EXECUTION
		VERSION

	 


	 SECURITY
		TRUST AGREEMENT

	  

	 Dated as
		of April 5, 2007

	  

	 among
		

	  

	 GENESIS
		ACQUISITION LIMITED

	  

	 and


	  

	 THE
		ADDITIONAL GRANTORS REFERRED TO HEREIN

	 as the
		Grantors,

	  

	 and


	  

	 CITIBANK,
		N.A.,

	 as
		Administrative Agent,

	 

		and

	  

	 DEUTSCHE
		BANK TRUST COMPANY AMERICAS

	 as
		Security Trustee and Account Bank

	  

	 

	 
	 

	 
	 TABLE OF
		CONTENTS

	  

	 
			 	 	 	
				Page

				
	
				ARTICLE
				  I DEFINITIONS
 	
				2

				
	
				Section
				  1.01
 	 	
				Definitions

					
				2

				
	
				Section
				  1.02
 	 	
				Construction
				  and Usage
 	
				9

				
	 	 
	
				ARTICLE
				  II SECURITY
 	
				9

				
	
				Section
				  2.01
 	 	
				Grant of
				  Security
 	
				9

				
	
				Section
				  2.02
 	 	
				Security
				  for Obligations
 	
				13

				
	
				Section
				  2.03
 	 	
				Representations
				  and Warranties of the Grantors
 	
				13

				
	
				Section
				  2.04
 	 	
				Grantors
				  Remain Liable
 	
				16

				
	
				Section
				  2.05
 	 	
				Delivery
				  of Collateral
 	
				16

				
	
				Section
				  2.06
 	 	
				Maintenance
				  of Bank Accounts
 	
				18

				
	
				Section
				  2.07
 	 	
				Non-Trustee
				  Accounts
 	
				19

				
	
				Section
				  2.08
 	 	
				Covenants
				  Regarding Assigned Documents
 	
				19

				
	
				Section
				  2.09
 	 	
				Covenants
				  Regarding Security Collateral, Beneficial Interest Collateral, Membership
				  Interest Collateral and Investment Collateral
 	
				21

				
	
				Section
				  2.10
 	 	
				Covenants
				  Regarding Commercial Tort Claims
 	
				23

				
	
				Section
				  2.11
 	 	
				Further
				  Assurances
 	
				23

				
	
				Section
				  2.12
 	 	
				Place of
				  Perfection; Records
 	
				25

				
	
				Section
				  2.13
 	 	
				Voting
				  Rights; Dividends; Etc.
 	
				25

				
	
				Section
				  2.14
 	 	
				Transfers
				  and Other Encumbrances; Additional Shares or Interests
 	
				26

				
	
				Section
				  2.15
 	 	
				Security
				  Trustee Appointed Attorney-in-Fact
 	
				27

				
	
				Section
				  2.16
 	 	
				Security
				  Trustee May Perform
 	
				27

				
	
				Section
				  2.17
 	 	
				Covenant
				  to Pay
 	
				28

				
	
				Section
				  2.18
 	 	
				Delivery
				  of Collateral Supplements
 	
				28

				
	
				Section
				  2.19
 	 	
				Annual
				  Opinion
 	
				28

				
	
				Section
				  2.20
 	 	
				Covenants
				  Regarding Control
 	
				28

				
	
				Section
				  2.21
 	 	
				Share
				  Mortgage; etc.
 	
				29

				
	
				Section
				  2.22
 	 	
				Irish
				  Account Charges
 	
				
				  29

				  
 
	
				Section
				  2.23
 	 	
				Subordination
				  of Intercompany Obligations
 	
				
				  29

				  
 
	 	 
	
				ARTICLE
				  III REMEDIES
 	
				30

				
	
				Section
				  3.01
 	 	
				Remedies

					
				30

				
	
				Section
				  3.02
 	 	
				Irish
				  Conveyancing Acts
 	
				31

				
	 	 
	
				ARTICLE
				  IV SECURITY INTEREST ABSOLUTE
 	
				32

				
	
				Section
				  4.01
 	 	
				Security
				  Interest Absolute
 	
				
				  32

				  
 
	 	 
	
				ARTICLE
				  V THE SECURITY TRUSTEE AND THE ACCOUNT BANK
 	
				
				  32

				  
 
	
				Section
				  5.01
 	 	
				Authorization
				  and Action
 	
				
				  32

				  
 
	
				Section
				  5.02
 	 	
				Limitation
				  of Duties
 	
				
				  
					 33

					 
 
 
	
				Section
				  5.03
 	 	
				Representations
				  or Warranties
 	
				
				  34

				  
 

 

	  

	 i


	  

	  

		
		

		 

	  

	 
			 	 	 	
				Page

				
	
				Section
				  5.04
 	 	
				Reliance;
				  Agents; Advice of Counsel
 	
				34

				
	
				Section
				  5.05
 	 	
				Cape
				  Town Convention
 	
				36

				
	
				Section
				  5.06
 	 	
				No
				  Individual Liability
 	
				36

				
	
				Section
				  5.07
 	 	
				The
				  Account Bank
 	
				36

				
	 	 
	
				ARTICLE
				  VI SUCCESSOR SECURITY TRUSTEES AND ACCOUNT BANK
 	
				36

				
	
				Section
				  6.01
 	 	
				Resignation
				  and Removal of Security Trustee
 	
				36

				
	
				Section
				  6.02
 	 	
				Appointment
				  of Successor
 	
				36

				
	
				Section
				  6.03
 	 	
				The
				  Account Bank
 	
				37

				
	 	 
	
				ARTICLE
				  VII EXPENSES
 	
				37

				
	
				Section
				  7.01
 	 	
				In
				  General
 	
				37

				
	
				Section
				  7.02
 	 	
				Reserved

					
				37

				
	
				Section
				  7.03
 	 	
				No
				  Compensation from Secured Parties
 	
				38

				
	
				Section
				  7.04
 	 	
				Security
				  Trustee and Account Bank Fees
 	
				38

				
	 	 
	
				ARTICLE
				  VIII MISCELLANEOUS
 	
				38

				
	
				Section
				  8.01
 	 	
				Amendments;
				  Waivers; Etc.
 	
				38

				
	
				Section
				  8.02
 	 	
				Addresses
				  for Notices
 	
				39

				
	
				Section
				  8.03
 	 	
				No
				  Waiver; Remedies
 	
				39

				
	
				Section
				  8.04
 	 	
				Severability;
				  Enforcement
 	
				40

				
	
				Section
				  8.05
 	 	
				Continuing
				  Security Interest; Assignments
 	
				40

				
	
				Section
				  8.06
 	 	
				Release
				  and Termination
 	
				40

				
	
				Section
				  8.07
 	 	
				Limited
				  Recourse
 	
				40

				
	
				Section
				  8.08
 	 	
				Governing
				  Law
 	
				41

				
	
				Section
				  8.09
 	 	
				Jurisdiction

					
				41

				
	
				Section
				  8.10
 	 	
				Counterparts

					
				42

				
	
				Section
				  8.11
 	 	
				Table of
				  Contents, Headings, Etc.
 	
				42

				
	
				Section
				  8.12
 	 	
				Effectiveness

					
				42

				

 

	 


	 
			
				SCHEDULES

					 
	
				Schedule
				  I
 	
				Pledged
				  Stock, Pledged Beneficial Interest, Pledged Membership Interest and Pledged
				  Debt
 
	
				Schedule
				  II
 	
				Non-Trustee
				  Account Information
 
	
				Schedule
				  III
 	
				Trade
				  Names
 
	
				Schedule
				  IV
 	
				Jurisdiction
				  of Organization, Chief Place of Business and Chief Executive or Registered
				  Office
 
	
				Schedule
				  V
 	
				Trust
				  Agreements
 
	 	 
	
				EXHIBITS

					 
	
				Exhibit
				  A-1
 	
				Form of
				  Collateral Supplement
 
	
				Exhibit
				  A-2
 	
				Form of
				  Grantor Supplement
 
	
				Exhibit
				  B
 	
				Form of
				  Notice and Acknowledgment
 
	
				Exhibit
				  C
 	
				Form of
				  Deed of Charge over the Irish VAT Refund Account
 
	
				Exhibit
				  D-1
 	
				Form of
				  Aircraft Mortgage
 
	
				Exhibit
				  D-2
 	
				Form of
				  Aircraft Mortgage and Lease Assignment
 
	
				Exhibit
				  D-3
 	
				Form of
				  FAA Lease Security Assignment
 
	
				Exhibit
				  E
 	
				Form of
				  Consent and Agreement
 

 

	 
		 

		ii


		 

		
		   

		  

		  
		  

		   
 
 

	 SECURITY
		TRUST AGREEMENT

	  

	 This
		SECURITY TRUST AGREEMENT (this “Agreement”), dated as of April 5,
		2007, is made among GENESIS ACQUISITION LIMITED, an exempt company organized
		and existing under the laws of Bermuda (the “Borrower”), the Aircraft
		Owning Entities, the Owner Trusts, the Applicable Intermediaries and other
		direct or indirect Subsidiaries of the Borrower listed on the signature pages
		of, or who otherwise become grantors under, this Agreement (each, a
		“Borrower Subsidiary”), the Owner Trustees listed on the signature
		pages of, or who otherwise become grantors under, this Agreement (such Owner
		Trustees, together with the Borrower Subsidiaries and the Borrower, each a
		“Grantor” and collectively the “Grantors”), CITIBANK, N.A.
		(“CNA”), as administrative agent (the “Administrative
		Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking
		corporation (“DBTCA”), as security trustee (in such capacity, the
		“Security Trustee”) and account bank (in such capacity, the
		“Account Bank”).

	  

	 PRELIMINARY
		STATEMENTS:

	  

	 (1)
		The
		Borrower, the Administrative Agent and the Security Trustee, inter
		alia, have
		entered into that certain Credit Agreement (the “Credit Agreement”),
		made and entered into as of the date hereof among the Borrower, Genesis Lease
		Limited, as manager (the “Manager”), the financial institutions set
		forth on Schedule IV thereto, as lenders (the “Lenders”), the
		Administrative Agent, the Security Trustee and the Account Bank.

	  

	 (2)
		Pursuant
		to the Credit Agreement, the Borrower may from time to time borrow one or more
		Advances from the Lenders.

	  

	 (3)
		The
		Borrower is the owner, directly or indirectly, of all of the beneficial
		interests in certain Borrower Subsidiaries, all of the membership interests in
		certain Borrower Subsidiaries and all of the outstanding shares of capital
		stock or other Equity Interest of the other Borrower Subsidiaries, all as
		described in Schedule
		I, as
		amended, supplemented or otherwise modified from time to time in accordance
		with the terms hereof, and in any Collateral Supplement or Grantor
		Supplement.

	  

	 (4)
		The
		Borrower Subsidiaries are, or may from time to time be, parties to lease and
		sub-lease contracts and servicing agreements with respect to the Financed
		Aircraft.

	  

	 (5)
		The
		Borrower and the Borrower Subsidiaries may from time to time grant additional
		security for the benefit of the Secured Parties.

	  

	 (6)
		It is a
		condition precedent to the borrowing of any Advance by the Borrower that each
		Grantor grant the security interests required by this Agreement.

	  

	 (7)
		Each
		Grantor will derive substantial direct and indirect benefit and value from the
		Borrower’s borrowing of the Advances and from entering into the
		Transaction Documents.

	  

	 (8)
		DBTCA is
		willing to act as the Security Trustee and Account Bank under the Credit
		Agreement and under this Agreement.

	  

	 

	 
	 

	 
	  

	 (9) CNA
		is willing to act as the Administrative Agent under the Credit Agreement and
		under this Agreement.

	  

	 (10)
		The
		Borrower, its Subsidiaries and the Servicer have entered into that certain
		Servicing Agreement. 

	  

	 (11) It is a
		condition precedent to the Servicer acting as Servicer under the Servicing
		Agreement that each Grantor grant the security interests granted by this
		Agreement.

	  

	 (12) Each
		Grantor will derive substantial direct and indirect benefit from the
		Servicer’s acting as Servicer under the Servicing Agreement.

	  

	 NOW,
		THEREFORE, in consideration of the premises, each Grantor hereby agrees with
		the Security Trustee for its benefit and the benefit of the Secured Parties as
		follows:

	  

	 ARTICLE
		I

	 DEFINITIONS


	  

	 Section
		1.01 Definitions.
		(a)  Certain
		Defined Terms. For
		the purposes of this Agreement, the following terms have the meanings indicated
		below:

	  

	 “Account
		Bank” has the meaning specified in the recital of parties to this
		Agreement.

	  

	 “Accounts
		Receivable” means, with respect to each Grantor, all of such
		Grantor’s now owned or hereafter acquired or arising accounts, as defined
		in the UCC, including any rights to payment for the sale or lease of goods or
		rendition of services, whether or not they have been earned by
		performance.

	  

	 “Additional
		Grantor” has the meaning specified in Section 8.01(b).

	  

	 “Administrative
		Agent” has the meaning specified in the recital of parties to this
		Agreement.

	  

	 “Agreement”
		has the meaning specified in the recital of parties to this
		Agreement.

	  

	 “Aircraft
		Mortgage” means a Mortgage and Security Agreement substantially in the
		form attached as Exhibit D-1.

	 


	 “Aircraft
		Mortgage and Lease Assignment” means a Mortgage and Security Agreement
		substantially in the form attached as Exhibit D-2.

	 


	 “Aircraft
		Purchase Collateral” has the meaning specified in Section
		2.01(i).

