonably
		determines that directions given by any Person to the Servicer in accordance
		with this Agreement or Services required to be performed under this Agreement
		(other than any Service involving an arm’s-length negotiation between the
		Servicer or an Affiliate of the Servicer, on the one hand, and any Person
		within the GAL Group, on the other hand) would, in either case, if carried out,
		place the Servicer in a conflict of interest with respect to which, in the
		Servicer’s good faith opinion, the Servicer cannot continue to perform its
		obligations hereunder within the requirements set forth in Section 3.02
		with respect to all Aircraft Assets or any affected Aircraft Assets, as the
		case may be, or (ii) there is a conflict of interest of the type described
		in Section 3.02(c) above which results in the Independent Representative
		being required to perform substantially all of the Services described in
		Sections 1 through 3 of Schedule 2.02(a) of this Agreement on a long-term
		basis in respect of an affected Aircraft Asset, the Servicer shall give GAL
		prompt written notice thereof and thereafter the Servicer may resign as
		Servicer with respect to the affected Aircraft Assets or GAL may elect to
		remove the Servicer with regard to the affected Aircraft Assets as provided in
		Article X, with the result that such affected Aircraft Assets shall cease
		to be Aircraft Assets hereunder.
	 

	 
		Section 3.03. Standard of Liability. Notwithstanding any other provision of this Agreement
		that could be construed to the contrary, the Servicer shall not be liable or
		accountable to any Person including, without limitation, GAL or any Subsidiary
		or Affiliate of GAL (other than GAL to the extent set forth in the next
		following sentence), Genesis or any Affiliate thereof or any other Person,
		under any circumstances for any Losses directly or indirectly arising out of,
		in connection with or related to, the management by the Servicer of Aircraft
		Assets or Other Assets. The Servicer shall not be liable or accountable to GAL
		or any other Person in the GAL Group, Genesis or any Affiliate thereof or any
		other Person under any circumstances for, and GAL shall indemnify the Servicer
		on an After-Tax Basis in accordance with the provisions of Article XI for,
		any Losses, directly or indirectly, arising out of, in connection with or
		related to, the management by the Servicer of Aircraft Assets or Other Assets,
		unless such Losses are finally adjudicated to have resulted directly from
		(x) the Servicer’s gross negligence or willful misconduct (including
		willful misconduct that constitutes fraud) in respect of its obligation to
		apply the Standard of Care or the Conflicts Standard in respect of its
		performance of the Services or (y) any representation or warranty by the
		Servicer to such Person set forth in Section 4.10 or 4.11 having proven to be
		false on the date hereof (the liability standards set forth in this
		Section 3.03, the “Standard of
		Liability”). For the avoidance of
		doubt, but without limiting the provisions of Section 9.07, the provisions
		of this Section 3.03 shall not give rise to any obligation on the part of
		the Servicer to indemnify GAL for any Taxes. Without limiting the foregoing,
		the Servicer shall not be directly or indirectly liable or accountable to GAL
		or any Person in the GAL Group or Genesis or any of its other Affiliates under
		any circumstances for any Losses directly or indirectly arising out of, in
		connection with or related to, (i) the direct or indirect transfer of any
		Aircraft Assets or Leases related thereto or any other assets to any Person
		within the GAL Group or outside of the GAL Group, (ii) the adequacy of the
		terms of any Lease or other contract relating to any Aircraft Assets,
		(iii) the reliability or creditworthiness of any Lessee or other party to
		a contract with respect to its obligations under any Lease or any other
		contract relating to the Aircraft Assets, (iv) the adequacy of the lease
		payments derived from the Leases related to any Aircraft Assets or values or
		sales proceeds of Aircraft Assets to support various obligations of the Persons
		within the GAL Group or of Genesis, (v) the adequacy of any utilization
		rents or other
	 

	 
		 
	 

	 
		 
	 

	 
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		payments or security deposits relating to
		the Aircraft Assets, (vi) the terms and conditions of any securities or
		instruments being offered and sold by GAL or any of its Affiliates as of the
		Closing Date (or thereafter) or pursuant to any Offering, (vii) the
		ability of GAL or any other Person to comply with the terms and conditions of
		such securities or other instruments or any other agreement (including the
		Credit Documents) to which it is a party and (viii) the structuring and
		implementation of any aspect of the various transactions contemplated by any
		Offering, including with respect to the Credit Agreement.
	 

	 
		Section 3.04. Waiver of Implied Standard. Except as expressly stated above in this
		Article III, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS
		OR IMPLIED, STATUTORY OR OTHERWISE, ARISING UNDER U.S. FEDERAL, DELAWARE,
		IRISH, BERMUDAN OR OTHER LAW IN RELATION TO THE SKILL, CARE, DILIGENCE OR
		OTHERWISE IN RESPECT OF ANY SERVICE TO BE PERFORMED HEREUNDER OR TO THE QUALITY
		OR FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OF ANY GOODS OR
		SERVICES ARE HEREBY EXCLUDED AND WAIVED BY GAL AND EACH OTHER PERSON IN THE GAL
		GROUP, GENESIS, THE MANAGER AND THE SERVICER SHALL NOT BE LIABLE TO GAL OR ANY
		OTHER PERSON WITHIN THE GAL GROUP, GENESIS, THE MANAGER OR ANY OTHER PERSON IN
		CONTRACT, TORT OR OTHERWISE UNDER U.S. FEDERAL, DELAWARE, IRISH, BERMUDAN OR
		OTHER LAW FOR ANY LOSS, DAMAGE, EXPENSE OR INJURY OF ANY KIND WHATSOEVER,
		CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH EITHER THE
		SERVICES TO BE SUPPLIED PURSUANT TO THIS AGREEMENT OR ANY GOODS TO BE PROVIDED
		OR SOLD IN CONJUNCTION WITH SUCH SERVICES OR ANY DEFECT IN EITHER SUCH GOODS OR
		SERVICES OR FROM ANY OTHER CAUSE, WHETHER OR NOT ANY SUCH MATTER AMOUNTS TO A
		FUNDAMENTAL BREACH OF A FUNDAMENTAL TERM OF THIS AGREEMENT. Nothing in this
		Article III should be taken as in any way limiting or excluding any
		liability which the Servicer may have to GAL under Section 2 of the Irish
		Liability for Defective Products Act, 1991.
	 

	 
		THE CONTRACTUAL RIGHTS, IF ANY, WHICH THE
		GAL GROUP ENJOYS BY VIRTUE OF SECTIONS 12, 13, 14 AND 15 OF THE SALE OF GOODS
		ACT, 1893 (AS AMENDED) AND SECTION 39 OF THE SALE OF GOODS AND SUPPLY OF
		SERVICES ACT, 1980 ARE IN NO WAY PREJUDICED BY ANYTHING CONTAINED IN THIS
		AGREEMENT SAVE TO THE EXTENT PERMITTED BY LAW.
	 

	 
		ARTICLE IV
	 

	 
		 
	 

	 
		Representations and Warranties

	 

	 
		GAL represents and warrants to, and agrees
		with, the Servicer as follows:
	 

	 
		Section 4.01. Aircraft Assets.
		Schedule 4.01 contains a true and complete list of all Aircraft Assets, if
		any, constituting Aircraft Assets as of the Closing Date and each Person within
		the GAL Group, if any, that owns such Aircraft Assets as of the Closing Date
		(which Schedule, along with Schedules 4.02 and 4.03 shall be updated,
		represented and warranted to by GAL upon any Aircraft or Additional Aircraft
		becoming an Aircraft Asset). Except as otherwise set forth therein and except
		for arrangements effected by the Servicer under Section 7.04(a)(i), on the
		delivery of each Aircraft Asset listed in Schedule 4.01, each Person
		within the GAL Group listed as an owner of an Aircraft Asset on such Schedule
		will have such title to such Aircraft Asset as was conveyed to such Person on
		its delivery, free and clear of all Liens created by or through such Person
		(other than Permitted Liens).
	 

	 
		 
	 

	 
		 
	 

	 
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		Section 4.02. Aircraft Assets Related Documents. (a) The Servicer shall not be required to perform
		any service provided for in or in connection with any Aircraft Assets Related
		Documents not in its possession (all such Aircraft Assets Related Documents
		listed in Schedule 4.02 being in its possession) or delivered to it, and,
		to the extent that the failure to provide such service results in any Losses to
		the Servicer, GAL shall indemnify the Servicer for such Losses on an After-Tax
		Basis, in accordance with the provisions of Article XI.
	 

	 
		(b) Each Aircraft Assets Related Document is
		a legal, valid and binding agreement of the Person within the GAL Group that is
		a party thereto (including by way of assignment or novation) and is enforceable
		against such Person within the GAL Group that is a party thereto in accordance
		with its terms. No Person within the GAL Group has modified, amended or waived
		any provision of or terminated any Aircraft Assets Related Document referred to
		in Schedule 4.02 except as disclosed therein.
	 

	 
		Section 4.03. Accounts and Cash Flow. Schedule 4.03 sets forth a true and complete list
		of all bank or other similar accounts and any other accounts relating to the
		Aircraft Assets, including wire transfer instructions, with respect to which
		any Person within the GAL Group, the Security Trustee, the Manager or any other
		agent of any of the foregoing has authority, and Sections 7.1 and 7.2 of the
		Credit Agreement as in effect as of the date of this Agreement set forth all
		material arrangements and procedures relating to the flow of cash related to
		the Aircraft Assets.
	 

	 
		Section 4.04. Organization and Standing.
	 

	 
		(a) GAL is an exempt company duly created
		under the laws of Bermuda, and each other Person within the GAL Group is a
		corporation duly incorporated, a trust duly created or a limited liability
		company duly formed and validly existing and, if relevant, in good standing
		under the laws of the jurisdiction in which it is legally incorporated, created
		or formed, respectively, and possesses all franchises, licenses, permits,
		authorizations and approvals necessary to enable it to use its corporate or
		trust name and to own, lease or otherwise hold its properties and assets and to
		carry on its business as presently conducted and as proposed to be conducted
		except for such franchises, licenses, permits, authorizations and approvals the
		failure of which to obtain could not, individually or in the aggregate, have a
		Material Adverse Effect on the Persons within the GAL Group, taken as a whole,
		or on the Servicer. Each of GAL and each other Person within the GAL Group is
		in compliance in all material respects with all terms and conditions of such
		franchises, licenses, permits, authorizations and approvals.
		Schedule 4.04(a) sets forth a true and complete list of each Person within
		the GAL Group and the jurisdiction in which each such Person within the GAL
		Group is legally organized.
	 

	 
		(b) Each of GAL and each other Person within
		the GAL Group is duly qualified to do business as a foreign corporation in each
		jurisdiction in which the nature of its business or the ownership, leasing or
		holding of its properties or assets requires qualification except for such
		jurisdictions where the failure to be so qualified could not, individually or
		in the aggregate, have a Material Adverse Effect on the Persons within the GAL
		Group, taken as a whole, or on the Servicer.
	 

	 
		Section 4.05. Authority. (a)
		Each of GAL and each other Person within the GAL Group which is a party to an
		Operative Agreement has all requisite power and authority to execute each
		Operative Agreement to which it is or will be a party and to consummate the
		transactions and to perform its obligations contemplated thereby. All acts and
		other proceedings required to be taken by each Person within the GAL Group to
		authorize the execution, delivery and performance of each Operative Agreement
		to which it is or will be a party and the consummation of the transactions and
		the performance of its obligations contemplated thereby have been or on or
		before the date of entering into the relevant Operative Agreements will have
		been duly and properly taken.
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) Each of the Operative Agreements to
		which any Person within the GAL Group is or will be a party has been or will be
		duly and validly executed and delivered by such Person, as applicable, and each
		such Operative Agreement is or upon such execution and delivery will be a
		legal, valid and binding obligation of such Person, as applicable, enforceable
		against it in accordance with its terms.
	 

	 
		Section 4.06. No Conflicts.
		Neither the execution and delivery of any Operative Agreement to which any
		Person within the GAL Group is a party nor the consummation of the transactions
		contemplated thereby nor performance by any Person within the GAL Group of any
		of its obligations thereunder will (i) violate any provision of the
		constituent documents of any such Person within the GAL Group,
		(ii) violate any order, writ, injunction, judgment or decree applicable to
		any Person within the GAL Group or any of their respective properties or
		assets, (iii) violate in any material respect any Applicable Law or
		(iv) result in any conflict with, breach of or default (or give rise to
		any right of termination, cancellation or acceleration) under, any of the
		terms, conditions or provisions of any note, bond, mortgage, indenture, warrant
		or other similar instrument or any license, permit, material agreement or other
		material obligation to which any Person within the GAL Group is a party or by
		which any Person within the GAL Group or any of their respective properties or
		assets may be bound. No action, consent or approval by, or filing with, any
		Governmental Authority or any other regulatory or self regulatory body, or any
		other Person, is required in connection with the execution, delivery or
		performance by any Person within the GAL Group of the Operative Agreements to
		which it is a party or the consummation by any Person within the GAL Group of
		the transactions contemplated thereby.
	 

	 
		Section 4.07. Compliance with Applicable Laws. Each of GAL and each other Person within the GAL Group
		is in compliance in all material respects with all Applicable Laws and any
		filing requirements relating thereto.
	 

	 
		Section 4.08. Litigation; Decrees. (a) Other than in the case of subclause (i) as
		may exist with respect to Aircraft Assets which in good faith are believed by
		GAL to be fully covered by insurance, there are no claims, actions, suits,
		arbitrations or other proceedings or investigations (i) pending or, to the
		best knowledge of each of GAL and each other Person within the GAL Group,
		threatened, by or against or affecting GAL or any other Person within the GAL
		Group, which in any case involves a potential loss exceeding $1,000,000 and
		(ii) pending, or to the best knowledge of each of GAL and each other
		Person within the GAL Group, threatened, by or against or affecting GAL or any
		other Person within the GAL Group, related to the transactions contemplated by
		the Operative Agreements.
	 

	 
		(b) Each of GAL and each other Person within
		the GAL Group is in compliance in all material respects with each outstanding
		judgment, order or decree (other than as may exist with respect to the Aircraft
		Assets) of any Governmental Authority or arbitrator applicable to GAL or any
		other Person within the GAL Group, as the case may be, and no such judgment,
		order or decree has or could have a Material Adverse Effect on GAL or any other
		Person within the GAL Group, or on the Servicer.
	 

	 
		Section 4.09. Appointments.
		(a) Each Person within the GAL Group has appointed GAL, and GAL has accepted
		such appointment, to act as representative of each such Person with respect to
		any matter in respect of which GAL or any other Person within the GAL Group is
		required or permitted to take any action pursuant to the terms of this
		Agreement.
	 

	 
		(b) GAL has appointed the Manager to act on
		its behalf and on behalf of each of GAL’s Subsidiaries pursuant to the
		terms of the Management Agreement and GAL has appointed the Manager, on a
		revocable basis, to act on its behalf in connection with any action required or
		permitted to be taken by GAL on its own behalf or on behalf of any other Person
		within the GAL Group pursuant to the terms of this Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
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		The Servicer represents and warrants to GAL
		as follows:
	 

	 
		Section 4.10. Authority. (a)
		The Servicer is a limited liability company duly created under the laws of
		Ireland, and, if relevant, in good standing under the laws of Ireland, and
		possesses all franchises, licenses, permits, authorizations and approvals
		necessary under the laws of Ireland to enable it to use its corporate name and
		to own, lease or otherwise hold its properties and assets and to carry on its
		business as presently conducted and as proposed to be conducted except for such
		franchises, licenses, permits, authorizations and approvals the failure of
		which to obtain could not, individually or in the aggregate, have a Material
		Adverse Effect on the Persons within the GAL Group, taken as a whole, or on the
		Servicer. The Servicer has all requisite power and authority to execute each
		Operative Agreement to which it is or will be a party and to consummate the
		transactions and to perform its obligations contemplated thereby. All corporate
		acts and other proceedings required to be taken by the Servicer to authorize
		the execution, delivery and performance of each Operative Agreement to which it
		is or will be a party and the consummation of the transactions and the
		performance of its obligations contemplated thereby have been or on or before
		the date of entering into the relevant Operative Agreements will have been duly
		and properly taken.
	 

	 
		(b) Each of the Operative Agreements to
		which the Servicer is or will be a party has been or will be duly and validly
		executed and delivered by the Servicer, and each such Operative Agreement is or
		upon such execution and delivery will be a legal, valid and binding obligation
		of the Servicer, enforceable against it in accordance with its terms.
	 

	 
		Section 4.11. No Conflicts.
		Neither the execution and delivery of any Operative Agreement to which the
		Servicer is a party nor the consummation of the transactions contemplated
		thereby nor performance by the Servicer of any of its obligations thereunder
		will (i) violate any provision of the constituent documents of the
		Servicer, (ii) violate any order, writ, injunction, judgment or decree
		applicable to the Servicer or any of its properties or assets,
		(iii) violate in any material respect any Applicable Law or
		(iv) result in any conflict with, breach of or default (or give rise to
		any right of termination, cancellation or acceleration) under, any of the
		terms, conditions or provisions of any note, bond, mortgage, indenture, warrant
		or other similar instrument or any license, permit, material agreement or other
		material obligation to which the Servicer is a party or by which the Servicer
		or any of its properties or assets may be bound. No action, consent or approval
		by, or filing with, any Governmental Authority or any other regulatory or
		self-regulatory body, or any other Person, is required in connection with the
		execution, delivery or performance by the Servicer of the Operative Agreements
		to which it is a party or the consummation by the Servicer of the transactions
		contemplated thereby.
	 

	 
		Section 4.12. Compliance with Applicable Laws of
		Ireland. The Servicer is in compliance
		in all material respects with all Applicable Laws of Ireland and any filing
		requirements in Ireland relating thereto necessary to perform its obligations
		under this Agreement.
	 

	 
		Section 4.13. Litigation; Decrees. (a) There are no claims, actions, suits, arbitrations
		or other proceedings or investigations pending, or to the best knowledge of the
		Servicer, threatened, by or against or affecting the Servicer related to the
		transactions contemplated by this Agreement.
	 

	 
		(b) The Servicer is in compliance in all
		material respects with each judgment, order or decree (other than as may exist
		with respect to the Aircraft Assets) of any Governmental Authority or
		arbitrator applicable to the Servicer, and no such judgment, order or decree
		has or could have a Material Adverse Effect on GAL or any Person within the GAL
		Group, or on the Servicer.
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE V
	 

	 
		Servicer Undertakings
	 

	 
		Section 5.01. Access. The
		Servicer at such times as GAL may reasonably request shall grant, and shall
		cause any Servicer Delegate to grant, to the Persons within the GAL Group and
		their agents (including the Manager and auditors), to the extent party to
		confidentiality agreements acceptable to the Servicer, access to the documents
		and other records generated by the Servicer (and in its possession) as part of
		its performance of the Services (exclusive of internal correspondence, approval
		materials, internal evaluations and similar documents or other records
		developed by the Servicer or any of its Affiliates for their own use) or by a
		Lessee and delivered to the Servicer, and related to the Aircraft Assets
		(copies of which GAL shall (at its expense) be entitled to take), to enable the
		Persons within the GAL Group and Genesis to monitor the performance by the
		Servicer under this Agreement or to otherwise discharge their respective
		obligations under Applicable Law (including applicable securities laws). Upon
		reasonable prior written notice and at reasonable times (in any event not more
		than an aggregate, with respect to the GAL Group, GFL and Genesis taken as a
		whole, of four (4) times per Year), the Servicer shall make one or more (such
		number to be determined by the Servicer in good faith but in its sole
		discretion) members of its management available to attend (including by
		telephone) meetings of the board of directors of GAL. In addition, the Servicer
		will make one or more members of its management available to participate in
		additional meetings of such board of directors either, in the Servicer’s
		sole discretion, by participating in person at the Servicer’s offices or
		by teleconference, at which meeting a representative of the Administrative
		Agent may be present so long as the Administrative Agent is not a Competitor,
		the Administrative Agent is not present at more than one such meeting in any
		one calendar year and a representative of the Manager is present. Any
		out-of-pocket expenses incurred by the Servicer in connection with any such
		attendance shall be reimbursed by GAL.
	 

	 
		Section 5.02. Compliance with Law. The Servicer shall, in connection with the performance
		of the Services, comply in all material respects with all laws, rules and
		regulations applicable to the Servicer.
	 

	 
		Section 5.03. Commingling. The
		Servicer shall not commingle, with its own funds, or the funds of other Persons
		for which it acts as lease servicer or manager, any funds of any Person within
		the GAL Group from time to time in its possession.
	 

	 
		Section 5.04. Restrictions on Exercise of Certain
		Rights. Without limiting the
		Servicer’s rights under the Security Trust Agreement, the Servicer shall
		not take any steps for the purpose of procuring the appointment of an
		administrative receiver or the making of any administrative order or for
		instituting any bankruptcy, reorganization, arrangement, insolvency, winding
		up, liquidation, composition or any similar proceeding under the laws of any
		jurisdiction with respect to any Person within the GAL Group or any of the
		Aircraft Assets.
	 

	 
		Section 5.05. Coordination with GAL Group. The Servicer shall designate an individual who shall
		be an employee of the Servicer and who shall be primarily responsible for
		coordinating with GAL and any other Person within the GAL Group regarding the
		Services, and the Servicer may from time to time change such designation by
		providing written notice to GAL of such change.
	 

	 
		Section 5.06. Corporate Formalities. During the term of this Agreement, the Servicer will
		observe all corporate formalities necessary to remain a legal entity separate
		and distinct from, and independent of, each member of the GAL Group and will
		maintain its assets, liabilities, funds, records, books and accounts separate
		and distinct from those of each member of the GAL Group.
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE VI
	 

	 
		Undertakings of GAL
	 

	 
		Section 6.01. Cooperation. GAL
		shall, and shall cause each other Person within the Genesis Group and their
		respective agents (including the Manager) to, at all times cooperate with the
		Servicer to enable the Servicer to provide the Services, including providing
		the Servicer with all powers of attorney as may be reasonably necessary or
		appropriate for the Servicer to perform the Services.
	 

	 
		Section 6.02. No Representation with Respect to Third
		Parties. GAL agrees that as between the
		Servicer, on the one hand, and each of GAL and the other Persons within the GAL
		Group and Genesis and its Affiliates, on the other hand, no representation is
		made as to the financial condition and affairs of any Lessee of, or purchaser
		of, any Aircraft Asset or any vendor or supplier utilized by or any other
		Person party to a contract with the Servicer or any Person within the GAL Group
		in connection with Servicer’s performance of the Services.
	 

	 
		Section 6.03. Related Document Amendments. GAL shall not take, and shall not permit any other
		Person within the GAL Group or Genesis or any of its Affiliates to take, any
		action that would increase in any respect the scope, nature or level of the
		Services to be provided under this Agreement without the Servicer’s
		express prior written consent, including by entering into, amending, modifying
		or supplementing any Aircraft Assets Related Document (it being understood that
		(i) the Servicer shall have no liability to any Person directly or
		indirectly arising out of, in connection with or related to, the
		Servicer’s failure to perform such increased Service prior to any such
		amendment, modification or supplement being consented to in writing by the
		Servicer and (ii) no Person within the GAL Group or Genesis or any of its
		Affiliates shall be permitted to engage another Person to perform the affected
		Service without the prior written consent of the Servicer).
	 

	 
		Section 6.04. Exclusivity.
		Except as otherwise expressly provided in Sections 2.04(b), 3.02(c) and 10.04
		of this Agreement, GAL shall not, and shall not permit any other Person within
		the GAL Group or any agent of any Person thereof (including the Manager) or
		Genesis or any of its Affiliates to, enter into, or cause or permit any Person
		(other than the Servicer or any Person acting for or on its behalf) to enter
		into on its behalf, (a) any transaction for the lease or sale of any
		Aircraft Asset in respect of which the Servicer is at such time performing
		Services or (b) any agreement for the performance by any Person other than
		the Servicer of some or all of the Services, in the case of (a) and
		(b) without the prior written consent of the Servicer.
	 

	 
		Section 6.05. Communications.
		GAL shall, and shall cause each other Person within the GAL Group and the
		Manager to, forward promptly to the Servicer a copy (or, if such communication
		is oral and from a Lessee in respect of an Aircraft Asset or Aircraft Asset
		purchaser, notify the Servicer by prompt oral or written notice and, if oral
		notice, confirmed in writing upon request) of any written communication
		received from any Person (including any Person under any Aircraft Assets
		Related Document, but excluding a communication received from the Servicer
		itself) in relation to any Aircraft Asset or oral communication received from a
		Lessee in respect of an Aircraft Asset or an Aircraft Asset purchaser in
		relation to any Aircraft Asset.
	 

	 
		Section 6.06. Ratification.
		GAL hereby ratifies and confirms and agrees to ratify and confirm (and shall
		cause each other Person within the GAL Group to do the same) (and shall furnish
		written evidence thereof upon request of the Servicer) whatever the Servicer
		does in accordance with this Agreement in the exercise of any of the powers or
		authorities conferred upon the Servicer under the terms of this
		Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
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		Section 6.07. Additional Aircraft Assets. If any Aircraft Asset shall become a Former Aircraft
		Asset pursuant to the provisions of Section 2.04 and thereafter the
		condition which caused such Former Aircraft Asset to cease to be an Aircraft
		Asset shall no longer exist or the transaction entered into as contemplated by
		Section 2.04(b) shall terminate, then GAL shall, and shall require
		each other Person within the GAL Group, as appropriate, to, cause, as and to
		the extent commercially feasible, such Former Aircraft Asset to become an
		Aircraft Asset and the Servicer shall accept such Aircraft Asset as an Aircraft
		Asset, such action to be confirmed by an exchange of correspondence to such
		effect.
	 

	 
		Section 6.08. Execution, Amendment, Modification or Termination of
		Aircraft Assets Related Documents.
		(a) In connection with the acquisition of any Aircraft (other than any
		Former Aircraft Asset) which becomes an Aircraft Asset, no later than ten
		Business Days prior to such Aircraft becoming an Aircraft Asset, GAL shall
		deliver a written notice thereof to the Servicer setting forth the model type
		and manufacturer’s serial number of such Aircraft and the Person within
		the GAL Group, if applicable, which will become the owner of such Aircraft upon
		its acquisition, together with (x) a true and complete list all documents
		related to such Aircraft which will become Aircraft Assets Related Documents
		upon the acquisition of such Aircraft and (y) a true and complete copy of
		each document which will become an Aircraft Assets Related Document upon the
		acquisition of such Aircraft or, to the extent it has yet to be executed, the
		most current draft of such document (with a final executed copy to be delivered
		as promptly as practicable thereafter). GAL will be deemed to represent and
		warrant to, and agree with, the Servicer on the date such Aircraft becomes an
		Aircraft Asset that (i) the Person within the GAL Group listed as the
		owner of such Aircraft in the written notice provided by GAL will have such
		title to such Aircraft as was conveyed to such Person on its acquisition free
		and clear of all Liens created by or through such Person (other than a
		Permitted Lien), (ii) each Aircraft Assets Related Document related to
		such Aircraft is a legal, valid and binding agreement of the Person within the
		GAL Group that is a party thereto (including by way of assignment or novation)
		and is enforceable against such Person within the GAL Group that is a party
		thereto in accordance with its terms and (iii) no Person within the GAL
		Group has modified, amended or waived any provision of or terminated any
		Aircraft Assets Related Document referred to in such written notice provided by
		GAL except as disclosed therein. The Servicer shall not be required to perform
		any services provided for in or in connection with any Aircraft Assets Related
		Documents not delivered to it, and, to the extent that the failure to provide
		such service results in any Losses to the Servicer, GAL shall indemnify the
		Servicer for such Losses on an After-Tax Basis, in accordance with the
		provisions of Article XI.
	 

	 
		(b) No later than five Business Days after
		the date that (i) any agreement, instrument or other document becomes an
		Aircraft Assets Related Document (other than as contemplated in
		Section 6.08(a)) or (ii) any Aircraft Assets Related Document shall have
		been amended, modified or terminated, GAL shall deliver written notice thereof
		to the Servicer together with (x) in the case of any newly executed
		Aircraft Assets Related Document, a true and complete copy of such Aircraft
		Assets Related Document, a list of all Aircraft Assets to which it relates and
		a description, in reasonable detail, of the relevance of such Aircraft Assets
		Related Document to such assets or (y) in the case of any amendment,
		modification or termination, a true and complete copy of any related agreement,
		instrument or other document; provided,
		however, that such notice or such document shall not be
		required to be delivered if the Servicer was substantially involved in the
		preparation and execution of such new, amended, modified or terminated
		agreement, instrument or other document, and, provided, further, that it shall be delivered if the Servicer does not
		have possession of such notice or document, delivery is so requested by the
		Servicer and GAL has possession of such notice or document.
	 

	 
		Section 6.09. Access to GAL Group Information. At all such times as the Servicer may reasonably
		request, GAL shall cause each Person within the GAL Group and the Manager to
		grant access to the Servicer and its agents to the books of account, documents
		and other records of such Person (including “read only” and reporting
		access to the management information systems used by such 
	 

	 
		 
	 

	 
		 
	 

	 
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		Persons), and to officers, directors (or
		trustees, as applicable) and employees of each Person within the GAL Group,
		Genesis or any such agent for the purposes of the Servicer’s performance
		of its obligations in respect of Aircraft Assets under this Agreement;
		provided, however, that
		Genesis and its Affiliates that are not Persons within the GAL Group shall have
		no obligation to provide information that does not relate to an Aircraft Asset
		and is confidential or proprietary. GAL will provide the Servicer with copies
		of the minutes of the board of directors of GAL and any written materials
		presented to the board by any Person, including the Manager.
	 

	 
		Section 6.10. GAL Group Accounts and Cash Arrangements. (a) GAL shall not, and shall not permit any other
		Person within the GAL Group or any agent thereof to, establish any new bank or
		similar account relating to the Aircraft Assets or close any bank or similar
		account relating to the Aircraft Assets other than in accordance with the terms
		of the Credit Agreement and the Security Trust Agreement.
	 

	 
		(b) No Person within the GAL Group shall
		modify any arrangement with respect to any bank or similar account or the flow
		of cash in connection with the Aircraft Assets other than in accordance with
		the terms of the Credit Agreement and the Security Trust Agreement.
	 

	 
		Section 6.11. [Intentionally Left Blank].
		
	 

	 
		Section 6.12. Further Assurances. GAL agrees and shall cause each other Person within
		the GAL Group and their respective agents (including the Manager) to agree,
		that, at any time and from time to time, upon the written request of the
		Servicer, it will execute and deliver such further documents and do such
		further acts and things, after a reasonable period for review thereof, as the
		Servicer may reasonably request in order to effect the purposes of this
		Agreement.
	 

	 
		Section 6.13. Guarantees. GAL
		represents, warrants and agrees that it has full power and authority to bind
		each of Persons within the GAL Group to this Agreement and that each of such
		Persons is bound by this Agreement and will perform its obligations hereunder.
		In furtherance of the foregoing, but not in limitation thereof, GAL agrees that
		it shall cause each other Person within the GAL Group with respect to which the
		Servicer so requests to execute and deliver an accession agreement, in form or
		substance reasonably acceptable to the parties hereto, pursuant to which such
		Person within the GAL Group becomes a party hereto or to execute and deliver a
		GAL Group Guarantee in favor of the Servicer in the form attached hereto as
		Appendix B.
	 

	 
		Section 6.14. Transfers of Funds. GAL agrees and shall cause each other Person within
		the GAL Group and their respective agents (including the Manager), to cooperate
		with the Servicer to the extent necessary to cause funds to be transferred into
		or out of the various Bank Accounts in order for the various payments from
		Lessees to be applied, or to Lessees to be made, on a basis consistent with the
		instructions of such Lessees, subject in each case to the terms of the Leases
		and the rights and obligations of the lessors thereunder.
	 