	  

	 “Annual
		Opinion Jurisdiction” means each of (i) New York, (ii) Ireland,
		(iii) Bermuda, and (iv) with respect only to the perfection of
		security interests that may be perfected by filing a financing statement in
		such jurisdiction, the District of Columbia.

	  

	 2


	  

	  

		
		

		
		 
 

	 “Applicable
		Aviation Authority” means any Government Entity that has responsibility
		for the supervision of civil aviation and/or the registration and operations of
		civil aircraft.

	  

	 “Applicable
		Law” means, with respect to any Person, all laws, rules, regulations and
		orders of governmental or regulatory authorities applicable to such Person,
		including, without limitation, the regulations of each Applicable Aviation
		Authority applicable to such Person or, with respect to a lessee under a Lease,
		to the Financed Aircraft operated by it.

	  

	 “Assigned
		Agreement Collateral” has the meaning specified in
		Section 2.01(f).

	  

	 “Assigned
		Agreements” has the meaning specified in
		Section 2.01(f).

	  

	 “Assigned
		Documents” means, collectively, the Assigned Agreements, the Assigned
		Leases, the Secured Service Provider Documents included in the Servicing
		Collateral, the Asset Purchase Agreements, and the Hedge
		Agreements.

	  

	 “Assigned
		Leases” has the meaning specified in Section 2.01(g).

	  

	 “Bank
		Account” means any of the Collection Account, the Supplemental Rent
		Account, the Security Deposit Account, and all other bank and similar accounts
		established with DBTCA relating to Collections with respect to the Aircraft and
		the Leases (whether now existing or hereafter established).

	  

	 “Bank
		Account Collateral” has the meaning specified in
		Section 2.01(d).

	  

	 “Beneficial
		Interest Collateral” has the meaning specified in
		Section 2.01(b).

	  

	 “Blockage
		Notice” means a written notice from the Security Trustee to the Account
		Bank informing the Account Bank that an Event of Default has occurred and is
		continuing and that from the date of delivery of such notice until otherwise
		instructed by the Security Trustee, the Account Bank is to follow the written
		directions and instructions of the Security Trustee with respect to any Bank
		Account or Deposit Account maintained by any Grantor with the Account Bank.
		

	  

	 “Borrower”
		has the meaning specified in the recital of parties to this
		Agreement.

	  

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

	  

	 “Borrower
		Subsidiary” has the meaning specified in the recital of parties to this
		Agreement.

	  

	 “Cape
		Town Lease” means any Lease that has been entered into, extended, assigned
		or novated after March 1, 2006 (A) with a Cape Town Lessee or (B) where the
		related Aircraft is registered in a Contracting State.

	  

	 “Cape
		Town Lessee” means a Lessee under a Lease that is “situated in”
		a Contracting State pursuant to the Cape Town Convention.

	  

	 3


	 
		 

		

		
		

		
		 
 

	 “Certificated
		Security” means a certificated security as defined in
		Section 8-102(a)(4) of the UCC other than a Government
		Security.

	  

	 “Closing
		Date” means April 5, 2007.

	  

	 “CNA”
		has the meaning specified in the recital of parties to this
		Agreement.

	  

	 “Collateral”
		has the meaning specified in Section 2.01.

	  

	 “Collateral
		Supplement” means a supplement to this Agreement in substantially the form
		attached as Exhibit A-1 executed and delivered by a Grantor.

	  

	 “Commercial
		Tort Claim” means any “commercial tort claim” as defined in
		Section 9-102(a)(13) of the UCC.

	  

	 “Control”
		has the meaning specified in Section 2.20.

	  

	 “Control
		Agreement” has the meaning specified in Section 2.07(b)(i).

	  

	 “Credit
		Agreement” has the meaning set forth in the Preliminary
		Statements.

	  

	 “DBTCA”
		has the meaning specified in the recital of parties to this
		Agreement.

	  

	 “Deposit
		Account” means a deposit account as defined in Section 9-102(a)(29) of the
		UCC.

	  

	 “Eligible
		Institution” means (a) DBTCA in its capacity as Security Trustee, so
		long as it (i) has either (A) a long-term unsecured debt rating of
		AA- (or the equivalent) or better by each Rating Agency or (B) a
		short-term unsecured debt rating of A-1 by Standard & Poor’s and P-1
		by Moody’s and (ii) can act as a securities intermediary under the
		New York Uniform Commercial Code; (b) any bank organized under the laws of
		the United States of America or any state thereof, or the District of Columbia
		(or any branch of a foreign bank licensed under any such laws), so long as it
		(i) has either (A) a long-term unsecured debt rating of AA (or the
		equivalent) or better by each Rating Agency or (B) a short-term unsecured
		debt rating of A-1+ by Standard & Poor’s and P-1 by Moody’s and
		(ii) can act as a securities intermediary under the New York Uniform
		Commercial Code; and (c) any other bank or financial institution
		reasonably acceptable to the Administrative Agent.

	  

	 “Excluded
		Payments” means, with respect to any Aircraft, its related Lease and the
		Related Security, (i) indemnity or similar payments (whether or not
		payable as supplemental rent) paid or payable by the Lessee under such Lease to
		the indemnitee or other payee entitled thereto pursuant to such Lease or any
		related agreements (unless such indemnitee or other payee is a Borrower Group
		Member or had previously been reimbursed pursuant to Section 7.1(e) of the
		Credit Agreement for any expense or loss related to such indemnity or similar
		payments), (ii) proceeds of public liability insurance in respect of such
		Aircraft payable as a result of insurance claims made, or losses suffered, by
		the indemnitee or payee entitled thereto (unless the recipient of such proceeds
		is a Borrower Group Member or had previously been reimbursed pursuant to
		Section 7.1(e) of the Credit Agreement for any expense or loss related to
		the payment 

	  

	 4


	  

	 

	 
	 

	 
	  

	 of such
		proceeds), (iii) proceeds of hull insurance maintained with respect to
		such Aircraft by the relevant Aircraft Owning Entity or any Affiliate of such
		Aircraft Owning Entity (including a Service Provider) and not required under
		the then-current Lease or under this Agreement or any other Transaction
		Documents for such Aircraft (it being agreed that only liability related
		insurance proceeds under the Contingent Policy shall be Excluded Payments),
		(iv) any interest paid or payable on any amounts described in
		clauses (i) through (iii) of this definition, and (v) the proceeds
		from the enforcement by the relevant Aircraft Owning Entity or other indemnitee
		or payee of the payment of any amount described in clauses (i) through
		(iv) of this definition.

	  

	 “Excluded
		Property” means, collectively, (i) any Excluded Payment, (ii) any permit
		or license held by any Grantor to the extent that any Applicable Law applicable
		thereto prohibits the creation of a Lien thereon, but only, in each case, to
		the extent, and for so long as, such prohibition is not terminated or rendered
		unenforceable or otherwise deemed ineffective by the UCC or any other
		Applicable Law.

	  

	 “FAA”
		means the Federal Aviation Administration of the United States of
		America.

	 


	 “FAA
		Lease Security Assignment” means a Lease Security Assignment substantially
		in the form attached as Exhibit D-3.

	 


	 “Federal
		Aviation Code” means Title 49 of the United States Code, which, among
		other things, recorded and replaced the U.S. Federal Aviation Act of 1958 and
		the regulation promulgated thereunder, or any subsequent legislation that
		amends, supplements or supersedes such provisions. 

	 


	 “Government
		Security” means any security that is issued or guaranteed by the United
		States of America or an agency or instrumentality thereof and that is
		maintained in book-entry on the records of the Federal Reserve Bank of New York
		(or any other Federal Reserve Bank Branch) and is subject to the Revised
		Book-Entry Rules.

	  

	 “Grantor”
		has the meaning specified in the recital of parties to this
		Agreement.

	  

	 “Grantor
		Supplement” means a supplement to this Agreement in substantially the form
		attached as Exhibit A-2 executed and delivered by a Grantor.

	  

	 “Hedge
		Agreement Collateral” has the meaning specified in Section
		2.01(j).

	  

	 “Hedge
		Provider” means the counterparty to the Borrower under any Hedge
		Agreement. 

	  

	 “Instrument”
		means any “instrument” as defined in Section 9-102(a)(47) of the
		UCC.

	  

	 “Intercompany
		Obligations” means the obligations of any Borrower Subsidiary to the
		Borrower.

	  

	 
		5


		 

		

		
		

		
		 
 

	 “Investment
		Collateral” has the meaning specified in
		Section 2.01(e).

	  

	 “Irish
		Account Charge” means an Irish law governed account charge in
		substantially the form attached as Exhibit C, to be executed and delivered by
		the Borrower as further described in Section 2.22.

	  

	 “Irish
		Share Mortgage” means an Irish law governed mortgage over shares in form
		and substance reasonably satisfactory to the Security Trustee.

	  

	 “Lease
		Assignment Documents” means, in respect of any Assigned Lease,
		(a) any agreement providing for the novation thereof to substitute, or the
		assignment thereof to, a Borrower Group Member as the Lessor, (b) any
		agreement or instrument supplemental to this Agreement for the purpose of
		effecting and/or perfecting the assignment of, and the grant of a lien upon,
		such Assigned Lease in favor of the Security Trustee under any Applicable Law,
		(c) any notice provided to the Lessee thereof of the assignment thereof
		pursuant to this Agreement and/or such supplement, (d) any acknowledgment
		of such assignment by such Lessee and (e) any undertaking of quiet
		enjoyment given by the Security Trustee in respect thereof, in each case as
		such may be amended, restated and/or otherwise modified from time to
		time.

	  

	 “Lease
		Collateral” has the meaning specified in
		Section 2.01(g).

	  

	 “Lenders”
		has the meaning set forth in the Preliminary Statements.

	  

	 “Letter
		of Credit” means any “letter of credit” as defined in
		Section 5-102 of the UCC.

	  

	 “Letter
		of Credit Right” means any “letter of credit right” as defined
		in Section 9-102(a)(51) of the UCC.

	  

	 “Membership
		Interest Collateral” has the meaning specified in
		Section 2.01(c).

	  

	 “Non-Trustee
		Account” means bank or similar account maintained with a Non-Trustee
		Bank.

	  

	 “Non-Trustee
		Account Banks” has the meaning specified in
		Section 2.07.

	  

	 “Non-Trustee
		Account Collateral” has the meaning specified in
		Section 2.01(q).

	  

	 “Officer’s
		Certificate” means a certificate signed by, with respect to any Person,
		any authorized officer, director, trustee or equivalent representative of such
		Person.

	  

	 “Opinion
		of Counsel” means a written opinion of counsel, who may be counsel for the
		Borrower, and who shall be reasonably acceptable to the Security Trustee and
		the Administrative Agent.

	  

	 “Pledged
		Beneficial Interests” means the beneficial interests identified in any of
		Schedule I, any
		Collateral Supplement or any Grantor Supplement.

	  

	 6


	 
		 


		
		

		
		 
 

	 “Pledged
		Debt” means the Intercompany Obligations and the indebtedness identified
		in any of Schedule I, any
		Collateral Supplement or any Grantor Supplement.

	  

	 “Pledged
		Membership Interests” means the membership interests identified in any of
		Schedule I, any
		Collateral Supplement or any Grantor Supplement.

	  

	 “Pledged
		Stock” means the capital stock identified in any of Schedule I, any
		Collateral Supplement or any Grantor Supplement.

	  

	 “Relevant
		Collateral” has the meaning specified in
		Section 2.09(a).

	  

	 “Rental
		Payments” means all rental and lease payments and other amounts equivalent
		to a rental or lease payment payable by or on behalf of an Obligor (including,
		for the purposes hereof, an Applicable Intermediary) under a Lease, including
		any payments pursuant to a contractual option granted by the lessor or owner
		(including pursuant to a conditional sale agreement) as to the purchase of the
		applicable Aircraft.

	  

	 “Required
		Cape Town Registrations” has the meaning set forth in Section
		2.11(g).

	  

	 “Revised
		Book-Entry Rules” means 31 C.F.R. § 357 (Treasury bills, notes
		and bonds); 12 C.F.R. § 615 (book-entry securities of the Farm
		Credit Administration); 12 C.F.R. §§ 910 and 912
		(book-entry securities of the Federal Home Loan Banks); 24 C.F.R.
		§ 81 (book-entry securities of the Federal National Mortgage
		Association and the Federal Home Loan Mortgage Corporation); 12 C.F.R.
		§ 1511 (book-entry securities of the Resolution Funding Corporation
		or any successor thereto); 31 C.F.R. § 354 (book-entry securities of
		the Student Loan Marketing Association); and any substantially comparable
		book-entry rules of any other Federal agency or instrumentality of the United
		States.

	  

	 “Secured
		Hedge Agreement” means a Hedge Agreement in respect of which the Hedge
		Provider has executed and delivered to the Security Trustee a Secured Party
		Supplement.

	 


	 “Secured
		Hedge Provider” means the Hedge Provider of a Secured Hedge
		Agreement.

	 


	 “Secured
		Obligations” means the Obligations under, and as defined in, the Credit
		Agreement, the Secured Service Provider Obligations, and the Secured Hedge
		Provider Obligations.

	  

	 “Secured
		Party” means any of or, in the plural form, all of the Security Trustee,
		each Secured Service Provider, each Secured Hedge Provider, the Administrative
		Agent and each Lender.

	  

	 “Secured
		Party Supplement” means a supplement to this Agreement in substantially
		the form attached as Exhibit A executed and delivered between the Security
		Trustee and a Service Provider or a Secured Hedge Provider.

	 


	 “Secured
		Service Provider” means any of the Servicer and each other provider of
		services under a Secured Service Provider Document.

	  

	 7


	 
		 


		
		

		
		 
 

	 “Secured
		Service Provider Document” means (a) each Service Provider Agreement
		and (b) any other service agreement with respect to the Aircraft entered
		into by a Borrower Group Member in accordance with the Credit
		Agreement.

	 


	 “Secured
		Service Provider Obligations” means, collectively, the obligations now or
		hereafter existing of any Borrower Group Member to a Service Provider under a
		Secured Service Provider Document.

	 


	 “Securities
		Account” means a securities account as defined in Section 8-501(a) of
		the UCC maintained in the name of the Security Trustee as “entitlement
		holder” (as defined in Section 8-102(a)(7) of the UCC) on the books
		and records of any Securities Intermediary who has agreed that its securities
		intermediary jurisdiction (within the meaning of Section 8-110(e) of the
		UCC) is the State of New York; provided,
		however, that
		such securities account is governed by documentation (if required by the
		Administrative Agent) reasonably satisfactory to the Administrative
		Agent.

	 


	 “Securities
		Intermediary” means any “securities intermediary” of the
		Security Trustee as defined in 31 C.F.R. Section 357.2 or
		Section 8-102(a)(14) of the UCC; provided,
		however, that
		such securities intermediary is reasonably satisfactory to the Administrative
		Agent.

	  

	 “Security
		Collateral” has the meaning specified in
		Section 2.01(a).

	  

	 “Service
		Provider” means the service providers with respect to any Secured Service
		Provider Document described in clause (a) or (b) of the definition
		thereof.

	  

	 “Servicing
		Collateral” has the meaning specified in
		Section 2.01(h).

	  

	 “Supporting
		Obligation” means any “supporting obligation” as defined in
		Section 9-102(a)(77) of the UCC.

	  

	 “UCC”
		means, as of any date, the Uniform Commercial Code as in effect on such date in
		the State of New York; provided,
		however, that
		if by reason of mandatory provisions of law, the perfection or the effect of
		perfection or non-perfection of the security interest in any Collateral is
		governed by the Uniform Commercial Code as in effect in a jurisdiction other
		than New York, “UCC” means the Uniform Commercial Code as in effect
		in such other jurisdiction for purposes of the provisions of this Agreement
		relating to such perfection or effect of perfection or
		non-perfection.

	  

	 “Uncertificated
		Security” means an uncertificated security as defined in
		Section 8-102(a)(18) of the UCC other than a Government
		Security.

	  

	 (b) Terms
		Defined in the Cape Town Convention. The
		following terms shall have the respective meanings ascribed thereto in the Cape
		Town Convention: “Administrator”, “Aircraft Object”,
		“Contracting State”, “Contract of Sale”,
		“International Interest”, “International Registry”,
		“power to dispose”, “Professional User”, “Prospective
		International Interest”, “situated in” and “Transacting
		User”.

	  

	 8


	 
		 


		
		

		
		 
 

	 (c)
		Terms
		Defined in the Credit Agreement. For
		all purposes of this Agreement, all capitalized terms used, but not defined, in
		this Agreement shall have the respective meanings assigned to such terms in the
		Credit Agreement.

	  

	 Section 1.02
		Construction and Usage. The
		conventions of construction and usage set forth in Section 1.2 of the
		Credit Agreement are hereby incorporated by reference in this
		Agreement.

	  

	 Section 1.03 References
		to Agreements.
		References to this Agreement and each other agreement defined in this Agreement
		shall include all appendices, exhibits and schedules thereto. If (i) the prior
		written consent of the Security Trustee is required hereunder for an amendment,
		restatement, supplement or other modification to any such agreement and such
		consent is obtained, or (ii) the prior written consent of the Security Trustee
		is not required hereunder for an amendment, restatement, supplement or other
		modification to any such agreement and such consent is not obtained, in each
		case, references in this Agreement to such agreement shall be to such agreement
		as so amended, restated, supplemented or otherwise modified.

	  

	 ARTICLE
		II

	 SECURITY


	  

	 Section 2.01
		Grant of Security. To
		secure the Secured Obligations, each Grantor hereby agrees to assign and pledge
		and hereby assigns and pledges to the Security Trustee for its benefit and the
		benefit of the other Secured Parties, and hereby grants to the Security Trustee
		for its benefit and the benefit of the Secured Parties a security interest in,
		all of such Grantor’s right, title and interest in, to and under the
		following now owned or at any time hereafter acquired by such Grantor or in
		which such Grantor now has or at any time in the future may acquire any right,
		title or interests (provided,
		however, that
		no such assignment or pledge of, and no security interest in, any Secured
		Service Provider Document shall be for the benefit of a Secured Party party to
		such Secured Service Provider Document) (collectively, the
		“Collateral”):

	  

	 (a)
		With
		respect to each Grantor, all of the following (the “Security
		Collateral”):

	  

	 (i)
		the
		Pledged Stock and the certificates representing such Pledged Stock, and all
		dividends, cash, instruments and other property from time to time received,
		receivable or otherwise distributed in respect of or in exchange for any or all
		of such Pledged Stock;

	  

	 (ii)
		the
		Pledged Debt and all instruments evidencing the Pledged Debt, and all interest,
		cash, instruments and other property from time to time received, receivable or
		otherwise distributed in respect of or in exchange for any or all of such
		Pledged Debt;

	  

	 (iii)
		all
		additional shares of the capital stock of any Borrower Group Member (whether
		now existing or hereafter created) from time to time acquired by such Grantor
		in any manner, including the capital stock of any Borrower Group Member that
		may be formed from time to time, and all certificates, if any, representing
		such additional 

	 

		 

		9


		
		   


		  
		  

		   
 

	  

	 shares
		of the capital stock and all dividends, cash, instruments and other property
		from time to time received, receivable or otherwise distributed in respect of
		or in exchange for any or all such additional shares; and

	  

	 (iv)
		all
		additional indebtedness from time to time owed to such Grantor by any Person
		and the instruments evidencing such indebtedness, and all interest, cash,
		instruments and other property from time to time received, receivable or
		otherwise distributed in respect of or in exchange for any or all of such
		indebtedness;

	  

	 (b)
		with
		respect to each Grantor, all of the following (the “Beneficial Interest
		Collateral”):

	  

	 (i)
		the
		Pledged Beneficial Interests, all certificates, if any, from time to time
		representing all of such Grantor’s right, title and interest in the
		Pledged Beneficial Interests, any contracts and instruments pursuant to which
		any such Pledged Beneficial Interests are created or issued and all
		distributions, cash, instruments and other property from time to time received,
		receivable or otherwise distributed in respect of or in exchange for any or all
		of such Pledged Beneficial Interests; and

	  

	 (ii)
		all
		additional beneficial interests in any Borrower Group Member (whether now
		existing or hereafter created), from time to time acquired by such Grantor in
		any manner, including the beneficial interests in any Borrower Group Member
		that may be formed from time to time, and all certificates, if any, from time
		to time representing such additional beneficial interests and all
		distributions, cash, instruments and other property from time to time received,
		receivable or otherwise distributed in respect of or in exchange for any or all
		such additional beneficial interests;

	  

	 (c)
		with
		respect to each Grantor, all of the following (the “Membership Interest
		Collateral”):

	  

	 (i)
		the
		Pledged Membership Interests, all certificates, if any, from time to time
		representing any of such Grantor’s right, title and interest in the
		Pledged Membership Interests, any contracts and instruments pursuant to which
		any such Pledged Membership Interests are created or issued and all
		distributions, cash, instruments and other property from time to time received,
		receivable or otherwise distributed in respect of or in exchange for any or all
		of the Pledged Membership Interest; and

	  

	 (ii)
		all
		additional membership interests in any Borrower Subsidiary (whether now
		existing or hereafter created) from time to time acquired by such Grantor in
		any manner, all certificates, if any, from time to time representing such
		additional membership interests and all distributions, cash, instruments and
		other property from time to time received, receivable or otherwise distributed
		in respect of or in exchange for any or all such additional membership
		interests;

	 
		 

		10


		
		   

		  

		  
		  

		  
		   
 
 

	 (d)
		with
		respect to each Grantor, all of the following (collectively, the “Bank
		Account Collateral”):

	  

	 (i)
		each
		Bank Account that at any time or from time to time established;

	  

	 (ii)
		all
		Deposit Accounts that at any time or from time to time established;
		and

	  

	 (iii)
		all
		cash, investment property, Eligible Investments, other investments, securities,
		instruments or other property (including all “financial assets”
		within the meaning of Section 8-102(a)(9) of the UCC) at any time or from
		time to time credited to any such Bank Account or Deposit Account;


	  

	 (e)
		with
		respect to each Grantor, all other “investment property” as defined
		in Section 9-102(a)(49) of the UCC of such Grantor (the “Investment
		Collateral”) including:

	  

	 (i) all
		Eligible Investments made or acquired from or with the proceeds of any
		Non-Trustee Account Collateral of such Grantor from time to time and all
		certificates and instruments, if any, from time to time representing or
		evidencing such Eligible Investments; and

	 


	 (ii) any
		interest, dividends, instruments and other property from time to time received,
		receivable or otherwise distributed in respect of or in exchange for any or all
		of the then existing Investment Collateral;

	 


	 (f)
		with
		respect to each Grantor, all of the following (the “Assigned Agreement
		Collateral”):

	  

	 (i)
		all
		security assignments, cash deposit agreements and other security agreements
		executed in its favor with respect to the Aircraft or any of the Leases, in
		each case as such agreements may be amended, restated and/or otherwise modified
		from time to time (collectively, the “Assigned Agreements”);
		and

	  

	 (ii)
		all
		other property of whatever nature, in each case pledged, assigned or
		transferred to it or mortgaged or charged in its favor pursuant to any Assigned
		Document and all Supporting Obligations relating to any Assigned
		Agreement;

	  

	 (g)
		with
		respect to each Grantor, all Leases to which such Grantor is or may from time
		to time be party and any leasing arrangements among Borrower Group Members
		(whether now existing or hereafter created) with respect to such Leases
		together with all Related Security with respect thereto (all such Leases and
		Related Security, the “Assigned Leases”), including, without
		limitation, (i) all rights of such Grantor to receive Rental Payments and
		other moneys due and to become due under or pursuant to such Assigned Leases,
		(ii) all rights of such Grantor to receive proceeds of any insurance,
		indemnity, warranty or guaranty pursuant to, or with respect to, such Assigned
		Leases, (iii) claims of such Grantor for damages arising out of or for
		breach or default under such Assigned Leases, (iv) all rights under any
		such Assigned Lease with respect to any subleases of the Aircraft subject to
		such Assigned Lease and (v) the right of 

	 
		 

		11


		
		   

		  

		  
		  

		   
 

	  

	 such
		Grantor to terminate such Assigned Leases and to compel performance of, and
		otherwise to exercise all remedies under, any Assigned Lease, whether arising
		under such Assigned Leases or by statute, at law or in equity (the “Lease
		Collateral”);

	  

	 (h)
		with
		respect to each Grantor, each Secured Service Provider Document, including,
		without limitation, (i) all rights of such Grantor to receive any moneys
		due or payable under or pursuant to such Secured Service Provider Document,
		(ii) any claims of such Grantor for damages arising out of, or for breach
		or default under, such Secured Service Provider Document, (iii) all rights
		to indemnification under such Secured Service Provider Document and (iv) all
		rights to compel performance under such Secured Service Provider Document, and
		otherwise to exercise any and all remedies under such Secured Service Provider
		Document, in each case, whether arising under such Secured Service Provider
		Document by statute, at law or in equity (the “Servicing
		Collateral”);

	  

	 (i)
		with
		respect to each Grantor, each Asset Purchase Agreement, including, without
		limitation, (i) all rights of such Grantor to receive moneys due or to
		become due under or pursuant to any Asset Purchase Agreement, (ii) any
		claims of such Grantor for damages arising out of, or for breach or default
		under, any Asset Purchase Agreement and (iii) all right to compel
		performance of the vendors pursuant to any Asset Purchase Agreement and
		otherwise to exercise any and all remedies under any Asset Purchase Agreement,
		in each case, whether arising under any Asset Purchase Agreement, by statute,
		at law or in equity (the “Aircraft Purchase
		Collateral”);

	  

	 (j)
		with
		respect to the Borrower, each Hedge Agreement, including, without limitation,
		(i) all rights of the Borrower to receive moneys due or to become due
		under or pursuant to such Hedge Agreement, (ii) any claims of the Borrower
		for damages arising out of, or for breach or default under, such Hedge
		Agreement and (iii) all rights to compel performance of the counterparty
		under such Hedge Agreement, and otherwise to exercise any and all remedies
		under such Hedge Agreement, in each case, whether arising under such Hedge
		Agreement by statute, at law or in equity (the “Hedge Agreement
		Collateral”).