	 
		Section 6.15. Transfer of GAL; Directors GAL shall not, and shall not permit any Person to, (a)
		transfer any interest in GAL or any of its other Subsidiaries, to any Person
		that is a Competitor or that does not agree in a manner reasonably acceptable
		to the Servicer to be bound by the provisions of this Agreement applicable
		thereto or (b) take any action, including the voting of shares, or fail to take
		any action, so as to cause or permit a Representative of a Competitor to be a
		Representative of any Person in the GAL Group. GAL further agrees to cause each
		Person in the GAL Group including GAL, to effect corporate governance
		procedures that provide that on the occurrence of Competitor Control with
		respect to Genesis, the board of directors, members, trustees or other similar
		Persons, and not Genesis or any other Person in the Genesis Group, shall
		maintain the persons representing Genesis prior to such Competitor Control in
		such position until he or she needs to be replaced and shall elect as
		any
	 

	 
		 
	 

	 
		 
	 

	 
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		replacement thereof a person selected by any
		such board of directors, members, trustees or other similar Persons (which
		replacement shall not be a Competitor). Without limiting any other right or
		remedy of the Servicer for breach of the foregoing provisions of this Section
		6.15 or of any other provision hereof, GAL agrees that the Servicer cannot be
		adequately compensated by damages for a breach of the provisions of this
		Section 6.15 and that the Servicer shall be entitled to a court order of
		specific performance requiring GAL to comply with each and every provision in
		this Section 6.15 and/or an injunction prohibiting GAL from violating any
		provision of this Section 6.15, as the case may be, in addition to any and all
		other remedies, at law or in equity, to which Servicer may be entitled in
		connection with a breach of any provision of this Section.
	 

	 
		ARTICLE VII
	 

	 
		GAL Group Responsibility
	 

	 
		Section 7.01. GAL Group Responsibility. Notwithstanding the appointment of the Servicer to
		perform the Services and the related delegation of authority and responsibility
		to the Servicer pursuant to this Agreement, each of GAL and each other Person
		within the GAL Group shall continue to have and exercise through its board of
		directors or trustees, as the case may be, as applicable, real and effective
		central control and management of all matters related to its ongoing business,
		operations, assets and liabilities, subject to matters that are expressly the
		responsibility of the Servicer in accordance with the terms of this Agreement,
		and each of GAL and each other Person within the GAL Group shall at all times
		conduct its separate ongoing business in such a manner that the same shall at
		all times be readily identifiable from the separate business of the Servicer.
		Matters with respect to which responsibility is not being delegated to the
		Servicer shall include but are not limited to the matters set forth in
		Schedule 7.01. Without limiting the generality of the foregoing, each of
		GAL and each other Person within the GAL Group expressly covenants and agrees
		as follows:
	 

	 
		(a) it will observe all corporate
		formalities necessary to remain a legal entity separate and distinct from, and
		independent of, the Servicer, and any of its Affiliates;
	 

	 
		(b) it will maintain its assets and
		liabilities separate and distinct from those of the Servicer;
	 

	 
		(c) it will maintain records, books,
		accounts, and minutes separate from those of the Servicer;
	 

	 
		(d) it will pay its obligations in the
		ordinary course of business as a legal entity separate from the
		Servicer;
	 

	 
		(e) it will keep its funds separate and
		distinct from any funds of the Servicer, and it will receive, deposit, withdraw
		and disburse such funds separately from any funds of the Servicer;
	 

	 
		(f) it will conduct its business in its own
		name, and not in the name of the Servicer;
	 

	 
		(g) it will not agree to pay or become
		liable for any debt of the Servicer, other than to make payments in the form of
		indemnity as required by the express terms of this Agreement;
	 

	 
		(h) it will not hold out that it is a
		division of the Servicer, or that the Servicer is a division of it;
	 

	 
		 
	 

	 
		 
	 

	 
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		(i) it will not induce any third party to
		rely on the creditworthiness of the Servicer in order that such third party
		will be induced to contract with it;
	 

	 
		(j) it will not enter into any transactions
		between it and the Servicer that are more favorable to either party than
		transactions that the parties would have been able to enter into at such time
		on an arm’s-length basis with a non-affiliated third party, other than any
		agreements in effect on the date hereof (it being understood that the parties
		hereto do not intend by this covenant to ratify any self-dealing
		transactions);
	 

	 
		(k) it will observe all corporate or other
		procedures required under Applicable Law and under its constitutive documents;
		and
	 

	 
		(l) it will observe all corporate
		formalities necessary to keep its business separate and readily identifiable
		from, and independent of, each other Person within the GAL Group, including
		keeping the funds, assets and liabilities of each such Person separate and
		distinct from those of each other Person within the GAL Group and by
		maintaining separate records, books, accounts and minutes for each Person
		within the GAL Group.
	 

	 
		Section 7.02. Performance with Respect to Aircraft
		Assets. GAL has directed the Servicer
		to, and the Servicer will, perform the Services in a manner that is intended to
		be consistent with maximizing the cash flows derived from the leases relating
		to the Aircraft Assets over time, subject to the constraints imposed by the
		Credit Agreement and this Agreement and by seeking to achieve a balanced and
		diversified portfolio (including with respect to lessees, geography and lease
		term lengths), in all cases taking into account the then-existing and
		anticipated market conditions affecting the operating lease of used aircraft
		and the commercial aviation industry generally. GAL understands and
		acknowledges the inherent uncertainty in determining market conditions at any
		point in time as well as the inherent limitations in anticipating market
		conditions from time to time. It is expressly understood that this
		Section 7.02 does not impose any higher or different standard of care or
		liability than is set forth in Article III.
	 

	 
		Section 7.03. Lease Operating Budget; Aircraft Asset Expenses
		Budget. (a) GAL shall adopt with
		respect to each year during the term of this Agreement, in accordance with
		Sections 7.03(b), (c) and (d), (i) a single lease operating budget with
		respect to all Aircraft Assets (the “Lease Operating Budget”) and (ii) a single budget with respect to
		the Aircraft Asset expenses related to all Aircraft Assets (the
		“Aircraft Asset Expenses
		Budget”).
	 

	 
		(b) In respect of each Year during the term
		of this Agreement, it is understood that the Manager shall prepare on behalf of
		the GAL Group, and not later than the October 31 immediately preceding the
		commencement of such Year deliver to the Servicer (other than with respect to
		the fiscal year commencing January 1, 2007, if applicable), a proposed Lease
		Operating Budget and a proposed Aircraft Asset Expenses Budget for such Year
		together with reasonably detailed information regarding the assumptions
		underlying such proposed budgets.
	 

	 
		(c) In connection with the preparation of
		such proposed Lease Operating Budget and Aircraft Asset Expenses Budget, the
		Servicer shall provide the Manager, not later than the September 30 immediately
		preceding the commencement of such Year (other than with respect to the fiscal
		year commencing with the acquisition of the initial Aircraft Assets),
		information in a form to be agreed from time to time relating to
		(i) Aircraft Assets lease rates, Utilization Rent, Aircraft redelivery
		payments, and Deposits (including interest, if any, thereon),
		(ii) Aircraft Assets downtime, (iii) direct technical expenditures
		(including any costs to be capitalized) relating to the Aircraft Assets,
		(iv) indirect costs relating to insurance, legal, consulting and other
		similar expenses and (v) such other Aircraft Assets 
	 

	 
		 
	 

	 
		 
	 

	 
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		expense related information as may be
		reasonably required to prepare such budgets, in each case including the
		assumptions relating thereto. The Servicer shall only be obligated to provide
		expense-related information to the Manager pursuant to this
		Section 7.03(c) to the extent that such information relates to the
		Services performed by the Servicer hereunder. GAL shall ensure that the Manager
		is instructed to prepare each such proposed Lease Operating Budget and proposed
		Aircraft Asset Expenses Budget on a timely basis and that the Manager
		cooperates therewith.
	 

	 
		(d) After the delivery of such proposed
		Lease Operating Budget and Aircraft Asset Expenses Budget as described in
		Sections 7.03(b) and (c), the Servicer and the Manager shall review and discuss
		such proposed Lease Operating Budget and Aircraft Asset Expenses Budget and
		shall make such adjustments thereto as they shall deem appropriate, and the
		revised proposed Lease Operating Budget and proposed Aircraft Asset Expenses
		Budget in respect of any Year shall then be submitted no later than the
		December 1 preceding such Year to GAL for its consideration and approval (other
		than with respect to the fiscal year commencing with the acquisition of the
		initial Aircraft Assets). The approved Lease Operating Budget and Aircraft
		Asset Expenses Budget for any Year, as each may be amended or modified from
		time to time, shall hereinafter be referred to as the “Approved Budget”. Each Approved Budget shall be consistent with,
		and not in any manner reduce, limit or circumscribe, the delegation to the
		Servicer pursuant to this Agreement (including pursuant to Section 7.04)
		of a practical and workable level of autonomy, authority and responsibility
		with respect to the performance of the Services.
	 

	 
		(e) If GAL does not adopt any Approved
		Budget for any Year as contemplated by Section 7.03(d) or if, after an
		Approved Budget is adopted, GAL shall determine that any Changed Circumstances
		have occurred and are continuing, then GAL shall instruct the Servicer and the
		Manager, on behalf of the GAL Group, to review and, to the extent possible,
		revise the Lease Operating Budget and Aircraft Asset Expenses Budget in such a
		manner as to adequately address the concerns of GAL and/or such Changed
		Circumstances (it being understood that, subject to the last sentence of
		Section 7.03(d), GAL may instruct the Servicer not to proceed with a Lease
		Operating Budget and an Aircraft Asset Expenses Budget approved by GAL if GAL
		determines that any proposed revisions do not adequately address the concerns
		of GAL and/or such Changed Circumstances).
	 

	 
		(f) Notwithstanding any other provision
		hereof, the Servicer shall have no liability for the failure of the Approved
		Budget for any Year to be achieved.
	 

	 
		Section 7.04. Transaction Approval Requirements. (a) The Servicer shall not do any of the
		following without the express prior written approval of GAL:
	 

	 
		(i) Except as otherwise required in
		accordance with the terms of any Lease or any Aircraft asset acquisition
		agreement, sell (or enter into any agreement to sell) or otherwise dispose of
		any Aircraft Asset (excluding any sale or exchange of any Engine, parts or
		components thereof or aircraft or engine spare parts or ancillary equipment or
		devices furnished therewith) forming part of the Aircraft Assets;
		provided, however, that
		the Servicer may transfer title or another interest in an Aircraft Asset, or
		cause it to be subject to a lease, (x) to or in favor of a trust or an
		entity that is not a Person in the GAL Group for the purpose of registering the
		Aircraft under the laws of an applicable jurisdiction or for tax or other
		regulatory purposes so long as a Person within the GAL Group retains the
		beneficial or economic ownership of the Aircraft (provided that without the
		consent of GAL at any one time not more than three (3) Aircraft Assets may be
		subject to the arrangements described in this clause or to arrangements in
		which Persons that are within the GAL Group hold equity interests in a GAL
		Group member to the extent they cause title to more than such number of
		Aircraft to be held by Persons that are not Persons in the GAL Group),
		(y) from such trust or entity to a Person within the GAL Group or
		(z) within or 
	 

	 
		 
	 

	 
		 
	 

	 
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		among GAL and its Subsidiaries without
		limitation, or in any case as required in accordance with the terms of any
		Lease in effect on the date of acquisition thereof.
	 

	 
		(ii) Enter into any new Lease (or any
		renewal or extension of an existing Lease, unless any such Lease being renewed
		or extended had previously been approved pursuant to this Section 7.04(a)
		or if any such Lease contains an extension option and such option is being
		exercised in accordance with the terms of such Lease) of Aircraft Assets if the
		Lease shall not comply with all the applicable provisions of Section 9.9(a) of
		the Credit Agreement applicable to the leasing of such Aircraft Assets as set
		forth in Section 2.1 of Schedule 2.02(a) or if the Lease grants a
		purchase option in favor of the Lessee (it being agreed that a right of first
		refusal or right of first offer is not a purchase option for purposes
		hereof).
	 

	 
		(iii) Terminate any Lease or Leases to any
		single Lessee with respect to any Aircraft Assets then having an aggregate
		depreciated net book value on the books of the applicable Person(s) within the
		GAL Group in excess of $100,000,000 unless such Lease or Leases is substituted
		or replaced by another substantially similar Lease or Leases with respect to
		such Aircraft Assets.
	 

	 
		(iv) Unless provided for in the then current
		Approved Budget (including the provisions of Section 7.03(e)), enter into
		any contract to make any capital expenditure for the purpose of effecting any
		optional improvement or modification of any Aircraft Asset, including any
		optional conversion thereof from passenger to a freighter or mixed use
		aircraft, except for capital expenditures made in the ordinary course of
		business in connection with the sale or lease of an Aircraft Asset, or enter
		into any contract for maintenance of any Aircraft Asset if the costs to be
		incurred thereunder by the applicable Person within the GAL Group exceed the
		greater of (1) the estimated aggregate cost of the heaviest or most
		extensive maintenance check for the airframe and a total refurbishment and full
		restoration shop visit of the engines for Aircraft Assets of the type in
		question, in each case based on then prevailing industry rates in the United
		States or Europe, and (2) the amount of the available utilization rent or
		other payments or other collateral under the applicable Lease.
	 

	 
		(v) Issue any Guarantee on behalf of, or
		otherwise pledge the credit of (other than with respect to trade payables in
		the ordinary course of the GAL Group’s business), any Person within the
		GAL Group, except for guarantees by GAL or any other Person within the GAL
		Group of the obligations of any other Person within the GAL Group (including in
		connection with a Lease or the sale of an Aircraft Asset), and, so long as the
		out-of-pocket cash payment or cash collateral deposit in respect thereof does
		not exceed $3,000,000 in any individual case (and not in the aggregate), any
		Lien or indebtedness created in favor of the issuer of a surety bond, letter of
		credit or similar instrument to be obtained by or for the benefit of any Person
		within the GAL Group in connection with the detention or repossession of an
		Aircraft Asset or enforcement action under a Lease or removal of a Lien.

	 

	 
		(vi) Except as specifically contemplated by
		Schedule 2.02(a), on behalf of any Person within the GAL Group, enter
		into, amend or grant a waiver with respect to, any transaction with GE Capital
		or any of its Affiliates (including GE and its Affiliates), including for the
		acquisition, sale or lease of any Aircraft Assets from or to, or the obtaining
		or provision of services by, any such Person (except for the acquisition, sale,
		exchange or lease of or services in respect of any Engine, parts or components
		thereof or aircraft or engine spare parts, components or ancillary equipment or
		devices furnished therewith).
	 

	 
		 
	 

	 
		 
	 

	 
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		(vii) Incur on behalf of any Person within
		the GAL Group any liability (actual or contingent) or cause any such liability
		to be incurred, except for a liability (A) contemplated in the then
		current Approved Budget, (B) arising out of, in connection with or related
		to a transaction of a type which is otherwise subject to approval under this
		Section 7.04 and is in fact so approved or, due to the existence of an
		exception, limitation or other carve out contained therein or in any definition
		therein, is not subject to approval under the relevant provision of this
		Section 7.04, (C) incurred in the ordinary course of the GAL
		Group’s business, including, but not limited to, liabilities related to
		such matters specified in Schedule 7.04 so long as no individual (and not
		aggregate) net out-of-pocket cash expenditure exceeds $3,000,000, or
		(D) incurred pursuant to a Lease or sale of an Aircraft Asset, in entering
		into the Lease or sale contract or performing any obligations as lessor or
		seller thereunder; provided,
		however, that the exception contained in clause (C) above
		is not intended to override any other restriction contained in this Agreement
		(other than this clause (vii)) relating to the incurrence of any liability
		referred to in such clause (C).
	 

	 
		(viii) Enter into on behalf of GAL or any
		Person within the GAL Group, any order or commitment to acquire, or acquire on
		behalf of the GAL Group, aircraft or, except as otherwise provided in
		Section 4(e) of Schedule 2.02(a), so long as no individual (and not
		aggregate) net (after credit for any exchanges, replacement or similar items)
		out-of-pocket cash purchase price exceeds $3,000,000, aircraft engines, except
		in the case of aircraft engines (A) in accordance with any Lease or for
		the benefit of a Lessee pursuant to a Lease or (B) to acquire a
		replacement engine for an Aircraft so long as the same is provided for in the
		then current Approved Budget;
	 

	 
		provided, however, that,
		before the Servicer shall effect (or cause to be effected) any optional
		improvement or modification of any Aircraft Asset not permitted pursuant to any
		of the foregoing clauses (i) through (viii), or effect any optional
		conversion of any Aircraft Asset from a passenger aircraft to a freighter or
		mixed-use aircraft that is not expressly provided for in the Approval Budget or
		purchase or otherwise acquire any Engines or parts not permitted pursuant to
		any of the foregoing clauses (i) through (viii), the Servicer shall
		request that GAL deliver to the Servicer a certificate certifying that such
		action will not violate Section 9.23 of the Credit Agreement, such certificate
		to be delivered to the Servicer within seven Business Days after such request
		therefor, and the Servicer shall not undertake such action pending receipt of
		such certificate.
	 

	 
		(b) Any transaction entered into by the
		Servicer on behalf of any Person within the GAL Group (other than with other
		Persons within the GAL Group), including with GE or any of its Affiliates,
		shall be on an arm’s-length basis and on fair market value terms, unless
		otherwise agreed by the Board of Directors of GAL on behalf of any such Person
		within the GAL Group.
	 

	 
		(c) The transaction approval requirements
		(the “Transaction Approval
		Requirements”) set forth in this
		Section 7.04 may only be amended by mutual agreement of the parties, and
		shall not in any event be amended to reduce, or circumscribe the delegation to
		the Servicer of, the level of autonomy, authority and responsibility
		contemplated by the Transaction Approval Requirements with respect to the
		performance of the Services. Any rejection by GAL of any proposed transaction
		submitted to it by the Servicer pursuant to the Transaction Approval
		Requirements shall only be applicable to such portions of any such proposed
		transaction as are specifically required to be approved as set forth in
		Section 7.04(a).
	 

	 
		(d) GAL shall provide the Servicer with a
		response confirming its approval or rejection of any proposed transaction
		submitted to it by the Servicer as promptly as practicable following its
		receipt of a proposal from the Servicer and in any event not more than three
		Business Days after 
	 

	 
		 
	 

	 
		 
	 

	 
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		receipt of such a proposal. In the event
		that the board of directors of GAL, a duly authorized committee thereof or the
		Manager fails to approve of any transaction with respect to which an approval
		is required pursuant to the Transaction Approval Requirements and in respect of
		which the Servicer has submitted a reasonably detailed written proposal, GAL
		shall provide a reasonably detailed written explanation for any such rejection
		to the Servicer simultaneously with notifying the Servicer of such rejection.
		The Servicer is not required to take any action with respect to any transaction
		for which approval was sought pending receipt of such explanation.
	 

	 
		Section 7.05. Approved Budgets and Transaction Approval
		Requirements. Except as set forth in
		Section 7.04(a), no transaction entered into by the Servicer on behalf of
		any Person within the GAL Group in connection with the performance by the
		Servicer of the Services shall require the approval of any Person within the
		GAL Group or its board of directors or trustees, as applicable, or any
		committees thereof, or the Manager; provided,
		however, that nothing set forth in this Article VII shall
		prohibit the Servicer from seeking any approval or direction from GAL with
		respect to any matter related to the Services or the Aircraft Assets to the
		extent that the Servicer believes to be appropriate and, pending the
		Servicer’s receipt of any such approval or direction, the Servicer may
		refrain from taking any action with respect to the matter for which the
		Servicer has sought approval or direction.
	 

	 
		ARTICLE VIII
	 

	 
		Effectiveness
	 

	 
		Section 8.01. Effectiveness.
		The effectiveness of this Agreement and all obligations of the parties
		hereunder shall be conditioned upon satisfaction (or waiver by the appropriate
		party) of the conditions set forth in Schedule 8.01.
	 

	 
		ARTICLE IX
	 

	 
		Servicing Fees; Expenses;
		Taxes;
	 

	 
		Priority of Servicing Fees
	 

	 
		Section 9.01. Servicing Fees.
		(a) In consideration of the Servicer’s performance of the Services,
		GAL agrees to pay to the Servicer servicing fees consisting of (i) the
		monthly base fee set forth in Section 9.02 (“Monthly Base Fee”), (ii) the rent fees set forth in
		Section 9.03 (“Rent
		Fees”), and (iii) the sales
		fee set forth in Section 9.04 (“Sales Fee”).
	 

	 
		(b) GAL agrees to provide the Servicer (with
		a copy to the Manager) with any information in a timely manner that the
		Servicer may reasonably request to enable the Servicer to determine the timing
		and amount of any payment that the Servicer is entitled to receive pursuant to
		this Agreement.
	 

	 
		Section 9.02. Monthly Base Fee. A Monthly Base Fee equal to 0.01% of the purchase
		price of each Aircraft Asset, as of the date it becomes a Aircraft Asset, shall
		be payable by GAL to the Servicer in arrears on each Payment Date during the
		Term of this Agreement on which such Aircraft Asset is subject hereto.
	 

	 
		Section 9.03. Rent Fees.
		(a) Rent Fees shall consist of the Rent Payable Fee and the Rent Collected
		Fee. The Rent Fees shall be calculated by the Servicer and payable by GAL as
		follows:
	 

	 
		(i) A Rent Payable Fee shall be payable by
		GAL to the Servicer in arrears for each period commencing on the date of the
		acquisition of the first Aircraft Asset (or, 
	 

	 
		 
	 

	 
		 
	 

	 
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		thereafter, the Business day after the most
		recent Calculation Date) and ending on the next succeeding Calculation Date
		during the term of this Agreement on which there are any Aircraft Assets
		subject hereto (each such period, a “Fee Period”), such payment to be made no later than the
		Payment Date immediately following the end of each such Fee Period.
	 

	 
		The “Rent Payable Fee” in respect of any Fee Period shall equal one
		percent (1.00%) of the aggregate amount of the Rents due from each Lessee in
		respect of Aircraft Assets attributable to such Fee Period so long as such
		Aircraft Asset remains subject to this Agreement, or portion of such Fee Period
		in which the relevant Aircraft constitutes a Aircraft Asset; provided,
		however, that, in the event of an early termination of a Lease
		relating to any Aircraft Asset for any reason (other than by reason of the
		occurrence of an event of loss or exercise of a purchase option), the Rents
		which would have been payable pursuant to such Lease but for such early
		termination will be included in this calculation of the Rent Payable Fee until
		the earlier of (a) the date on which Rents shall become payable in respect
		of such Aircraft Asset pursuant to another Lease (the Rents of which shall be
		included in this calculation of the Rent Payable Fee) and (b) the day that
		numerically corresponds to the first date by which such Aircraft Asset and
		related Aircraft Documents shall have been physically repossessed by the
		Servicer following such early termination in (or, if no such day exists, the
		last day of) the calendar month that is the third month after the month in
		which such date occurs.
	 

	 
		(ii) A Rent Collected Fee shall be payable
		by GAL to the Servicer in arrears for each Fee Period, such payment to be made
		no later than the Payment Date immediately following the end of each such Fee
		Period.
	 

	 
		The “Rent Collected Fee” in respect of any Fee Period shall equal one
		percent (1.00%) of the aggregate amount of the Rents actually paid by each
		Lessee in respect of Aircraft Assets so long as such Aircraft Asset remains
		subject to this Agreement and, if any Lessee fails to pay any Rent when due,
		amounts applied towards such payment during such Fee Period or portion of such
		Fee Period in which the relevant Aircraft constitutes an Aircraft Asset so long
		as such Aircraft Asset remains subject to this Agreement; provided, however, that if
		any collateral security, including any security deposit, is applied to the
		payment of Rent, then, for purposes of calculating the Rent Collected Fee, the
		amounts so applied shall not be included as Rent at the time of such
		application but shall be so included at such time as any Person within the GAL
		Group shall receive substitute collateral security or a payment (whether in the
		form of Rent or otherwise) which restores, in whole or in part, such collateral
		security.
	 

	 
		(b) Not less than two Business Days prior to
		each Payment Date immediately following the end of each Fee Period, the
		Servicer shall deliver a written notice to GAL specifying the amount of the
		Rent Payable Fee and the amount of the Rent Collected Fee payable in respect of
		such Fee Period.
	 

	 
		Section 9.04. Sales Fee.
		(a) A Sales Fee shall be payable with respect to each Fee Period by GAL to
		the Servicer, such payment to be made not later than the Payment Date
		immediately following the end of each such Fee Period.
	 

	 
		(b) The “Sales Fee”
		in respect of any Fee Period shall equal one and one-half percent (1.50%) of
		the Aggregate Gross Proceeds in respect of Dispositions of Aircraft Assets
		during such Fee Period. “Aggregate
		Gross Proceeds” for any Fee Period
		means the sum of the Gross Proceeds for each Disposition of an Aircraft Asset
		that is an Aircraft Asset during such Fee Period. “Disposition” means, with respect to any Aircraft Asset, the
		sale (including pursuant to the exercise of a purchase option), total loss or
		other event or circumstances under which such Aircraft Asset ceases to be an
		Aircraft Asset. “Gross
		Proceeds” shall be an amount equal
		to the gross proceeds (including the fair market value of any non-cash
		consideration, but excluding any cash added to the purchase price of the
		applicable Aircraft 
	 

	 
		 
	 

	 
		 
	 

	 
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		Asset in respect of any Utilization Rent or
		Deposit) received by any Person within the GAL Group in respect of any
		Disposition of an Aircraft Asset.
	 

	 
		(c) Not less than two Business Days prior to
		each Payment Date immediately following the end of each Fee Period, the
		Servicer shall deliver a written notice to GAL specifying the amount of the
		Sales Fee payable in respect of such Fee Period.
	 

	 
		Section 9.05. Fees in Bankruptcy. In the event that this Agreement is not terminated due
		to an event described in Section 10.02(a)(i)(D) or (E), the fees payable
		to the Servicer after the occurrence and during the continuance of such an
		event shall be 120% of the fees otherwise payable under Sections 9.02,
		9.03 and 9.04 above.
	 

	 
		Section 9.06. Expenses.
		(a) The Servicer shall be responsible for, and shall not be entitled to
		reimbursement for, the Servicer’s overhead expenses set forth in
		Schedule 9.06(a) (“Overhead
		Expenses”).
	 

	 
		(b) (i) GAL shall be responsible for
		all costs and expenses relating to or associated with the Aircraft Assets other
		than Overhead Expenses, including those costs and expenses set forth in
		Schedule 9.06(b), but excluding any cost or expense specifically
		prohibited to be incurred by the Servicer under Section 7.04(a)(iv), (vi),
		(vii) or (viii) without the approval of GAL unless such approval is obtained
		(“Aircraft Asset
		Expenses”). Nothing contained in
		this Section 9.06 shall be deemed to impose on the Servicer any obligation
		to advance any of its own funds for any Aircraft Asset Expenses.
	 

	 
		(ii) If, in connection with the performance
		of Services, and without limiting the GAL Group’s liability to pay for any
		goods and services as and when invoiced by the Servicer that are not required
		to be so paid in advance by the Servicer, the Servicer, on behalf of any Person
		within the GAL Group, proposes to provide goods and services, or arrange for
		the provision of goods or services, from any vendor, supplier, service provider
		or other Person (A) for a purchase price in excess of U.S. $1,000,000 (or the
		equivalent thereof in the currency in which such obligation is payable) or
		(B) at any time when a default in respect of the payment of any amount due
		under this Agreement shall have occurred and be continuing, the Servicer may
		require GAL to pay for such goods or services in advance or otherwise make the
		funds for payment of such goods or services available to the satisfaction of
		the Servicer. If such advance payment is not made or such funds are not
		otherwise made available, notwithstanding any other provision in this
		Agreement, the Servicer shall be relieved of its obligation to provide or
		arrange for the provision of such goods or services in respect of the Aircraft
		Assets for which such goods or services were to be provided but shall otherwise
		continue to manage such Aircraft Assets as provided in this Agreement and shall
		continue to be entitled to receive the fees specified in Sections 9.01, 9.02,
		9.03 and 9.04 in respect of such Aircraft Assets. In such case, GAL may provide
		or arrange for the provision of such goods or services in respect of such
		Aircraft Assets.
	 

	 
		Section 9.07. Taxes.
		(a) GAL agrees to pay on an After-Tax Basis and to indemnify and hold
		harmless the Indemnified Parties on an After-Tax Basis from and against
		(i) all liability for Taxes of or imposed on the Taxpayers that are
		imposed on, or asserted to be payable by, any Indemnified Party as a result of
		the structuring and implementation of any aspect of the various transactions
		contemplated by the Credit Agreement, this Agreement or otherwise, regardless
		of whether such Taxes are attributable to a taxable period ending before, on or
		after the Closing Date, other than any such Taxes imposed on or payable by a
		Taxpayer in its capacity as a withholding agent in respect of amounts payable
		pursuant to this Agreement to an Indemnified Party and any Taxes imposed on or
		payable by a Taxpayer that, prior to the Closing Date, was an Affiliate of the
		Servicer to the extent attributable to the period on or prior to the Closing
		Date, and (ii) any liability for out-of-pocket fees, costs and expenses
		(including reasonable attorneys’ fees) arising out of or incident to any
		Tax indemnified hereunder. If any Taxes for which GAL
	 

	 
		 
	 

	 
		 
	 

	 
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		is to indemnify any Indemnified Party
		pursuant to the immediately preceding sentence are payable after the Closing
		Date, GAL shall pay or cause to be paid to such Indemnified Party an amount
		calculated on an After-Tax Basis equal to the amount of such Taxes no later
		than the later of (x) five Business Days after such Indemnified Party
		gives notice to GAL that such amount is due and specifying the date such Taxes
		are due and payable (the “Due
		Date”) and (y) one Business
		Day before the Due Date. Amounts described in clause (ii) shall be
		reimbursed on an After-Tax Basis not less frequently than quarterly. Any
		payment required to be made hereunder and not made at the time specified in the
		preceding two sentences shall bear interest at the Stipulated Interest Rate or
		such higher rate actually payable by such Indemnified Party on the delayed
		payment of the Taxes being indemnified, calculated from the date such payment
		was required to be made hereunder to the date such payment is actually received
		by the Indemnified Party.
	 

	 
		(b) All amounts payable by or on behalf of
		GAL pursuant to this Agreement shall be payable exclusive of any applicable
		value added tax, which value added tax, if payable, shall also be payable, upon
		production of a valid value added tax invoice by the Servicer. All amounts
		payable to GAL by an Indemnified Party pursuant to this Agreement shall be
		inclusive of value added tax save to the extent such Indemnified Party is
		entitled to recover (by way of repayment, credit or set off) the whole or any
		part of such value added tax. Where it is so entitled, at the request of GAL,
		value added tax shall be payable in addition thereto on production of a valid
		value added tax invoice but payment of the value added tax element shall not
		fall due until the latest possible date before the date on which such
		Indemnified Party shall receive such repayment, credit or set off (and such
		Indemnified Party shall be obligated to use reasonable endeavors (taking into
		account its overall tax position) to obtain such repayment, credit or set off
		as soon as possible); provided,
		however, that, to the extent such payment of the value added
		tax element shall fall due prior to such date of receipt pursuant to Applicable
		Law, GAL shall compensate such Indemnified Party at the Prime Rate for any
		resulting loss of the time value of funds. The Servicer shall act on GAL’s
		behalf in processing any refund of value added tax and the Servicer and GAL
		shall cooperate in good faith to file an application for relief from value
		added taxes on VAT form 60A as soon as practicable after the date of this
		Agreement.
	 