	  

	 (k)
		with
		respect to each Grantor, the personal property identified in a Grantor
		Supplement or a Collateral Supplement executed and delivered by such Grantor to
		the Security Trustee;

	  

	 (l)
		with
		respect to each Grantor, all of such Grantor’s Accounts
		Receivable;

	  

	 (m)
		with
		respect to each Grantor, all Commercial Tort Claims;

	  

	 (n)
		with
		respect to each Grantor, all of such Grantor’s Letters of Credit and
		Letter of Credit Rights;

	  

	 (o)
		all
		books, records and other property related to or referring to any of the
		foregoing, including books, records, account ledgers, data processing records,
		computer software and other property and general intangibles at any time
		evidencing or relating to any of the foregoing;

	 
		 

		12


		
		   

		  

		  
		  

		  
		   
 
 

	 (p)
		with
		respect to each Grantor, (i) the Aircraft Objects and (ii) any money or
		non-money proceeds of an Aircraft Object arising from the total or partial loss
		or physical destruction of the Aircraft Object or its total or partial
		confiscation, condemnation or requisition;

	  

	 (q)
		all of
		the following (collectively, the “Non-Trustee Account
		Collateral”):

	  

	 (i)
		all of
		the Non-Trustee Accounts in such Grantor’s name, all funds or any other
		interest held or required by the terms of the Credit Agreement to be held in,
		and all certificates and instruments, if any, from time to time representing or
		evidencing, such Non-Trustee Accounts;

	  

	 (ii)
		all
		notes, certificates of deposit, Deposit Accounts, checks and other instruments
		from time to time hereafter delivered to or otherwise possessed by such Grantor
		or by the Security Trustee for or on behalf of such Grantor in substitution for
		or in addition to any or all of the then existing Non-Trustee Account
		Collateral; and

	  

	 (iii)
		all
		interest, dividends, cash, instruments and other property from time to time
		received, receivable or otherwise distributed in respect of or in exchange for
		any or all of the then existing Non-Trustee Account Collateral;
		and

	  

	 (r)
		all
		proceeds of any and all of the foregoing Collateral (including proceeds that
		constitute property of the types described above);

	  

	 provided,
		however, that
		Collateral shall not include (a) any Excluded Property and/or (ii) any
		distributions, dividends or other payments that are received as a result of a
		distribution in accordance with Section 7.1(e) of the Credit Agreement
		shall be excluded from the Collateral.

	  

	 Section
		2.02 Security for Obligations. This
		Agreement secures the payment and performance by the Grantors of all Secured
		Obligations and the security interests and other rights and benefits granted
		hereunder shall be held by the Security Trustee in trust for the Secured
		Parties. Without limiting the generality of the foregoing, this Agreement
		secures the payment of all amounts that constitute part of the Secured
		Obligations and would be owed by any Grantor to any Secured Party but for the
		fact that such Secured Obligations are unenforceable or not allowed due to the
		existence of a bankruptcy, reorganization or similar proceeding involving such
		Grantor. The Secured Obligations shall have the priority of payment set forth
		in Section 7.1(e) of the Credit Agreement. 

	  

	 Section
		2.03 Representations and Warranties of the Grantors. Each
		Grantor represents and warrants as of the date of this Agreement, as of each
		Advance Date and as of each Payment Date, as follows:

	  

	 (a)
		The
		Grantors are the legal and beneficial owners of the Collateral and the
		applicable Aircraft (except for those Grantors which do not hold title to an
		Aircraft) free and clear of any Adverse Claims. No effective financing
		statement or other instrument similar in effect (which, for the avoidance of
		doubt, shall not include any Contract of Sale in favor of any Grantor) covering
		all or any part of the Collateral or the Aircraft or any International Interest
		in respect thereof is on file in any recording office or registered in the
		International Registry, except 

	 
		 

		13


		 

		 

		  
		  

		   
 

	  

	 such as
		may have been filed with respect to the Collateral (i) in favor of the Security
		Trustee or (ii) with respect to any Permitted Lien.

	  

	 (b)
		This
		Agreement creates a valid and (upon the taking of the actions described in
		clauses (iii)(1), (iii)(2), (iii)(3), (iii)(4), (iii)(5), and (iii)(6) of
		Section 2.03(d)) perfected security interest in the Collateral as security
		for the Secured Obligations, and such security interest is subject in priority
		to no other Liens (other than Permitted Liens), and all filings and other
		actions necessary to perfect and protect such security interest will be taken.
		Other than (i) the security interest granted to the Security Trustee
		pursuant to this Agreement, and (ii) as expressly permitted by the Credit
		Agreement, the Grantors have not pledged, assigned, sold, granted a security
		interest or Lien in, or otherwise conveyed, any of the Collateral. The Grantors
		have not authorized the filing of, and are not aware of, any financing
		statements or other instrument similar in effect or the registration of any
		International Interest against any Grantor or any Aircraft that include a
		description of collateral covering the Collateral or any Aircraft other than
		any financing statement or registration of an International Interest or
		prospective International Interest relating to the security interest granted to
		the Security Trustee hereunder or in favor of a Borrower Group Member or that
		has been terminated, in each case as of the date this representation and
		warranty is given as to such Grantor, Aircraft and Collateral. The Grantors are
		not aware of any judgment or tax lien (other than Permitted Liens) filings
		against any Grantor or with respect to any Collateral or any
		Aircraft.

	  

	 (c)
		No
		Grantor has any trade names except as set forth on Schedule
		III
		hereto.

	  

	 (d)
		No
		consent of any other Person and no authorization, approval or other action by,
		and no notice to or filing with, any governmental authority or regulatory body
		or other third party (including, for the avoidance of doubt, the International
		Registry) is required for (i) the grant by such Grantor of the collateral
		assignment and security interest granted hereby, (ii) the execution,
		delivery or performance of this Agreement by such Grantor or (iii) the
		perfection, priority or maintenance of the pledge, assignment and security
		interest created hereby, except for (1) the filing of financing and
		continuation statements under the UCC with respect to the security interest
		created by this Agreement, (2) with respect to each Aircraft (and any
		related Assigned Lease) registered with the FAA, the filing with the FAA, in
		due form, for recordation where applicable, pursuant to the Federal Aviation
		Code of any and all title, registration and financing documentation necessary
		to accomplish the purposes of this Agreement, including, without limitation, an
		Aircraft Mortgage, an Aircraft Mortgage and Lease Assignment and/or an FAA
		Lease Security Assignment, as applicable, with respect to such Aircraft and/or
		the related Assigned Lease, (3) the Required Cape Town Registrations,
		(4) filings where appropriate with the International Registry created
		pursuant to the Cape Town Convention, (5) the filing by a Grantor
		incorporated in Ireland or a Grantor with a place of business or assets
		(including without limitation shares in a company organized under the law of
		Ireland) located in Ireland of particulars of this Agreement (and any Grantor
		Supplement or Collateral Supplement) and the filing by any Grantor of
		particulars of an Irish Share Mortgage or an Irish Account Charge, with the
		Irish Companies Registration Office and the Irish Revenue Commissioners within
		21 days following the execution and delivery by such Grantor of this
		Agreement (and any Grantor Supplement or Collateral Supplement) or of such
		Irish Share Mortgage, respectively, (6) the filing by the Borrower and any
		other Grantor organized under the law of Bermuda of particulars of this
		Agreement (and any Grantor Supplement or Collateral 

	 
		 

		14


		 

		 

		  
		  

		   
 

	  

	 Supplement
		executed by it) with the Bermuda Registrar of Companies, and (7) where
		applicable, the filing of the statutory declaration required by Irish financial
		assistance legislation with the Irish Companies Registration Office within 21
		days following execution of any Irish incorporated Grantor of this Agreement
		(and any Grantor Supplement or Collateral Supplement).

	  

	 (e)
		The
		jurisdiction of organization, organizational ID number (for a non-U.S. entity,
		to the extent a Government Entity in the jurisdiction of domicile of such
		entity issues such ID numbers), the chief place of business and chief executive
		or registered office of such Grantor are located at the address specified
		opposite the name of such Grantor on Schedule IV hereto,
		as amended, supplemented or otherwise modified from time to time in accordance
		with the terms hereof.

	  

	 (f)
		The
		Pledged Stock constitutes the percentage of the issued and outstanding shares
		of capital stock of the issuers thereof indicated on Schedule I hereto.
		The Pledged Membership Interests constitute the percentage of the membership
		interests of the issuers thereof indicated on Schedule I hereto.
		The Pledged Beneficial Interests constitute the percentage of the beneficial
		interest of the issuers thereof indicated on Schedule I
		hereto.

	  

	 (g)
		The
		Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial
		Interests (i) have been duly authorized and validly issued and are fully paid
		and nonassessable (or, in the case of Pledged Membership Interests and Pledged
		Beneficial Interests, not subject to any capital call or other additional
		capital requirement) and not subject to any preemptive rights, warrants,
		options or similar rights or restrictions in favor of third parties or any
		contractual or other restrictions upon transfer other than in favor of any
		Lessee or otherwise as may be permitted or required under the Credit Agreement
		and (ii) constitute all of the outstanding share of capital stock, all of the
		beneficial interests and, as applicable, all of the membership interests in all
		of the Borrower Group Members as of the date hereof. To such Grantor’s
		knowledge, the Pledged Debt has been duly authorized, authenticated or issued
		and delivered, is the legal, valid and binding obligation of each obligor
		thereunder and is not in default.

	  

	 (h)
		All
		certificates or instruments evidencing the Pledged Stock, the Pledged
		Beneficial Interests and the Pledged Membership Interests have been delivered
		to the Security Trustee. The Pledged Stock, the Pledged Beneficial Interests
		and the Pledged Membership Interests either (i) are in bearer form,
		(ii) have been endorsed, by an effective endorsement, to the Security
		Trustee or in blank or (iii) have been registered in the name of the
		Security Trustee. None of the certificates or instruments evidencing Pledged
		Stock, the Pledged Beneficial Interests and the Pledged Membership Interests
		have any marks or notations indicating that they have been pledged, assigned or
		otherwise conveyed to any Person other than the Security Trustee.

	 
		 
 

	 (i)
		A true
		and complete copy of each Assigned Document has been delivered to the Security
		Trustee. Each Assigned Document has been duly authorized, executed and
		delivered by the Grantor party thereto, is in full force and effect and is
		binding upon and enforceable against the respective Borrower Group Member in
		accordance with its terms, except as such enforceability may be limited by
		(i) applicable bankruptcy, insolvency, reorganization or other similar
		laws, and (ii) general principles of equity.

	 
		
		   

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	 (j)
		Except
		as provided in Section 6.2(d)(vi) of the Credit Agreement, a true and
		complete original copy (or, if not available, a certified true copy) of each
		Lease to which a Borrower Group Member is a party has been delivered to the
		Security Trustee. To the knowledge of such Grantor, each such Lease has been
		duly authorized, executed and delivered by all parties thereto, is in full
		force and effect and is binding upon and enforceable against each Borrower
		Group Member which is a party thereto in accordance with its terms. Each Lease
		constitutes “tangible chattel paper” within the meaning of
		Section 9-102(a)(78) of the UCC. No such Lease has any marks or notations
		indicating that it has been pledged, assigned or otherwise conveyed to any
		Person other than the Security Trustee.

	  

	 (k)
		Each
		Bank Account located in the United States constitutes a Deposit Account or a
		Securities Account.

	  

	 (l)
		Each of
		the Hedge Agreements and the Asset Purchase Agreements constitutes
		“general intangibles” within the meaning of Section 9-102(a)(42)
		of the UCC.

	  

	 (m)
		Each
		direct or indirect Subsidiary of the Borrower as of the date hereof is a
		signatory of this Agreement.

	  

	 (n)
		The
		Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership
		Interests listed on Schedule I hereto
		constitute all of the outstanding shares of capital stock, all of the
		beneficial interests and all of the membership interests in all of the direct
		and indirect Subsidiaries of the Borrower.

	  

	 (o)
		If such
		Grantor is the lessor under a Cape Town Lease, it has the right to assign the
		International Interest provided for in such Cape Town Lease and all associated
		rights in respect of such Cape Town Lease that form part of the
		Collateral.

	  

	 Section
		2.04 Grantors Remain Liable.
		Anything contained herein to the contrary notwithstanding, (a) each
		Grantor shall remain liable under the contracts and agreements included in the
		Collateral to the extent set forth therein to perform all of its duties and
		obligations thereunder to the same extent as if this Agreement had not been
		executed, (b) the exercise by the Security Trustee of any of its rights
		hereunder shall not release any Grantor from any of its duties or obligations
		under the contracts and agreements included in the Collateral and (c) subject
		to any Applicable Law, no Secured Party shall have any obligation or
		liability under the contracts and agreements included in the Collateral by
		reason of this Agreement, nor shall any Secured Party be obligated to perform
		any of the obligations or duties of any Grantor under the contracts and
		agreements included in the Collateral or to take any action to collect or
		enforce any claim for payment assigned under this Agreement.

	  

	 Section
		2.05 Delivery of Collateral. All
		certificates, instruments, documents or tangible chattel paper representing or
		evidencing any Collateral shall be delivered to and held by the Security
		Trustee in the State of New York and, except in the case of chattel paper,
		shall be in suitable form for transfer by delivery, or shall be accompanied by
		duly executed instruments of transfer or assignment in blank. Upon the
		occurrence and during the continuance of an Event of Default or if the Facility
		Termination Date has occurred, subject to any Applicable Law, the Security
		Trustee shall have the right at any time and without notice to any Grantor to
		transfer to 

	 
		
		   

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	 or to
		register in the name of the Security Trustee or any of its nominees any or all
		of the Pledged Stock, Pledged Membership Interest and Pledged Beneficial
		Interest, in each case, in accordance with the direction of the Administrative
		Agent. In addition, the Security Trustee shall have the right at any time upon
		the occurrence and during the continuance of an Event of Default or if the
		Facility Termination Date has occurred, to exchange certificates or instruments
		representing or evidencing any Collateral for certificates or instruments of
		smaller or larger denominations in each case, in accordance with the direction
		of the Administrative Agent. To the extent provided in Section 6.2(d)(vi)
		of the Credit Agreement and to the extent that any Assigned Lease constitutes
		“tangible chattel paper” (as defined in Section 9-102(a)(78) of the
		UCC), each Grantor shall, if it has an original of such Assigned Lease in its
		possession, cause the true and complete original copy or the chattel paper
		original of each Lease to which it is a party from time to time to be delivered
		to the Security Trustee in the State of New York on or before the applicable
		Advance Date; provided,
		however, that
		if any such Grantor shall require such original of such Assigned Lease for the
		purposes of enforcement of the obligations thereunder, the Security Trustee
		shall deliver such original of such Assigned Lease to such Grantor or the
		Servicer, as applicable, within two Business Days of receipt of any request
		from such Grantor or the Servicer, as applicable, and provided,
		further,
		however, that
		if no original copy of such Assigned Lease has been expressly designated as the
		original counterpart for purposes of perfection by possession of “tangible
		chattel paper” under the UCC, such Grantor’s obligation to deliver
		such Assigned Lease to the Security Trustee shall be satisfied by the delivery
		of one original copy of such Assigned Lease. Each Grantor undertakes to return
		any such original of an Assigned Lease promptly after such Grantor or the
		Servicer, as applicable, no longer requires such original for enforcement
		purposes. With respect to each Lease with a Lessor that is located within a
		State (or the District of Columbia) within the United States (within the
		meaning of Article 9 of the UCC), the Grantors, or a Service Provider on
		their behalf, shall (a) cause the Lessor and the Lessee of such Lease to
		designate one executed copy thereof the original by adding substantially the
		following language to the cover page thereof: “To the extent, if any, that
		this [Lease Agreement] or any [Lease Supplement] hereunder constitutes chattel
		paper (as such term is defined in the Uniform Commercial Code as in effect in
		any applicable jurisdiction), no security interest in this [Lease Agreement] or
		such [Lease Supplement] may be created through the transfer or possession of
		any counterpart other than the original executed counterpart, which shall be
		identified as the counterpart containing the receipt therefor executed by the
		Security Trustee under and as defined in the Security Trust Agreement dated as
		of April 5, 2007 between GAL, Deutsche Bank Trust Company Americas, as Security
		Trustee, and the various other parties identified on the signature pages
		thereof” and no later than 10 days after the execution and delivery
		of such Lease by all its parties (but no later than the applicable Advance
		Date), 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 by the Security Trustee at
		60 Wall Street, 26th Floor,
		New York, New York 10005, Attention: Structured Finance Services/Trust and
		Securities Services, (b) notify the Lessee in writing of the security
		assignment of such Lease to the Security Trustee pursuant to the Security Trust
		Agreement (which notice may be contained in such Lease or in a separate
		document) and (c) obtain from the Lessee a written acknowledgment (which may be
		contained in such Lease or in a separate document) addressed to, or for the
		benefit of, the Security Trustee (1) acknowledging receipt of notification of
		such security assignment and (2) containing the agreement of the Lessee to
		continue to make all payments required to be made to the Lessor under such
		Lease to the 

	 
		
		   

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	 account
		specified in such Lease unless and until the Security Trustee otherwise directs
		(it being understood that the account specified in such Lease will be the
		account specified by the Borrower to the Servicer as contemplated by Section
		1.1(a) of Schedule 2.02(a) to the Servicing Agreement and subject in each case
		to applicable legal or tax constraints).

	  

	 Section
		2.06 Maintenance of Bank Accounts.
		(a)  DBTCA
		hereby agrees to act as Account Bank. Upon the execution of this Agreement, the
		Account Bank shall establish (or shall have established) the following
		segregated Bank Accounts: the
		Collection Account, the Supplemental Rent Account, and the Security Deposit
		Account. The Account Bank hereby agrees to establish
		and maintain each such account, together with any other Bank Accounts
		established from time to time (in each case as a Securities Account), on the
		books and records of its office specified in Section 8.02 in the name of
		the Security Trustee. If, at any time, the Account Bank ceases to be an
		Eligible Institution, the Account Bank agrees to cooperate with any replacement
		Account Bank as to the transfer of any property in, and records relating to,
		any Bank Account maintained by it to a new Bank Account having the same
		characteristics as such other Bank Account and maintained by such replacement
		Account Bank, and the Account Bank shall, in any event, use its best efforts to
		effect such transfer within 10 Business Days. Except as a Secured Party in
		accordance with the provisions of this Agreement, DBTCA waives any claim or
		lien against any Bank Account it may have, by operation of law or otherwise,
		for any amount owed to it by any Grantor.

	  

	 (b)
		The
		Account Bank hereby agrees that (i) it is a “bank” (as defined
		in Section 9-101(a)(8) of the UCC), (ii) each Bank Account is and
		will be maintained as a Securities Account of which the Account Bank is the
		Securities Intermediary and in respect of which the Security Trustee is the
		“entitlement holder” (as defined in Section 8-102(a)(7) of the
		UCC) of the “security entitlement” (as defined in
		Section 8-102(a)(17) of the UCC) with respect to each “financial
		asset” (as defined in Section 8-102(a)(9) of the UCC) credited to
		such Bank Account, (iii) the Account Bank shall comply with all
		entitlement orders (as defined in Section 8-102(a)(8) of the UCC)
		originated by the Security Trustee without further consent of the Borrower, the
		other Grantors or any other person, (iv) all Collections and other cash
		required to be deposited in any such Bank Account and Eligible Investments and
		all other property acquired with cash credited to any such Bank Account will be
		processed and credited to such Bank Account in accordance with the Account
		Bank’s customary procedures, (v) all items of property (whether cash,
		investment property, Eligible Investments, other investments, securities,
		instruments or other property) credited to each Bank Account will be treated as
		a “financial asset” (as defined in Section 8-102(a)(9) of the
		UCC) under Article 8 of the UCC, (vi) its “securities
		intermediary’s jurisdiction” (as defined in Section 8-110(e) of
		the UCC) and the “bank’s jurisdiction” (within the meaning of
		Section 9-304 of the UCC) with respect to each Bank Account is the State
		of New York and (vii) all securities, instruments and other property in
		order or registered from and credited to any Bank Account shall be payable to
		or to the order of, or registered in the name of, the Security Trustee or shall
		be endorsed to the Security Trustee or in blank, and in no case whatsoever
		shall any “financial asset” (as defined in Section 8-102(a)(9)
		of the UCC) credited to any Bank Account be registered in the name of any
		Grantor, payable to or to the order of any Grantor or specially indorsed to any
		Grantor except to the extent the foregoing have been specially endorsed by the
		applicable Grantor to the Security Trustee or in blank.

	 
		
		   

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	 (c)
		The
		Account Bank acknowledges that the Security Trustee has appointed each of the
		Manager and the Borrower pursuant to the Management Agreement, as its agents
		for, among other things, dealings with respect to the Bank Accounts, the
		Deposit Accounts and all cash, investment property, Eligible Investments, other
		investments, securities, instruments or other property at any time or from time
		to time credited to any Bank Account or Deposit Account. Prior to the delivery
		to the Account Bank of a Blockage Notice, the Account Bank agrees that it will
		follow the written directions and instructions of the Manager or the Borrower,
		any one of whom may act without the joinder of the other, with respect to any
		Bank Account or Deposit Account maintained by any Grantor with the Account
		Bank, as the agent for the Security Trustee.

	  

	 (d)
		The
		Security Trustee agrees that it will hold (and will indicate clearly in the
		books and records that it holds) its “security entitlement” to the
		“financial assets” credited to each Bank Account in trust for the
		benefit of the Secured Parties.

	  

	 Section
		2.07 Non-Trustee Accounts.
		(a) No
		Grantor shall establish any Non-Trustee Account except in compliance with this
		Section 2.07. Except to the extent that the payee of any amount requires such
		payment to be deposited in a Non-Trustee Account (and such deposit is permitted
		by the Credit Agreement), each Grantor shall instruct each Person obligated at
		any time to make any payment to such Grantor for any reason to make such
		payment to the Collection Account. 

	  

	 (b) With
		respect to each Non-Trustee Account to be established or established by any
		Grantor:

	  

	 (i)
		Such
		Grantor shall maintain such Non-Trustee Account in its name only with an
		Eligible Institution (each such institution, a “Non-Trustee Account
		Bank”) that has entered into a control agreement in form and substance
		satisfactory to the Administrative Agent (a “Control
		Agreement”).

	  

	 (ii)
		Each
		Grantor shall immediately instruct each Obligor to make any payment not
		required to be made to a Bank Account to a Non-Trustee Account meeting the
		requirements of Section 2.07(b)(i).

	  

	 (iii)
		Upon any
		termination of any Control Agreement or other agreement with respect to the
		maintenance of a Non-Trustee Account by any Grantor or any Non-Trustee Account
		Bank, such Grantor shall immediately notify all Obligors that were making
		payments to such Non-Trustee Account to make all future payments to another
		Non-Trustee Account meeting the requirements of Section 2.07(b)(i).
		Subject to the terms of any Lease, upon request by the Security Trustee or the
		Administrative Agent, each Grantor shall, and if prohibited from so doing by
		the terms of any Lease, shall use its best efforts to, seek the consent of the
		relevant Lessee to, terminate any or all of its Non-Trustee Accounts, in which
		case Section 2.07(a) shall apply.

	  

	 Section
		 2.08 Covenants Regarding Assigned Documents.
		(a)  Upon
		the inclusion of any Assigned Document (other than an Assigned Lease, an
		Assigned Agreement, or an Asset 

	 
		
		   

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	 Purchase
		Agreement, or the Management Agreement) in the Collateral, the relevant Grantor
		will either (x) deliver to the Security Trustee a consent, in substantially the
		form of Exhibit E, executed by each party to such Assigned Document (other
		than any Grantor) or (y) if the terms of such Assigned Document expressly
		provide for a consent to its assignment for security purposes to substantially
		the same effect as Exhibit B, give due notice to each other party to such
		Assigned Document of its assignment pursuant to this Agreement.

	  

	 (b)
		Subject
		to the provisions of Article VII of the Credit Agreement, upon the
		inclusion of any Assigned Lease in the Collateral, the relevant Grantor will
		deliver to the Security Trustee a fully executed Notice and Acknowledgment, in
		substantially the form of Exhibit B, and all other such consents,
		acknowledgments and/or notices as are (i) necessary or customary under the
		terms of such Assigned Lease, (ii) necessary or customary under the
		Applicable Law of the jurisdiction governing such Assigned Lease and the
		jurisdiction in which the relevant lessee is organized or principally located
		in order to effect and perfect the assignment of, and grant of a security
		interest in, such Assigned Lease pursuant to this Agreement and/or
		(iii) necessary to assure the payment of all Obligations and other
		payments under such Assigned Lease to the appropriate Bank Accounts or
		Non-Trustee Account in accordance with the terms of the Credit Agreement. The
		Security Trustee covenants and agrees that (i) subject to the provisions of
		this agreement and the other Credit Documents, the Grantors’ use and quiet
		enjoyment of any Aircraft shall not be interrupted by the Security Trustee (or
		any Person lawfully claiming through the Security Trustee) and (ii) upon the
		written request of any Grantor, the Security Trustee (solely in its capacity as
		such) will execute such undertakings of use and quiet enjoyment in favor of the
		Lessee under any Assigned Lease as are substantially to the same effect as such
		Grantor’s undertakings of use and quiet enjoyment under such Assigned
		Lease.

	  

	 (c)
		Upon
		(i) the inclusion of any Assigned Document in the Collateral (other than
		an Assigned Lease) or (ii) the amendment or replacement of any Assigned
		Document or (iii) the entering into of any new Assigned Document, the
		relevant Grantor will deliver a copy thereof to the Security Trustee and will
		take such other action as may be necessary to perfect the Lien created by this
		Agreement as to such Assigned Document.

	  

	 (d)
		Each
		Grantor shall, at its expense but subject to Section 2.08(e) hereof, the
		Credit Agreement and (in the case of any Assigned Lease) the Service Provider
		Agreements:

	  

	 (i)
		perform
		and observe all the material terms and provisions of the Assigned Documents to
		be performed or observed by it, enforce the Assigned Documents in accordance
		with their terms and take all such action to such end as may be from time to
		time reasonably requested by the Security Trustee or the Administrative Agent;
		and

	  

	 (ii)
		furnish
		to the Security Trustee promptly upon receipt copies of all notices, requests
		and other documents received by such Grantor under or pursuant to the Assigned
		Documents, and from time to time, (A) furnish to the Security Trustee and
		the Administrative Agent such information and reports regarding the Collateral
		as the Security Trustee and/or the Administrative Agent may reasonably request
		and (B) upon request of the Security Trustee and/or the 

	 

		
		   

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	 Administrative
		Agent, make to each other party to any Assigned Document such demands and
		requests for information and reports or for action as such Grantor is entitled
		to make thereunder.

	  

	 (e)
		Each
		Grantor will, at its expense and upon the request of any Secured Service
		Provider, pursue for the benefit of such Secured Service Provider any claim
		that such Secured Service Provider has under any Assigned Document for
		indemnity.