	 
		(c) GAL shall pay and indemnify and hold the
		Indemnified Parties harmless, on an After-Tax Basis, from all Taxes imposed,
		levied or assessed against or upon the Person in the GAL Group or any
		Indemnified Parties by any Governmental Authority upon or with respect to any
		of the Operative Agreements or any payment pursuant thereto or resulting from
		the matters or activities described therein, other than (except to the extent
		required to make any payment on an After-Tax Basis) (i) payroll, social
		security and employment Taxes of such Indemnified Party and any Taxes that are
		based on or measured by the net income, net receipts, net profits, net worth,
		franchise or conduct of business of such Indemnified Party, (ii) any Taxes
		payable by such Indemnified Party pursuant to the controlled foreign
		corporation provisions or the passive foreign investment company provisions of
		the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or
		any successor provision, (iii) any Taxes payable by an Indemnified Party
		(other than stamp, documentary or other similar taxes), which Taxes are imposed
		by Ireland or the United States of America or any political subdivision of
		either, or any other jurisdiction, to the extent such Taxes would not have been
		imposed but for any connection of the Indemnified Party or any Affiliate
		thereof with the jurisdiction imposing such Taxes (other than any such
		connection that results from activities of such Indemnified Party or any
		Affiliate which activities are located in such jurisdiction by reason of the
		location of (x) a specific lessee or sublessee of any Person within the
		GAL Group, (y) an Aircraft or any part thereof or (z) any other
		Person (other than any Indemnified Party) with whom any Person within the GAL
		Group may be engaging, or contemplating engaging, in a commercial
		relationship), (iv) Taxes attributable to events or conditions arising
		after the termination or expiration of this Agreement and (v) Taxes
		imposed as a result of the gross negligence or willful misconduct of any
		Indemnified Party. All Taxes with respect to which GAL has an indemnification
		responsibility under this Section 9.07 shall be paid not later than the
		date such Taxes shall be due unless and to the extent, in the case of Taxes
		that do not burden any of the assets or property of any Indemnified Party and
		are assessed 
	 

	 
		 
	 

	 
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		solely upon a Person or Persons within the
		GAL Group, such Person or Persons within the GAL Group shall be contesting such
		Taxes in good faith by appropriate proceedings, in which case such Taxes, or so
		much thereof as are being contested and are unpaid, shall be paid promptly upon
		a final determination that such Taxes, are due and payable. In the event any
		Taxes with respect to which GAL has an indemnification responsibility under
		this Section 9.07 are levied on any Indemnified Party, or any Indemnified
		Party is required by law or otherwise to pay any such Taxes in the first
		instance or as a result of a Person or Persons within the GAL Group’s
		failure to comply with, or nonperformance in relation to, any Applicable Law or
		regulations governing the payment thereof by such Person or Persons within the
		GAL Group, GAL shall pay to such Indemnified Party the full amount thereof on
		an After-Tax Basis within five Business Days after receipt from such
		Indemnified Party of any written request for such payment but not later than
		the due date for such Taxes. Any payment required to be made hereunder and not
		made at the time specified under this Section 9.07 shall bear interest at
		the Stipulated Interest Rate or such higher rate actually paid by such
		Indemnified Party on the delayed payment of the Taxes being indemnified,
		calculated from the date such payment was required to be made hereunder to the
		date such payment is actually received by such Indemnified Party.
	 

	 
		(d) If any claim or demand is asserted in
		writing with respect to a Tax indemnified hereunder, such Indemnified Party
		shall in good faith notify GAL of such claim or demand within 10 days of
		receipt thereof; provided,
		however, that failure to give such notification shall not
		affect such Indemnified Party’s entitlement to indemnification hereunder
		unless such failure shall materially and adversely prejudice the ability of GAL
		to defend itself or any Indemnified Party against any such action, claim,
		demand, proceeding or suit. If GAL shall so request within 30 days after
		receipt of such notice, such Indemnified Party shall in good faith at
		GAL’s expense contest the imposition of such Tax; provided,
		however, that such Indemnified Party may in its sole discretion
		select any applicable forum for such contest and determine whether any such
		contest shall be by (i) resisting payment of such Tax, (ii) paying
		such Tax under protest or (iii) paying such Tax and seeking a refund
		thereof; provided further,
		however, that at such Indemnified Party’s option such
		contest shall be conducted by GAL in the name of such Indemnified Party
		(subject to the preceding proviso) (it being understood that GAL shall not be
		permitted to contest the imposition of such Tax in the name of such Indemnified
		Party without the prior written consent of such Indemnified Party). In no event
		shall such Indemnified Party be required or GAL be permitted by such
		Indemnified Party to contest the imposition of any Tax for which GAL is
		obligated to indemnify pursuant to this Section 9.07 unless (i) such
		Indemnified Party shall have received from GAL (A) an indemnity reasonably
		satisfactory to such Indemnified Party for any liability, expense or loss
		arising out of or relating to such contest and (B) an opinion of tax
		counsel to GAL furnished at the expense of GAL to the effect that a reasonable
		basis exists for contesting such claim; (ii) GAL shall have agreed to pay
		such Indemnified Party on demand all reasonable costs and expenses that such
		Indemnified Party may incur in connection with contesting such claim (including
		all costs, expenses, losses, reasonable legal and accounting fees,
		disbursements, penalties, interest and additions to tax); (iii) GAL shall
		be in compliance with all of its payment obligations under this Agreement and
		shall have acknowledged, in a manner reasonably satisfactory to the Servicer,
		its liability hereunder to indemnify the Indemnified Parties in respect of such
		Tax; (iv) such Indemnified Party shall have determined that the action to
		be taken will not result in a material risk of sale, forfeiture or loss of, or
		the creation of any Lien (except if GAL shall have adequately bonded such Lien
		or otherwise made provision to protect the interests of such Indemnified Party
		in a manner reasonably satisfactory to such Indemnified Party) on any property
		or rights of such Indemnified Party, or any portion thereof or any interest
		therein; and (v) if such contest shall be conducted in a manner requiring
		the payment of the claim, shall have paid the amount required. Notwithstanding
		anything contained in this Section 9.07, an Indemnified Party shall not be
		required nor shall GAL be permitted by such Indemnified Party to contest or
		continue to contest in the name of an Indemnified Party the imposition of any
		Tax for which GAL is obligated to indemnify pursuant to this Section 9.07
		if such an Indemnified Party shall waive in writing its rights to
		indemnification under this Section 9.07 with respect to such Tax. 
	 

	 
		 
	 

	 
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		(e) If any Indemnified Party shall obtain a
		refund of all or any part of any Tax paid by GAL such Indemnified Party shall,
		provided no Event of Default, or default by GAL in the payment of any amount
		due hereunder, has occurred and is continuing, pay GAL an amount equal to the
		amount of such refund, including interest received or credited and attributable
		thereto, plus any net Tax benefit (or minus any net Tax detriment) realized by
		such Indemnified Party as a result of a payment made pursuant to this sentence
		or as a result of the receipt or accrual of such refund, including interest
		received or credited and attributable thereto. If any Indemnified Party shall
		have paid GAL any refund of all or part of any Tax paid by GAL and it is
		subsequently determined that such Indemnified Party was not entitled to the
		refund, such determination shall be treated as the imposition of a Tax for
		which GAL is obligated to indemnify such Indemnified Party pursuant to the
		provisions of Section 9.07 hereof.
	 

	 
		Section 9.08. Priority of Payments to Servicer. Any and all amounts due and owing to the Servicer or
		any of its Affiliates (including any amounts due and owing to the Servicer or
		any of its Affiliates with respect to indemnification) pursuant to this
		Agreement shall be obligations of GAL and all other Persons within the GAL
		Group and entitled to the highest level of payment and Lien priority available
		under the Credit Agreement, which priority GAL agrees not to amend or permit to
		be amended without the consent of the Servicer.
	 

	 
		ARTICLE X
	 

	 
		 
	 

	 
		Term; Right to Terminate;
		Resignation;
	 

	 
		Consequences of Expiration,
		Termination,
	 

	 
		Resignation or Removal; Certain Tax
		Matters; Survival
	 

	 
		Section 10.01. Term. This
		Agreement shall have a non-cancelable term commencing on the Closing Date and
		expiring on December 19, 2021. During the term, this Agreement shall not be
		terminable by either party except as expressly provided in this Article X
		or otherwise as the parties hereto may agree between themselves with, if
		applicable, the prior written consent of the Security Trustee acting at the
		written direction of the Administrative Agent (with neither party being under
		any obligation to negotiate in good faith or otherwise or agree on any early
		termination hereof).
	 

	 
		Section 10.02. Right to Terminate. (a) (i) At any time during the term of this Agreement,
		the Servicer shall in accordance with Section 10.02(c) be entitled to
		terminate this Agreement if:
	 

	 
		(A) GAL shall fail to pay in full when due
		(1) any Servicing Fees within five days after the receipt of written
		notice from the Servicer of such failure or (2) any other amount payable
		by GAL hereunder or under any other Operative Agreement within ten days after
		the receipt of written notice from the Servicer of such failure; or
	 

	 
		(B) any Person within the GAL Group shall
		fail to perform or observe or shall violate in any material respect any
		material term, covenant, condition or agreement to be performed or observed by
		it in respect of this Agreement or any other Operative Agreement (other than
		with respect to payment obligations of GAL referred to in clause (a)(i)(A)
		of this Section 10.02); or
	 

	 
		(C) any material representation or warranty
		by any Person within the GAL Group made in this Agreement or any other
		Operative Agreement or in any report, certificate, financial statement or other
		agreement, instrument or document at any time furnished by or on behalf of any
		Person within the GAL Group in connection therewith shall prove to have been
		false or misleading in any material respect when made or furnished and such
		representation or warranty shall remain false and misleading in any material
		respect and such misrepresentation or breach of 
	 

	 
		 
	 

	 
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		warranty is reasonably likely to have a
		Material Adverse Effect on the Servicer or a material adverse effect on the
		rights and obligations of the Servicer under this Agreement (including the
		Servicer’s compensation hereunder); or
	 

	 
		(D) an involuntary proceeding shall be
		commenced or an involuntary petition shall be filed in a court of competent
		jurisdiction seeking relief in respect of GAL or any Significant Subsidiary of
		GAL or of a substantial part of the property or assets of any of such Persons,
		under Title 11 of the United States Code, as now constituted or hereafter
		amended, or any other U.S. Federal or state or non-U.S. bankruptcy, insolvency,
		receivership or similar law, and such proceeding or petition shall continue
		undismissed for 75 days or an order or decree approving or ordering any of the
		foregoing shall be entered or any such Persons within the GAL Group shall go
		into liquidation, suffer a receiver or mortgagee to take possession of all or
		substantially all of its assets or have an examiner appointed over it or if a
		petition or proceeding is presented for any of the foregoing and not discharged
		within 75 days; or
	 

	 
		(E) GAL or any Significant Subsidiary of GAL
		shall (i) voluntarily commence any proceeding or file any petition seeking
		relief under Title 11 of the United States Code, as now constituted or
		hereafter amended, or any other U.S. Federal or state or non-U.S. bankruptcy,
		insolvency, receivership or similar law, (ii) consent to the institution
		of, or fail to contest the filing of, any petition described in clause (D)
		above, (iii) file an answer admitting the material allegations of a
		petition filed against it in any such proceeding, or (iv) make a general
		assignment for the benefit of its creditors; or
	 

	 
		(F) other than during the period prior to
		the initial acquisition of an Aircraft Asset by GAL, there shall cease to be
		any Aircraft Assets owned (including, for the purposes of this provision,
		Aircraft Assets to which title is held by a Person outside the GAL Group in
		accordance with Section 7.04(a)(i)) by any Person within the GAL Group;
		or
	 

	 
		(G) the Credit Agreement or Security Trust
		Agreement shall cease to be in full force and effect; or
	 

	 
		(H) any Guarantee issued in favor of the
		Servicer shall cease to be a legal, valid and binding agreement of the relevant
		Person within the GAL Group, enforceable in accordance with its terms, and such
		cessation is not cured or remedied within thirty (30) days of the occurrence
		thereof; or 
	 

	 
		(I) Competitor Control exists with respect
		to GAL, Genesis or the Manager, and GAL and the Servicer have been unable, or
		GAL is unwilling, to restructure this Agreement and the Services provided
		hereunder, including the providing or use of information relating to the
		Aircraft Assets, in a manner that the Servicer in good faith but sole
		discretion deems acceptable;
	 

	 
		provided, however, that if
		an event described in Section 10.02(a)(i)(D), (E) or (H) above occurs and
		if the Servicer shall have been provided with what in its reasonable judgment
		is adequate assurance (including assumption or ratification of this Agreement
		with such a priority for performance and with such cash flow and other assets
		of the GAL Group being available with respect to such priority so as to assure
		the GAL Group’s performance hereunder and the Administrative Agent’s
		agreement to perform the obligations of GAL hereunder, each in form and
		substance reasonably satisfactory to the Servicer, and, so long as the
		Administrative Agent’s creditworthiness is reasonably satisfactory to the
		Servicer and the Administrative Agent is not a Competitor) of the GAL
		Group’s future performance of all of its obligations hereunder, including
		the payment of fees as provided in Section 9.05, performance of
		indemnities provided herein, payment of Aircraft Asset Expenses and other
		Expenses payable by a GAL Group member hereunder, 
	 

	 
		 
	 

	 
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		making of determinations contemplated hereby
		and execution and delivery of documents contemplated hereby, the Servicer
		agrees solely for the benefit of the Administrative Agent so long as the Credit
		Agreement remains in effect that the Servicer shall not exercise its rights to
		terminate due to the occurrence of any such event.
	 

	 
		(ii) Upon the occurrence of an event set
		forth in clause (i) of this Section 10.02(a), in addition to the
		right of the Servicer to terminate this Agreement in whole pursuant to
		Section 10.02(a)(i), the Servicer shall be entitled to terminate its
		obligations to provide the Services with respect to one or more specific
		Aircraft Assets (but less than all the Aircraft Assets) (any termination with
		respect to less than all the Aircraft Assets being a “Partial Termination”). If, upon any such Partial Termination, the
		Servicer shall elect to continue to provide Services with respect to any
		Aircraft Asset, the Servicer shall specify the Aircraft Assets in respect of
		which it intends to continue to provide Services in the Termination Notice with
		respect to the Partial Termination. All references to the expiration or
		termination of this Agreement shall mean the expiration or termination of this
		Agreement in whole and not a Partial Termination unless expressly otherwise
		stated.
	 

	 
		(b) At any time during the term of this
		Agreement, GAL (with, if applicable, the prior written consent of the Security
		Trustee acting at the written direction of the Administrative Agent) shall be
		entitled to terminate this Agreement if:
	 

	 
		(i) neither GE nor GE Capital shall own
		directly or indirectly at least 50.01% of the voting equity of, and economic
		interest in, the Servicer or any Servicer Delegate; or
	 

	 
		(ii) the Servicer shall (A) fail in any
		material respect to perform any material Services in accordance with the
		Standard of Care or the Conflicts Standard and such failure shall have a
		Material Adverse Effect on the GAL Group taken as a whole or a Material Adverse
		Effect on the rights and obligations of the GAL Group taken as a whole under
		this Agreement; or (B) fail in any material respect to perform any
		material Services which failure results in liability of the Servicer under its
		Standard of Liability and such failure shall have a Material Adverse Effect on
		the GAL Group taken as a whole or a Material Adverse Effect on the rights and
		obligations of the GAL Group taken as a whole under this Agreement; or
	 

	 
		(iii) an involuntary proceeding shall be
		commenced or an involuntary petition shall be filed in a court of competent
		jurisdiction seeking relief in respect of GE, GE Capital or the Servicer or any
		Servicer Delegate, or of a substantial part of the property or assets of the
		Servicer, under Title 11 of the United States Code, as now constituted or
		hereafter amended, or any other U.S. Federal or state or non-U.S. bankruptcy,
		insolvency, receivership or similar law, and such proceeding or petition shall
		continue undismissed for 75 days or an order or decree approving or ordering
		any of the foregoing shall be entered or the Servicer shall go into
		liquidation, suffer a receiver or mortgagee to take possession of all or
		substantially all of its assets or have an examiner appointed over it or if a
		petition or proceeding is presented for any of the foregoing and not discharged
		within 75 days; or
	 

	 
		(iv) GE, GE Capital or the Servicer shall
		(A) voluntarily commence any proceeding or file any petition seeking relief
		under Title 11 of the United States Code, as now constituted or hereafter
		amended, or any other U.S. Federal or state or non-U.S. bankruptcy, insolvency,
		receivership or similar law, (B) consent to the institution of, or fail to
		contest the filing of, any petition described in clause (iii) above,
		(C) file an answer admitting the material allegations of a petition filed
		against it in any such proceeding, or (D) make a general assignment for
		the benefit of its creditors; or
	 

	 
		 
	 

	 
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		(v) there shall have occurred and be
		continuing an Event of Default under Section 12.1(a)(iv) of the Credit
		Agreement in respect of payment of interest on an Advance (as defined in the
		Credit Agreement) due to an insufficiency of funds in the Collection Account on
		the relevant date, which Event of Default shall have continued unremedied for
		60 days; or
	 

	 
		(vi) following the occurrence and during the
		continuance of an Event of Default (other than one referred to in clause (i) of
		Section 2.01(a)) under the Credit Agreement and, other than in respect of an
		Event of Default under Sections 12.1(d) of the Credit Agreement, the issuance
		of a default notice (pursuant to which the outstanding Advances (as defined in
		the Credit Agreement) and all accrued and unpaid interest thereon shall become
		due and payable) in accordance with the terms of the Credit Agreement, and
		provided that at the time of such Event of Default at least the
		greater of three (3) Aircraft Assets or 15% of the number of Aircraft Assets
		shall not be subject to Leases and each such Aircraft Asset shall have been
		off-lease and reasonably available for re-lease (which, for purposes of
		clarification, shall mean that such Aircraft Asset shall be in the possession
		or under the unfettered control of the Servicer, together with the related
		Aircraft Documents, shall be free of any legal prohibition on the re-leasing
		thereof, shall be free of Liens (other than Liens, if any, created pursuant to
		the Credit Documents or created by or at the instruction of the Servicer) and
		shall be in a condition reasonably acceptable to a potential lessee) during the
		three-month period ending after the date of such Event of Default;
	 

	 
		(c) (i) Either party to this Agreement
		(the “Terminating
		Party”) may, at any time during
		the term of this Agreement, by written notice (the “Termination Notice”) to the other (the “Nonterminating Party”), set forth its determination to terminate this
		Agreement pursuant to clause (a) of this Section 10.02 (in the case
		of the Servicer) or Section 10.01 or clause (b) of this
		Section 10.02 (in the case of GAL) or to provide for a Partial Termination
		of this Agreement pursuant to clause (a)(ii) of this Section 10.02
		(in the case of the Servicer); provided,
		however, that failure by the Terminating Party to provide such
		Termination Notice shall not affect such party’s rights under
		Section 10.02(a) or Section 10.01 or Section 10.02(b), as the
		case may be. Any Termination Notice shall set forth in reasonable detail the
		basis for such termination.
	 

	 
		(ii) Unless the Termination Notice is
		provided by GAL pursuant to Section 10.02(b)(i), (b)(iii), (b)(iv), (b)(v)
		or (b)(vi), or by the Servicer pursuant to Section 10.02(a)(i)(A) (after
		the applicable period provided in such Section), (a)(i)(D), (a)(i)(E),
		(a)(i)(F), (a)(i)(G), (a)(i)(H), or (a)(i)(I) (each a “Non-Curable Termination Event”), no later than the fifth day following the
		effectiveness of the Termination Notice (the “Effectiveness Date”), the Nonterminating Party shall advise the
		Terminating Party in writing whether the Nonterminating Party (A) intends
		to cure the basis for such termination and, if so, the action it intends to
		take to effectuate such cure or (B) does not intend to cure the basis for
		such termination; provided,
		however, that the failure of the Nonterminating Party to
		deliver such notice by such day shall be deemed to constitute notice that it
		does not intend to cure the basis for termination. In the event that the
		Termination Notice is provided for a Non-Curable Termination Event or the
		Nonterminating Party notifies (or is deemed to have notified) the Terminating
		Party that the Nonterminating Party does not intend to cure the basis for such
		termination, then this Agreement shall terminate or the Partial Termination
		shall take effect, as the case may be, (x) immediately in the case of a
		termination due to Competitor Control where a Competitor holds control or
		beneficial ownership, directly or indirectly, of 50% or more of any class of
		securities of GAL (exclusive of securities excluded in the parenthetical of
		clause (a) of the definition of Competitor Control), (y) at the end of the
		cure period in the case of a termination pursuant to
		Section 10.02(a)(i)(A), and (z) in all other cases, two hundred
		seventy (270) days following the effectiveness of the Termination Notice
		(except that if a termination pursuant to Section 10.02(a)(i)(I) has
		occurred, and a tender for the securities of GAL occurs in connection
		therewith, then this Agreement shall terminate or the Partial Termination shall
		take effect on the earlier of one 
	 

	 
		 
	 

	 
		36
	 

	 
		 
	 



	 
	 

	 

	 
		hundred eighty (180) days following the
		effectiveness of the Termination Notice or the date such tender is
		consummated), or on such later date as the Terminating Party shall have
		indicated in the Termination Notice to the Nonterminating Party. Except in the
		case of a termination under Section 10.02(a)(i)(A) (in which case the cure
		period shall consist only of the period in such Section), in the event that the
		Nonterminating Party notifies the Terminating Party by such fifth day that it
		intends to cure the basis for such termination, then the Nonterminating Party
		shall (A) have 15 days from the Effectiveness Date to effectuate such cure
		to the reasonable satisfaction of the Terminating Party or (B) if such
		cure cannot reasonably be expected to be effectuated within such 15-day period
		and it is not a payment default, (1) demonstrate to the reasonable
		satisfaction of the Terminating Party that substantial progress is being made
		toward the effectuation of such cure and (2) effectuate such cure to the
		reasonable satisfaction of the Terminating Party no later than the thirtieth
		day following the Effectiveness Date. Upon the failure of the Nonterminating
		Party to effectuate a cure in accordance with the immediately preceding
		sentence, this Agreement shall terminate or the Partial Termination shall take
		effect, as the case may be, on the later of (A) the day immediately following
		the expiration of two hundred seventy (270) days after such 15- or 30-day
		period, and (B) such later date as shall be indicated in the Termination
		Notice.
	 

	 
		Section 10.03. Resignation or Removal. (a) If the Servicer reasonably determines that
		(x) directions given by any Person to the Servicer in accordance with this
		Agreement are or would be if carried out or (y) Services required to be
		performed under this Agreement are or would be if carried out (i) unlawful
		under Applicable Law, (ii) in violation of any GE Policy,
		(iii) likely to lead to an investigation by any Governmental Authority,
		directly or indirectly, of or relating to the Servicer, any of its Affiliates
		or the Services, (iv) directions or Services that would expose the
		Servicer to any liabilities for which adequate bond or indemnity has not, in
		the Servicer’s good faith opinion, been provided or (v) directions or
		Services that would place the Servicer in a conflict of interest with respect
		to which, in the Servicer’s good faith opinion, the Servicer cannot
		continue to perform its obligations hereunder within the requirements set forth
		in Article III with respect to all Aircraft Assets or any affected
		Aircraft Assets, as the case may be, it may resign as the Servicer for all
		purposes under this Agreement in relation to all the Aircraft Assets or, at its
		election, any affected Aircraft Assets (but with respect to clause (v)
		above the Servicer may resign only with respect to the affected Aircraft) for
		the duration of this Agreement, such resignation to become effective on the two
		hundred seventieth (270th) day after the date of the Servicer’s notice to
		GAL of such resignation (it being understood that, notwithstanding any other
		provision herein to the contrary, the Servicer shall be under no obligation to
		follow such directions or perform such Services pending the effectiveness of
		such resignation).
	 

	 
		(b) If GAL shall have received a notice from
		the Servicer pursuant to Section 3.02(d) hereof to the effect that the
		Servicer cannot continue to perform its obligations hereunder within the
		requirements set forth in Section 3.02 with respect to all Aircraft Assets
		or any affected Aircraft Assets, GAL may remove the Servicer for all purposes
		under this Agreement in relation to the affected Aircraft Assets or, in the
		event that the Servicer has notified GAL that the Servicer cannot continue to
		perform its obligations with respect to all Aircraft Assets, all the Aircraft
		Assets for the duration of this Agreement, such removal to become effective
		upon two hundred seventy (270) days notice thereof (it being understood that,
		notwithstanding any other provision herein to the contrary, the Servicer shall
		be under no obligation to perform Services with respect to the affected
		Aircraft Assets pending the effectiveness of such resignation).
	 

	 
		(c) If any Taxes that are based on or
		measured by all or a portion of the revenues, rental income or assets of any
		Person within the GAL Group (other than (i) any Taxes payable by any such
		Person pursuant to the controlled foreign corporation provisions or the passive
		foreign investment company provisions of the Code or (ii) Taxes imposed as
		a result of the gross negligence or willful misconduct of any such Person)
		shall be imposed on or with respect to the Servicer or any Affiliate thereof,
		and if such Taxes are not indemnified by GAL then, provided that
		the Servicer shall have 
	 

	 
		 
	 

	 
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		undertaken reasonable efforts (that do not
		involve any material cost to the Servicer or any Affiliate thereof) to
		otherwise avoid the imposition of such Taxes, the Servicer may resign as the
		Servicer for all purposes under this Agreement in relation to all the Aircraft
		Assets or, at its election, any Aircraft Assets the resignation with respect to
		which would reduce or eliminate such Taxes for the duration of this Agreement,
		such resignation to become effective upon two hundred seventy (270) days notice
		thereof; provided, however, that
		pending the effectiveness of such resignation, GAL shall be required to post a
		bond, irrevocable letter of credit or other form of security reasonably
		acceptable to the Servicer to be drawn upon by the Servicer in the event that
		any such additional Taxes continue to be imposed on or with respect to the
		Servicer or any Affiliate thereof during such pendency.
	 

	 
		Section 10.04. Consequences of Expiration, Termination, Resignation or
		Removal.
	 

	 
		(a) Notices. (i)
		Upon the expiration or termination of this Agreement in accordance with this
		Article X, or upon the resignation by or removal of the Servicer with
		respect to the performance of the Services for any or all of the Aircraft
		Assets, the Servicer will promptly forward to GAL any notices, reports and
		communications received by it from any relevant Lessee during the one year
		immediately after expiration, termination, resignation or removal.
	 

	 
		(ii) GAL will notify promptly each relevant
		Lessee and any relevant third party (with a copy to the Security Trustee under
		the Security Trust Agreement) of the expiration, termination, resignation or
		removal of the Servicer under this Agreement in relation to any of the Aircraft
		Assets and will request that all such notices, reports and communications
		thereafter be made or given directly to the Replacement Servicer and
		GAL.
	 

	 
		(b) Accrued Rights.
		A termination, resignation or removal in relation to any or all the Aircraft
		Assets shall not affect the respective rights (including as to fees) and
		liabilities of either party accrued prior to such termination, resignation or
		removal in respect of any prior breaches hereof or otherwise.
	 

	 
		(c) [Intentionally Left Blank].
	 

	 
		(d) Payment of Fees and Expenses. (i) Upon the expiration or termination of this
		Agreement in accordance with this Article X, or upon the resignation or
		removal of the Servicer with respect to the performance of the Services for any
		Aircraft Asset, so long as the Servicer is continuing to perform any of the
		Services, GAL shall continue to pay Servicing Fees and reimbursable Aircraft
		Asset Expenses to the Servicer until the effectiveness of such termination,
		resignation or removal.
	 

	 
		(ii) If an Aircraft Asset is sold by any
		Person within the GAL Group to a customer to whom the Servicer had been
		actively engaged in marketing such Aircraft Asset and with whom the Servicer
		had been engaged in substantive discussions at any time during the three month
		period prior to its resignation or the termination of this Agreement, the
		Servicer shall be paid Sales Fees in respect of such Aircraft Asset as if the
		Servicer had arranged for the sale of such Aircraft Asset. Following its
		resignation or the termination of this Agreement, the Servicer will, upon the
		request of GAL, provide GAL with a list of customers with respect to which the
		Servicer had been actively engaged in marketing such Aircraft Asset and with
		which the Servicer had been engaged in substantive discussions at any time
		during such three-month period. Such list shall be treated as confidential by
		GAL and shall not be disclosed to any Person other than, unless Competitor
		Control of the Manager exists, the Manager (including its officers, directors,
		employees and agents) or used for any purpose other than as a basis for
		determining any Sales Fees payable to the Servicer pursuant to the first
		sentence of this Section 10.04(d)(ii).
	 

	 
		 
	 

	 
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		(e) Transition. Upon
		the expiration or termination of this Agreement in accordance with this
		Article X, or upon the resignation or removal of the Servicer with respect
		to the performance of the Services for any Aircraft Asset, the Servicer shall
		promptly return the originals (and all copies) within its possession of all
		Aircraft Assets Related Documents to GAL and shall provide GAL with such access
		to other nonconfidential, nonproprietary documentation and information
		(exclusive of internal correspondence, approval materials, internal evaluations
		or similar documentation or information) generated as part of the performance
		of the Services to any Person within the GAL Group (and, upon the request by
		GAL and to the extent practicable, copies thereof) within its possession as is
		reasonably necessary to the conduct of the business of any Person within the
		GAL Group.
	 

	 
		Section 10.05 Survival.
		Notwithstanding any termination or the expiration of this Agreement,
		(a) the obligations of GAL, Genesis and the Security Trustee under
		Sections 2.03, 2.04, 2.05(a), 2.05(c), 2.05(d), 2.05(f), 2.05(g), 2.05(h),
		3.03, 3.04, 6.06 and 7.03(f), Article IX, Sections 10.04 and 10.05,
		Article XI and Sections 13.01, 13.03 and 13.04 of this Agreement and
		Section 2.2(b) of Schedule 2.02(a) to this Agreement and the
		Servicer’s obligations under Section 10.04 and Article XI shall
		survive such termination or expiration, as the case may be, and (b) the
		representations and warranties contained in Article IV and in
		Section 2.02(g) shall survive and remain in full force and effect until
		the third anniversary of the date on which this Agreement shall have expired or
		terminated.
	 

	 
		Section 10.06. Courtesy Copies of Notices. The Servicer shall use reasonable commercial efforts to
		give to the Security Trustee a courtesy copy of any notices given by the
		Servicer under Section 10.02(a)(i) (A) or (C) or Section
		10.02(c);provided, that the Servicer’s failure to give any such
		notice shall have no effect whatsoever in respect of the action of which notice
		is given or otherwise or on any rights or obligations of either party hereto or
		subject the Servicer to any risk (including any risk of injunctive relief) or
		liability of any type whatsoever to or in favor of the Security Trustee, GAL or
		any other Person whatsoever.
	 

	 
		ARTICLE XI
	 

	 
		 
	 

	 
		Indemnification
	 

	 
		Section 11.01. Indemnity.
		(a) Notwithstanding anything to the contrary set forth herein (other than
		Section 2.03(m)) or in any other Operative Agreement, GAL does hereby
		assume liability for, and does hereby agree to indemnify and hold harmless on
		an After-Tax Basis each of the Indemnified Parties from, any and all Losses
		that may be imposed on, incurred by or asserted against any Indemnified Party,
		directly or indirectly, arising out of, in connection with or related to
		(i) the Servicer’s performance under this Agreement or from errors in
		judgment or omissions by the Servicer under this Agreement; provided,
		however, that such indemnity shall not apply to the extent that
		such Losses are finally adjudicated to have been directly caused by
		(x) the willful misconduct (including willful misconduct that constitutes
		fraud) or gross negligence of the Servicer in respect of its obligation to
		apply the Standard of Care or the Conflicts Standard in respect of its
		performance of the Services or (y) any representation or warranty by the
		Servicer set forth in Section 4.10 or 4.11 having proven to be false on
		the date hereof; (ii) any Indemnified Parties’ involvement (or
		alleged involvement) in connection with the structuring or implementation of
		any aspect of the transactions contemplated by the Credit Agreement or this
		Agreement; (iii) without limiting the provisions of clause (y) above,
		any Aircraft Assets and (iv) except as expressly provided to be the
		obligation of the Servicer in Section 2.03(m), the offering or sale of the
		securities of GAL or any other debt or equity securities or the obtaining of
		any loans or Advances (as 
	 

	 
		 
	 

	 
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		defined in the Credit Agreement) by GAL or
		any of its Affiliates, or any other Offerings including any Losses to which any
		Indemnified Party may become subject, under the Securities Act of 1933, the
		Securities Exchange Act of 1934 or other Federal or state or non-U.S. statutory
		law or regulation, at common law or otherwise, including any Loss that arises
		out of or is based upon: (A) any untrue statement or alleged untrue
		statement of a material fact contained in any Prospectus or in any amendment
		thereof or supplement thereto or in any other document filed with the United
		States Securities and Exchange Commission, or (B) the omission or alleged
		omission to state therein a material fact required to be stated therein or
		necessary to make the statements therein not misleading.
	 

	 
		(b) Each Indemnified Party agrees to give
		GAL prompt notice of any action, claim, demand, discovery of fact, proceeding
		or suit for which the applicable Indemnified Party intends to assert a right to
		indemnification under this Agreement; provided,
		however, that failure to give such notification shall not
		affect such Indemnified Party’s entitlement to indemnification under this
		Section 11.01 unless and only to the extent such failure results in actual
		irreparable prejudice to GAL or any other Person within the GAL Group.
	 