	  

	 (f)
		So long
		as no Event of Default shall have occurred and be continuing and the Facility
		Termination Date has not occurred, and notwithstanding any provision to the
		contrary in this Agreement, each Grantor shall be entitled, to the exclusion of
		the Security Trustee, but subject always to the terms of the Credit Agreement
		(x) to exercise and receive, directly or indirectly through one or more
		agents, including a Service Provider, any of the claims, rights, powers,
		privileges, remedies and other benefits under, pursuant to, with respect to or
		arising out of the Assigned Documents and (y) to take any action or not to
		take any action, directly or indirectly through one or more agents, including a
		Service Provider, related to the Assigned Documents and the lessees or
		counterparties thereunder, including entering into, amending, supplementing,
		terminating, performing, enforcing, compelling performance of, exercising all
		remedies (whether arising under any Assigned Document or by statute or at law
		or in equity or otherwise) under, exercising rights, elections or options or
		taking any other action under or in respect of, granting or withholding
		notices, waivers, approvals and consents in respect of, receiving all payments
		under, dealing with any credit support or collateral security in respect of, or
		taking any other action in respect of, the Assigned Documents and contacting or
		otherwise having any dealings with any lessee or counterparty thereunder;
		provided, however, (i) whether or not an Event of Default has occurred
		and/or is continuing or the Facility Termination Date has occurred, all amounts
		payable under each Assigned Document (including all Rental Payments under each
		Assigned Lease) shall be paid directly to the appropriate Bank Account or
		Non-Trustee Account in accordance with the terms hereof and of the Credit
		Agreement and the applicable Lease, and (ii) so long as any Assigned Lease
		remains in effect (and without limiting the authority of the Service Providers
		under the express terms of the Service Provider Agreements), no Grantor will
		abrogate any right, power or privilege granted expressly in favor of the
		Security Trustee, the Administrative Agent or a Secured Party under any Lease
		Assignment Document. So long as any Assigned Lease remains in effect (and
		without limiting the authority of the Servicer under the express terms of the
		Servicing Agreement), upon or after the occurrence of an Event of Default which
		is continuing or the occurrence of the Facility Termination Date and delivery
		of a written direction to the Borrower from the Administrative Agent, all such
		rights of each Grantor shall cease, and all such rights shall become vested in
		the Security Trustee and the Administrative Agent, which shall thereupon have
		the sole right to exercise or refrain from exercising such rights. Neither the
		Account Bank nor the Security Trustee shall have any obligation to verify
		whether an Event of Default has occurred and is continuing, but shall be
		entitled to rely, and protected in relying, on the Administrative Agent’s
		notice thereof notwithstanding any contrary instructions of any
		Grantor.

	  

	 Section
		 2.09 Covenants Regarding Security Collateral, Beneficial Interest
		Collateral, Membership Interest Collateral and Investment
		Collateral.
		(a)  All
		Security Collateral, Beneficial Interest Collateral, Membership Interest
		Collateral and Investment Collateral (the “Relevant Collateral”)
		shall be delivered to the Security Trustee as follows:

	 
		
		   

		  21


		  
			  

			 

			 
			 

			 
			  
 
 
 

	 (i)
		in the
		case of each Certificated Security or Instrument, by (A) causing the delivery
		of such Certificated Security or Instrument to the Security Trustee in the
		State of New York, registered in the name of the Security Trustee or duly
		endorsed by an appropriate person to the Security Trustee or in blank and, in
		each case, to be held by the Security Trustee in the State of New York, or (B)
		if such Certificated Security or Instrument is registered in the name of any
		Securities Intermediary on the books of the issuer thereof or on the books of
		any securities intermediary of any Securities Intermediary, by causing such
		Securities Intermediary to continuously credit by book entry such Certificated
		Security or Instrument to a Securities Account maintained by such Securities
		Intermediary in the name of the Security Trustee and confirming to the Security
		Trustee and the Administrative Agent that it has been so credited;


	  

	 (ii)
		in the
		case of each Uncertificated Security, by (A) causing such Uncertificated
		Security to be continuously registered on the books of the issuer thereof in
		the name of the Security Trustee or (B) if such Uncertificated Security is
		registered in the name of a Securities Intermediary on the books of the issuer
		thereof or on the books of any securities intermediary of a Securities
		Intermediary, by causing such Securities Intermediary to continuously credit by
		book entry such Uncertificated Security to a Securities Account maintained by
		such Securities Intermediary in the name of the Security Trustee and confirming
		to the Security Trustee and the Administrative Agent that it has been so
		credited;

	  

	 (iii)
		in the
		case of each Government Security registered in the name of any Securities
		Intermediary on the books of any applicable Federal Reserve Bank Branch or on
		the books of any securities intermediary of such Securities Intermediary, by
		causing such Securities Intermediary to continuously credit by book entry such
		security to the Securities Account maintained by such Securities Intermediary
		in the name of the Security Trustee and confirming to the Security Trustee and
		the Administrative Agent that it has been so credited; and

	  

	 (iv)
		in the
		case of any Beneficial Interest Collateral or Membership Interest Collateral by
		(A) to the extent that the grant of the security interest to the Security
		Trustee in any Beneficial Interest Collateral or Membership Interest Collateral
		or the transfer of any Beneficial Interest Collateral or Membership Interest
		Collateral upon exercise of remedies by the Security Trustee is subject to any
		restrictions on transfer or any consent requirements, by obtaining all
		necessary consents and approvals thereof and (B) (1) if any Beneficial
		Interest Collateral or Membership Interest Collateral constitutes a
		Certificated Security, Instrument or Uncertificated Security, complying with
		clauses (i) or (ii) above, as applicable or (2) if any Beneficial Interest
		Collateral or Membership Interest Collateral constitutes a general intangible,
		by causing an appropriate financing statement covering each such Beneficial
		Interest Collateral or Membership Interest Collateral to be filed in the
		appropriate office necessary to perfect the security interest of the Security
		Trustee therein.

	 
		
		   

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	 (b) Each
		Borrower Group Member and the Security Trustee hereby represents and warrants,
		with respect to the Relevant Collateral, that it has not entered into, and
		hereby agrees that it will not enter into, any agreement (i) with any of
		the other parties hereto or any Securities Intermediary specifying any
		jurisdiction other than the State of New York as any Securities
		Intermediary’s jurisdiction in connection with any Securities Account with
		any Securities Intermediary referred to in Section 2.09(a) for purposes of
		31 C.F.R. Section 357.11(b), Section 8-110(e) of the UCC or any
		similar state or Federal law, or (ii) with any other person relating to
		such account pursuant to which it has agreed that any Securities Intermediary
		may comply with entitlement orders made by such person. The Security Trustee
		represents that it will, by express agreement with each Securities
		Intermediary, provide for each item of property constituting Relevant
		Collateral held in and credited to the applicable Securities Account, including
		cash, to be treated as a “financial asset” within the meaning of
		Section 8-102(a)(9) of the UCC for the purposes of Article 8 of the
		UCC.

	  

	 (c)
		Without limiting the foregoing, each Borrower Group Member and the Security
		Trustee agree, and the Security Trustee shall cause each Securities
		Intermediary to take such different or additional action as may be required
		based upon any Opinion of Counsel received pursuant to Section 2.19 or any
		reasonable request of the Administrative Agent, in order to maintain the
		perfection and priority of the security interest of the Security Trustee in the
		Relevant Collateral in the event of any change in applicable law or regulation,
		including Article 8 or 9 of the UCC and regulations of the U.S. Department
		of the Treasury governing transfers of interests in Government
		Securities.

	  

	 (d) In
		addition to the foregoing, each applicable Grantor shall take all steps
		required under the laws of Ireland and Bermuda in order to ensure the validity,
		perfection, priority and enforceability of the security interests and charge
		granted hereunder.

	  

	 Section
		2.10
		Covenants Regarding Commercial Tort Claims. If any
		Grantor shall at any time acquire a Commercial Tort Claim, such Grantor shall
		immediately notify the Security Trustee and the Administrative Agent in writing
		signed by such Grantor of the details thereof (including specific case captions
		or description per Official Comment 5 to Section 9-108 of the UCC)
		and grant to the Security Trustee in such writing a security interest therein
		and in the proceeds thereof, all upon the terms of this Agreement, with such
		writing to be in form and substance reasonably satisfactory to the
		Administrative Agent.

	  

	 Section
		2.11
		Further Assurances.
		a)  Each
		Grantor agrees that, from time to time, at the expense of such Grantor, such
		Grantor shall promptly execute and deliver all further instruments and
		documents, and take all further action (including under the laws of any foreign
		jurisdiction), that may be necessary, or that the Security Trustee or the
		Administrative Agent may reasonably request, in order to perfect and protect
		any pledge, assignment or security interest granted or purported to be granted
		hereby or to enable the Security Trustee to exercise and enforce its rights and
		remedies hereunder with respect to any Collateral. Without limiting the
		generality of the foregoing, each Grantor shall: (i) if any Collateral
		shall be evidenced by a promissory note or other instrument or “tangible
		chattel paper” (as defined in Section 9-102(a)(78) of the UCC),
		deliver and pledge to the Security Trustee hereunder such note or instrument or
		tangible chattel paper, each such note or instrument to be duly endorsed and
		accompanied by duly executed instruments of transfer or assignment in blank;
		(ii) execute and 

	  

	 23


	  

	 

	 
	 

	 
	  

	 file
		such financing or continuation statements, or amendments thereto, and such
		other instruments or notices, as may be necessary or desirable, or as the
		Security Trustee or the Administrative Agent may reasonably request, in order
		to perfect and preserve the pledge, assignment and security interest granted or
		purported to be granted hereby and (iii) execute, file, record, or
		register such additional documents and supplements to this Agreement, including
		any further assignments, security agreements, pledges, grants and transfers, as
		may be required by or desirable under the laws of any foreign jurisdiction, or
		as the Security Trustee or the Administrative Agent may reasonably request, to
		create, attach, perfect, validate, render enforceable, protect or establish the
		priority of the security interest and lien created by this
		Agreement;
		provided,
		however, that
		the Grantors will not be required to execute and deliver or file any Aircraft
		Mortgage on the Collateral or any equipment of the Grantors with any aviation
		and or Lien registry other than pursuant to clause (e) or clause (f)
		below.


	 


	 (b) Each
		Grantor hereby authorizes the Security Trustee to file one or more financing or
		continuation statements, and amendments thereto, relating to all or any part of
		the Collateral without the signature of such Grantor where permitted by law,
		but only to the extent that such Grantor is required to file such financing
		statements pursuant to the terms of this Agreement. A photocopy or other
		reproduction of this Agreement or any financing statement covering the
		Collateral or any part thereof shall be sufficient as a financing statement
		where permitted by law.

	  

	 (c) Each
		Grantor shall furnish or cause to be furnished to the Security Trustee from
		time to time statements and schedules further identifying and describing the
		Collateral and such other reports in connection with the Collateral as the
		Security Trustee or the Administrative Agent may reasonably request, all in
		reasonable detail; provided,
		however, that,
		to the extent that (in the case of any Assigned Lease) such statements,
		schedules or reports (or the data needed to prepare them) can be obtained only
		from the Servicer, no Grantor shall be required to obtain any such statements,
		schedules, reports or data beyond those to which it is entitled under the
		Servicing Agreement.

	  

	 (d) Each
		Grantor shall, immediately upon the organization or acquisition by such Grantor
		of any Borrower Subsidiary, cause such Borrower Subsidiary to enter into a
		Grantor Supplement. Such Grantor shall promptly take such actions as are
		necessary to perfect the security interest granted under such Grantor
		Supplement including without limitation, if such Borrower Subsidiary is
		organized under the law of Ireland, or has a place of business or assets
		(including without limitation shares in a company organized under the law of
		Ireland) located in Ireland, by causing such Grantor Supplement to be duly
		recorded with the Irish Registrar of Companies and the Irish Revenue
		Commissioners within 21 days after the execution of such Collateral
		Supplement, or such lesser period as may be applicable under Requirements of
		Law.

	  

	 (e) To
		the extent required in order for such Grantor to comply with clause (g) below
		with respect to each Aircraft that is registered in the United States of
		America, such Grantor shall, so long as such Aircraft is so registered, enter
		into an Aircraft Mortgage with respect to such Mortgage, register and record
		with the FAA such Aircraft Mortgage and, in the case of an Aircraft that is
		subject to an Assigned Lease, register and record with the FAA an FAA Lease
		Security Assignment with respect to such Assigned Lease.

	 
		 

		24


		 
 

	 

	 
	 

	 
	 (f) To
		the extent required in order for such Grantor to comply with clause (g) below
		with respect to each Aircraft that is registered in Ireland, such Grantor
		shall, so long as such Aircraft is so registered, enter into an Aircraft
		Mortgage with respect to such Aircraft.


	 


	 (g) Each
		Grantor shall register or cause to be registered or consent to the registration
		with the International Registry of (collectively, the “Required Cape Town
		Registrations”): (i) the International Interest constituted by the
		Mortgage with respect to each Aircraft Object where the relevant Grantor is
		situated in a Contracting State or, in the case of the Airframe only, if such
		Aircraft is registered in a Contracting State; (ii) the International Interest
		constituted by any Cape Town Lease to which such Grantor is a lessor; (iii) the
		assignment to the Security Trustee of each International Interest described in
		clause (ii) and assigned to the Security Trustee hereunder; and (iv) the
		Contract of Sale with respect to any Aircraft by which title to such Aircraft
		is conveyed by or to such Grantor, but only if the seller under such Contract
		of Sale is situated in a Contracting State. To the extent that (A) the Security
		Trustee’s consent is required for any such registration, or (B) the
		Security Trustee is required to initiate any such registrations, the Security
		Trustee shall ensure that such consent or that such initiation of such
		registration is effected.