	 
		Section 11.02. Procedures for Defense of Claims. (a) If a Third Party Claim is made against any
		Indemnified Party, the applicable Indemnified Party shall promptly notify GAL
		in writing of such claim (which notice shall include all relevant information
		reasonably necessary for GAL to understand such claim which is in the
		possession or under the control of, or which can with reasonable commercial
		efforts be obtained by, such Indemnified Party at the time of such notice,
		subject to Applicable Laws and confidentiality obligations), and the Servicer
		or GAL (if so directed by the applicable Indemnified Party and if so accepted
		by GAL) will undertake the defense thereof. The failure to notify GAL promptly
		shall not relieve GAL of its obligations under this Article XI unless and
		only to the extent that such failure results in actual irreparable prejudice to
		GAL or any other Person within the GAL Group.
	 

	 
		(b) If so directed by the applicable
		Indemnified Party and if accepted by GAL, GAL shall within 30 days, undertake
		the conduct and control, through counsel of its own choosing (subject to the
		consent of the applicable Indemnified Party, such consent not to be
		unreasonably withheld or delayed) and at GAL’s risk and expense, the good
		faith settlement or defense of such claim, and the applicable Indemnified Party
		shall cooperate fully with GAL in connection therewith; provided,
		however, that (i) at all times the applicable Indemnified
		Party shall be entitled to participate in such settlement or defense through
		counsel chosen by it, and the fees and expenses of such counsel shall be borne
		by the applicable Indemnified Party, and (ii) GAL shall not be entitled to
		settle such claims unless it shall have confirmed in writing its obligation to
		indemnify the applicable Indemnified Party for the liability asserted in such
		claim. GAL shall obtain the written consent of the applicable Indemnified Party
		prior to ceasing to defend, settling or otherwise disposing of such claim if as
		a result thereof such Indemnified Party would become subject to injunctive,
		declaratory or other equitable relief or the business of such Indemnified Party
		would be materially adversely affected in any manner.
	 

	 
		(c) So long as GAL is reasonably contesting
		any such claim in good faith, the applicable Indemnified Party shall fully
		cooperate with GAL in the defense of such claim as is reasonably required by
		GAL. Such cooperation shall include the retention and the provision of records
		and information which are reasonably relevant to such Third Party Claim and
		making directors, officers and employees available on a mutually convenient
		basis to provide additional information. Neither the Servicer nor any
		Indemnified Party shall settle or compromise any claim without the written
		consent of GAL unless the Servicer or the applicable Indemnified Party agrees
		in writing to forego any and all claims for indemnification from GAL with
		respect to such claims.
	 

	 
		 
	 

	 
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		(d) If GAL, within 10 days after notice
		of any such claim, does not agree to defend such Third Party Claim as directed
		by the applicable Indemnified Party, such Indemnified Party will have the right
		to undertake the defense, compromise or settlement of such Third Party
		Claim.
	 

	 
		Section 11.03. Reimbursement of Costs. The costs and expenses, including fees and
		disbursements of counsel (except as provided in clause (i) of the proviso
		to the first sentence of Section 11.02(b)) and expenses of investigation,
		incurred by any Indemnified Party in connection with any Third Party Claim,
		shall be reimbursed on a quarterly basis by GAL upon the submission of evidence
		reasonably satisfactory to GAL that such expenses have been incurred, without
		prejudice to GAL’s right to contest the Indemnified Party’s right to
		indemnification and subject to refund in the event that GAL is ultimately held
		not to be obligated to indemnify the Indemnified Party.
	 

	 
		Section 11.04. Waiver of Certain Claims; Special
		Indemnity. GAL does hereby
		(a) assume liability for and agree to indemnify and hold harmless on an
		After-Tax-Basis, in accordance with the provisions of this Article XI,
		each of the Indemnified Parties from any and all Losses that may be imposed on,
		incurred by or asserted against any Indemnified Party directly or indirectly
		arising out of, in connection with or related to any claims of shareholders or
		creditors of any Person within the GAL Group or of Genesis and any claims
		(“Shadow Director/Related Company
		Claims”) that may be made by or on
		behalf of any Person against any Indemnified Party which are based on any
		Indemnified Party being a shadow director of, or a related company to, any
		Person within the GAL Group under applicable Irish law or which are based on
		any similar concept under any other Applicable Law; (b) waive, and shall
		cause each other Person within the GAL Group and Genesis to waive, any and all
		Shadow Director/Related Company Claims that may be made by or on behalf of any
		Person within the GAL Group against any Indemnified Party, (c) agree not
		to sue, and to cause each other Person within the GAL Group and GAL not to sue,
		upon any such Shadow Director/Related Company Claims, and (d) agree that
		any amounts awarded to or received by any Person within the GAL Group or of
		Genesis arising out of or related to any such Shadow Director/Related Company
		Claims (whether such claims were made by or on behalf of any Person within the
		GAL Group or of Genesis or by a third party (including any liquidator)) shall
		be paid over to the applicable Indemnified Party.
	 

	 
		Section 11.05. Waiver of Certain Accounting Claims; Special
		Indemnity. GAL does hereby
		(a) assume liability for and agree to indemnify and hold harmless on an
		After-Tax-Basis, in accordance with this Article XI, each of the
		Indemnified Parties from any and all Losses that may be imposed on, incurred by
		or asserted against any Indemnified Party directly or indirectly arising out
		of, in connection with or related to any claims of shareholders or creditors of
		any Person within the GAL Group or of Genesis or of any other Person arising
		out of, in connection with or related to, the compliance by GAL or any other
		Person within the GAL Group or Genesis of their respective obligations,
		including any of their respective reporting obligations (“Compliance Obligations”) under the Credit Agreement or to any holder of
		any Indebtedness or of any debt or equity securities issued by any Person
		within the GAL Group or any Governmental Authorities and for all instructions,
		discretion, judgments and assumptions related to such Compliance Obligations
		(collectively “Accounting
		Claims”); provided,
		however, that such indemnity shall not apply to the extent that
		such Losses are finally adjudicated to have been directly caused by the willful
		misconduct (including willful misconduct that constitutes fraud) or gross
		negligence of the Servicer in respect of its obligation to apply the Standard
		of Care in respect of its performance of such Services, waive, and shall cause
		each other Person within the GAL Group to waive, any and all Accounting Claims
		that may be made by or on behalf of GAL or any other Person within the GAL
		Group or of any holder of a beneficial interest in respect of the GAL Group
		against any Indemnified Party and (b) agree not to sue, and to cause each
		other Person within the GAL Group and Genesis not to sue, upon any such
		Accounting Claim.
	 

	 
		 
	 

	 
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		Section 11.06. Continuing Liability under Other
		Agreements. The Servicer understands,
		acknowledges and agrees that the intent of the parties hereunder is that any
		limitation on the liability of the Servicer under this Agreement, whether under
		this Article XI, Article III or otherwise, is not intended to and
		shall not be construed to limit the liability of any Person selling any
		Aircraft Assets under the Asset Purchase Agreement, and that any such liability
		under such agreement shall not give rise to any claim for indemnification in
		favor of the Servicer or any of its Affiliates under this Agreement.
	 

	 
		ARTICLE XII
	 

	 
		 
	 

	 
		Assignment and Delegation
	 

	 
		Section 12.01. Assignment and Delegation. (a) No party to this Agreement shall assign or
		delegate this Agreement or all or any part of its rights or obligations
		hereunder to any Person without the prior written consent of the other party
		hereto; provided, however, that
		(i) the Servicer may delegate any portion of but not all its obligations
		to any Affiliate of the Servicer (a “Servicer Delegate”); (ii) the foregoing provisions on
		assignment and delegation shall not limit the ability of the Servicer to
		contract with any Person, including any of its Affiliates, for services in
		respect of Aircraft Assets; and (iii) GAL may assign its rights hereunder
		to a Security Trustee under the Security Trust Agreement and, without in any
		way releasing GAL from any of its duties or obligations hereunder, the Servicer
		consents to such assignment, it being understood that neither GAL’s
		assignment nor the Servicer’s consent to such assignment, nor any
		references or provisions relating to the Servicer or the Servicing Agreement
		contained in any of the Credit Documents, will affect the Servicer’s
		rights and obligations hereunder, subject the Servicer to any liability to
		which it would not otherwise be subject to hereunder nor modify in any respect
		the contract rights of the Servicer hereunder. In addition, as a result of such
		assignment the Security Trustee and each Person entitled to any direct or
		indirect benefit under the Security Trust Agreement shall be bound by the
		Standard of Care, the Conflicts Standard, the Standard of Liability and each
		other exculpation and limitation on the liability, duties or obligations of the
		Servicer under the Servicing Agreement. The Servicer agrees that,
		notwithstanding such assignment by GAL and the Servicer’s consent thereto,
		the Security Trustee shall not be liable to perform any of the obligations of
		GAL hereunder unless and until the rights of GAL hereunder are foreclosed upon
		or otherwise transferred to the Security Trustee pursuant to the Security
		Trustee’s exercise of remedies under the Credit Documents or applicable
		law and provided that in exercising any right of GAL under this Agreement the
		terms and conditions of this Agreement shall apply to and be binding upon the
		Security Trustee to the same extent as GAL. Subject to the Security
		Trustee’s compliance with the provisions of this Agreement in exercising
		any such rights, the Servicer and each member of the GAL Group agrees that all
		of the GAL Group’s rights, including the right of GAL or any agent on its
		behalf to give notices or instructions to the Servicer under this Agreement,
		hereunder may be exercised by the Security Trustee to the exclusion of any
		member of the GAL Group following notice to the Servicer by the Security
		Trustee of the occurrence and continuance of an Event of Default (whether or
		not other remedial action, such as the giving of a notice of an Event of
		Default, has been taken) and the Servicer’s performance to the Security
		Trustee shall constitute performance to GAL hereunder for all purposes hereof.
		Any assignment or delegation pursuant to this Section 12.01(a) shall not
		require any approval pursuant to Section 7.04 and no delegation or contract
		pursuant to clause (i) or (ii) above shall release the Servicer from any of its
		obligations hereunder.
	 

	 
		(b) Without limiting the foregoing, any
		Person who shall become a successor by assignment or otherwise of GAL or the
		Servicer (or any of their respective successors) in accordance with this
		Section 12.01 shall be required as a condition to the effectiveness of any
		such assignment or other arrangement to become a party to this Agreement;
		provided, however, that a
		Security Trustee shall not be required to become a party to this Agreement
		solely by reason of the execution and delivery of the Security Trust
		Agreement.
	 

	 
		 
	 

	 
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		ARTICLE XIII
	 

	 
		 
	 

	 
		Miscellaneous
	 

	 
		Section 13.01. Documentary Conventions. The Documentary Conventions shall govern this
		Agreement.
	 

	 
		Section 13.02. Power of Attorney. GAL shall and shall cause each other Person within the
		GAL Group, to appoint the Servicer and its successors, and its permitted
		designees and assigns, as their true and lawful attorney-in-fact pursuant to
		the form of Power of Attorney attached as Schedule 13.02 to this Agreement
		(with such modifications as are necessary under the laws of the jurisdictions
		in which such Persons are organized). All services to be performed and actions
		to be taken by the Servicer pursuant to this Agreement shall be performed for
		and on behalf of GAL. The Servicer shall be entitled to seek and obtain from
		GAL (and/or any other Person within the GAL Group as appropriate) a power of
		attorney in respect of the execution of any specific action as the Servicer
		deems appropriate.
	 

	 
		Section 13.03. Reliance. The
		Servicer shall be entitled to rely on the provisions of this Agreement,
		including Schedule 2.02(a), any Approved Budget, any direction of, or
		certification by, GAL or its board of directors (or any duly appointed
		committee thereof) or the Manager, to the extent set forth in
		Section 2.02(c), and the Transaction Approval Requirements, and GAL hereby
		waives any rights to challenge any action taken by the Servicer that is
		consistent with the provisions of this Agreement (including the Standard of
		Care and the Conflicts Standard), including Schedule 2.02(a), any Approved
		Budget, any such direction or certification or the Transaction Approval
		Requirements, or any direction of the Manager, or which has been approved by
		the board of directors of GAL or a duly appointed committee thereof, or the
		Manager.
	 

	 
		Section 13.04. Certain Information. The parties hereto agree (a) not to provide to
		each other competitively sensitive information, other than information required
		to be provided by GECAS or GAL, as the case may be, under contractual
		arrangements existing on the date hereof (or successor arrangements thereto),
		(b) that any party receiving such information shall take such action as
		shall be necessary to maintain the confidentiality thereof and (c) to
		establish appropriate procedures and protocols to ensure compliance with the
		agreements in clauses (a) and (b). Similarly, GAL’s board of
		directors and Genesis’ board of directors and Genesis itself on behalf of
		itself and its Representatives shall agree (x) not to provide
		competitively sensitive information which it may receive from GECAS pursuant to
		this Agreement to any third party and (y) not to use any such
		competitively sensitive information for any purpose other than its duties and
		responsibilities as a director, shareholder of GAL, director or employee of
		Genesis or Representative of GAL. In addition, to the extent that any director
		of GAL or Genesis or Representative of GAL is involved in any other business
		activities that are competitive with GECAS or any Affiliate, GAL must screen
		such Person from receipt of competitively sensitive information. GAL shall
		require any such director, shareholder of GAL or as an employee or
		Representative of GAL or Genesis to undertake in writing not to provide
		competitively sensitive information which it may receive pursuant to this
		Agreement to any third party and not to use any such competitively sensitive
		information for any purpose other than its duties and responsibilities as a
		director of GAL or Genesis or as a Representative of GAL. GAL agrees that it
		will cause the terms of this Section 13.04 to be included in any other
		servicing agreement entered into by any Person within the GAL Group or by
		Genesis of any of their Affiliates with any other entity pursuant to which such
		entity will provide services with respect to any Aircraft on behalf of any
		Person within the GAL Group or on behalf of Genesis or any of their Affiliates,
		and, in connection therewith, the relevant directors shall provide to the
		servicer under such other servicing agreement written undertakings
		substantially similar to those provided to the Servicer as contemplated by the
		immediately preceding sentence. Without limiting the foregoing, GAL shall, and
		shall cause each Person in the GAL Group, and Genesis and each of its
		Affiliates, and each of its and their 
	 

	 
		 
	 

	 
		 
	 

	 
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		Representatives, including the Manager, to
		ensure that no competitively sensitive information is provided to a Competitor,
		even a Competitor that is a shareholder of Genesis or of any Person within the
		GAL Group. GAL and the Servicer shall separately agree on the Aircraft Asset
		information to be provided under the Credit Agreement, and GAL shall not
		provide Aircraft Asset information thereunder except as so agreed. By
		acceptance of the assignment to the Security Trustee referred to in Section
		12.01, the Security Trustee and each party to the Credit Agreement, and their
		successors and assigns, shall be deemed to have agreed to be bound by this
		Section 13.04 to the same extent as GAL.
	 

	 
		Section 13.05. [Intentionally Left Blank].
	 

	 
		Section 13.06. Relationship to Master Servicing
		Agreement. For avoidance of doubt,
		notwithstanding the existence of the Master Servicing Agreement between Genesis
		and GECAS, this Servicing Agreement shall govern exclusively the rights and
		obligations of the parties hereto with respect to Aircraft Assets as defined
		hereunder and in the event of any conflict between such agreements, the
		provisions hereunder shall apply to the Aircraft Assets. Upon the expiration or
		termination of this Agreement, the Master Servicing Agreement shall, if and to
		the extent it is then in full force and effect, govern the rights and
		obligations of the parties hereto with respect to the Aircraft Assets covered
		by such terminated or expired Agreement, provided,
		however, that, notwithstanding the foregoing, the provisions
		hereof which are provided herein to survive the expiration or termination of
		this Agreement shall continue to survive and be in full force and
		effect.
	 

	 
		Section 13.07. Limited Recourse. (a) In the event that the assets of the Persons in the
		GAL Group are insufficient, after payment of all other claims, if any, ranking
		in priority to the claims of the Servicer hereunder (it being agreed that there
		are no claims ranking in priority to those of the Servicer), to pay in full
		such claims of the Servicer in accordance with the Credit Agreement and the
		Security Trust Agreement then the Servicer shall have no further claim against
		the Persons in the GAL Group in respect of any such unpaid amounts.
	 

	 
		(b) To the extent permitted by Applicable
		Law, no recourse under any obligation, covenant or agreement of any party
		contained in this Agreement shall be had against any shareholder, officer or
		director of the relevant party as such, by the enforcement of any assessment or
		by any proceeding, by virtue of any statute or otherwise; it being expressly
		agreed and understood that this Agreement is a corporate obligation of the
		relevant party and no personal liability shall attach to or be incurred by the
		shareholders, officers, agents or directors of the relevant party as such, or
		any of them under or by reason of any of the obligations, covenants or
		agreements of such relevant party contained in this Agreement, or implied
		therefrom, and that any and all personal liability for breaches by such party
		of any of such obligations, covenants or agreements, either at law or by
		statute or constitution, of every such shareholder, officer, agent or director
		is hereby expressly waived by the other parties as a condition of and
		consideration for the execution of this Agreement. For purposes of
		clarification, the foregoing applies only to Persons acting in their capacity
		as such shareholder, officer, agent or director and not in any other capacity
		and does not extend to the benefit of the Person for which such Person serves
		as shareholder, officer, agent or officer.
	 

	 
		Section 13.08. GAL Group Members. Each Person in the GAL Group that joins as a party to
		this Agreement hereby agrees to be bound by and perform the obligations
		hereunder of a Person in the GAL Group, and if any such Person is a trust of
		which GAL or another Person in the GAL Group is the beneficiary, GAL or such
		other Person hereby instructs and authorizes such trust to execute this
		Agreement, and perform such obligations (and the Security Trustee by its
		acceptance of the assignment provided above, consents thereto to the extent
		applicable).
	 

	 
		 
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, this Agreement has been
		duly executed on the date first written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GE COMMERCIAL AVIATION
				  SERVICES
 LIMITED
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ John Ludden
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  John Ludden
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  GENESIS ACQUISITION LIMITED
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
  
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		IN WITNESS WHEREOF, this Agreement has been
		duly executed on the date first written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GE COMMERCIAL AVIATION
				  SERVICES
 LIMITED
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  
  
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  GENESIS ACQUISITION LIMITED
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Brian Marks 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Brian Marks 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Attorney-in-fact
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 2.02(a) TO
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		Aircraft Assets Services
	 

	 
		The provision of the Services set forth in
		this Schedule 2.02(a) will be subject in all cases to such approval as may
		be required or such limitations as may be imposed pursuant to
		Section 7.04(a) of the Servicing Agreement and the provisions of this
		Schedule 2.02(a) shall be deemed to be so qualified.
	 

	 
		Unless otherwise defined herein, all
		capitalized terms used in this Schedule 2.02(a) have the meanings assigned
		to such terms in Appendix A to the Servicing Agreement. GAL shall provide to
		the Servicer any instructions the Servicer may require in the interpretation of
		provisions of this Servicing Agreement related to the Credit Documents, on
		which instructions the Servicer shall be entitled to rely in all
		respects.
	 

	 
		SECTION 1. Lease Services.
	 

	 
		SECTION 1.1. Collections and Disbursements. In connection with each Lease of an Aircraft Asset
		under which any Person within the GAL Group is the lessor, the Servicer
		will:
	 

	 
		(a) invoice the Lessee or otherwise arrange,
		as the Servicer deems reasonably appropriate, on behalf of such Person within
		the GAL Group, for all payments due from the Lessee, including Rents, Deposits,
		Utilization Rent, Aircraft redelivery payments, late payment charges and any
		payments in respect of Taxes and other payments (including technical,
		engineering, insurance and other recharges) due under the relevant Lease, use
		reasonable commercial efforts to direct the Lessee, subject to the terms of the
		Lease, to make such payments to such account designated as the
		“Collections Account” in Schedule 4.03 to the Servicing
		Agreement (the relevant details of such Collections Account being set forth in
		such Schedule) or to such other accounts as specified in writing by the Manager
		and use reasonable commercial efforts to enforce the payment thereof in the
		event of a nonpayment by the relevant due date;
	 

	 
		(b) review from time to time, as deemed
		necessary by the Servicer, the level of Rents, Deposits, Utilization Rent and
		other amounts that may be adjusted under a Lease (and to the extent they are
		provided to be adjusted pursuant to the provisions of such Lease) and shall
		propose to the relevant Lessee and/or make such adjustments to the Rents,
		Deposits, Utilization Rent and other amounts as are required or that the
		Servicer otherwise deems reasonably appropriate considering, among other
		things, the terms of the relevant Lease and practices that the Servicer
		believes are prevalent in the operating lease market;
	 

	 
		(c) subject to the timely receipt by the
		Servicer of the information related to the receipt of all payments made
		pursuant to any Lease into any Bank Account, maintain appropriate records
		regarding payments under the Leases;
	 

	 
		(d) subject to the terms of any applicable
		Aircraft Assets Related Document, take such commercially reasonable actions as
		are necessary to apply any payments of any type received from any Lessee, or to
		make any payments payable to a Lessee, on a basis consistent with the
		directions of such Lessee and, to the extent that any such payments are made to
		an account other than the account to which such payment should have been
		directed pursuant to such Lessee’s direction, to take such further
		commercially reasonable actions as are necessary to give effect to such
		directions; provided, however, that,
		in the event a Lessee is in default under a Lease or a Lessee is subject to a
		voluntary or involuntary bankruptcy, liquidation, receivership or other similar
		proceeding, the Servicer will advise GAL of how funds received from such Lessee
		were applied to the extent that such funds were applied to leases relating to
		both Aircraft Assets and Other Assets; and
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-1
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		(e) provide for the safekeeping and
		recording of any letters of credit, guarantees or other credit support (other
		than cash and cash equivalents) held as part of Deposits or Utilization Rent
		and the timely renewal or drawing on or disbursement thereof as provided under
		the applicable Lease or other Aircraft Assets Related Document or otherwise in
		accordance with Section 1.5 of this Schedule 2.02(a).
	 

	 
		SECTION 1.2. Maintenance.
		Subject to the availability of adequate funding to comply with the obligations
		under this Schedule 2.02(a) and the Servicing Agreement, the Servicer will
		perform the following technical services relating to the maintenance of the
		Aircraft Assets:
	 

	 
		(a) monitor the performance of maintenance
		obligations by Lessees under all Leases relating to the Aircraft Assets by
		including the Aircraft Assets in the Servicer’s technical audit program,
		which program entails, to the extent feasible in a reasonable commercial manner
		in the ordinary course under the terms of the applicable Lease, the review of a
		Lessee’s technical recordkeeping procedures, the collection of summary
		maintenance data on each Aircraft Asset and, to the extent the Servicer deems
		reasonably necessary or appropriate, physical inspection of the Aircraft Assets
		on a sampling basis consistent with procedures employed from time to time by
		GECAS and its Affiliates with respect to their own or other serviced
		Aircraft;
	 

	 
		(b) confirm the air authority approval
		status of a Lessee’s proposed maintenance program and proposed maintenance
		performer under any new Lease of any Aircraft Assets under which any Person
		within the GAL Group is, or following the delivery of the related Aircraft
		Asset will be, the lessor;
	 

	 
		(c) in connection with a termination or
		expiration of a Lease under which any Person within the GAL Group is, or
		following the delivery of the related Aircraft Asset will be, the
		lessor:
	 

	 
		(i) arrange for the appropriate technical
		inspection of the Aircraft Asset for the purpose of determining if the
		re-delivery conditions under the Lease have been satisfied;
	 

	 
		(ii) maintain a record of all material
		reports and other written materials (including any relevant reconciliation
		statements) received or generated by the Servicer in connection with such
		inspection and provide reasonable access to such reports and written materials
		to the relevant Persons within the GAL Group;
	 

	 
		(iii) on the basis of the final inspection
		and available records, determine whether the Lessee has complied with all
		required airworthiness directives and mandatory modifications, and establish
		the status of compliance with Airframe and Engine manufacturer service
		bulletins and Lessee-originated modifications undertaken, in each case with
		respect to the Aircraft Asset and as required by the Lease;
	 

	 
		(iv) (A) determine whether the Lessee has
		satisfied the re-delivery conditions applicable to the Aircraft Asset specified
		in the Lease and negotiate any modifications, repairs, refurbishments,
		inspections or overhauls to or compromises of such conditions that the Servicer
		deems reasonably necessary or appropriate, (B) determine the application
		of any available Deposits, Utilization Rent or other payments under the Lease
		and (C) maintain a record of the satisfaction of such conditions and
		accept re-delivery of the Aircraft Asset; and
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)- 2
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		(v) determine the need for, procure and
		monitor (as provided in clause (a) above) the performance of any
		maintenance and refurbishment of the Aircraft Asset upon re-delivery, including
		compliance with applicable airworthiness directives, service bulletins and
		other modifications which the Servicer may deem reasonably necessary or
		appropriate for the marketing of the Aircraft Asset;
	 

	 
		(d) consider and, to the extent the Servicer
		deems reasonably necessary or appropriate, approve any Lessee-originated
		modifications to any Aircraft Asset submitted by any Lessee for
		approval:
	 

	 
		(i) to the extent authorized by the terms of
		the relevant Lease; or
	 

	 
		(ii) which the Servicer reasonably
		determines would not result in a material diminution in value of the Aircraft
		Asset or the interests of any Person within the GAL Group; or
	 

	 
		(iii) which are approved by GAL;
	 

	 
		(e) determine the amount (if any) that the
		relevant Person within the GAL Group is obliged to contribute pursuant to the
		provisions of a Lease (taking into account where applicable the amount of
		Utilization Rent paid with respect to such Lease and the receivables position
		of the related Lessee) to the cost of complying with any modification
		requirements, maintenance contribution requirements, redelivery condition
		payment requirements, airworthiness directives and similar requirements;
		and
	 

	 
		(f) arrange and supervise appropriate
		storage and any required on-going maintenance of any Aircraft Asset, at the
		expense of the relevant Person within the GAL Group, following termination of a
		Lease for any reason and re-delivery of the Aircraft Asset thereunder and prior
		to delivery of such Aircraft Asset to a new lessee or purchaser, on the most
		economic basis reasonably available and appropriate under the
		circumstances.
	 

	 
		The Servicer shall generally provide the
		technical/maintenance services set forth in this Section 1.2 through the
		use of its own staff where it shall deem appropriate and shall utilize third
		parties to provide such technical/maintenance services where it shall deem
		appropriate.
	 

	 
		SECTION 1.3. Insurance.
	 

	 
		(a) The Servicer will provide the following
		insurance services:
	 

	 
		(i) negotiate the insurance provisions of
		any proposed lease or other agreement affecting any of the Aircraft Assets,
		with such provisions to include such minimum coverage amounts with respect to
		hull and liability insurance as are set forth on Annex 1 to the Servicing
		Agreement, as the same may be amended from time to time at the direction of GAL
		(but in no event shall any amendment adversely affect the right of the Servicer
		to be insured under general and war risk liability policies acceptable to it
		with the minimum amounts specified herein); provided,
		however, that, if an agreement with respect to hull or
		liability insurance, if any, cannot be reached with any particular Lessee
		pursuant to which such Lessee will procure and pay the premiums for such
		insurance in amounts consistent with the foregoing, the Servicer may still
		cause the applicable Person in the GAL Group to enter into such proposed lease
		or other agreement, but in which case the Servicer shall arrange for any
		shortfall in the required 
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)- 3
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		amount of insurance to be covered, at the
		expense of GAL, pursuant to arrangements entered into pursuant to
		clauses (iii) and (v) of this Section 1.3(a);
	 

	 
		(ii) monitor the performance of the
		obligations of Lessees relating to insurance under Leases of any Aircraft
		Assets and, where practicable, ensuring that appropriate evidence of insurance
		exists with respect to any Aircraft Assets maintenance providers;
	 

	 
		(iii) source and arrange an aviation
		insurance program covering the Aircraft Assets (it being understood that such
		program may be arranged pursuant to a group policy covering both Aircraft
		Assets and Other Assets the premiums in respect of which are shared equitably
		based on the amount of insurance obtained and premium paid thereunder with
		respect to the covered Aircraft Assets, on the one hand, and the Other Assets,
		on the other hand; provided that
		the Servicer is not obligated to arrange such a group policy and that GAL
		acknowledges that (A) such group policy may not result in any savings; and
		(B) the Servicer’s current practice is to include the Other Assets
		serviced for other third parties under a different group policy than that for
		Other Assets serviced for GE Capital and its Affiliates), with such minimum
		coverage amounts with respect to hull and liability insurance as are set forth
		on Annex 1 to the Servicing Agreement, as the same may be amended from time to
		time at the direction of GAL;
	 

	 
		(iv) procure such repossession insurance for
		Aircraft Assets registered in those countries listed on Annex 1 to the
		Servicing Agreement (which list has been established by GAL and may be modified
		from time to time by GAL) and with such minimum coverage amounts with respect
		to hull insurance as are set forth on Annex 1 to the Servicing Agreement, as
		the same may be amended from time to time at the direction of GAL;
		provided, however, that,
		if an agreement with respect to repossession insurance, if any, cannot be
		reached with any particular Lessee pursuant to which such Lessee will pay the
		premiums for such insurance in amounts consistent with the foregoing, the
		Servicer may still cause the applicable Person in the GAL Group to enter into
		such proposed lease or other agreement, but in which case the Servicer shall
		pay any premiums to the extent unpaid by the Lessee, at the expense of GAL;
		and
	 

	 
		(v) if at any time any Aircraft Asset ceases
		to be insured or any Person within the GAL Group requires insurance coverage
		relating to an Aircraft Asset for any reason, including default by the Lessee
		or an Aircraft Asset not being leased upon termination of a Lease, the Servicer
		will procure, at the expense of the relevant Person within the GAL Group,
		alternative insurance coverage, with such minimum coverage amounts with respect
		to hull and liability insurance as are set forth on Annex 1 to the Servicing
		Agreement, as the same may be amended from time to time at the direction of
		GAL; 
	 

	 
		provided, however, that,
		in each case where insurance is to be obtained by the Servicer, such insurance
		is reasonably available in the relevant insurance market and the Servicer shall
		have used reasonable sourcing techniques prior to obtaining such insurance;
		provided, further,
		however, that the Servicer shall not obtain or shall terminate, as the case may
		be, any such insurance (except liability insurance and war risk liability
		insurance in favor of the Servicer and its Affiliates) with respect to which
		the Servicer has been so instructed by GAL because GAL has determined that the
		rates for such insurance are not commercially reasonable. The foregoing
		provisions shall apply, mutatis
		mutandis, to any arrangements in which Persons other than
		Lessees have possession of, or insurance responsibility for, an Aircraft Asset
		
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)- 4
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		(including in the event that an Aircraft
		Asset has been sold pursuant to a mortgage, deferred payment agreement or any
		similar arrangement).
	 

	 
		(b) The Servicer may engage, on behalf of,
		and for the benefit and at the expense of, any Person within the GAL Group, one
		or more Advisers and Brokers, each of whom:
	 

	 
		(i) may also act in the same or similar
		capacities for the Servicer and its Affiliates;
	 

	 
		(ii) shall take directions from the Servicer
		(as authorized by the Servicing Agreement) in respect of the Aircraft Assets;
		and
	 

	 
		(iii) may act on behalf of any Person within
		the GAL Group in respect of any of their other insurance requirements, if
		requested to do so by any such Person within the GAL Group.
	 

	 
		The Servicer shall be entitled to rely
		reasonably on the actions taken by or recommendations of any such Adviser and
		Broker, subject to the terms of the relevant Lease. The Servicer will obtain
		such advice from the relevant Adviser or Broker or both, as it deems
		appropriate, as to the reasonableness of any insurance arrangements proposed by
		a Lessee, and as to the levels and types of insurance to be provided by a
		Lessee or to be arranged by the Servicer, for any of the Aircraft Assets.
		Except to the extent the Servicer can effect more cost efficient coverage under
		fleet or group policies, the Servicer will use reasonable commercial efforts to
		maintain separate and distinct customer relationships with such Advisers or
		Brokers when acting on behalf of any Person within the GAL Group, on the one
		hand, and when acting on its own behalf or on behalf of other Persons not
		within the GAL Group whose aircraft assets it manages, on the other hand. Any
		such insurance obtained by the Servicer shall include as the named insured
		thereunder, such Persons as are required to be designated as named insureds
		pursuant to paragraph 6 of Annex 1 to the Servicing Agreement.
	 

	 
		(c) The Servicer shall provide to GAL such
		periodic reports regarding insurance matters relating to the Aircraft Assets as
		GAL may reasonably request.
	 

	 
		SECTION 1.4. Administration.
		The Servicer shall administer each Lease in accordance with its terms and as
		otherwise specifically addressed herein.
	 

	 
		SECTION 1.5. Enforcement. The
		Servicer shall take commercially reasonable steps to enforce the obligations to
		the relevant Person within the GAL Group of the Lessee and any other parties
		under each Lease and under any ancillary agreements thereto delivered by GAL to
		the Servicer (including any guarantees of the obligations of the Lessee).
		Following any default by a Lessee under the applicable Lease, the Servicer will
		take all such commercially reasonable steps as it deems reasonably necessary or
		appropriate to preserve and enforce the rights of the relevant Person within
		the GAL Group under the applicable Lease, including entering into negotiations
		with such Lessee with respect to the restructuring of such Lease or declaration
		of an event of default under the applicable Lease, drawing on or making
		disbursement of any Deposits, Utilization Rent or any letters of credit,
		guarantees or other credit support thereunder, voluntary or involuntary
		termination of the Lease and repossession of the Aircraft Asset that is the
		subject of the Lease, and pursuing such legal action with respect thereto as
		the Servicer deems reasonably necessary or appropriate.
	 

	 
		SECTION 1.6. Lease Modifications. (a) The Servicer shall be authorized to make such
		amendments and modifications to any Lease as it shall deem reasonably necessary
		or appropriate; provided, however, that
		such amendment or modification shall require the approval of GAL pursuant to
		
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)- 5
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		Section 7.04(a) of the Servicing
		Agreement if the provisions of such amendment or modification, were they to be
		included in a new Lease to be entered into after the date hereof, would, on
		their own, cause the entering into of such new Lease to require the approval of
		GAL pursuant to Section 7.04(a)(ii) of the Servicing Agreement. Such
		amendments or modifications may be made without regard to whether there is a
		default by the Lessee or other party under or with respect to any such
		Lease.
	 

	 
		(b) The Servicer may waive, in good faith
		but sole discretion, overdue interest due from any Lessee under any Lease on
		any default in payment of rent, Utilization Rent or other amount
		thereunder.
	 

	 
		SECTION 1.7. Options and Other Rights. The Servicer shall be authorized to take such action
		as it shall deem reasonably necessary or appropriate with respect to:
	 

	 
		(a) the exercise by any Lessee or other
		party of any option or right affecting the applicable Aircraft Asset or the
		applicable Lease, consistent with the terms of any such option or right;
		and
	 

	 
		(b) the exercise on behalf of any Person
		within the GAL Group of any right or option that such Person may have with
		respect to any of the Aircraft Assets or the Leases.
	 

	 
		SECTION 2. Compliance with Covenants;
		Security Interests.
	 

	 
		SECTION 2.1. Compliance Generally. (a) Subject to the availability to the Servicer of
		adequate funding to comply with its obligations under this
		Schedule 2.02(a) and the Servicing Agreement, the Servicer shall take such
		commercially reasonable actions as it shall deem reasonably necessary or
		appropriate to keep GAL in compliance with its obligations and covenants under
		the Credit Agreement as and to the extent set forth on
		Schedule 2.02(a)(i), as amended from time to time, and solely to the
		extent that such obligations and covenants specifically and directly relate to
		the Services, excluding, in any case, (i) any reporting obligations in
		respect of any of the foregoing and (ii) any payment or monetary
		obligations; provided, however, that
		the foregoing shall only apply to (A) the Credit Agreement covenants that are
		set forth (or, in certain cases, appear as extracts) on
		Schedule 2.02(a)(i) to the Servicing Agreement, to the extent that each
		provision set forth (or extracted) on such Schedule includes the relevant
		section references for each such provision from the Credit Agreement, and which
		(together with the definitions for any capitalized terms used therein) are set
		forth in full in a copy of the Credit Agreement delivered by GAL to the
		Servicer, certified by GAL as a true and complete copy thereof (and GAL shall
		promptly provide the Servicer with all amendments, supplements and waivers
		thereto, so certified), and GAL shall provide to the Servicer any instructions
		the Servicer may require in the interpretation of the Credit Agreement, on
		which instructions the Servicer shall be entitled to rely in all respects and
		(B) the Credit Agreement covenants first coming into effect (including
		through amendments or modifications) after the date of the Servicing Agreement
		that are reasonably acceptable to the Servicer, or which GAL shall from time to
		time notify the Servicer in writing, in reasonably specific detail the Credit
		Agreement by amendment to such Schedule 2.02(a)(i) and that are reasonably
		acceptable to the Servicer.
	 

	 
		(b) Nothing in this Schedule 2.02(a) or
		elsewhere in the Servicing Agreement shall be deemed to constitute or be
		construed as (i) a delegation or other transfer to, or an assumption by,
		the Servicer or any of its Affiliates of any obligations of any Person within
		the GAL Group to make any payment to any Lessee or other Person, or to comply
		with any other monetary obligation, under any Lease or other contract of any
		Person in the GAL Group or (ii) a transfer to the Servicer or any of its
		Affiliates of any right, title or interest in any Lease or related agreement or
		any Aircraft Asset covered thereby.
	 

	 
		SECTION 2.2. Concentration Thresholds.
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-6
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		(a) Concentration
		Thresholds Generally. The Servicer
		shall use reasonable commercial efforts to comply with the covenants
		specifically relating to limitations on Lessee concentration set forth in the
		Credit Agreement in connection with entering into a Lease hereunder as and to
		the extent such limitations are attached in Annex 2 hereto and notified from
		time to time to the Servicer by GAL, or the Manager on behalf of GAL, as
		hereinafter provided (“Concentration Limits”).
	 

	 
		(b) Present Concentration Limits. GAL hereby represents and warrants to the Servicer
		that set forth in Annex 2 to the Servicing Agreement are the Concentration
		Limits (including, following each provision set forth in such Annex, the
		relevant section references for each such provision from the Credit Agreement)
		presently imposed under the Credit Agreement, which Concentration Limits
		(together with the definitions for any capitalized terms used therein) are set
		forth in a full copy of the Credit Agreement delivered by GAL to the Servicer,
		and certified by GAL as a true and complete copy thereof (and GAL shall
		promptly provide the Servicer with all amendments, supplements and waivers
		thereto, so certified). GAL, or the Manager on its behalf, shall provide to the
		Servicer, within three (3) Business Days after the Servicer’s request,
		certification in reasonable detail of the Concentration Limits then in effect.
		The Servicer may rely without investigation on any such certification of the
		Concentration Limits, including in connection with its entering into any letter
		of intent or other similar preliminary document concerning a proposed Lease of
		an Aircraft Asset and such certification shall stay in effect and be applicable
		to the Lease that is the subject of such preliminary document notwithstanding
		any change in the Concentration Limits thereafter unless the Lease that is the
		subject of such letter of intent or other preliminary document is not entered
		into within twelve (12) months of the date of such certification. GAL, or the
		Manager on its behalf, shall also provide any instructions the Servicer may
		require in the interpretation of such Concentration Limits, on which
		instructions the Servicer shall be entitled to rely in all respects.
	 

	 
		(c) Directions to Servicer. The Servicer shall not enter into any Lease
		transaction until or unless GAL has provided a written certification to the
		Servicer to the effect that such transaction as initially proposed in the
		preliminary document therefor (or if there is no such preliminary document the
		Lease itself) will not result in any violation of the Concentration Limits, and
		the Servicer shall be entitled to rely upon such certification for all purposes
		of the Servicing Agreement and this Schedule 2.02(a), as provided and for the
		time period set forth in Section 2.2(b) above.
	 

	 
		SECTION 2.3. Security Interests and International
		Interests. (a) Security Interests. In connection with the obligation of any Person within
		the GAL Group under the Security Trust Agreement to perfect any security
		interest granted by it in its right, title and interest in and to any Lease
		pursuant to the Security Trust Agreement (an “Assigned Lease”), the Servicer’s sole responsibility in
		respect thereof shall be to take the following actions with respect to each
		Assigned Lease: (1) seek advice from local counsel in the jurisdiction where
		the related Aircraft Asset is registered as to what actions would be
		customarily taken in such jurisdiction to perfect the security interest created
		in such Assigned Lease pursuant to the Security Trust Agreement and to use
		commercially reasonable efforts to implement such advice, (2) create an
		original chattel paper copy of such Assigned Lease by adding the following
		language to the cover of such Assigned 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 
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-7
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		other parties identified on the signature
		pages thereof”, and (3) no later than ten days after the execution of
		such Assigned Lease by all the parties thereto, deliver such original chattel
		paper copy (which, by way of clarification, shall not include the signature or
		the receipt therefor of the Security Trustee) to a courier service for delivery
		to the Security Trustee at Deutsche Bank Trust Company Americas, Attention:
		Structured Finance Services / Trust & Agency Services, 60 Wall Street, New
		York, New York 10005, (4) notify the Lessee in writing of the security
		assignment of such Assigned Lease to the Security Trustee pursuant to the
		Security Trust Agreement (which notice may be contained in such Assigned
		Lease), (5) obtain from the Lessee a written acknowledgment addressed to, or
		for the benefit of, the Security Trustee (A) acknowledging receipt of
		notification of such security assignment and (B) containing the agreement
		of the Lessee to continue to make all payments required to be made to the
		lessor under such Assigned Lease to the account specified in such Assigned
		Lease unless and until the Security Trustee otherwise directs (it being
		understood that the account specified in such Assigned Lease will be the
		account specified by the Manager to the Servicer as contemplated by Section
		1.1(a) of this Schedule 2.02(a)) and (6) take such other action as GAL
		shall have reasonably requested and described in reasonable detail in a written
		notice to the Servicer. Notwithstanding the foregoing, the Servicer shall have
		no obligation to take any action specified in the prior sentence of this
		Section 2.3(a) with respect to any Assigned Lease or any supplement or
		amendment thereto that was executed before the related Aircraft became an
		Aircraft Asset (it being the expectation of the parties hereto that such action
		will be taken by the seller of any Aircraft Asset related to such Assigned
		Lease to any Person within the GAL Group). In connection with any Assigned
		Lease, GAL will cooperate with the Servicer in obtaining a letter of quiet
		enjoyment with respect to such Assigned Lease referred to in the final sentence
		of Section 2.08(b) of the Security Trust Agreement.
	 

	 
		(b) International Interests. In connection with the obligation of any Person within
		the GAL Group under the Security Trust Agreement to register at the
		International Registry any International Interest constituted by under any
		Assigned Lease, the Servicer’s sole responsibility in respect thereof
		shall be to direct the International Registry administrator of the Person
		within the GAL Group that is lessor under such Assigned Lease to register such
		International Interest with the International Registry and seek the consent of
		the Lessee to such registration. In connection with the obligation of any
		Person within the GAL Group under the Security Trust Agreement to register the
		assignment to the Security Trustee of any International Interest constituted by
		any Assigned Lease of an Aircraft, the Servicer’s sole responsibility in
		respect thereof shall be to, upon request by the Security Trustee, direct the
		International Registry administrator of the Person within the GAL Group that is
		lessor under such Lease to consent to the registration of the assignment in
		favor of the Security Trustee of any International Interest that has been
		registered with the International Registry in respect of such Assigned Lease
		and is then held by a Person with the GAL Group, and request the consent of the
		lessee under such Assigned Lease to such assignment (which consent may be set
		forth in the Assigned Lease). In connection with the obligation of any Person
		within the GAL Group under the Security Trust Agreement to register any
		contract of sale with respect to an Aircraft Asset, the Servicer’s sole
		responsibility in respect thereof shall be to direct the International Registry
		administrator of the Person within the GAL Group that is a party to such
		contract of sale to register such contract of sale with the International
		Registry and seek the consent of the other party to such contract of sale to
		such registration. In connection with the obligation of any Person within the
		GAL Group under the Security Trust Agreement to register any contract of sale
		with respect to an Aircraft Asset, the Servicer’s sole responsibility in
		respect thereof shall be to, upon request by the Security Trustee, direct the
		International Registry administrator of the Person within the GAL Group that is
		owner of such Aircraft Asset to consent to the registration in favor of the
		Security Trustee of such contract of sale with the International
		Registry.
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-8
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		SECTION 3. Lease Marketing.
	 

	 
		(a) The Servicer shall provide and perform
		lease marketing services with respect to the Aircraft Assets and in connection
		therewith is authorized:
	 

	 
		(i) to negotiate and enter into any
		commitment for a lease of an Aircraft Asset in the name of the relevant Person
		within the GAL Group; and
	 

	 
		(ii) to include within any commitment for a
		Lease of an Aircraft Asset and/or effect any intermediate Lease or Leases
		through any Person within the GAL Group that the Servicer deems reasonably
		necessary or appropriate.
	 

	 
		(b) The Servicer shall commence the
		negotiation of any commitment for a Lease or Leases of Aircraft Assets in a
		manner consistent with the practices employed by the Servicer with respect to
		its aircraft operating leasing services business generally and shall commence
		the drafting of, and negotiation with respect to, any Leases for Aircraft
		Assets on the following basis:
	 

	 
		(i) in the case of any proposed Lessee that
		is not and has not been a lessee of an aircraft managed or serviced by the
		Servicer, the Servicer shall commence the drafting of, and negotiation with
		respect to, a Lease for Aircraft Assets based on the form of lease agreement or
		agreements then used by the Servicer in connection with its aircraft operating
		leasing services business generally, which form shall comply with the Core
		Lease Provisions (as such form of lease shall be amended from time to time by
		the Servicer, the “GAL Pro Forma
		Lease”); and
	 

	 
		(ii) in the case of any proposed Lessee that
		is or was a lessee of an aircraft managed or serviced by the Servicer, the
		Servicer may commence the drafting of, and negotiation with respect to, a Lease
		for Aircraft Assets based on a form of lease substantially similar to the lease
		previously used with respect to such Lessee (the “Precedent Lease”).
	 

	 
		Provided that the Servicer commences the
		negotiation of a Lease of any Aircraft Asset in accordance with
		clauses (b)(i) and (b)(ii) above, the terms of any executed Lease may vary
		from the terms of the GAL Pro Forma Lease or the Precedent Lease employed by
		the Servicer in accordance with such clauses. Section 3(b) shall not be
		applicable to the negotiation with respect to, or execution of, any Lease for
		Aircraft Assets in which negotiations commenced on or prior to the Closing
		Date. The Servicer is authorized to execute and deliver binding leases and
		related agreements on behalf of the relevant Person within the GAL Group based
		on the foregoing procedures.
	 

	 
		(c) Upon ten Business Days’ prior
		written notice from GAL requesting a copy of the then current GAL Pro Forma
		Lease (the “Annual
		Review”), the Servicer shall
		provide GAL with a copy of its then current GAL Pro Forma Lease, together with
		a copy thereof marked (with such marking to be accomplished only if, and to the
		extent, possible with the then current word processing software employed by the
		Servicer and, for the avoidance of doubt, not manually) to reflect changes from
		the version of the GAL Pro Forma Lease utilized previously or as of the Closing
		Date (a copy of which shall have been delivered to GAL on or before the Closing
		Date) in the case of the first such Annual Review.
	 

	 
		(d) The Servicer shall take such reasonable
		commercial actions as shall be reasonably necessary or appropriate to deliver
		any Aircraft Asset pursuant to the terms of the 
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-9
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		documentation of the Lease or Leases of such
		Aircraft Asset, including upon an extension of such Leases.
	 

	 
		(e) The Servicer shall generally provide the
		marketing services set forth in this Section 3 through the use of its own
		marketing staff where it shall deem appropriate and shall utilize third parties
		to provide such marketing services where it shall deem appropriate, provided,
		that no such utilization shall release the Servicer from any of its obligations
		under the Servicing Agreement.
	 

	 
		SECTION 4. Sales of Aircraft and
		Engines.
	 

	 
		(a) The Servicer shall provide and perform
		sales services with respect to the Aircraft Assets at, and on a basis
		consistent with, the direction from time to time of GAL, and, in connection
		therewith, is authorized:
	 

	 
		(i) to enter into any commitment for a sale
		of an Aircraft Asset on behalf and (through a power of attorney) in the name of
		the relevant Person within the GAL Group; and
	 

	 
		(ii) to include within any sale and effect
		any intermediate Lease or Leases through any Person within the GAL Group that
		the Servicer deems reasonably necessary or appropriate;
	 

	 
		provided, however, that,
		except as otherwise required in accordance with the terms of a Lease, the
		Servicer shall not enter into any sale of any Aircraft Asset or agreement to
		sell any Aircraft Assets without obtaining the approval of GAL pursuant to
		Section 7.04(a) of the Servicing Agreement.
	 

	 
		(b) The Servicer shall negotiate
		documentation of any sale and, subject to Section 4(a) of this
		Schedule 2.02(a), is authorized to execute and deliver binding agreements
		on behalf and (through a power of attorney) in the name of the relevant Person
		within the GAL Group.
	 

	 
		(c) The Servicer shall take such reasonable
		commercial actions as shall be reasonably necessary or appropriate to deliver
		any Aircraft Asset pursuant to the terms of the documentation of the
		sale.
	 

	 
		(d) In the event that GAL directs the
		Servicer to sell or arrange for the sale of any Aircraft Asset, the Servicer
		will not be required to take any such action until GAL shall provide the
		Servicer with an Officer’s Certificate, substantially in the form attached
		as Schedule 2.02(a)(ii) to the Servicing Agreement, certifying that such
		sale complies with the terms of the Credit Agreement and that the Servicer is
		entitled to rely upon such certification for all purposes of the Servicing
		Agreement and this Schedule 2.02(a).
	 

	 
		(e) Notwithstanding any other provision in
		Section 7.04 of the Servicing Agreement to the contrary, the Servicer
		shall be permitted to purchase, sell or exchange any Engine relating to an
		Aircraft or any part or components thereof or spare parts or ancillary
		equipment or devices furnished with an Aircraft at such times and on such terms
		and conditions as the Servicer deems reasonably necessary or appropriate in
		connection with its performance of the Services; provided,
		however, the Servicer shall not be permitted to purchase, or
		enter any order to purchase, Engines or spare parts (y) in a quantity in
		excess of that quantity deemed by the Servicer as appropriate in connection
		with the operation, leasing or sale of such the Aircraft Assets without
		obtaining the
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-10
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		prior written consent of GAL, or (z) if
		the net (after credit for any exchanges, replacements or similar items) cash
		out-of-pocket purchase price of such Engine exceeds $3,000,000.
	 

	 
		SECTION 5. Aircraft
		Acquisitions.
	 

	 
		SECTION 5.1. Acquisitions.
		For purposes of clarification, while GAL shall in its sole discretion be
		entitled to acquire any Additional Aircraft, the Servicer shall have no
		obligations under this Agreement with respect to the acquisition of any
		Aircraft except to the extent expressly set forth in Section 5.2 and
		subject to the conditions in Sections 2.02(h) and 2.03(g) of the Servicing
		Agreement.
	 

	 
		SECTION 5.2. Other Acquisition Activities. Except as otherwise provided in Section 2.03(g)
		of the Servicing Agreement, the Servicer shall not be required to assist in the
		solicitation of, or otherwise take any action to obtain, any acquisition of any
		Aircraft, Engine or other property or any lessee consents and/or novations in
		connection with the acquisition of any Aircraft Assets or the issuance of
		Indebtedness or equity (it being the expectation of the parties hereto that the
		obtaining of any lessee consents and/or novations with respect to any Aircraft
		Asset shall be the responsibility of the seller of such Aircraft Asset to any
		Person within the GAL Group). The parties hereto acknowledge that
		Section 2.03 of the Servicing Agreement deals with, among other things,
		the Servicer’s involvement in the issuance of additional Indebtedness or
		equity.
	 

	 
		SECTION 6. [Intentionally Left
		Blank].
	 

	 
		SECTION 7. Aircraft Asset Cash
		Services.
	 

	 
		SECTION 7.1. Accounts and Account Information.
	 

	 
		(a) Existing Accounts. In the event that the Manager desires to modify any of
		the arrangements relating to any of the bank accounts set forth on
		Schedule 4.03 to the Servicing Agreement (the “Existing Accounts”) in accordance with Section 2.03 of the
		Management Agreement, GAL shall cause the Manager to (i) deliver a
		certificate to the Servicer specifying in reasonable detail the modifications
		to be made with respect to any such Existing Accounts and certifying that any
		such modifications are in accordance with the applicable provisions of the
		applicable Credit Document and the Management Agreement and (ii) transmit
		instructions to the relevant banking institution to effect such modifications
		and shall take such other actions as are incidental thereto in order to give
		effect to the foregoing.
	 

	 
		(b) New Accounts.
		The Servicer shall notify the Manager in the event that any new bank accounts
		need to be established on behalf of any Person within the GAL Group in
		connection with a Lease and shall set forth in reasonable detail the
		(i) identity of the Lessee, (ii) Aircraft Assets subject to such
		Lease and (iii) jurisdiction of the Lessee and in which such Aircraft
		Assets are to be registered. Following receipt of such notice from the
		Servicer, GAL shall cause the Manager promptly to (i) deliver a
		certificate to the Servicer specifying (v) the name and location of the
		bank at which such account will be established, (w) the name(s) in which
		such account will be established, (x) the names of the beneficiaries of
		such account, (y) the names of the Persons authorized to make withdrawals
		from such account and (z) such other information (including with respect
		to any security arrangements) as the Manager deems appropriate and certifying
		that the establishment of such account is in accordance with the applicable
		provisions of the applicable Credit Document and the Management Agreement and
		(ii) transmit instructions to the relevant banking institution to effect
		the establishment of such account and shall take such other actions as are
		incidental thereto in order to give effect to the foregoing (the
		“New Accounts”; and, together with the Existing Accounts, the
		“Bank Accounts”). 
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-11
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		SECTION 7.2. Cash Transfers.
		(a) In the event that funds are required to be transferred from any Bank
		Account to the account of another Person (other than any Person within the GAL
		Group) in order to give effect to the directions of any Lessee in accordance
		with Section 1.1(d) of this Schedule 2.02(a), the Servicer shall
		provide the Manager with written notice setting forth the (i) name of the
		transferor, (ii) name of the transferee, (iii) accounts from and to
		which funds are to be transferred, (iv) amounts to be transferred,
		(v) amount of the initial payment from or to the Lessee and
		(vi) anticipated date of transfer. No later than the next following
		Business Day, GAL shall cause the Manager to notify the Servicer in writing
		whether the proposed transfer will be made on such anticipated date of transfer
		or on another stated date. GAL shall instruct the Manager to cause such
		transfer to be made on such date in accordance with the terms of the written
		notice provided by the Servicer.
	 

	 
		(b) It is understood and agreed that (i) all
		decisions as to any transfers contemplated by Section 7.2(a) shall be the
		decisions and responsibility of the Manager, as the case may be, and not the
		decisions and responsibility of the Servicer (and the Servicer shall not be
		subject to any other responsibilities not specified in this Section 7 or
		any liability whatsoever for any such transfers or any decisions of the
		Manager, as the case may be, related thereto) and (ii) the Servicer shall
		have no responsibility as to the actions taken (or omitted) by any banking
		institution upon receipt of any payment instruction from the Manager, as the
		case may be, in accordance with the procedures set forth in this
		Section 7.
	 

	 
		SECTION 7.3 Payments. 
	 

	 
		(a) Anticipated Payments. For purposes of the calculation of Borrower Expenses
		amounts by the Manager pursuant to Section 2.03 of the Management Agreement,
		not less than two Business Days after each Calculation Date, the Servicer shall
		deliver to the Manager a written projection of payment obligations (including
		projected expenditures (including maintenance contribution payments,
		airworthiness directive payments and redelivery condition payments), or return
		to Lessees of security deposits in accordance with the terms of any Lease)
		reasonably anticipated by the Servicer to be necessary to be paid in connection
		with the Servicer’s performance of the Services under the Servicing
		Agreement during the period extending from the Payment Date immediately
		following such Calculation Date through to the next succeeding Payment Date
		(the “Monthly Payment
		Period”). Not later than two
		Business Days prior to the date of each cash payment, the Servicer shall
		deliver to the Manager a written notice of such payment (whether or not such
		cash payment was reflected in the projection referred to in this
		Section 7.3(a)), and shall state (i) the anticipated date of such
		payment, (ii) the payee, (iii) the amount of such payment and
		(iv) the obligation in respect of which such payment is to be made (the
		“Stated Services
		Obligation”), with an appropriate
		notation if, and to what extent, if any, such payment should be made from the
		Security Deposit Account or the Supplemental Rent Account. No later than the
		Business Day prior to such anticipated date of payment, GAL shall instruct the
		Manager to notify the Servicer in writing whether the proposed payment will be
		made on such anticipated date or on another stated date. GAL shall instruct the
		Manager to pay or cause such payment to be made on such date to the payee for
		the Stated Services Obligation from the funds then available in the Collections
		Account and/or the Security Deposit Account and/or the Supplemental Rent
		Account or otherwise, as the case may be.
	 

	 
		(b) Unanticipated Payments. During any Monthly Payment Period the Servicer may
		request in writing the Manager’s approval for the Manager to pay or cause
		to be paid expenses that had not been reasonably anticipated by the Servicer at
		the time the projection required to be provided to the Manager pursuant to
		Section 7.3(a) with respect to such Monthly Payment Period was delivered
		to the Manager. Any such request shall specify for each such payment
		obligation
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-12
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		(i) the anticipated date of such
		payment, (ii) the payee, (iii) the amount of such payment and
		(iv) the Stated Services Obligation, with an appropriate notation if, and
		to what extent, such payment should be made from the Security Deposit Account
		or the Supplemental Rent Account. No later than the Business Day next following
		such request by the Servicer, GAL shall instruct the Manager to notify the
		Servicer in writing whether such payment will be made on such anticipated date
		of payment or on another stated date. GAL shall instruct the Manager to pay or
		cause such payment to be made on such date to the payee for the Stated Services
		Obligation from the funds then available in the Collection Account and/or the
		Security Deposit Account and/or the Supplemental Rent Account or otherwise, as
		the case may be. In the event that the funds then available in the applicable
		account are insufficient to make any such payment, pursuant to Section 2.03 of
		the Management Agreement, GAL shall cause the Manager to take such actions as
		are necessary to cause funds sufficient to make any such payments to be
		transferred as soon as practicable to the applicable account, as the case may
		be. Following the transfer of such funds to the applicable account, GAL shall
		cause the Manager to pay or cause such payments to made in accordance with the
		foregoing provisions.
	 

	 
		(c) Limitation on Payments. It is understood and agreed that (i) all
		decisions as to the payment of funds from any Bank Account (including the
		timing, amount and payee thereof) shall be the decisions and responsibility of
		the Manager and not the decisions or responsibility of the Servicer (and the
		Servicer shall not be subject to any other responsibilities not specified in
		this Section 7 or any liability whatsoever for any such payments or any
		decisions of the Manager related thereto) and (ii) the Servicer shall have
		no responsibility as to the action taken (or omitted) by any banking
		institution upon receipt of any payment instructions from the Manager in
		accordance with the procedures set forth in this Section 7 or as to the
		application by any payee of any amounts paid to it from any Bank Account in
		accordance with the procedures set forth in this Section 7, including no
		responsibility as to whether such payee applies such payment toward the Stated
		Services Obligation for which such payment was made.
	 

	 
		SECTION 8. Professional and Other
		Services.
	 

	 
		SECTION 8.1. Legal Services.
		The Servicer shall provide or procure legal services, in all relevant
		jurisdictions, on behalf of the relevant Persons within the GAL Group with
		respect to the lease, sale or financing of the Aircraft Assets, any amendment
		or modification of any Lease, the enforcement of the rights of any Person
		within the GAL Group under any Lease, any disputes that arise with respect to
		the Aircraft Assets or for any other purpose that the Servicer reasonably
		determines is necessary in connection with the performance of the Services. The
		Servicer shall provide such legal services (which services shall not, in any
		case, be deemed to include (i) services or transactions relating to
		taxation matters, the laws of foreign jurisdictions, capital markets
		transactions or novel or unique transactions or (ii) a high level of
		services at fiscal year end or other times of peak activity relative to the
		level of services at other times) by using its in-house legal staff where it
		shall deem appropriate and shall authorize outside counsel to provide such
		legal services where it shall deem appropriate. The Servicer anticipates that
		it will use outside counsel to perform some or all the Services set forth in
		Section 2.3 of this Schedule 2.02(a). GAL recognizes, and shall cause
		each other Person within the GAL Group to recognize, that from time to time the
		Servicer will retain legal counsel to provide legal services on behalf of
		Persons within the GAL Group and, in the event that a dispute arises between
		any Person within the GAL Group and the Servicer, GAL agrees, and shall cause
		each other Person within the GAL Group, to waive any conflict of interest any
		such counsel may have with respect to any such dispute or otherwise to enable
		the Servicer to retain such counsel on its own behalf (it being understood that
		notwithstanding any such waiver of a conflict of interest, any such Persons
		within the GAL Group do not waive any rights to retain any such counsel on its
		own behalf if such counsel is so agreeable).
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-13
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		SECTION 8.2. Tax Services.
		The Servicer shall arrange for such tax services and advice (which may be
		provided by the Servicer’s internal staff, to the extent available) as
		shall be reasonably necessary or appropriate in connection with the structuring
		of lease or sale transactions with respect to the Aircraft Assets or for any
		other purpose that the Servicer reasonably determines is necessary in
		connection with the performance of the Services; provided,
		however, that the Servicer shall not be responsible for
		arranging for any tax services with respect to the preparation of any tax
		returns or the acquisition of any Additional Aircraft or in connection with any
		Offering or other financing.
	 

	 
		SECTION 9. Reports; Custody.
	 

	 
		SECTION 9.1. Monthly Reports.
		On the second (2nd) Business Day after each Calculation Date (or, to the extent
		impracticable, promptly thereafter), the Servicer shall provide to GAL and the
		Manager a written report substantially in the form attached as Exhibit A
		covering the period from the end of the last such report, if any, through and
		including such Calculation Date; provided,
		however, notwithstanding any other provision of this Agreement,
		in no event shall GAL, the Manager or any other Person acting on its behalf
		provide information under or pursuant to the Credit Documents, or to any party
		thereto or their successors or assigns, regarding the specific amounts of Rent,
		Utilization Rent, letters of credit, deposits or other sums payable by a Lessee
		or any other Person under a Lease, or a proposed Lease to be, entered into
		pursuant to this Agreement. 
	 

	 
		SECTION 9.2. Quarterly Reports. The Servicer shall provide written reports to GAL
		within thirty days after the end of each calendar quarter substantially in the
		form of Exhibit B with respect to such calendar quarter; provided,
		however, notwithstanding any other provision of this Agreement,
		in no event shall GAL, the Manager or any other Person acting on its behalf
		provide information under or pursuant to the Credit Documents, or to any party
		thereto or their successors or assigns, regarding the specific amounts of Rent,
		Utilization Rent, letters of credit, deposits or other sums payable by a Lessee
		or any other Person under a Lease, or a proposed Lease to be, entered into
		pursuant to this Agreement.
	 

	 
		SECTION 9.3. Other Information.
	 

	 
		(a) To the extent the Servicer is in
		possession of the relevant information, the Servicer shall prepare and submit
		to GAL the following information with respect to each Person within the GAL
		Group:
	 

	 
		(i) upon request by GAL, information with
		respect to transactions relating to Aircraft Assets necessary for each Person
		within the GAL Group or Genesis to prepare value added tax and other tax
		returns; 
	 

	 
		(ii) promptly after the occurrence thereof,
		notification to GAL of any accident or incident of which the Servicer has
		notice involving any Aircraft Asset where (A) the potential loss in
		connection therewith exceeds the higher of the damage notification threshold
		under the relevant Lease, if any, and $2,000,000 or (B) the potential
		liability in connection therewith exceeds $2,000,000; and
	 

	 
		(iii) advise GAL of any settlement offers
		received by the Servicer with respect to any claim of damage or loss in excess
		of $10,000,000 with respect to an Aircraft Asset, and, upon request by GAL,
		provide GAL with copies of all relevant documentation related thereto and such
		other additional information and advice as GAL may reasonably request and, upon
		direction from GAL that any such settlement offer related thereto is
		acceptable, prepare the appropriate documentation, including releases and any
		indemnities required in connection with such releases, to give effect to
		such
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-14
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		settlement offer and procure the execution
		of such documentation by GAL (it being understood that settlement offers with
		respect to any such claims up to and including $10,000,000 may be settled by
		the Servicer independently).
	 