	 


	 Section
		2.12
		Place of Perfection; Records. (a)
		Each Grantor shall keep its jurisdiction of organization, chief place of
		business and chief executive office at the location specified in Schedule IV or,
		upon 30 days’ prior written notice to the Security Trustee and the
		Administrative Agent, at such other locations in a jurisdiction where all
		actions required by Section 9.2(a) of the Credit Agreement shall have been
		taken with respect to the Collateral.

	  

	 (b) The
		Borrower hereby represents and warrants that is has no place of business within
		the United States and that it shall not establish any place of business within
		the United States unless it shall have given the Security Trustee thirty (30)
		days’ prior written notice thereof and shall have taken such action, if
		any, reasonably requested by the Security Trustee to ensure the perfection and
		priority of the security interest granted hereunder.

	 


	 (c) Each
		Borrower Subsidiary that is a trust represents and warrants that the trust
		agreement pursuant to which such Borrower Subsidiary was established specifies
		a name for the trust and such name is the name specified on the signature page
		hereof or of the applicable Grantor Supplement.

	 


	 Section
		2.13
		Voting Rights; Dividends; Etc. (a)  So
		long as no Event of Default shall have occurred and be continuing and the
		Facility Termination Date has not occurred:

	  

	 (i) Each
		of the Grantors shall be entitled to exercise any and all voting and other
		consensual rights pertaining to all or any part of the Security Collateral,
		Membership Interest Collateral and Beneficial Interest Collateral pledged by
		such Grantor for any purpose not inconsistent with the terms of this Agreement,
		the charter documents of such Grantor or the Credit Agreement; provided,
		however, that such Grantor shall not exercise or shall refrain from exercising
		any such right if in its judgment such action would have a material adverse
		effect on the value of the Security Collateral, Membership Interest Collateral
		or the Beneficial Interest Collateral; and

	 
		 

		25


		 

		

		
		

		
		 

		 
 

	 (ii) The
		Security Trustee shall execute and deliver (or cause to be executed and
		delivered) to such Grantor all such proxies and other instruments as such
		Grantor may reasonably request in writing and provide for the purpose of
		enabling such Grantor to exercise the voting and other rights that it is
		entitled to exercise pursuant to Section 2.13(a)(i).

	  

	 (b)
		Whether or not any Event of Default shall have occurred and be continuing and
		whether or not the Facility Termination Date has occurred, any and all
		distributions, dividends and interest paid in respect of the Security
		Collateral, Membership Interest Collateral and Beneficial Interest Collateral
		pledged by such Grantor, including any and all (i) distributions,
		dividends and interest paid or payable other than in cash in respect of, and
		instruments and other property received, receivable or otherwise distributed in
		respect of, or in exchange for, such Security Collateral, Membership Interest
		Collateral or Beneficial Interest Collateral; (ii) distributions,
		dividends and other distributions paid or payable in cash in respect of such
		Security Collateral, Membership Interest Collateral or Beneficial Interest
		Collateral in connection with a partial or total liquidation or dissolution or
		in connection with a reduction of capital, capital surplus or paid-in surplus;
		and (iii) cash paid, payable or otherwise distributed in respect of
		principal of, or in redemption of, or in exchange for, such Security
		Collateral, Membership Interest Collateral or Beneficial Interest Collateral
		shall be paid into the Collection Account and, if received by such Grantor,
		shall be received in trust for the benefit of the Secured Parties, be
		segregated from the other property or funds of such Grantor and be forthwith
		paid to the Collection Account in the same form as so received (with any
		necessary endorsement).

	  

	 (c)
		During the continuance of an Event of Default or if the Facility Termination
		Date has occurred, all rights of each Grantor to exercise or refrain from
		exercising the voting and other consensual rights that it would otherwise be
		entitled to exercise pursuant to Section 2.13(a)(i) and 2.13(a)(ii) shall
		cease, and all such rights shall thereupon become vested in the Security
		Trustee, who, subject to Section 5.04(d), shall thereupon have the sole
		right to exercise or refrain from exercising such voting and other consensual
		rights (including, but not limited to, the right, subject to the restrictions
		set forth in the applicable organizational documents, to remove or appoint any
		trustee, directors and officers of any direct or indirect subsidiary of the
		Borrower), provided, however, that the Security Trustee shall exercise such
		voting or consensual right only upon receipt of instruction from the
		Administrative Agent.

	  

	 Section
		2.14
		Transfers and Other Encumbrances; Additional Shares or
		Interests.
		(a)  Except
		to the extent permitted by the Credit Agreement, no Grantor shall
		(i) sell, assign (by operation of law or otherwise) or otherwise dispose
		of, or grant any option with respect to, any of the Collateral or
		(ii) create or suffer to exist any Lien (other than Permitted Liens) upon
		or with respect to any of the Collateral of such Grantor, other than the
		pledge, assignment, lien and security interest created by this Agreement and as
		otherwise provided herein or in the Credit Agreement.

	  

	 (b)
		Except to the extent permitted by the Credit Agreement, the Borrower
		Subsidiaries shall not, and the Borrower shall not permit the Borrower
		Subsidiaries to, issue, substitute, deliver or sell any shares, interests,
		participations or other equivalents in any Borrower Subsidiary. Any beneficial
		interest or capital stock or other securities or interests issued in respect
		of, or in substitution for, the Pledged Stock, Pledged Membership Interest or
		the 

	  

	 26


	  

	 

	 
	 

	 
	  

	  

	 Pledged
		Beneficial Interest shall be pledged and delivered (with any necessary
		endorsement) to the Security Trustee.

	  

	 (c) All
		distributions, dividends and interest payments that are received by such
		Grantor contrary to the provisions of this Agreement shall be received in trust
		for the benefit of the Secured Parties, shall be segregated from other funds of
		such Grantor and shall be forthwith paid over to the Security Trustee as
		Security Collateral or Beneficial Interest Collateral, as the case may be, in
		the same form as so received (with any necessary endorsement).

	  

	 Section
		2.15
		Security Trustee Appointed Attorney-in-Fact. Each
		Grantor hereby irrevocably appoints the Security Trustee such Grantor’s
		attorney-in-fact (in the case of any Grantor incorporated in Ireland such
		appointment shall be by way of security), with full authority in the place and
		stead of such Grantor and in the name of such Grantor or otherwise, from time
		to time in the Security Trustee’s discretion, upon advice and written
		instruction of the Administrative Agent (except for item (d) below, upon
		the occurrence of an Event of Default which is continuing or if the Facility
		Termination Date has occurred), to take any action and to execute any
		instrument that the Administrative Agent may deem necessary or advisable for
		the Security Trustee to take to accomplish the purposes of this Agreement or to
		take any action and to execute any instrument as directed by the Administrative
		Agent in writing in accordance with the terms of this Agreement and the Credit
		Agreement, including, but not limited to:

	  

	 (a) to
		ask for, demand, collect, sue for, recover, compromise, receive and give
		acquittance and receipts for moneys due and to become due under or in respect
		of any of the Collateral;

	  

	 (b) to
		receive, endorse and collect any Accounts Receivable, drafts or other
		instruments and documents included in the Collateral;

	  

	 (c) to
		file any claims or take any action or institute any proceedings that the
		Security Trustee may deem necessary or desirable for the collection of any of
		the Collateral or otherwise to enforce the rights of the Security Trustee with
		respect to any of the Collateral;

	  

	 (d) to
		execute and file any financing or continuation statements, or amendments
		thereto, and such other instruments or notices, as may be necessary or
		desirable, including as identified to the Security Trustee pursuant to the
		Opinion of Counsel described in Section 2.19 hereof in order to perfect
		and preserve the pledge, assignment and security interest granted hereby;
		provided,
		however, that
		the Security Trustee’s exercise of any such power shall be subject to
		Section 2.09(c); and

	  

	 (e) upon
		prior notice to the Borrower on behalf of the Grantors, notify account debtors
		that the Accounts Receivable and the right, title and interest of any Grantor
		in and under such Accounts Receivable have been assigned to Security Trustee,
		and that payments thereunder shall be made directly to the Security Trustee,
		for the benefit of the Secured Parties.

	  

	 Section
		2.16
		Security Trustee May Perform. If any
		Grantor fails to perform any agreement contained in this Agreement, the
		Administrative Agent or the Security Trustee (at the direction of the
		Administrative Agent) may (but shall not be obligated to) itself perform, or
		cause 

	 
		 

		27


		 
 

	 

	 
	 

	 
	 performance
		of, such agreement, and the expenses of the Security Trustee or the
		Administrative Agent incurred in connection with doing so shall be payable by
		the Grantors.

	  

	 Section
		2.17
		Covenant to Pay. Each
		Grantor covenants with the Security Trustee (for the benefit of the Security
		Trustee and the Secured Parties) that it will pay or discharge any monies and
		liabilities whatsoever that are now, or at any time hereafter may be, due,
		owing or payable by such Grantor in any currency, actually or contingently,
		solely and/or jointly, and/or severally with another or others, as principal or
		surety on any account whatsoever pursuant to the Secured Service Provider
		Documents, the Credit Agreement, and the Hedge Agreements in accordance with
		their terms.

	  

	 Section
		2.18
		Delivery of Collateral Supplements. Upon
		the acquisition by any Grantor of any Relevant Collateral or establishment of a
		Non-Trustee Account, the relevant Grantor shall concurrently execute and
		deliver to the Security Trustee a Collateral Supplement duly completed with
		respect to such Collateral and shall take such steps with respect to the
		perfection of such Collateral as are called for in this section and otherwise
		in this Agreement for Collateral of the same type; provided that the foregoing
		shall not be construed to impair or otherwise derogate from any restriction on
		any such action in any Transaction Document and provided, further that the
		failure of any Grantor to deliver any Collateral Supplement as to any such
		Collateral shall not impair the lien of this Agreement as to such Collateral.
		If such Grantor is organized under the law of Ireland, or has a place of
		business or assets (including without limitation shares in a company organized
		under the law of Ireland) located in Ireland, the relevant Grantor shall cause
		such Collateral Supplement to be duly recorded with the Irish Registrar of
		Companies and the Irish Revenue Commissioners within 21 days after the
		execution of such Collateral Supplement, or such lesser period as may be
		applicable under Requirements of Law. Without limitation of the requirements of
		the immediately preceding sentence, if such Grantor is the Borrower or any
		other Borrower Group Member organized under the law of Bermuda, such Grantor
		shall cause such Grantor Supplement to be duly recorded with the appropriate
		register of Bermuda.

	  

	 Section
		2.19
		Annual Opinion. Upon
		each anniversary of the Closing Date, the Borrower shall cause to be delivered
		to the Security Trustee and the Administrative Agent an Opinion of Counsel in
		each Annual Opinion Jurisdiction to the effect that (i) during the
		preceding year there has not occurred any change of the law of such
		jurisdiction that would require the taking of any action in order to maintain
		the perfection or priority of the lien of this Agreement on the Collateral or,
		if there has been such a change, setting forth the actions so to be taken and
		(ii) no additional financing statement, continuation statement or
		amendment thereof, or other document or instrument, is required to be filed,
		and no other action is required to be taken, under the law in existence on the
		date of such opinion, during the next twelve months to maintain the perfected
		security interest of the Security Trustee in any part of the Collateral granted
		hereunder or under any other Transaction Document, or identifying any such
		required financing statement, continuation statement, amendment, instrument,
		document or other action. The Borrower agrees to or cause each Grantor to take
		all such actions as may be indicated in any such opinion, except that, as
		provided in Section 2.09, the Security Trustee shall take any such actions
		as may be required with respect to any Securities Intermediary.

	  

	 Section
		2.20
		Covenants Regarding Control. No
		Grantor shall cause or permit any Person other than the Security Trustee to
		have “control” as defined in Section 9-104, 9-105, 


	 
		 

		28

		

	  

	 

	 
	 

	 
	 9-106,
		or 9-107 of the UCC (“Control”) of any Supporting Obligations or
		Letter of Credit Rights, or any Deposit Account, “securities
		account,” “electronic chattel paper” or “investment
		property” (as such terms are defined in Article 9 or Article 8
		of the UCC as applicable), in each case, included in the Collateral or any Bank
		Account or Non-Trustee Account.

	  

	 Section
		2.21
		Share Mortgage; etc. In the
		case of any Borrower Subsidiary that is incorporated under the law of Ireland,
		the Borrower shall, and shall cause each other Borrower Group Member (as
		applicable) to, enter into an Irish Share Mortgage in respect of the issued
		share capital (if any) held by it in such Borrower Subsidiary. Such Irish Share
		Mortgage shall be entered into at the time contemplated by the terms of
		Section 2.11(d). The Borrower shall cause such Irish Share Mortgage to be
		filed with the Irish Registrar of Companies within 21 days following the
		execution and delivery by such Grantor of such Irish Share Mortgage, or such
		lesser period as may be applicable under Requirements of Law, and shall take
		any other actions as may be required or as the Administrative Agent or the
		Security Trustee (at the direction of the Administrative Agent) may reasonably
		request, in order to cause such Irish Share Mortgage to constitute a perfected
		and (to the extent recognized under Applicable Law) first-priority security
		interest in the share capital covered thereby. In the case of any Borrower
		Subsidiary that is not incorporated under the law of Ireland, the Borrower
		shall, and shall cause each other Borrower Group Member (as applicable) to,
		enter into an appropriate share mortgage, beneficial interest security
		agreement, or other security agreement or instrument as may be reasonably
		requested by the Administrative Agent or Security Trustee (at the direction of
		the Administrative Agent), in respect of the issued share capital or other
		ownership or beneficial interest held by it in such Borrower Subsidiary. Such
		share mortgage or other agreement or instrument shall be entered into at the
		time contemplated by the terms of Section 2.11(d). The Borrower shall
		cause such share mortgage or other agreement or instrument to be filed with any
		appropriate register and shall take such other actions as may be necessary or
		as the Administrative Agent or the Security Trustee (at the direction of the
		Administrative Agent) may reasonably request in order to cause such mortgage,
		agreement or instrument to constitute a first-priority security interest in the
		share capital or other ownership or beneficial interest covered
		thereby.