	 
		(b) Upon request by GAL, the Servicer shall
		provide to GAL copies of any financial statements received by the Servicer from
		any Lessee under and in accordance with the provisions of its Lease of an
		Aircraft Asset.
	 

	 
		(c) Upon request by GAL, the Servicer shall
		provide to GAL such factual non-proprietary and non-confidential information
		and data about the Aircraft Assets that the Servicer has created to provide the
		Services (exclusive of internal correspondence, approval materials, internal
		evaluations and similar information and data) or obtained from Lessees which
		may reasonably be requested by GAL; provided,
		however, that the Servicer shall not be required to provide any
		valuations, interpretations, comparisons, evaluations, opinions, forecasts,
		predictions or analytical analysis.
	 

	 
		SECTION 9.4. Ratings Information. Upon request by GAL, and subject to the rating
		agency’s handling of such information and data pursuant to its
		confidentiality policies, the Servicer shall provide to GAL such information
		and data about the Aircraft Assets that the Servicer has created to provide the
		Services or obtained from Lessees and other commercially reasonable assistance
		relating to the Aircraft Assets as GAL shall deem reasonably necessary or
		appropriate in connection with providing information to the ratings agencies
		for GAL’s debt ratings.
	 

	 
		SECTION 9.5. Custody of Documents. The Servicer agrees to hold all original documents of
		any Person within the GAL Group that relate to the Aircraft Assets in the
		possession of the Servicer in safe custody and according to the commercially
		reasonable instructions of GAL.
	 

	 
		SECTION 9.6. Reporting Obligations Generally. Notwithstanding anything herein to the contrary, GAL
		acknowledges and agrees that it shall be responsible for, and the Servicer
		shall not have any responsibility for, (a) any Compliance Obligations to
		any holders of outstanding Indebtedness, any holders of any other securities
		issued by any Person within the GAL Group or by Genesis or any of its
		Affiliates or any Governmental Authorities, (b) any instructions,
		discretion, judgments and assumptions related to such Compliance Obligations,
		and GAL agrees to indemnify the Servicer and its Affiliates in respect of the
		foregoing as further provided in Section 11.05 of the Servicing Agreement,
		and (c) the completeness or accuracy of any information or data provided
		hereunder (except to the extent the Servicer is liable therefor pursuant to the
		proviso in Section 11.05).
	 

	 
		SECTION 9.7. Aircraft Assets Related Documents. The Servicer shall provide to the Security Trustee a
		copy of each fully executed Aircraft Assets Related Document received by the
		Servicer no later than ten Business Days after the receipt thereof by the
		Servicer. For purposes of this Section 9.7, the term “Aircraft Assets
		Related Documents” does not include letters of intent, memoranda of
		understanding or similar documents.
	 

	 
		SECTION 9.8. Quarterly Meeting Directions. At each quarterly meeting contemplated by
		Section 5.01 of the Servicing Agreement, the Servicer will be advised by
		GAL if there are Aircraft Assets which GAL instructs the Servicer to sell
		pursuant to Section 4 of this Schedule 2.02(a) of the Servicing
		Agreement, and, with respect to any Aircraft Asset with a Lease expiring within
		the next twelve (12) months of the end of the preceding calendar quarter,
		whether such Aircraft Asset is not to be remarketed for lease or an extension
		of a Lease because such Aircraft Asset is to be converted to a freighter
		aircraft (and is to be remarketed for lease after giving effect to such
		conversion) or is to be free and clear of a Lease (it being agreed that in the
		absence of an instruction not to remarket an Aircraft Asset for lease, 
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-15
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		such Aircraft Asset shall be remarketed for
		lease and in any event an Aircraft Asset shall continue to be remarketed for
		lease (or an extension of an existing Lease), and notwithstanding any contrary
		instructions, may be leased if the Servicer has entered into any preliminary
		agreements (such as a letter of intent) with respect thereto or has entered
		into a lease or lease extension with respect thereto.
	 

	 
		SECTION 9.9. Public Filing Information. The Servicer shall provide to GAL such information and
		data about the Aircraft Assets that the Servicer has created to provide the
		Services or obtained from Lessees as GAL may reasonably request to comply with
		its public statutory and filing obligations.
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)-16
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 2.02(a)(i)
	 

	 
		TO THE SERVICING AGREEMENT
	 

	 
		Applicable Credit Agreement Covenants

	 

	 
		Section 9.4(a) – Other Liens or
		Interests
	 

	 
		Section 9.6 – Maintain
		Properties
	 

	 
		Section 9.7(a) (except payment of any
		amounts) through (c) (but no other subsections) – Ownership, Operation and
		Leasing of Financed Aircraft
	 

	 
		Section 9.9(a) and (c) (but no other
		subsections)- Extension, Amendment and Replacement of Leases
	 

	 
		Section 9.13 – Compliance with
		Laws
	 

	 
		Section 9.34(a) (but no other subsections)
		– Insurance
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)(i) - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 2.02(a)(ii)
	 

	 
		TO THE SERVICING AGREEMENT
	 

	 
		[Form of Officer’s Certificate for
		GAL]
	 

	 
		The undersigned, representing Genesis
		Acquisition Limited, a Bermuda limited liability company, in accordance with
		Section 4(d) of Schedule 2.02(a) to the Servicing Agreement dated as
		of April 5, 2007, (the “Servicing
		Agreement”) between GAL and GE
		Commercial Aviation Services Limited (the “Servicer”),
		hereby certifies as follows:
	 

	 
		(a) the sale of the [insert description of
		asset(s) to be sold], which GAL has directed the Servicer to arrange pursuant
		to Section 4 of Schedule 2.02(a) to the Servicing Agreement (the
		“Sale”), complies in all respects with the terms of the
		___________ dated as of ________, between GAL and _____________________;

	 

	 
		(b) the Sale has been approved by the board
		of directors of GAL in accordance with Section 7.04(a) of the Servicing
		Agreement;
	 

	 
		(c) in connection with such Sale, the
		Servicer is entitled to rely upon this certification for all purposes of the
		Servicing Agreement and Schedule 2.02(a) thereto; and
	 

	 
		(d) the undersigned is a duly appointed,
		qualified and acting officer of GAL and the signature appearing below after
		his/her name is a genuine signature.
	 

	 
			
				
				   
				

			 	
				
				  IN WITNESS WHEREOF, I have hereunto
				  set my hand on and as of this [  ] day of [ 
				

			 	
				
				  ], [ 
				

			 	
				
				  ].
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
  
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2.02(a)(ii) - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 4.01 TO
	 

	 
		THE SERVICING AGREEMENT
	 

	 
		Aircraft Assets
	 

	 
		 
	 

	 
			
				
				  SERIAL #
				

			 	
				
				  MODEL
				

			 	
				
				  OWNER
				

			 

 

	 
		[To be provided and supplemented by GAL
		prior to its acquisition of each Aircraft Asset]
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 4.01 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 4.02
	 

	 
		TO THE SERVICING AGREEMENT
	 

	 
		Aircraft Assets Related Documents
	 

	 
		[To be provided and supplemented by GAL
		prior to its acquisition of each Aircraft Asset]
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 4.02 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 4.03
	 

	 
		TO THE SERVICING AGREEMENT
	 

	 
		Bank Accounts
	 

	 
		 
	 

	 
			
				
				  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
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 4.03 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 4.04(a) TO
THE SERVICING AGREEMENT
	 

	 
		 
	 

	 
		List of Persons within the GAL

	 

	 
		Group and Jurisdictions
	 

	 
		[To be provided and supplemented by GAL
		concurrently with the formation of any Subsidiary of GAL]
	 

	 
		GAL Non-Corporate Entities
	 

	 
		GAL Corporate Entities
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 4.04(a) - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 7.01 TO
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		Responsibilities of GAL Group
	 

	 
			
				
				  A.
				

			 	
				
				  With respect to Aircraft Assets,
				  each Person within the GAL Group shall retain such responsibilities as are
				  expressly set forth in Article VII of the Servicing Agreement.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, assets which do not constitute Aircraft Assets
				  and for any or all GAL Group Liabilities.
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, all finance functions which are not expressly
				  the responsibility of the Servicer under the Servicing Agreement. Such
				  responsibilities of the GAL Group shall include:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  all matters relating to the
				  arrangement and procurement of any financings of any type or nature for the GAL
				  Group;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  all matters relating to the
				  management of borrowings and payments under such financings and the management
				  of the respective borrowers’ or issuers’, as the case may be,
				  compliance with the terms of such financings, including compliance with the
				  reporting requirements thereunder and any computations required in connection
				  with such reporting;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  all matters relating to the
				  arrangement and procurement of refinancings of any type or nature of any
				  outstanding indebtedness of the GAL Group;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  all matters relating to the
				  restructuring of any type or nature of any indebtedness of the GAL Group;
				  and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  all communications with creditors
				  (other than trade creditors and Lessees) of any type or nature of the GAL
				  Group.
				

			 

 

	 
		It is expressly understood by the parties
		that while the Servicer will, to the extent expressly provided in
		Schedule 2.02(a) to the Servicing Agreement, provide GAL with assistance
		and information required to assist in its compliance with its obligations and
		covenants under the Credit Agreement to the extent such compliance specifically
		relates to the Services, the Servicer shall not deal directly with any
		creditors of any Person within the GAL Group, except to the extent such
		dealings with trade creditors are incidental to the Servicer’s provision
		of the Services under the Servicing Agreement.
	 

	 
			
				
				  D.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, all treasury functions of the GAL Group that
				  are not expressly the responsibility of the Servicer under the Servicing
				  Agreement, including:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  cash management;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  currency and interest rate risk
				  management (including the establishment of related policies and the arrangement
				  and procurement of appropriate swap programs); and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  reconciliation of all Bank
				  Account-related information.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 7.01 - 1
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  E.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, all accounting functions not expressly the
				  responsibility of the Servicer under the Servicing Agreement, including:

				

			 

 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  the monitoring of cash receipts and
				  disbursements and accounts payable and accounts receivable of the GAL
				  Group;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  the promulgation, maintenance,
				  interpretation, amending and supplementing of accounting policies for the GAL
				  Group, and the review and approval of any potential exceptions to the
				  accounting policies established by the GAL Group;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  maintaining the accounting ledgers,
				  preparing balance sheets, statements of changes in shareholders’ equity
				  and statements of income and cash flows and arranging for financial audits, as
				  required, and for the preparation of audited financial reports for the GAL
				  Group;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  the provision of overhead services
				  to the GAL Group; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  preparing annual Lease Operating
				  Budgets and Aircraft Asset Expenses Budgets, preparing and analyzing actual
				  results to budget and performing profitability analysis.
				

			 

 

	 
			
				
				  F.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, all corporate secretarial activities and other
				  matters related to the existence of any Person within the GAL Group.
				

			 

 

	 
			
				
				  G.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, all matters relating to the holders of the
				  share capital or membership interests of any Person within the GAL
				  Group.
				

			 

 

	 
			
				
				  H.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, all legal and regulatory matters which are not
				  expressly the responsibility of the Servicer under the Servicing Agreement,
				  including:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  the preparation and filing of
				  reports required to be filed with the U.S. Securities and Exchange Commission,
				  any securities exchange or any other Governmental Authority;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  all legal services (including the
				  negotiation of documents) not constituting the provision of Services relating
				  to all matters described herein for which any Person within the GAL Group has
				  responsibility;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  the preparation and filing of
				  corporate and tax returns of each Person within the GAL Group with any
				  Governmental Authority; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  the preparation of business plans,
				  forecasts or other similar activities.
				

			 

 

	 
			
				
				  I.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, any and all litigation or other legal
				  proceedings against or brought by any Person within the GAL Group, other than
				  enforcement actions relating to any Aircraft Assets (including any counterclaim
				  arising from any such action to the extent any such counterclaim relates to the
				  Aircraft Assets) brought by GAL or any other Person within the GAL Group
				  commencing after the date of the Servicing Agreement.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 7.01 - 2
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  J.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, the arrangement and procurement of all
				  insurance other than insurance related to the Aircraft Assets which the
				  Servicer is to arrange and procure (at the expense of the GAL Group) under the
				  Servicing Agreement.
				

			 

 

	 
			
				
				  K.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of, employees of any Person within the GAL
				  Group.
				

			 

 

	 
			
				
				  L.
				

			 	
				
				  Each of GAL and each other Person
				  within the GAL Group shall be responsible for, and the Servicer shall have no
				  responsibilities in respect of purchases, purchase orders and options to
				  purchase Aircraft, except to the extent the same constitute the provision of
				  Services, or in respect of the decision to sell an Aircraft Asset.
				

			 

 

	 
			
				
				  M.
				

			 	
				
				  Except to the extent expressly
				  provided for in Section 2.3 of Schedule 2.02(a) to the Servicing
				  Agreement, each of GAL and each other Person within the GAL Group shall be
				  responsible for, and the Servicer shall have no responsibilities in respect of,
				  keeping GAL in compliance with their obligations and covenants under the Credit
				  Agreement.
				

			 

 

	 
		Notwithstanding anything contained herein to
		the contrary, GAL acknowledges and agrees that it shall be responsible for, and
		the Servicer shall not have any responsibility for, (a) any Compliance
		Obligations to Genesis, any holders of outstanding Advances, any holders of any
		other securities issued by any Person within the GAL Group or any Governmental
		Authorities and (b) all instructions, discretion, judgments and
		assumptions related to such Compliance Obligations, and GAL agrees to indemnify
		the Servicer and its Affiliates in respect of the foregoing as further provided
		in Section 11.05 of the Servicing Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 7.01 - 3
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 7.04 TO
THE SERVICING AGREEMENT
	 

	 
		 
	 

	 
		Liabilities Incurred in Ordinary Course
		of Business
	 

	 
			
				
				  1.
				

			 	
				
				  Acquisitions, dispositions or
				  replacements of Aircraft, Engines or Parts (including BFE and IFE) including,
				  without limitation, by leasing in.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  Modifications, maintenance,
				  overhauls, repairs, upgrades or other technical expenditures.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  Dry Leases and wet Leases (including
				  extensions, renewals, amendments and terminations thereof).
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  Repossessions.
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  Registrations and
				  Deregistrations.
				

			 

 

	 
			
				
				  6.
				

			 	
				
				  Governmental approvals,
				  certifications, permits, licenses, consents, filings and authorizations.

				

			 

 

	 
			
				
				  7.
				

			 	
				
				  Third party professional services
				  including, without limitation, legal, tax advisory and insurance.
				

			 

 

	 
			
				
				  8.
				

			 	
				
				  Taxes.
				

			 

 

	 
			
				
				  9.
				

			 	
				
				  Aircraft operator transition costs
				  (including, without limitation, flight operations, storage and maintenance,
				  technical consultants costs, and purchase, storage and scrapping of spare
				  Parts).
				

			 

 

	 
			
				
				  10.
				

			 	
				
				  Lessee Liens.
				

			 

 

	 
			
				
				  11.
				

			 	
				
				  Insurance.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 7.04 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 8.01 TO
THE SERVICING AGREEMENT
	 

	 
		 
	 

	 
		Conditions to Execution*
	 

	 
		1. Each Person within the GAL Group (other
		than GAL) as to which a request therefor has been made shall have executed and
		delivered a GAL Group Guarantee in favor of the Servicer substantially in the
		form attached to the Servicing Agreement as Appendix B.
	 

	 
		2. Each appendix, annex, exhibit or schedule
		to the Servicing Agreement and each GAL Group Guarantee shall have been
		completed to the reasonable satisfaction of the Servicer and delivered with the
		Servicing Agreement and the GAL Group Guarantees on the Closing Date.
	 

	 
		3. The Aircraft Assets Related Documents
		shall have been delivered to the Servicer, pursuant to Sections 2.02(f) and
		4.02 of the Servicing Agreement, at the Servicer’s offices in Shannon,
		Ireland, on or prior to the Closing Date.
	 

	 
		4. Each person within the GAL Group shall
		have executed and delivered to the Servicer the acknowledged power of attorney
		contemplated by Section 13.02 of the Servicing Agreement.
	 

	 
		5. GAL shall have delivered to the Servicer
		a copy of each relevant Credit Document, certified by GAL as a true and
		complete copy thereof.
	 

	 
		6. GAL and each other Person within the GAL
		Group shall have delivered to the Servicer satisfactory evidence, in the
		reasonable judgment of the Servicer, as to the appointment of agents for
		service of process as required by the Documentary Conventions set forth in
		Appendix A to the Servicing Agreement.
	 

	 
		7. GAL and each other Person within the GAL
		Group shall have delivered to the Servicer, in form and substance reasonably
		satisfactory to the Servicer:
	 

	 
		(A) a certificate dated the Closing Date of
		the secretary, any assistant secretary or other appropriate officer of each
		such Person certifying as to:
	 

	 
		(1) the attached corporate charter, by-laws
		and other constituent documents of such Person, recently certified, in the case
		of any such document filed with the secretary of state or similar Governmental
		Authority of the jurisdiction in which such Person is organized by such
		Governmental Authority;
	 

	 
		(2) the absence of amendments to any
		constituent document since the date of the last amendment (a) shown on the
		official evidence as to filed constituent documents furnished pursuant to (B)
		below if such official evidence is available and in any event
		(b) reflected in the constituent documents furnished pursuant to
		(1) above;
	 

	 
		(3) resolutions or other written evidence of
		corporate action of the board of directors (or appropriate committee thereof)
		and, if applicable, the shareholders of such Person duly authorizing or
		ratifying the execution, delivery and performance by such Person of the
		Servicing Agreement and the GAL Group Guarantee, as applicable, to which it is
		or is to be party and the absence of any modification, amendment or revocation
		thereof or any other resolutions relating thereto;
	 

	 
		______________
	 

	 
			
				
				  *
				

			 	
				
				  Items which relate to Aircraft
				  Assets shall be deliverable when they become applicable.
				

			 

 

	 
		 
	 

	 
		SCHED 8.01 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		(4) the absence of proceedings for the
		dissolution, liquidation, receivership or similar proceedings with respect to
		such Person;
	 

	 
		(5) if applicable, its corporate seal;
		and
	 

	 
		(6) the incumbency and signatures of the
		individuals authorized to execute and deliver documents on such Person’s
		behalf; and
	 

	 
		(B) to the extent available from appropriate
		Governmental Authorities, recent official evidence from appropriate
		Governmental Authorities of appropriate jurisdictions as to constituent
		documents on file, good standing, payment of franchise taxes and qualification
		to do business in the jurisdiction in which such Person is organized.
	 

	 
		8. GAL and each other Person within the GAL
		Group shall have delivered to the Servicer an Officer’s Certificate dated
		the Closing Date, in form and substance reasonably satisfactory to the
		Servicer, stating that:
	 

	 
		(A) each representation and warranty of such
		Person contained in the Servicing Agreement and GAL Group Guarantee, as
		applicable, is true and correct as of the Closing Date;
	 

	 
		(B) such Person has duly performed and
		complied in all material respects with all covenants, agreements and conditions
		contained in the Servicing Agreement and GAL Group Guarantee, as applicable,
		required to be performed or complied with by it on or before the Closing
		Date;
	 

	 
		(C) no event has occurred and is continuing
		or condition exists or would result from the consummation of any transaction
		contemplated by the Servicing Agreement or GAL Group Guarantee, as applicable,
		to which such Person is a party that constitutes, or with the giving of notice
		or lapse of time or both would constitute, a default in any material respect
		under the Servicing Agreement or GAL Group Guarantee, as applicable, or a
		breach thereof or would give any party thereto the right to terminate, or not
		to perform any material obligation under, any thereof; and
	 

	 
		(D) the Servicing Agreement and GAL Group
		Guarantee, as applicable, to which it is a party is in full force and effect
		with respect to it, has not been amended, modified or terminated and
		constitutes its legal, valid and binding obligation enforceable against it in
		accordance with its terms (subject to bankruptcy and similar laws applicable to
		creditors’ rights generally and to general equitable principles).
	 

	 
		9. The Servicer (and such Affiliates of the
		Servicer that the Servicer designates as addressees) shall have received legal
		opinions dated as of the Closing Date, which shall cover the following matters
		and shall also cover such other matters as the Servicer and its counsel may
		reasonably request:
	 

	 
		(A) Each of GAL and each other Person within
		the GAL Group has been duly organized and is validly existing as a trust, a
		corporation or a limited liability company in good standing under the laws of
		its jurisdiction or organization, incorporation or formation,
		respectively.
	 

	 
		(B) Neither the execution and delivery of
		the Servicing Agreement and GAL Group Guarantee, as applicable, nor the
		consummation of the transactions contemplated thereby nor the performance by
		GAL or any other Person within the GAL Group of any of their obligations
		
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 8.01 - 2
	 

	 
		 
	 



	 
	 

	 

	 
		thereunder in accordance with the terms
		thereof will (i) violate any order, writ, injunction, judgment or decree
		in effect as of the date hereof of any [insert appropriate courts] to which GAL
		or any other Person within the GAL Group, or any of their respective
		Affiliates, is a party or by which any of their respective properties or assets
		are bound, (ii) violate in any material respect any applicable law of
		[insert applicable law] in effect as of the date hereof or (iii) result in
		any conflict with, breach of or default (or give rise to any right of
		termination, cancellation or acceleration) under, any of the terms, conditions
		or provisions of any note, bond, mortgage, indenture, warrant or other similar
		instrument or any license, permit material agreement or other material
		obligation to which any such Person is a party or by which any such
		Person’s properties or assets may be bound.
	 

	 
		(C) Upon execution and delivery thereof, the
		Servicing Agreement and the GAL Group Guarantee, as applicable, to which GAL
		and each other Person within the GAL Group is a party shall be valid and
		legally binding on and enforceable against such party in accordance with its
		terms, subject to applicable bankruptcy, reorganization, insolvency, fraudulent
		transfer, moratorium or other laws affecting creditors’ rights generally
		from time to time in effect and to general equity principles regardless of
		whether such enforceability is considered in a proceeding in equity or at
		law.
	 

	 
		(D) No action, consent or approval by, or
		filing with, any [insert appropriate Governmental Authorities] or other third
		party is required in connection with the execution, delivery or performance by
		GAL or any other Person within the GAL Group of the Servicing Agreement and the
		GAL Group Guarantee, as applicable, to which it is a party or the consummation
		by GAL or any other Person within the GAL Group of the transactions
		contemplated thereby.
	 

	 
		10. The Servicer shall have delivered to
		GAL, in form and substance reasonably satisfactory to GAL:
	 

	 
		(A) a certificate dated the Closing Date of
		the secretary, any assistant secretary or other appropriate officer of the
		Servicer certifying as to:
	 

	 
		(1) the attached corporate charter, by-laws
		and other constituent documents of the Servicer, recently certified, in the
		case of any such document filed with the secretary of state or similar
		Governmental Authority of the jurisdiction in which the Servicer is organized
		by such Governmental Authority;
	 

	 
		(2) the absence of amendments to any
		constituent document since the date of the last amendment (a) shown on the
		official evidence as to filed constituent documents furnished pursuant to (B)
		below if such official evidence is available and in any event
		(b) reflected in the constituent documents furnished pursuant to (1)
		above;
	 

	 
		(3) resolutions or other written evidence of
		corporate action of the board of directors (or appropriate committee thereof)
		and, if applicable, the shareholders of the Servicer duly authorizing or
		ratifying the execution, delivery and performance by the Servicer of the
		Servicing Agreement and the absence of any modification, amendment or
		revocation thereof or any other resolutions relating thereto;
	 

	 
		(4) the absence of proceedings for the
		dissolution, liquidation, receivership or similar proceedings with respect to
		the Servicer;
	 

	 
		(5) if applicable, its corporate seal;
		and
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 8.01 - 3
	 

	 
		 
	 



	 
	 

	 

	 
		(6) the incumbency and signatures of the
		individuals authorized to execute and deliver documents on the Servicer’s
		behalf; and
	 

	 
		(B) to the extent available from appropriate
		Governmental Authorities, recent official evidence from appropriate
		Governmental Authorities of appropriate jurisdictions as to constituent
		documents on file, payment of franchise taxes and qualification to do business
		in the jurisdiction in which the Servicer is organized.
	 

	 
		11. The Servicer shall have delivered to GAL
		an Officer’s Certificate dated the Closing Date, in form and substance
		reasonably satisfactory to GAL, stating that:
	 

	 
		(A) each representation and warranty of the
		Servicer contained in the Servicing Agreement is true and correct as of the
		Closing Date;
	 

	 
		(B) the Servicer has duly performed and
		complied in all material respects with all covenants, agreements and conditions
		contained in the Servicing Agreement required to be performed or complied with
		by it on or before the Closing Date;
	 

	 
		(C) no event has occurred and is continuing
		or condition exists or would result from the consummation of any transaction
		contemplated by the Servicing Agreement that constitutes, or with the giving of
		notice or lapse of time or both would constitute, a default in any material
		respect under the Servicing Agreement or a breach thereof or would give any
		party thereto the right to terminate, or not to perform any material obligation
		under, the Servicing Agreement; and
	 

	 
		(D) the Servicing Agreement is in full force
		and effect with respect to it, has not been amended, modified or terminated and
		constitutes its legal, valid and binding obligation enforceable against it in
		accordance with its terms.
	 

	 
		12. GAL shall have received legal opinions
		dated as of the Closing Date substantially consistent with the opinions to be
		given by GAL as provided in Section 9 above. 
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 8.01 - 4
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 9.06(a) TO
THE SERVICING AGREEMENT
	 

	 
		 
	 

	 
		Overhead Expenses
	 

	 
			
				
				  1.
				

			 	
				
				  Salary, bonuses, company cars and
				  benefits of Servicer’s employees.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  Travel and entertainment expenses of
				  Servicer’s employees.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  Office, office equipment and rental
				  expenses of the Servicer.
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  Telecommunications expenses of the
				  Servicer.
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  Advertising and promotional expenses
				  of the Servicer.
				

			 

 

	 
			
				
				  6.
				

			 	
				
				  Taxes on the income, receipts,
				  profits, gains, net worth or franchise of the Servicer and payroll, employment
				  and social security Taxes for employees of the Servicer.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 9.06(a) - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 9.06(b) TO
THE SERVICING AGREEMENT
	 

	 
		 
	 

	 
		Categories of Aircraft Asset
		Expenses
	 

	 
			
				
				  1.
				

			 	
				
				  Storage, maintenance, repossession
				  (whether or not successful), reconfiguration, refurbishment, delivery,
				  redelivery, and repair expenses relating to Aircraft Assets, including all
				  expenses incurred by the Servicer relating to compliance with airworthiness
				  directives and service bulletins, which include the fees and expenses of
				  independent technicians and other experts retained for any of the foregoing
				  purposes.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  Insurance expense related to
				  Aircraft Assets, including all fees and expenses of insurance advisors and
				  brokers.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  Expenses incurred in connection with
				  the effectuation or acceptance of delivery of any Aircraft Asset, whether being
				  sold or leased by any Person within the GAL Group.
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  Special studies expenses related to
				  Aircraft Assets authorized by any Person within the GAL Group and fees and
				  expenses of independent advisors retained for providing valuation and appraisal
				  services and general financial advice such as structuring leases and sales and
				  financing transactions.
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  Outside legal counsel, advisory fees
				  and expenses and other professional fees and expenses related to Aircraft
				  Assets (including in connection with the purchase, sale, delivery, redelivery,
				  lease, re-lease, lease extension or repossession of Aircraft Assets or any
				  enforcement actions relating to any lease).
				

			 

 

	 
			
				
				  6.
				

			 	
				
				  Subject to Section 7.04 of the
				  Servicing Agreement, extraordinary fees and expenses not incurred in the
				  ordinary course of business which the Servicer reasonably determines
				  appropriate in rendering the Services.
				

			 

 

	 
			
				
				  7.
				

			 	
				
				  Taxes reimbursable to Servicer
				  pursuant to Section 9.07.
				

			 

 

	 
			
				
				  8.
				

			 	
				
				  Any other expenses relating to or
				  associated with Aircraft Assets other than Overhead Expenses of the Servicer
				  that are expressly the responsibility of the Servicer under
				  Section 9.06(a) of the Servicing Agreement and expenses specifically
				  prohibited to be incurred by the Servicer under Section 7.04(a)(iv),(vi), (vii)
				  or (viii) of the Servicing Agreement without the approval of GAL unless such
				  approval is obtained.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 9.06(b) - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 13.02 TO THE
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		MANAGEMENT SERVICES
	 

	 
		POWER OF ATTORNEY
	 

	 
		OF
	 

	 
		[GRANTOR]
	 

	 
		WHEREAS [GRANTOR], having its [registered]
		office at [insert address] desires to appoint GE COMMERCIAL AVIATION
		SERVICES LIMITED having its registered office at 1 Earlsfort Centre, Hatch
		Street, Dublin 2, Ireland (“the Attorney”)
		as the true and lawful attorney of the Grantor for and in the name of and on
		behalf of the Grantor in such Attorney’s absolute discretion to execute
		each and every Requisite Document and Requisite Act each as defined below and
		do all or any of the acts or things hereinafter mentioned.
	 

	 
		KNOW ALL MEN BY THESE PRESENTS that in
		consideration for the mutual promises and benefits set forth in the Servicing
		Agreement (defined below) the Grantor does hereby make, constitute and
		irrevocably and unconditionally appoint for the period (the
		“Term”) as and from the date hereof until termination or
		expiry of the Servicing Agreement between ________________ and GE Commercial
		Aviation Services Limited dated as of ________ (“the Servicing Agreement”), in accordance with its terms, the Attorney as a
		true and lawful attorney of the Grantor for and in the name of and on behalf of
		the Grantor with absolute discretion to exercise, do, execute and/or deliver
		all or any of the acts, documents and things hereinafter mentioned, that is to
		say:
	 

	 
			
				
				  1.
				

			 	
				
				  To negotiate, approve, settle the
				  terms of, agree, make, sign, execute (whether under hand or seal) and deliver
				  all deeds, agreements, documents, commitments, arrangements, instruments,
				  applications, oaths, affidavits, declarations, notices, confirmations,
				  certificates, approvals, acceptances, deliveries and to do all other acts,
				  matters and things whatsoever which are in each case necessary or desirable for
				  the Attorney to do for and on behalf of the Grantor in respect of the provision
				  of the Services (as defined in and contemplated by the Servicing Agreement)
				  (each such document a “Requisite
				  Document” and each such act a
				  “Requisite Act”).
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  To make such amendments,
				  modifications and variations to the Requisite Documents and to enter into
				  ancillary documentation in respect thereof, all on such terms as any such
				  Attorney may, in its sole discretion, determine from time to time for and on
				  behalf of the Grantor; and to make, give, sign, execute and do all things
				  including, without limitation, any material acts which may be necessary in
				  order to effect the terms of such Requisite Documents or in connection with the
				  making, signature, executions and delivery of the Requisite Documents or any
				  other documents required to be executed by the Grantor in connection therewith
				  or the performance of any acts, matters and things contemplated thereby or by
				  the Requisite Acts as may be necessary in accordance with the provision of the
				  Services.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  To nominate and appoint one or more
				  substitutes as attorney or attorneys under it for all and any of the purposes
				  aforesaid and the appointment of same with liberty to revoke.
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  To acknowledge this Power of
				  Attorney as the act and deed of the Grantor and generally to do all other acts
				  which may be necessary and desirable for carrying the purpose of this Power of
				  Attorney into effect.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 13.02 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		IT IS HEREBY DECLARED THAT:-
	 

	 
			
				
				   
				

			 	
				
				  (A)
				

			 	
				
				  The Grantor hereby ratifies and
				  confirms and agrees to ratify and confirm whatsoever any Attorney shall do or
				  cause to be done in, or by virtue of this Power of Attorney as long as such act
				  is not inconsistent with the terms of the Servicing Agreement or this Power of
				  Attorney or in violation of Applicable Law.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (B)
				

			 	
				
				  This Power of Attorney shall be
				  irrevocable for the Term and at all times both before and after the Term shall
				  be conclusive and binding upon the Grantor and no person or corporation having
				  dealings with any Attorney under this Power of Attorney shall be under any
				  obligation to make any inquiries as to whether or not this Power of Attorney
				  has been revoked and all acts hereunder shall be valid and binding on the
				  Grantor unless express notice of its revocation shall have been received by
				  such person or corporation.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (C)
				

			 	
				
				  Subject to the provisions of the
				  Servicing Agreement the Grantor unconditionally undertakes to indemnify and
				  keep indemnified each Attorney and his agents, and their respective successors
				  and estates, against all actions, proceedings, claims, costs, expenses and
				  liabilities of whatsoever nature arising from the exercise or purported
				  exercise in good faith of any of the powers conferred on each Attorney by this
				  Power of Attorney.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (D)
				

			 	
				
				  Subject to the provisions of the
				  Servicing Agreement any Attorney or other person, making or doing any payment
				  or act, in good faith, in pursuance of this Power of Attorney shall not be
				  liable in respect of the payment or act by reason that before the payment or
				  act the Grantor was insolvent or had revoked this power if the fact of such
				  insolvency or revocation was not at the time of payment or act known to the
				  Attorney or other person making or doing same.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (E)
				

			 	
				
				  The particular powers enumerated
				  above shall be given the widest interpretation.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (F)
				

			 	
				
				  THIS POWER OF ATTORNEY SHALL BE
				  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF [THE STATE OF NEW
				  YORK] [IRELAND].
				

			 

 

	 
		IN WITNESS WHEREOF the Grantor has caused
		this Power of Attorney duly executed by the Grantor this day of
		[    ], [    ].
	 

	 
		 
	 

	 
			
				
				  SIGNED BY: 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  For and on behalf of
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  [GRANTOR]
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  in the presence of:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		SCHED 13.02 - 2
	 

	 
		 
	 



	 
	 

	 

	 
		ANNEX 1 TO THE
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		INSURANCE GUIDELINES
	 

	 
			
				
				  1.
				

			 	
				
				  Hull and Repossession
				  Insurance: With respect to any Aircraft
				  Asset, hull and repossession insurance, when applicable, shall be maintained in
				  an amount equal to the greater of (a) the appraised value for such
				  Aircraft (as such appraised value is set forth on Schedule 1(a) attached
				  hereto, as the same shall be amended in writing from time to time by GAL, which
				  amendment GAL shall provide to Servicer promptly after any change in any such
				  appraised value), or (b) 110% of the net book value of such Aircraft (as
				  such net book value is set forth on Schedule 1(b) attached hereto, as the
				  same shall be amended in writing from time to time by GAL, which amendment GAL
				  shall provide to Servicer promptly after any change in such net book value),
				  and (c) such other amounts as may be directed in writing by GAL from time
				  to time. Spare engines and parts, if any, shall be insured on the basis of
				  their “replacement cost”.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  Liability
				  Insurance: Liability insurance shall be
				  maintained for each Aircraft Asset and occurrence in an amount not less than
				  the amount set forth on Schedule 2 attached hereto, as the same shall be
				  amended in writing from time to time by GAL. Liability insurance shall be
				  maintained for each non-passenger Aircraft Asset and occurrence in an amount
				  not less than 75% of the amounts set forth on Schedule 2. The amounts of
				  liability insurance applicable to an Aircraft Asset that is in storage or
				  otherwise grounded may be reduced in a manner consistent with paragraph 5
				  below.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  Insurance Deductibles:

				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  Deductibles and self-insurance for
				  Aircraft Assets subject to a Lease may be maintained in an amount, which is
				  substantially consistent with the customary practices of the Servicer.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  Deductibles for Aircraft Assets
				  off-lease shall be maintained in respect of any one occurrence in respect of
				  such Aircraft Assets in an amount equal to $200,000 or such other higher amount
				  as GAL may direct in writing from time to time.
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  Repossession
				  Insurance: Subject to prior
				  confirmation from GAL on a case by case basis, repossession insurance shall be
				  maintained for Aircraft Assets subject to a Lease that are or will be
				  registered in any jurisdiction listed on Schedule 4 attached hereto, as
				  the same may be amended in writing from time to time by GAL.
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  Other Insurance
				  Matters: Apart from the matters set
				  forth above, the coverage and terms of any insurance with respect to any
				  Aircraft Assets (a) subject to a Lease, shall be negotiated on a basis
				  consistent with Sections 3(b) and (c) of Schedule 2.02(a) to the Servicing
				  Agreement and (b) not subject to a Lease, shall be substantially
				  consistent with the customary practices of the Servicer regarding similar
				  equipment.
				

			 

 

	 
			
				
				  6.
				

			 	
				
				  Named Insureds: Any insurance arrangements entered into with respect
				  to any Aircraft Assets shall include as named insureds such Persons as are set
				  forth on Schedule 6 attached hereto, as the same shall be amended in
				  writing from time to time by GAL. The Servicer shall use commercially
				  reasonable efforts to cause Lessees to include the Persons set forth in such
				  clauses as named insureds in connection with liability insurance;
				  provided, however, that to
				  the extent that a Lessee is not willing to include such Persons, the Servicer
				  will, subject to the provisions of the Servicing Agreement and at the expense
				  of GAL, arrange for alternative liability insurance coverage with respect to
				  such Persons. GECAS shall, and such of its Affiliates as it determines
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		ANNEX 1 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		appropriate may, in GECAS’ sole
		discretion, be named as additional insureds in connection with any such
		liability insurance arrangements.
	 

	 
			
				
				  7.
				

			 	
				
				  Currencies: Any insurance requirement stated in U.S. dollar terms
				  shall be interpreted to include the foreign currency equivalent thereto from
				  time to time if any such insurance related thereto is denominated in a currency
				  other than U.S. dollars.
				

			 

 

	 
			
				
				  8.
				

			 	
				
				  Availability: The insurance guidelines set forth herein are subject
				  in all cases to such insurance being generally available in the relevant
				  insurance market or under applicable governmental programs, from time to
				  time.
				

			 

 

	 
			
				
				  9.
				

			 	
				
				  Revisions to Required Amounts of
				  Insurance: GAL shall use commercially
				  reasonable efforts to provide to the Servicer amendments to Schedules 1(a)
				  and 1(c) attached hereto, on a quarterly basis, and Schedule 1(b) attached
				  hereto, on an annual basis, promptly (and in any event within seven Business
				  Days) following receipt or calculation by GAL of the relevant information that
				  would form the basis of any such amendment. With respect to each proposed
				  amendment to any schedule to this Annex 1, GAL shall provide the Servicer with
				  (x) a signed hard copy thereof and (y) an e-mailed Excel version
				  thereof. The Servicer shall not be required to implement any change in the
				  amount of insurance required to be maintained with respect to any Aircraft
				  Asset pursuant to Section 1.3 of Schedule 2.02(a) to the Servicing
				  Agreement and this Annex 1 as a result of the receipt by the Servicer from GAL
				  of any written notice, direction, amendment or similar communication pursuant
				  to this Annex 1 until the seventh Business Day following receipt thereof
				  (including, with respect to the immediately preceding sentence, receipt of the
				  items listed in both clauses (x) and (y) thereof).
				

			 

 

	 
			
				
				  10.
				

			 	
				
				  War Risk
				  Insurance. Unless otherwise agreed
				  between GAL and the Servicer, war risk hull and liability insurance in respect
				  of the Aircraft Assets shall be maintained in a manner which is substantially
				  consistent with the customary practices of the Servicer.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		ANNEX 1 - 2
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		SCHEDULE 1(a) TO ANNEX 1
	 

	 
		TO THE SERVICING AGREEMENT
	 

	 
		Appraised Values
	 

	 
		 
	 

	 
			
				
				  Type
				

			 	
				
				   
				

			 	
				
				  Serial
 Number
				

			 	
				
				   
				

			 	
				
				  Appraised
 Value
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		[To be provided and supplemented by GAL
		prior to its acquisition of each Aircraft Asset]
	 

	 
		 
	 

	 
		 
	 

	 
		SCHEDULE 1(a) - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 1(b) TO ANNEX 1
	 

	 
		TO THE SERVICING AGREEMENT
	 

	 
		Net Book Value
	 

	 
		 
	 

	 
			
				
				  Type
				

			 	
				
				   
				

			 	
				
				  Serial
 Number
				

			 	
				
				   
				

			 	
				
				  Net Book
 Value
				

			 	
				
				   
				

			 	
				
				  110% of Net

				  Book Value
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		[To be provided and supplemented by GAL
		prior to its acquisition of each Aircraft Asset]
	 

	 
		 
	 

	 
		 
	 

	 
		SCHEDULE 1(b) - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 2 TO
	 

	 
		ANNEX 1 TO THE
	 

	 
		SERVICING AGREEMENT
	 

	 
		Liability Insurance
	 

	 
		 
	 

	 
			
				
				  Model
				

			 	
				
				   
				

			 	
				
				  Minimum Limit
				

			 
	
				
				  RJs
				

			 	
				
				   
				

			 	
				
				  US $250 million
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B737/A320/A319/B757
				

			 	
				
				   
				

			 	
				
				  US $500 million ($300 million for
				  North American air carriers)
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  A330/A340/MD11/B767/B777/B787

				

			 	
				
				   
				

			 	
				
				  US $600 million
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  B747/A380
				

			 	
				
				   
				

			 	
				
				  US $750 million
				

			 

 

	 
		 
	 

	 
		Notwithstanding the foregoing, with respect
		to any liability insurance maintained by any Person within the GAL Group for
		the benefit of the Persons listed in clause 2(h) of Schedule 6 to
		Annex 1, such amount of insurance shall be not less than US$750 million for
		wide-body Aircraft, US$500 million for narrow-body Aircraft and US$350 million
		for regional jet Aircraft.
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 2 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 4 TO ANNEX 1
	 

	 
		TO THE SERVICING AGREEMENT
	 

	 
		Repossession Insurance
	 

	 
		Country
	 

	 
		Angola
	 

	 
		Belarus
	 

	 
		Bhutan
	 

	 
		Kazakhstan
	 

	 
		Mongolia
	 

	 
		 
	 

	 
		 
	 

	 
		SCHED 4 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE 6 TO ANNEX 1
TO THE SERVICING AGREEMENT
	 

	 
		 
	 

	 
		Named Insureds
	 

	 
			
				
				  1.
				

			 	
				
				  Hull and Repossession
				  Insurance
				

			 

 

	 
		with respect to each Aircraft Asset, owner
		(and head lessor, if applicable) and/or lessor and intermediate lessor(s), if
		any, of Aircraft and/or the Security Trustee.
	 

	 
			
				
				  2.
				

			 	
				
				  Liability Insurance
				

			 

 

	 
		(a) owner (and head lessor, if applicable)
		of Aircraft (Person within GAL Group)
	 

	 
		(b) intermediate lessor(s), if any, of
		Aircraft (Person(s) within GAL Group)
	 

	 
		(c) GECAS, the Servicer
	 

	 
		(d) the Manager
	 

	 
		(e) the Security Trustee and, in any Lease
		entered into after the Closing Date pursuant to this Agreement, the
		Administrative Agent
	 

	 
		(f) GAL
	 

	 
		(g) following the delivery of an Aircraft
		Asset, any holder of a Beneficial Interest in GAL from time to time1
		
	 

	 
		(h) with respect to each Aircraft Asset
		acquired on or after the date hereof, the relevant “Seller
		Indemnitees” (as defined in the applicable asset purchase agreement)
		during the period commencing on the date of delivery of such Aircraft Asset and
		ending on the earlier of (i) the second anniversary of such date of
		delivery and (ii) the date of completion of the next major check in
		respect of such Aircraft Asset.
	 

	 
		______________
	 

	 
			
				
				  1
				

			 	
				
				  This requirement shall be deemed to
				  be satisfied in the event that “Named Insured” for liability
				  insurance includes Genesis (in each case, as substantially defined in Annex A,
				  in pertinent part) or a reference to the shareholders of GAL.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		SCHED 6 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		ANNEX 2 TO THE
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		[Intentionally Left Blank]
	 

	 
		 
	 

	 
		 
	 

	 
		ANNEX 2 - 1
	 

	 
		 
	 



	 
	 

	 

	 
		APPENDIX A TO THE
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		CONSTRUCTION AND USAGE; DEFINITIONS
	 

	 
		Construction and Usage
	 

	 
		The terms defined below have the meanings
		set forth below for all purposes. “Include”, “includes” and
		“including” shall be deemed to be followed by “without
		limitation” whether or not they are in fact followed by such words or
		words of like import. “Writing”, “written” and comparable
		terms refer to printing, typing, lithography or other means of reproducing
		words in a visible form (including electronic mail). Any agreement or
		instrument or any law, rule or regulation of any Governmental Authority defined
		or referred to below means such agreement or instrument or such law, rule or
		regulation as from time to time amended, modified or supplemented, including
		(in the case of agreements or instruments) by waiver or consent and (in the
		case of such law, rule or regulation) by succession of any comparable successor
		law, rule or regulation and includes (in the case of agreements or instruments)
		references to all attachments thereto and instruments incorporated therein.
		References to a Person are also to its permitted successors and assigns. Any
		term defined below by reference to any agreement or instrument or any law, rule
		or regulation of any Governmental Authority has such meaning whether or not
		such agreement, instrument or law, rule or regulation is in effect.
		“Agreement”, “hereof”, “herein”,
		“hereunder” and comparable terms refer to the agreement in which such
		term appears (including all exhibits and schedules hereto) and not to any
		particular article, section, clause or other subdivision thereof or attachment
		thereto. References to any gender include, unless the context otherwise
		requires, references to all genders, and references to the singular include,
		unless the context otherwise requires, references to the plural and vice versa.
		“Shall” and “will” have equal force and effect. References
		to “Article”, “Section”, “Clause” or another
		subdivision or to an attachment are, unless the context otherwise requires, to
		an article, section, clause or subdivision of or attachment to such
		agreement.
	 

	 
		Definitions
	 

	 
		“Accounting Claims” has the meaning assigned to such term in
		Section 11.05 of the Servicing Agreement.
	 

	 
		“Additional Aircraft” means any Aircraft that is not then an Aircraft
		Asset proposed to be acquired by a Person in the GAL Group in accordance with
		the provisions of the Servicing Agreement.
	 

	 
		“Administrative Agent” means the Administrative Agent under the Credit
		Agreement.
	 

	 
		“Adviser”
		means an insurance adviser engaged by the Servicer in accordance with
		Section 1.3(b) of Schedule 2.02(a) to the Servicing Agreement.

	 

	 
		“Affiliate”
		means a Person that directly, or indirectly through one or more intermediaries,
		controls or is controlled by, or is under common control with, the Person
		specified, including a trust of which the Person specified or any of its
		Affiliates is a beneficiary; provided,
		however, that GAL and its respective Subsidiaries, on the one
		part, and GE and its Subsidiaries, on the other part, shall not be considered
		to be Affiliates of each other.
	 

	 
		“After-Tax Basis” means on a basis such that any payment received,
		deemed to have been received or receivable by any Person shall, if necessary,
		be supplemented by a further payment to that Person so that the sum of the two
		payments shall, after deduction of all Taxes resulting from the receipt (actual
		or constructive) or accrual of such payments (after taking into account any
		current deduction to which such Person shall be entitled with respect to the
		amount that gave rise to the underlying payment), be equal to the payment
		received, deemed to have been received or receivable.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 1
	 

	 
		 
	 



	 
	 

	 

	 
		“Aggregate Gross Proceeds” has the meaning assigned to such term in
		Section 9.04(b) of the Servicing Agreement.
	 

	 
		“Aircraft”
		means any airframe together with (i) any Engine installed on such airframe (or
		any Engine substituted therefor), (ii) parts or components thereof,
		(iii) spare parts or ancillary equipment or devices furnished therewith
		and (iv) the Aircraft Documents with respect thereto.
	 

	 
		“Aircraft Asset Expenses” has the meaning assigned to such term in
		Section 9.06(b)(i) of the Servicing Agreement.
	 

	 
		“Aircraft Asset Expenses Budget” has the meaning assigned to such term in
		Section 7.03(a) of the Servicing Agreement.
	 

	 
		“Aircraft Assets” means all Aircraft owned or leased-in by any
		Person within the GAL Group as of the Closing Date or at any time or from time
		to time thereafter (taking into account any acquisitions or dispositions made
		in accordance with this Agreement); provided,
		however, that Aircraft Assets shall not include (x) any
		Aircraft Asset that shall have ceased to be an Aircraft Asset in accordance
		with the provisions of Sections 2.04(b) or 3.02(d) of the Servicing Agreement,
		but shall include any Former Aircraft Asset that shall have become an Aircraft
		Asset pursuant to Section 6.07 of the Servicing Agreement or (y) any
		Aircraft Asset in respect of which the obligation of the Servicer to provide
		Services shall have been terminated in accordance with Article X of the
		Servicing Agreement.
	 

	 
		“Aircraft Assets Related Documents” means all Leases and other contracts and
		agreements of Persons within the GAL Group the terms of which relate to or
		affect any of the Aircraft Assets.
	 

	 
		“Aircraft Documents” means, in relation to an Aircraft, all records,
		logs, technical data, manuals and other documents relating to the maintenance
		and operation of such Aircraft.
	 

	 
		“Annex 1”
		means Annex 1 to the Servicing Agreement.
	 

	 
		“Annual Review” has the meaning assigned to such term in
		Section 3(c)(i) of Schedule 2.02(a) to the Servicing
		Agreement.
	 

	 
		“Anti-Terrorism Laws” means the USA Patriot Act and the Executive
		Order.
	 

	 
		“Applicable Law” with respect to any Person means any law,
		statute, ordinance, rule or regulation or code of conduct or practice of any
		U.S. Federal, state or local Governmental Authority, the EU or any Irish or
		other foreign or international Governmental Authority that applies to such
		Person or any of its properties or assets.
	 

	 
		“Appraised Value” means with respect to any Aircraft, the average
		of the most recent appraisals by each of the Appraisers of the Base Value (and
		described in such Appraisals) of such Aircraft or, if Credit Documents are then
		in effect, the Appraisal Value applicable thereunder.
	 

	 
		“Appraiser”
		means at least three independent appraisers that are members of the
		International Society of Transport Aircraft Trading or any similar
		organization.
	 

	 
		“Approved Budget” has the meaning assigned to such term in
		Section 7.03(d) of the Servicing Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 2
	 

	 
		 
	 



	 
	 

	 

	 
		“Bank Accounts” has the meaning assigned to such term in
		Section 7.1(b) of Schedule 2.02(a) to the Servicing Agreement.

	 

	 
		“Beneficial Interest” means shares issued by GAL.
	 

	 
		“Borrower Expense” has the meaning assigned to such term in the
		Credit Agreement.
	 

	 
		“Broker”
		means an insurance broker engaged by Servicer in accordance with
		Section 1.3(b) of Schedule 2.02(a) to the Servicing Agreement.

	 

	 
		“Business Day” means a day on which U.S. dollar deposits may be
		traded on the London inter-bank market and commercial banks and foreign
		exchange markets are open in New York, New York and London, England.
	 

	 
		“Business Opportunities Agreement” means the Business Opportunities Agreement dated
		as of December 19, 2006 between Genesis and the Servicer.
	 

	 
		“Calculation Date” means the fourth (4th) Business Day
		immediately preceding each Payment Date.
	 

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

	 
		“Changed Circumstance” means the occurrence and continuation of any
		material event, circumstance or condition that is reasonably likely to result
		in the current cash flow projections in any Year being materially less
		favorable than the forecast that is the most current at the time that the
		Approved Budget is finalized for that Year in accordance with Section 7.03
		of the Servicing Agreement.
	 

	 
		“Closing”
		means the effectiveness of the Credit Agreement pursuant to Section 6.1
		thereof.
	 

	 
		“Closing Date” means April 5, 2007.
	 

	 
		“Code” has
		the meaning assigned to such term in Section 9.07(c) of the Servicing
		Agreement.
	 

	 
		“Collection Account” has the meaning assigned to such term in the
		Credit Agreement.
	 

	 
		“Competitor”
		means any of the following Persons:
	 

	 
		(i) any Person (other than GE Capital and
		its Affiliates) engaged in, or which has an Affiliate engaged in, the business
		of manufacturing aircraft or aircraft engines, which business had consolidated
		revenues attributable to such business for such Person’s and/or its
		Affiliates’, as the case may be, most recently completed fiscal year in
		excess of $200 million; or
	 

	 
		(ii) any of the following Persons (or any of
		their respective Affiliates) and their respective successors and
		assigns:
	 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  International Lease Finance
				  Corporation;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  Aviation Capital Group;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  AWAS;
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 3
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  (d)
				

			 	
				
				  ORIX;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (e)
				

			 	
				
				  CIT Group Inc.;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (f)
				

			 	
				
				  Babcock & Brown Limited;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (g)
				

			 	
				
				  AerCap B.V.; 
				

			 

 

	 
			
				
				   
				

			 	
				
				  (h)
				

			 	
				
				  RBS Aviation Capital;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  Fortress Investments/Aircastle
				  Advisor LLC;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (j)
				

			 	
				
				  Cerberus Capital Management;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (k)
				

			 	
				
				  Terra Firma Capital Partners;

				

			 

 

	 
			
				
				   
				

			 	
				
				  (l)
				

			 	
				
				  Singapore Aircraft Leasing
				  Enterprise;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (m)
				

			 	
				
				  Boeing Capital;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (n)
				

			 	
				
				  GATX Air; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (o)
				

			 	
				
				  Pegasus Aviation; or
				

			 

 

	 
		(iii) any other Person (or any Affiliate
		thereof) (other than GE and its Affiliates) which engages in a business as an
		operating lessor of Aircraft Assets in competition with any Person within the
		GAL Group either (x) in succession to any of the Persons specified in
		clause (ii) above or (y) which has consolidated aircraft
		leasing-related revenues (excluding revenues from sales of aircraft)
		attributable to such business for its most recently completed fiscal year in
		excess of $200 million.
	 

	 
		“Competitor Control” means, with respect to any Person, a
		Competitor’s (a) control or beneficial ownership, directly or
		indirectly, of 10% or more of any class of securities (other than promissory
		notes or loan certificates or pass-through certificates in respect of
		promissory notes or loan certificates that have no rights to vote on the
		governance of such entity), directly or indirectly, of such Person, or
		(b) ability to elect or election of a director, member trustee or similar
		Person of such Person.
	 

	 
		“Compliance Obligations” has the meaning assigned to such term in
		Section 11.05 of the Servicing Agreement.
	 

	 
		“Conflicts Standard” has the meaning assigned to such term in
		Section 3.02(b) of the Servicing Agreement.
	 

	 
		“control”
		(including, with its correlative meanings, “controlled by” and
		“under common control with”) means possession, directly or
		indirectly, of power to direct or cause the direction of management or policies
		(whether through ownership of securities or partnership or other ownership
		interests, by contract or otherwise).
	 

	 
		“Credit Agreement” means the Credit Agreement dated as of April 5,
		2007 among GAL, Genesis, the financial institutions set forth therein,
		Citigroup Global Markets Inc., as Administrative Agent and Deutsche Bank Trust
		Company Americas, as Security Trustee and Account Bank.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 4
	 

	 
		 
	 



	 
	 

	 

	 
		“Credit Documents” has the meaning assigned to such term in the
		Credit Agreement.
	 

	 
		“Deposits”
		means the deposits required under a Lease.
	 

	 
		“Disposition” has the meaning assigned to such term in
		Section 9.04(b) of the Servicing Agreement.
	 

	 
		“Documentary Conventions” with respect to any agreement, instrument or
		other document that states it is governed thereby, means that, except as
		otherwise expressly provided therein:
	 

	 
		(a) No Partnership.
		The parties thereto expressly recognize and acknowledge that such agreement,
		instrument or other document is not intended to create a partnership, joint
		venture or other similar arrangement between or among any of the parties
		thereto or their respective Affiliates.
	 

	 
		(b) Notices. Subject
		to paragraph (d) below, all notices, consents, directions, approvals,
		instructions, requests and other communications required or permitted by such
		agreement, instrument or other document to be given to any Person shall be in
		writing, and any such notice shall become effective five Business Days after
		being deposited in the mails, certified or registered, return receipt
		requested, with appropriate postage prepaid for first class mail or, if
		delivered by hand or courier service or in the form of a facsimile, when
		received (and, in the case of a facsimile, receipt of such facsimile is
		electronically or otherwise confirmed to the sender), and shall be directed to
		the address or facsimile number of such Person set forth in Appendix C to the
		Servicing Agreement. From time to time any party to such agreement, instrument
		or other document may designate a new address or number for purposes of notice
		thereunder by notice to each of the other parties thereto.
	 

	 
		(c) Governing Law.
		SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT SHALL IN ALL RESPECTS BE GOVERNED
		BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

	 

	 
		(d) Jurisdiction; Court Proceedings; Waiver of Jury
		Trial. Any suit, action or proceeding
		against any party to such agreement, instrument or other document arising out
		of or relating to such agreement, instrument or other document, any transaction
		contemplated thereby or any judgment entered by any court in respect of any
		thereof may be brought in any New York State court located in the County of New
		York or Federal court sitting in the Second Circuit, and each such party hereby
		submits to the nonexclusive jurisdiction of such courts for the purpose of any
		such suit, action or proceeding. To the extent that service of process by mail
		is permitted by applicable law, each party thereto irrevocably consents to the
		service of process in any such suit, action or proceeding in such courts by the
		mailing of such process by registered or certified mail, postage prepaid, at
		its address for notices provided for above. Each party to such agreement,
		instrument or other document irrevocably agrees not to assert any objection
		which it may ever have to the laying of venue of any such suit, action or
		proceeding in any New York State court located in the County of New York or
		Federal court sitting in the Second Circuit, and any claim that any such suit,
		action or proceeding brought in any such court has been brought in an
		inconvenient forum. To the fullest extent permitted by Applicable Law, each
		party to such agreement, instrument or other document waives any right it may
		have to a trial by jury in respect of any litigation directly or indirectly
		arising out of, under or in connection with such agreement, instrument or other
		document. GAL agrees, and it shall cause each other Person within the GAL
		Group, not to bring any action, suit or proceeding against GE Capital, the
		Servicer or any of their respective Affiliates or any of GE Capital’s, the
		Servicer’s or their respective Affiliates’
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 5
	 

	 
		 
	 



	 
	 

	 

	 
		Representatives arising out of, in
		connection with or related to any such agreement, instrument or other document
		or any transaction contemplated thereby except in a New York State court
		located in the County of New York or Federal court sitting in the Second
		Circuit.
	 

	 
		(e) Agent. GAL and
		each other Person within the GAL Group hereby appoints CT Corporation
		System (the “Agent”), 111 Eighth Avenue, New York, New York, U.S.A.
		10011, as its nonexclusive agent for service of process in connection with each
		Operative Agreement. The parties may use any other legally available means of
		service of process. GAL will promptly notify the Servicer and GE Capital of any
		change in the address of the Agent; provided,
		however, that GAL will at all times maintain an agent located
		within New York State for service of process in connection with each Operative
		Agreement.
	 

	 
		The Servicer hereby appoints GE Capital (the
		“Servicer’s
		Agent”), 335 Madison Ave.,
		12th Floor, New York, N.Y. 10017, U.S.A., as its nonexclusive agent for service
		of process in connection with each Operative Agreement. The parties may use any
		other legally available means of service of process. The Servicer will promptly
		notify GAL of any change in the address of the Servicer’s Agent;
		provided, however, that
		the Servicer will at all times maintain an agent located within New York State
		for service of process in connection with each Operative Agreement.
	 

	 
		(f) Consequential Damages. In no event will any party to such agreement,
		instrument or other document be liable to any other for lost profits, income
		tax consequences, lost savings or any other consequential damages, even if such
		party has been advised of the possibility of such damages, or for punitive
		damages, resulting from the breach of any obligation under such agreement,
		instrument or other document.
	 

	 
		(g) Counterparts.
		Each such agreement, instrument or other document may be executed by the
		parties thereto in separate counterparts, each of which when so executed and
		delivered shall be an original, but all such counterparts shall together
		constitute one and the same agreement, instrument or other document. All
		signatures need not be on the same counterpart.
	 

	 
		(h) Entire Agreement; Amendment and Waiver. Such agreement, instrument or other document, together
		with the other Operative Agreements, shall constitute the entire agreement of
		the parties thereto with respect to the subject matter thereof and supersedes
		all prior written and oral agreements and understandings with respect to such
		subject matter. Neither any such agreement, instrument or other document nor
		any of the Appendix A to the Servicing Agreement terms thereof may be
		terminated, amended, supplemented, waived or modified, except by an instrument
		in writing signed by GAL and the Servicer. No failure or delay of any party to
		any such agreement, instrument or other document, in exercising any power or
		right thereunder shall operate as a waiver thereof, nor shall any single or
		partial exercise of any such right or power, or any abandonment or
		discontinuance of steps to enforce such a right or power, preclude any other or
		further exercise thereof or the exercise of any other right or power.
	 

	 
		(i) Table of Contents; Headings. The table of contents and headings of the various
		articles, sections and other subdivisions of such agreement, instrument or
		other document are for convenience of reference only and shall not modify,
		define or limit any of the terms or provisions of such agreement, instrument or
		other document.
	 

	 
		(j) Parties in Interest; Limitation on Rights of
		Others. The terms of such agreement,
		instrument or other document shall be binding upon, and inure to the benefit
		of, the parties thereto and their permitted successors and assigns and, to the
		extent applicable, their respective Affiliates
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 6
	 

	 
		 
	 



	 
	 

	 

	 
		and Representatives. Except as expressly set
		forth in any such agreement, instrument or other document with respect to
		Affiliates and Representatives of the parties thereto, nothing in such
		agreement, instrument or other document, whether express or implied, shall be
		construed to give any Person (including any past, present or future employee of
		any Person within the GAL Group) (other than the parties thereto and their
		permitted successors and assigns (including, in the case of GAL, the Security
		Trustee, the extent provided in Section 12.01 of the Servicing Agreement) and,
		with respect to Section 2.01(a) of the Servicing Agreement and Section 9.3 of
		Schedule 2.02 to the Servicing Agreement, Genesis) any legal or equitable
		right, remedy or claim under or in respect of such agreement, instrument or
		other document or any covenants, conditions or provisions contained
		therein.
	 

	 
		(k) Method of Payment. Except as otherwise agreed, all amounts required to be
		paid by any party to such agreement, instrument or other document to any other
		party thereunder (including in respect of any judgment or settlement entered in
		respect of such agreement, instrument or other document) shall be paid in
		dollars, by wire transfer, or other acceptable method of payment, of same day
		funds to a dollar account located in the United States as such party may
		specify by notice to the other party.
	 

	 
		(l) Payment on Business Days. If any payment under such agreement, instrument or
		other document is required to be made on a day other than a Business Day, the
		date of payment shall be extended to the next Business Day.
	 

	 
		(m) Past Due Payments. Any amount payable to any party or any of its
		Representatives under any such agreement, instrument or other document shall be
		paid on the date therein specified for payment of such amounts. To the extent
		that all or a portion of such amount is not paid on such date, such amount (or
		the unpaid portion thereof) shall bear interest at the Stipulated Interest Rate
		from such date until and through the date that such amount has been paid in
		full.
	 

	 
		(n) Severability.
		Any provision of such agreement, instrument or other document that shall be
		prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
		be ineffective to the extent of such prohibition or unenforceability without
		invalidating the remaining provisions thereof and any such prohibition or
		unenforceability in any jurisdiction shall not invalidate or render
		unenforceable such provision in any other jurisdiction. To the extent permitted
		by Applicable Law, each of GAL and the Servicer waives any provision of law
		that renders any provision of any agreement, instrument or other document
		prohibited or unenforceable in any respect.
	 

	 
		“Dollar” or
		“$” means the lawful money of the United States of
		America.
	 

	 
		“Due Date”
		has the meaning assigned to such term in Section 9.07(a) of the Servicing
		Agreement.
	 

	 
		“Effectiveness Date” has the meaning assigned to such term in
		Section 10.02(c)(ii) of the Servicing Agreement.
	 

	 
		“Engine”
		means owned or leased-in aircraft engines or, with respect to any Original
		Aircraft, any aircraft engine required to be delivered together with such
		Original Aircraft pursuant to the terms of the Asset Purchase Agreement.

	 

	 
		“EU” means
		the European Union.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 7
	 

	 
		 
	 



	 
	 

	 

	 
		“Event of Default” has the meaning assigned to such term in the
		Credit Agreement.
	 

	 
		“Executive Order” means US Executive Order No. 13224 on Blocking
		Property and Prohibiting Transaction with Persons who Commit, Threaten to
		Commit, or Support Terrorism, which came into effect on September 23,
		2001.
	 

	 
		“Existing Accounts” has the meaning assigned to such term in
		Section 7.1(a) of Schedule 2.02(a) to the Servicing Agreement.

	 

	 
		“Fee Period”
		has the meaning assigned to such term in Section 9.03(a)(i) of the
		Servicing Agreement.
	 

	 
		“Former Aircraft Asset” has the meaning assigned to such term in
		Section 2.04(b) of the Servicing Agreement.
	 

	 
		“GAL” means
		Genesis Acquisition Limited, a limited liability company incorporated under the
		laws of Bermuda.
	 

	 
		“GAL Group”
		has the meaning assigned to such term in Section 2.01(a) of the Servicing
		Agreement.
	 

	 
		“GAL Group Guarantees” means each Guarantee, in the form set forth as
		Appendix B to the Servicing Agreement, issued by each Person within the GAL
		Group (other than GAL) pursuant to Section 6.13 of the Servicing
		Agreement.
	 

	 
		“GAL Group Liabilities” means any obligations or liabilities of any
		Person within the GAL Group (whether accrued, absolute, contingent, unasserted,
		known or unknown or otherwise).
	 

	 
		“GAL Pro Forma Lease” has the meaning assigned to such term in Section
		3(b)(iii) of Schedule 2.02(a) to the Servicing Agreement.
	 

	 
		“GE” means
		General Electric Company, a New York corporation.
	 

	 
		“GE Capital”
		means General Electric Capital Corporation, a Delaware corporation.
	 

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

	 
		“GE Policy”
		has the meaning assigned to such term in Section 2.04(a) of the Servicing
		Agreement.
	 

	 
		“Genesis”
		means Genesis Lease Limited, a limited liability company organized under the
		laws of Bermuda.
	 

	 
		“Governmental Authority” means any court, administrative agency or
		commission or other governmental agency or instrumentality (or any officer or
		representative thereof) domestic, foreign or international, of competent
		jurisdiction including the EU.
	 

	 
		“Gross Proceeds” has the meaning assigned to such term in
		Section 9.04(b) of the Servicing Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 8
	 

	 
		 
	 



	 
	 

	 

	 
		“GFL” means
		Genesis Funding Limited, a limited liability company organized under the laws
		of Bermuda.
	 

	 
		“GFL Servicing Agreement” means the Servicing Agreement dated December 19,
		2006 among GFL, GECAS and the “Policy Provider” named therein.

	 

	 
		“Guarantee”
		means any obligation, contingent or otherwise, of any Person directly or
		indirectly guaranteeing any Indebtedness or other obligation of any other
		Person and, without limiting the generality of the foregoing, any obligation,
		direct or indirect, contingent or otherwise, of such Person (i) to
		purchase or pay (or advance or supply funds for the purchase or payment of)
		such Indebtedness or other obligation of such other Person or (ii) entered
		into for purposes of assuring in any other manner the obligee of such
		Indebtedness or other obligation of the payment thereof or to protect such
		obligee against loss in respect thereof (in whole or in part); provided,
		however, that the term Guarantee shall not include
		(x) endorsements for collection or deposit, in either case in the ordinary
		course of business, (y) any guarantee by any Person within the GAL Group
		of the obligations of another Person within the GAL Group in respect of such
		Person’s obligations in connection with any Aircraft Assets, whether as
		lessor, seller or otherwise, or (z) the delivery of a bond or similar
		instrument by or on behalf of any Person within the GAL Group in connection
		with the detention or repossession of any Aircraft Assets or enforcement of a
		Lease or removal of an encumbrance.
	 

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

	 
		“Indemnified Parties” means the Servicer and its respective Affiliates
		and each of the Servicer’s and its respective Affiliates’
		Representatives.
	 

	 
		“Independent Representative” has the meaning assigned to such term in
		Section 3.02(c) of the Servicing Agreement.
	 

	 
		“International Interest” has the meaning given such term in the Cape Town
		Convention.
	 

	 
		“International Registry” has the meaning given such term in the Cape Town
		Convention.
	 

	 
		“Lease”
		means any lease or other agreement or arrangement pursuant to which any Person
		(other than a Person within the GAL Group) has the right to possession and use
		of any Aircraft Asset.
	 

	 
		“Lease Operating Budget” has the meaning assigned to such term in
		Section 7.03(a) of the Servicing Agreement.
	 

	 
		“Lessee”
		means the lessee (or equivalent Person) in respect of a Lease.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 9
	 

	 
		 
	 



	 
	 

	 

	 
		“Lessee Contact” has the meaning assigned to such term in
		Section 2.01(a) of the Servicing Agreement.
	 

	 
		“Lien”
		means, with respect to any asset, (a) any mortgage, deed of trust, lien,
		pledge, encumbrance, charge International Interest, Prospective International
		Interest or security interest in or on such asset, (b) the interest of a
		vendor or a lessor under any conditional sale agreement, capital lease or title
		retention agreement relating to such asset and (c) in the case of
		securities, any purchase option, call or similar right of a third party with
		respect to such securities.
	 

	 
		“Losses”
		means any and all liabilities (including liabilities arising out of the
		doctrine of strict liability), obligations, losses, damages, penalties, Taxes,
		actions, suits, judgments, costs, fees, expenses (including reasonable legal
		fees, expenses and related charges and costs of investigation, including in
		connection with the enforcement of any indemnity) and disbursements, of
		whatsoever kind and nature; provided,
		however, the term “Losses” shall not include any
		Indemnified Party’s management time or overhead expenses.
	 

	 
		“Manager”
		means Genesis acting through any one of its chief executive officer or its
		chief financial officer under the Management Agreement.
	 

	 
		“Management Agreement” means the Management Agreement dated as of April
		5, 2007 between Genesis and GAL.
	 

	 
		“Master Servicing Agreement” means the Master Servicing Agreement dated as of
		December 19, 2006 between Genesis and GECAS.
	 

	 
		“Material Adverse Effect” means an event, condition, matter, change or
		effect that impacts or, insofar as reasonably can be foreseen, in the future is
		likely to impact, in a material adverse manner, (a) with respect to any
		Person other than the Servicer, the condition (financial or otherwise),
		properties, assets, liabilities, earnings, capitalization, shareholders’
		equity, licenses or franchises, businesses, operation or prospects of such
		Person or the ability of such Person to perform fully any of its obligations
		under any of the Operative Agreements, and (b) with respect to the
		Servicer, the Servicer’s liabilities, obligations, rights or benefits
		under the Servicing Agreement or the Servicer’s ability to perform fully
		any of the Services.
	 

	 
		“Monthly Base Fee” has the meaning assigned to such term in
		Section 9.01(a) of the Servicing Agreement.
	 

	 
		“Monthly Payment Period” has the meaning assigned to such term in
		Section 7.3(a) of Schedule 2.02(a) to the Servicing Agreement.

	 

	 
		“New Accounts” has the meaning assigned to such term in
		Section 7.1(b) of Schedule 2.02(a) to the Servicing Agreement.

	 

	 
		“Non-Curable Termination Event” has the meaning assigned to such term in Section
		10.02(c)(ii) of the Servicing Agreement.
	 

	 
		“Nonterminating Party” has the meaning assigned to such term in
		Section 10.02(c)(i) of the Servicing Agreement.
	 

	 
		“Notice of Termination” means a Termination Notice.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 10
	 

	 
		 
	 



	 
	 

	 

	 
		“OFAC Designated Person” means a Person: (a) listed in the annex to,
		or otherwise subject to the provisions of, the Executive Order; (b) named
		as a specially designated national and blocked Person” on the most current
		list published by the Office of Foreign Asset Control of the United States
		Department of the Treasury; or (c) owned or controlled by, or acting for
		on behalf of, any Person referred to in clause (a) or (b) above.
	 

	 
		“Offering”
		has the meaning assigned to such term in Section 2.03(a)(i) of the
		Servicing Agreement 
	 

	 
		“Officer’s Certificate” means, as to any Person, a certificate of the
		President, any Vice President or Assistant Vice President, the Treasurer or any
		Assistant Treasurer, the Secretary or any Assistant Secretary, or any
		Director.
	 

	 
		“Operative Agreements” means the Servicing Agreement, the GAL Group
		Guarantees and all other agreements, instruments or other documents which are
		required by the terms of any thereof to be delivered in connection with any of
		the foregoing documents (it being acknowledged that the Credit Agreement
		however is not an Operative Agreement).
	 

	 
		“Other Assets” has the meaning assigned to such term in
		Section 3.02(a) of the Servicing Agreement.
	 

	 
		“Overhead Expenses” has the meaning assigned to such term in
		Section 9.06(a) of the Servicing Agreement.
	 

	 
		“Partial Termination” has the meaning assigned to such term in
		Section 10.02(a)(ii) of the Servicing Agreement.
	 

	 
		“Payment Date” means the 19th day of each month, commencing on
		April 19, 2007; provided,
		however, that, if any Payment Date would otherwise fall on a
		day that is not a Business Day, the relevant Payment Date shall be the first
		following day which is a Business Day.
	 

	 
		“Permitted Lien” has the meaning assigned to such term in the
		Credit Agreement as in effect on the date hereof.
	 

	 
		“Person”
		means any individual, firm, corporation, limited liability company,
		partnership, trust, body of persons, joint venture, governmental authority or
		other entity, and shall include any successor (by merger or otherwise) of such
		entity.
	 

	 
		“Precedent Lease” has the meaning assigned to such term in
		Section 3(b) of Schedule 2.02(a) to the Servicing Agreement.
	 

	 
		“Prime Rate”
		means the rate of interest per annum publicly announced from time to time by
		Deutsche Bank Trust Company Americas as its prime rate in effect at its
		principal office in New York City; each change in the “Prime Rate”
		shall be effective on the date such change is announced.
	 

	 
		“Prospective
		International Interest” has the
		meaning given to such term in the Cape Town Convention.
	 

	 
		“Prospectus”
		has the meaning assigned to such term in Section 2.03(a)(i) of the
		Servicing Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 11
	 

	 
		 
	 



	 
	 

	 

	 
		“Rating Agencies” means each of Standard & Poor’s Ratings
		Group, a division of the McGraw-Hill Companies, Inc. and Moody’s Investors
		Service, Inc. and any successors to either of the foregoing.
	 

	 
		“Ratings”
		means the then current rating assigned by a Rating Agency in respect of the
		Advances (as defined in the Credit Agreement).
	 

	 
		“Rent Collected Fee” has the meaning assigned to such term in
		Section 9.03(a)(ii) of the Servicing Agreement.
	 

	 
		“Rent Fees”
		has the meaning assigned to such term in Section 9.01 of the Servicing
		Agreement.
	 

	 
		“Rent Payable Fee” has the meaning assigned to such term in
		Section 9.03(a)(i) of the Servicing Agreement.
	 

	 
		“Rents”
		means the basic rent payable pursuant to a Lease, and in the event that the
		agreement or arrangement pursuant to which possession of any Aircraft Asset is
		given is other than as a lease, amounts equivalent to any basic rent, and, in
		the event that there is a negotiated or non-consensual termination of a Lease
		prior to the scheduled expiry date of the term thereof or the exercise of a
		termination right by the Lessee under a Lease, all amounts payable by the
		Lessee in connection therewith other than amounts that are expressly
		denominated as payable in connection with the condition of the Aircraft under
		the Lease.
	 

	 
		“Replacement Servicer” means a replacement servicer to perform some or
		all of the Services under the Servicing Agreement formerly performed by the
		Servicer.
	 

	 
		“Representatives” with respect to any Person means the officers,
		directors, employees, advisors and agents of such Person.
	 

	 
		“Required Expenses Amount” has the meaning assigned to such term in the
		applicable Credit Documents.
	 

	 
		“Restricted Lessee Contact” has the meaning assigned to such term in
		Section 2.01 of the Servicing Agreement.
	 

	 
		“Sales Fee”
		has the meaning assigned to such term in Section 9.04 of the Servicing
		Agreement.
	 

	 
		“Security Trust Agreement” means the Security Trust Agreement dated as of
		April 5, 2007 among GFL, Deutsche Bank Trust Company Americas, as Security
		Trustee and the operating bank, and the other parties thereto.
	 

	 
		“Security Trustee” means Deutsche Bank Trust Company Americas, a New
		York banking corporation, in its capacity as security trustee pursuant to the
		Security Trust Agreement.
	 

	 
		“Securitization Prospectus” has the meaning assigned to such term in
		Section 2.03(a)(ii) of the Servicing Agreement.
	 

	 
		“Servicer”
		means GECAS.
	 

	 
		“Servicer Delegate” has the meaning assigned to such term in
		Section 12.01 of the Servicing Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 12
	 

	 
		 
	 



	 
	 

	 

	 
		“Servicer Disclosure” has the meaning assigned to such term in
		Section 2.03(a)(i) of the Servicing Agreement.
	 

	 
		“Servicer Information” has the meaning assigned to such term in
		Section 2.03(m) of the Servicing Agreement.
	 

	 
		“Services”
		has the meaning assigned to such term in Section 2.02(a) of the Servicing
		Agreement.
	 

	 
		“Servicing Agreement” or “Agreement”
		means the Servicing Agreement dated as of April 5, 2007, between GAL and the
		Servicer.
	 

	 
		“Servicing Fees” means the Monthly Base Fee, the Sales Fee and the
		Rent Fees and any other fees payable to the Servicer under the Servicing
		Agreement.
	 

	 
		“Shadow Director/Related Company Claims” has the meaning assigned to such term in
		Section 11.04 of the Servicing Agreement.
	 

	 
		“Significant Subsidiary” means any Person within the GAL Group that has
		title to, or any other indicia of ownership in, any Aircraft Assets.
	 

	 
		“Standard of Care” has the meaning assigned to such term in
		Section 3.01 of the Servicing Agreement.
	 

	 
		“Standard of Liability” has the meaning assigned to such term in
		Section 3.03 of the Servicing Agreement.
	 

	 
		“Stated Services Obligation” has the meaning assigned to such term in
		Section 7.3(a) of Schedule 2.02(a) to the Servicing Agreement.

	 

	 
		“Stipulated Interest Rate” means, for any period, a rate per annum equal to
		the Prime Rate in effect during such period plus 2 percent per annum.
	 

	 
		“Subsidiary”
		of any Person means a corporation, company, common law or statutory trust or
		other entity (i) more than 50% of whose outstanding shares or securities
		(representing the right to vote for the election of directors or other managing
		authority) are, or (ii) which does not have outstanding shares or
		securities (as may be the case in a partnership, joint venture or
		unincorporated association), but more than 50% of whose ownership interest
		representing the right to make decisions for such other entity is, now or
		hereafter owned or controlled, directly or indirectly, by such Person, but such
		corporation, company, common law or statutory trust or other entity shall be
		deemed to be a Subsidiary only so long as such ownership or control
		exists.
	 

	 
		“Tax” or
		“Taxes” means all fees (including documentation, license
		and registration fees), taxes, assessments, levies, impositions, duties,
		withholdings and other charges of any nature whatsoever (including taxes based
		upon or measured by gross receipts, income, profits, sales, use or occupation,
		and value added, ad valorem, transfer, franchise, withholding, payroll, social
		security, employment, excise, documentary, stamp, corporation, corporation
		profits, advance corporation, capital duty, capital gains, capital
		acquisitions, wealth, vehicle registration, social insurance, and property
		taxes) asserted or imposed by any Governmental Authority, together with all
		interest, fines, penalties and additions imposed with respect to such
		amounts.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 13
	 

	 
		 
	 



	 
	 

	 

	 
		“Taxpayer”
		means any Person within the GAL Group or any predecessor of any Person within
		the GAL Group, or any successor to any Person within the GAL Group or Genesis
		and its Subsidiaries (but not including the Servicer or any of its
		Affiliates).
	 

	 
		“Terminating Party” has the meaning assigned to such term in
		Section 10.02(c)(i) of the Servicing Agreement.
	 

	 
		“Termination Notice” has the meaning assigned to such term in
		Section 10.02(c)(i) of the Servicing Agreement.
	 

	 
		“Third Party Claim” means a claim by a third party arising out of a
		matter for which an Indemnified Party is entitled to be indemnified pursuant to
		the indemnity provisions of the Servicing Agreement.
	 

	 
		“Transaction Approval Requirements” has the meaning assigned to such term in
		Section 7.04(c) of the Servicing Agreement.
	 

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

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

	 
		“Utilization Rent” means the utilization rent, supplemental rent,
		and other similar payments (including payments analogous to or consisting of
		maintenance reserves) under each of the Leases.
	 

	 
		“Year” means
		each fiscal year ending December 31.
	 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX A - 14
	 

	 
		 
	 



	 
	 

	 

	 
		APPENDIX B TO THE
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		GUARANTEE dated as of [insert date]
	 

	 
		made by [insert name]
		(“Guarantor”) in favor of GE COMMERCIAL AVIATION SERVICES LIMITED
		(the “Servicer”) and its Affiliates relating to the Servicing
		Agreement dated as of _________ __, 20__ (the “Agreement”),
		between the Servicer and _________________(“GAL”).
	 

	 
		WHEREAS pursuant to the Agreement, the
		Servicer has agreed to provide Services to each Person within the GAL Group in
		accordance with and to the extent set forth in the Agreement;
	 

	 
		WHEREAS the Obligor is a party to the
		Agreement and is liable for any and all amounts due and owing to the Servicer
		and any of its Affiliates under the Agreement; and
	 

	 
		WHEREAS each Person within the GAL Group is
		a direct or indirect beneficiary of the Services performed by the Servicer
		pursuant to the Agreement.
	 

	 
		NOW, THEREFORE, in consideration of the
		premises and to induce the Servicer to enter in the Agreement and to perform
		the Services thereunder, Guarantor hereby agrees, for the benefit of the
		Servicer and its Affiliates, as follows:
	 

	 
		1. Guarantor unconditionally and irrevocably
		guarantees to the Servicer and its Affiliates (a) the due and punctual
		payment of all amounts due to the Servicer and its Affiliates from the Obligor
		under the Agreement, whether now existing or hereafter incurred, and
		(b) the due and punctual performance of all other obligations of the
		Obligor to the Servicer and its Affiliates under the Agreement (all the
		foregoing being hereinafter collectively called the “Obligations”) and any and all fees and expenses (including,
		without limitation, reasonable attorneys’ fees and expenses) incurred by
		the Servicer and its Affiliates in enforcing any rights under this Guarantee,
		all without regard to any counterclaim, set-off, deduction or defense of any
		kind which the Obligor or Guarantor may have or assert, and without abatement,
		suspension, deferment or diminution on account of any event or condition
		whatsoever. In case of failure of the Obligor punctually to pay any of the
		amounts referred to in clause (a) above, Guarantor hereby agrees to cause
		such amounts to be paid punctually when and as the same shall become due and
		payable as if such payment were made by the Obligor. Guarantor further agrees
		that this Guarantee constitutes a guarantee of payment when due and not of
		collection.
	 

	 
		2. The liability of the undersigned under
		this Guarantee shall, to the fullest extent permitted by Applicable Law, be
		unconditional irrespective of (i) any lack of enforceability against the
		Obligor of any Obligation, (ii) any change of the time, manner or place of
		payment, or any other term, of any Obligation, (iii) any exchange, release
		or nonperfection of any collateral securing payment of any Obligation or any
		other guarantee in respect thereof, (iv) any law, regulation or order of
		any jurisdiction affecting any term of any Obligation or the Servicer’s or
		any of its Affiliates’ rights with respect thereto and (v) any other
		circumstance which might vary the risk of or otherwise constitute a defense
		available to, or a discharge of, the Obligor, Guarantor or any surety. The
		Guarantor waives, to the fullest extent permitted by Applicable Law,
		promptness, diligence and notices with respect to any Obligation and this
		Guarantee and any requirement that the Servicer or any of its Affiliates
		exhaust any right or take any action against the Obligor, any collateral
		security or any other guarantor.
	 

	 
		3. In the event that the Guarantor is
		required by any applicable law to make any deduction or withholding for or on
		account of Taxes from any payment to be made by it hereunder, then it shall
		(i) pay over to the government or taxing authority imposing such Tax the
		full amount required to be deducted or withheld (including the full amount
		required to be deducted or withheld from the additional amounts required to be
		paid pursuant to clause (ii) below), (ii) pay to the Servicer or its
		Affiliates, as the case may be, together with such payment such additional
		amounts as may be necessary in order that the net amount received by the
		Servicer or its Affiliates, as the 
	 

	 
		 
	 

	 
		APPENDIX B - 15
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		case may be, will be not less than the full
		amount of such payment which would otherwise have been receivable had no such
		deduction or withholding been required and (iii) forward to the Servicer
		as soon as possible such tax receipts or other official documentation with
		respect to the payment of the Taxes so deducted or withheld as may be issued
		from time to time by such government or taxing authority.
	 

	 
		4. Guarantor further agrees that this
		Guarantee shall continue to be effective or be reinstated, as the case may be,
		if at any time payment, or any part thereof, of any Obligation or interest
		thereon is rescinded or must otherwise be restored by the Servicer upon the
		bankruptcy or reorganization of the Obligor, Guarantor or otherwise.
	 

	 
		5. Upon payment by Guarantor of any sums to
		the Servicer or its Affiliates under this Guarantee, all rights of Guarantor
		against the Obligor arising as a result thereof by way of right of subrogation
		or otherwise shall in all respects be subordinate and junior in right of
		payment to the prior indefeasible payment in full of all the obligations of the
		Obligor under the Agreement.
	 

	 
		6. The Guarantor represents and warrants as
		of the date hereof to the Servicer and its Affiliates that:
	 

	 
		(a) the Guarantor is a [corporation or
		business trust duly organized and validly existing and, if relevant, in good
		standing under the laws of the jurisdiction in which it is legally organized],
		[national banking association duly organized and validly existing in good
		standing under the laws of the United States] and has full power, authority and
		legal right to execute and deliver, and to perform its obligations under, this
		Guarantee;
	 

	 
		(b) the Guarantor has taken all necessary
		corporate and legal action to authorize the guarantee hereunder on the terms
		and conditions of this Guarantee and to authorize its execution, delivery and
		performance;
	 

	 
		(c) this Guarantee has been duly executed
		and delivered by a duly authorized officer or Representative of the Guarantor,
		and constitutes the legal, valid and binding obligation of the Guarantor,
		enforceable against the Guarantor in accordance with its terms;
	 

	 
		(d) the execution, delivery and performance
		of this Guarantee will not constitute a default under or violate any provision
		of any law or regulation, or any judgment or order of any court, arbitrator or
		governmental authority, in each case applicable to the Guarantor, constituent
		documents of the Guarantor, or any agreement to which the Guarantor is a party;
		and
	 

	 
		(e) no consent of any other Person, and no
		consent, license, permit, approval or authorization of, exemption by, notice or
		report to, or registration, filing or declaration with, any Governmental
		Authority, is required in connection with the execution delivery, performance,
		validity or enforceability with respect to the Guarantor of this
		Guarantee.
	 

	 
		7. This Guarantee shall remain in full force
		and effect and be binding in accordance with its terms upon the Guarantor and
		shall inure to the benefit of the Servicer and its Affiliates until all the
		Obligations and the obligations of the Guarantor under this Guarantee shall
		have been satisfied by indefeasible payment in full.
	 

	 
		8. The obligations of Guarantor under this
		Guarantee may not be assigned or delegated without the prior written consent of
		the Servicer.
	 

	 
		 
	 

	 
		APPENDIX B - 16
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		9. [The liability of the Guarantor under
		this Guarantee is limited to the maximum amount that will result in the
		obligations of the Guarantor not constituting a fraudulent conveyance or
		fraudulent transfer under Applicable Law.
	 

	 
		10. ]This Guarantee shall be governed by the
		Documentary Conventions, and all capitalized terms used but not defined herein
		have the meanings assigned to such terms in Appendix A to the Agreement. The
		construction and usage set forth in such Appendix A are incorporated herein by
		reference.
	 

	 
		[11. All of the statements, representations,
		covenants and agreements made by Guarantor contained in this Guarantee are made
		and intended only for the purpose of binding the Trust Estate (as such
		expression is defined in the Trust Agreement) and establishing the existence of
		rights and remedies which can be exercised and enforced against the Trust
		Estate. Therefore, anything contained in this Guarantee to the contrary
		notwithstanding, no recourse shall be had with respect to this Guarantee
		against Guarantor in its individual capacity or against any institution or
		person which becomes a successor trustee or co-trustee or any officer,
		director, trustee, servant or direct or indirect parent or controlling person
		or persons of any of them; provided,
		however, that this Section 11 shall not be construed to
		prohibit any action or proceeding against any party hereto for its own willful
		misconduct or grossly negligent conduct for which it would otherwise be liable;
		and provided, further, that
		nothing contained in this Section 11 shall be construed to limit the
		exercise and enforcement in accordance with the terms of this Guarantee or such
		other agreements of rights and remedies against the Trust Estate.]
	 

	 
		IN WITNESS WHEREOF, Guarantor has executed
		this Guarantee as of the date first above written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  [Insert Name of Guarantor]
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		APPENDIX B - 17
	 

	 
		 
	 



	 
	 

	 

	 
		APPENDIX C TO THE
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		Notices
	 

	 
		If to the Servicer:
	 

	 
		GE Commercial Aviation Services
		Limited
	 

	 
		Aviation House
	 

	 
		Shannon, County Clare
	 

	 
		Ireland
	 

	 
		Attention: Company Secretary
	 

	 
		Fax: (353) 61-360888
	 

	 
		Telephone: (353) 61-706500
	 

	 
		with a copy to:
	 

	 
		GE Commercial Aviation Services LLC
	 

	 
		201 High Ridge Road (Ground Floor)
	 

	 
		Stamford, Connecticut 06927
	 

	 
		Attention: General Counsel
	 

	 
		Fax: (203) 921-0029
	 

	 
		Telephone: (203) 961-2985
	 

	 
		If to GAL:
	 

	 
		Genesis Acquisition
		Limited  
	 

	 
		c/o AIB International Financial Services
		Limited
	 

	 
		AIB International Centre 
	 

	 
		International Financial Services Centre
		
	 

	 
		Dublin 1, Ireland 
	 

	 
		Attention:  John McCormack
	 

	 
		Fax: 353 1 874 3050
	 

	 
		If to the Manager:
	 

	 
		Genesis Lease Limited
	 

	 
		Roselawn House
	 

	 
		University Business Complex
	 

	 
		National Technology Park
	 

	 
		Limerick, Ireland
	 

	 
		Attention: Chief Financial Officer
	 

	 
		Telephone: +353 61 633 333
	 

	 
		Fax: +353 61 633 334
	 

	 
		 
	 

	 
		APPENDIX C
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT A TO THE
SERVICING AGREEMENT
	 

	 
		 
	 

	 
		MONTHLY REPORT TO GAL FOR AIRCRAFT
		ASSETS
	 

	 
		Genesis Acquisition
		Limited
	 

	 
		Servicer’s Report for Aircraft
		Assets for the Period
	 

	 
		[________________]
	 

	 
		 
	 

	 
		 
	 

	 
		EXHIBIT A
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		Summary of commercial
		activity
	 

	 
		All of the Company’s [ # ] aircraft are
		currently on lease, to [ # ] customers in [ # ] countries. 
	 

	 
			
				
				  •
				

			 	
				
				  On [___________] an LOI was signed
				  with [ ________ ] for the lease of MSN [ # ], a __________, for [ # ] months at
				  [ $ _____ ] per month. This aircraft will be redelivering from [___________].
				  
				

			 

 

	 
		Cash disbursements
		expected [_________________________].
	 

	 
			
				
				  Serial Number
				

			 	
				
				  Description of Cost
				

			 	
				
				  Amount
				

			 

 

	 
		Material cash
		disbursements anticipated from [____________ not included in the ______
		Budget].
	 

	 
		Events of
		Loss
	 

	 
		No Event of Loss was reported during the
		Reporting Period.
	 

	 
		Notices of
		Default
	 

	 
		No event of default was issued in the
		previous month.
	 

	 
		Lease Receivables and
		Arrears
	 

	 
		The total outstanding is [ $ ______ ]
		compared to [ $ ______ ] at the end of [ previous reporting period ]. 
	 

	 
		 
	 

	 
		 
	 

	 
		EXHIBIT A
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		Appendix - 1
	 

	 
		Genesis Acquisition
		Limited
	 

	 
		Cash Receipts during the
		Reporting Period – [_____________________]
	 

	 
		 
	 

	 
			
				
				  Lessee
				

			 	
				
				   
				

			 	
				
				  Serial
				  No.
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 	
				
				  Rent
				

			 	
				
				   
				

			 	
				
				  Maintenance
				

			 	
				
				   
				

			 	
				
				  Interest
				

			 	
				
				   
				

			 	
				
				  Other
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0
				  
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0 
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		EXHIBIT A
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		Appendix 2 Arrears as at
		[_________________]
	 

	 
		 
	 

	 
			
				
				  Lessee
				

			 	
				
				   
				

			 	
				
				  Serial
				  No.
				

			 	
				
				   
				

			 	
				
				  Rent
				

			 	
				
				   
				

			 	
				
				  Maintenance
				

			 	
				
				   
				

			 	
				
				  Interest
				

			 	
				
				   
				

			 	
				
				  Other
				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 	
				
				  0
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		EXHIBIT A
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT B TO
	 

	 
		THE SERVICING AGREEMENT
	 

	 
		QUARTERLY REPORT TO GAL FOR THE AIRCRAFT
		ASSETS
	 

	 
		Genesis Acquisition
		Limited
	 

	 
		Servicer’s Quarterly Report for
		Aircraft Assets
	 

	 
		[Month] 1st – [Month] [___]the,
		[_______]
	 

	 
		 
	 

	 
		 
	 

	 
		EXHIBIT B
	 



	 
	 

	 

	 
			
				
				  (a)
				

			 	
				
				  Portfolio
				  Information.
				

			 

 

	 
		See Appendix 1 for
		details.
	 

	 
			
				
				  [(b)
				

			 	
				
				  Concentration of Aircraft
				  (based on [_______________] )]
				

			 

 

	 
		 
	 

	 
			
				
				  Lessee Concentration Limits
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
			
				
				  (c)
				

			 	
				
				  Pending and potential
				  litigation involving any Aircraft Assets or Leases of which the Servicer has
				  written notice.
				

			 

 

	 
			
				
				  (d)
				

			 	
				
				  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 $10,000,000.
				

			 

 

	 
			
				
				  (e)
				

			 	
				
				  Option
				  Information
				

			 

 

	 
			
				
				  (f)
				

			 	
				
				  Leases expiring during the
				  following two quarters ending
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		EXHIBIT B
	 



	 
	 

	 

	 
		QUARTERLY REPORT TO GENESIS ACQUISITION
		LIMITED FOR THE AIRCRAFT ASSETS
	 

	 
		 
	 

	 
		GAL Group
	 

	 
		Cash Receipts - Reporting
		Period - _____________________
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Analysis Of
				  Receipt 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Lessee
				

			 	
				
				   
				

			 	
				
				  Receipt
				  Date
				

			 	
				
				   
				

			 	
				
				  Serial No.

				

			 	
				
				   
				

			 	
				
				  Total
				

			 	
				
				   
				

			 	
				
				  Lease Rent

				

			 	
				
				   
				

			 	
				
				  Supplemental
				  Rents
				

			 	
				
				   
				

			 	
				
				  Security
				  Deposit
				

			 	
				
				   
				

			 	
				
				  Late Payment
				  Interest
				

			 	
				
				   
				

			 	
				
				  Other
				  Receipts
				

			 	
				
				   
				

			 	
				
				  Commentary

				

			 
	 	 	 	 	 	 	$	 	$	 	$	 	$	 	$	 	$	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
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				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				  0.00
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		EXHIBIT B