	  

	 Section
		2.22
		Irish Account Charges. The
		Borrower undertakes with the Security Trustee to enter into an Irish Account
		Charge in respect of the Irish VAT Refund Account on the date of the
		establishment of such account.

	 


	 Section
		2.23
		Subordination of Intercompany Obligations. The
		Borrower agrees that all Intercompany Obligations shall be subject and
		subordinate and junior in right of payment and performance to all obligations
		of the Borrower Subsidiaries to the Security Trustee and the Administrative
		Agent hereunder and to the security interests in the Collateral granted to the
		Security Trustee for the benefit of the Secured Parties to secure the payment
		and performance of the Secured Obligations. Upon the occurrence and during the
		continuance of an Event of Default or if the Facility Termination Date has
		occurred, then unless and until all Secured Obligations shall have been paid
		and performed in full, (x) no payment on account of the principal of, or
		interest on, or any other amount in respect of, the Intercompany Obligations or
		any judgment with respect thereto shall be made by or on behalf of any Borrower
		Subsidiary to the Borrower and (y) the Borrower shall not (A) ask,
		demand, sue for, take or receive from any Borrower Subsidiary, by set-off or in
		any other manner any payment on account of the principal of, or interest on, or
		any other amount in respect of, the Intercompany Obligations or (B) seek
		any 

	 
		 

		29

		

	  

	 

	 
	 

	 
	 other
		remedy allowed at law or in equity against any Borrower Subsidiary for a breach
		of Intercompany Obligations. If any payment or distribution of any character,
		whether in cash, securities or other property, in respect of Intercompany
		Obligations shall be received by the Borrower in violation of the terms of this
		section, such payment or distribution shall be held in trust for the benefit
		of, and shall be paid over or delivered to, the Administrative Agent for the
		benefit of the Secured Parties to the extent necessary to pay all Secured
		Obligations in full.

	  

	 ARTICLE
		III
REMEDIES


	  

	 Section
		3.01
		Remedies. Upon
		the occurrence and during the continuance of an Event of Default or if the
		Facility Termination Date has occurred:

	  

	 (a) The
		Security Trustee shall, at the direction of the Administrative Agent, exercise
		in respect of the Collateral, in addition to other rights and remedies provided
		for herein, but subject to the rights of any Lessee to the extent such exercise
		conflicts with rights of quiet enjoyment provided by any Grantor or the
		Security Trustee to an applicable Lessee under a Lease, all the rights and
		remedies of a secured party upon default under the UCC (whether or not the UCC
		applies to the affected Collateral) and (i) take possession of the
		Collateral, require any Grantor to, and such Grantor hereby agrees that it
		shall at its expense and upon request of the Security Trustee forthwith,
		assemble all or part of the Collateral as directed by the Security Trustee and
		make it available to the Security Trustee at a place to be designated by the
		Security Trustee that is reasonably convenient to the Security Trustee and
		(ii) without notice except as specified below, sell or cause the sale of
		the Collateral or any part thereof in one or more parcels at public or, private
		sale, at any of the Security Trustee’s offices or elsewhere, for cash, on
		credit or for future delivery, and upon such other terms as the Security
		Trustee (upon advice and instruction from the Administrative Agent) may deem
		commercially reasonable and (iii) exercise all rights of the applicable
		Grantors under any other agreement in respect of any obligations of any
		Borrower Group Member with respect to such Grantor or of any Grantor under any
		Lease. Each Grantor agrees that, to the extent notice of sale shall be required
		by law, at least ten days’ notice to such Grantor of the time and place of
		any public sale or the time after which any private sale is to be made shall
		constitute reasonable notification. The Security Trustee (upon advice and
		instruction from the Administrative Agent) shall not be obligated to make any
		sale of Collateral regardless of notice of sale having been given. The Security
		Trustee may adjourn any public or private sale from time to time by
		announcement at the time and place fixed therefor, and such sale may, without
		further notice, be made at the time and place to which it was so adjourned.
		Notwithstanding any provision in this Agreement to the contrary, any
		aforementioned sale of Collateral shall not be subject to the restrictions
		described in Section 9.8 of the Credit Agreement.

	  

	 (b)
		Subject to the provisions hereof, any Secured Party shall be allowed on any
		such foreclosure sale to credit against any purchase price bid at such sale by
		such Secured Party all or any part of the obligations secured hereby owing to
		such Secured Party (but only to the extent that such purchase price would have
		been distributed to such Secured Party pursuant to Section 7.1(e) of the Credit
		Agreement if such purchase price were paid in cash and the foregoing provisions
		of this sentence were not given effect).

	 
		 

		30

		

	  


	 
	 

	 
	 (c) All
		cash proceeds received by the Security Trustee in respect of any sale of,
		collection from, or other realization upon all or any part of the Collateral
		shall be deposited into the Collection Account for distribution pursuant to
		Section 7.1(e)(ii) of the Credit Agreement. Any surplus of such cash or
		cash proceeds held by the Security Trustee and remaining after payment in full
		of all the Secured Obligations shall be paid over to the relevant Grantors or
		whomsoever may be lawfully entitled to receive such surplus. Any amount
		received for any sale or sales conducted in accordance with the terms of this
		Section 3.01 shall be deemed conclusive and binding on the Borrower, each
		Grantor and the Secured Parties.

	  

	 (d) If
		an Event of Default shall have occurred and be continuing or if the Facility
		Termination Date has occurred, so long as the Service Providers are acting in
		such capacity with respect to any Lease pursuant to the provisions of the
		Service Provider Agreements, the Security Trustee agrees not to take any action
		constituting Services (as defined in any Service Provider Agreement) and is
		otherwise subject to the terms of the Service Provider Agreements when acting
		thereunder in place of any Grantor, except (subject to Section 2.08(e)) to
		the extent the Borrower would then be entitled to take such action under the
		express terms of the Service Provider Agreements.

	  

	 (e) The
		Security Trustee may, in addition to or in connection with any other remedies
		available hereunder or under any other Applicable Law and where appropriate,
		exercise any and all remedies granted in the Cape Town Convention (subject to
		any declaration that has been made by the applicable Contracting State) as it
		shall determine in its sole discretion. In connection therewith, the parties
		hereby agree to the extent permitted by Applicable Law that (i) Article 9(1)
		and Article 9(2) of the Convention, wherein the parties may agree or the court
		may order that any Collateral shall vest in the Security Trustee in or towards
		satisfaction of the Secured Obligations, shall not preclude the Security
		Trustee from obtaining title to any Collateral pursuant to any other remedies
		available under Applicable Law (including but not limited to Article 9-620 of
		the UCC); (ii) any surplus of cash or cash proceeds held by the Security
		Trustee and remaining after payment in full of all of the Secured Obligations
		shall be paid over to the relevant Grantors or whomsoever may be lawfully
		entitled to receive such surplus; and (iii) the Security Trustee may obtain
		from any applicable court, pending final determination of any claim resulting
		from an Event of Default, speedy relief in the form of any of the orders
		specified in Article 13 of the Convention and Article X of the Protocol as the
		Security Trustee shall determine in its sole and absolute discretion, subject
		to any procedural requirements prescribed by Applicable Laws.

	  

	 Section
		3.02
		Irish Conveyancing Acts.
		Notwithstanding anything to the contrary contained in this Agreement and in
		addition to and without prejudice to any other rights or power of the Security
		Trustee under this Agreement or under general law in any relevant jurisdiction,
		at any time that the Collateral shall become enforceable, the Security Trustee
		shall be entitled to appoint a receiver under this Agreement or under the
		Conveyancing and Law of Property Act 1881 (as amended and as the same may be
		amended, modified or replaced from time to time, the “1881 Act”) and
		such receiver shall have all such powers, rights and authority conferred under
		the 1881 Act, this Agreement and otherwise under the laws of Ireland without
		any limitation or restriction imposed by the 1881 Act or otherwise under the
		laws of Ireland which may be excluded or removed. Sections 17 and 20 of
		the 1881 Act shall not apply to the Collateral or any 

	 
		 

		31

		

	  

	 

	 
	 

	 
	  

	 receiver
		appointed under this Agreement or under the 1881 Act and section 24(b) of
		the Act shall not apply to the Collateral or to any receiver appointed under
		this Agreement.

	  

	 ARTICLE
		IV

	 SECURITY
		INTEREST ABSOLUTE

	  

	 Section
		4.01
		Security Interest Absolute. A
		separate action or actions may be brought and prosecuted against each Grantor
		to enforce this Agreement, irrespective of whether any action is brought
		against any other Grantor or whether any other Grantor is joined in any such
		action or actions. All rights of the Security Trustee and the Administrative
		Agent and the security interest and Lien granted under, and all obligations of
		each Grantor under, this Agreement shall be independent of and additional to
		any other collateral, lien or security interest, and absolute and
		unconditional, irrespective of:

	  

	 (a) any
		lack of validity or enforceability of any Transaction Document, Assigned
		Document, Hedge Agreement or any other agreement or instrument relating
		thereto;

	  

	 (b) any
		change in the time, manner or place of payment of, the security for, or in any
		other term of, all or any of the Secured Obligations, or any other amendment or
		waiver of or any consent to any departure from any Transaction Document,
		Assigned Document, Hedge Agreement or any other agreement or instrument
		relating thereto;

	  

	 (c) any
		taking or failure to take, exchange, release or non-perfection of the
		Collateral or any other collateral or taking or failure to take, release or
		amendment or waiver of or consent to departure from any guaranty or security
		interest or lien, for all or any of the Secured Obligations;

	  

	 (d) any
		manner of application of collateral, or proceeds thereof, to all or any of the
		Secured Obligations, or any manner of sale or other disposition of any
		collateral for all or any of the Secured Obligations or any other assets of
		such Grantor;

	  

	 (e) any
		change, restructuring or termination of the corporate structure, partnership or
		trust or existence as applicable of any Grantor; or

	  

	 (f) any
		other circumstance that might otherwise constitute a defense available to, or a
		discharge of, any Grantor or a third-party grantor of a security interest or a
		Person deemed to be a surety.

	  

	 ARTICLE
		V

	 THE
		SECURITY TRUSTEE AND THE ACCOUNT BANK

	  

	 Section
		5.01
		Authorization and Action.
		(a)  Each
		Secured Party by its acceptance of the benefits of this Agreement hereby
		appoints and authorizes DBTCA as the initial Security Trustee to take such
		action as trustee on behalf of the Secured Parties and to exercise such powers
		and discretion under this Agreement and the other Transaction Documents as are
		specifically delegated to the Security Trustee by the terms of this Agreement
		and of the Transaction Documents, and no implied duties and covenants shall be
		deemed to arise against the Security Trustee. Each Grantor and the
		Administrative Agent acknowledges and agrees that 

	 
		 

		32

		

	  

	 

	 
	 

	 
	  

	 the
		Security Trustee shall comply with all written instructions and directions of
		the Administrative Agent given in accordance with this Agreement and the Credit
		Agreement without further consent of any Grantor and notwithstanding any
		contrary instructions or directions of any Grantor.

	  

	 (b) The
		Security Trustee accepts such appointment and agrees to perform the same but
		only upon the terms of this Agreement and the Credit Agreement and agrees to
		receive and disburse all moneys received by it in accordance with the terms of
		this Agreement and the Credit Agreement. The Security Trustee in its individual
		capacity shall not be answerable or accountable under any circumstances, except
		for its own willful misconduct or gross negligence (or simple negligence in the
		handling of funds) or breach of any of its representations or warranties set
		forth in this Agreement, and the Security Trustee shall not be liable for any
		action or inaction of any Grantor or any other parties to any of the
		Transaction Documents.

	  

	 (c) The
		Security Trustee shall take all actions permitted hereunder and exercise all
		powers granted to it hereunder upon, and at the direction of, the
		Administrative Agent. The Security Trustee shall have a reasonable period in
		which to act upon any instruction, direction or notice received
		hereunder.

	  

	 (d) The
		Security Trustee agrees to promptly deliver to the Administrative Agent copies
		of all items delivered to the Security Trustee hereunder.

	  

	 (e)
		Whenever the Security Trustee is required to provide its consent or direction
		or otherwise make a determination under this Credit Agreement or any other
		Transaction Document, the Security Trustee shall act only upon the written
		instructions of the Administrative Agent. The Security Trustee may conclusively
		rely on such instructions, and shall be entitled to refrain from providing such
		consent or direction or making such determination in the absence of such
		instructions.

	  

	 (f) The
		Security Trustee, during the term of this Agreement, shall establish and
		maintain a valid account as a transacting user entity with the International
		Registry and appoint an administrator and/or a professional user entity (the
		transacting user entity, the administrator and the professional user entity, as
		defined in the regulations for the Cape Town Convention) to make registrations
		in regard to the Collateral as required by this Agreement.

	  

	 Section
		5.02
		Limitation of Duties. The
		powers conferred on the Security Trustee under this Agreement with respect to
		the Collateral shall not impose any duty upon it, except as explicitly set
		forth herein, to exercise any such powers. Except for the safe custody of any
		Collateral in its possession and the accounting for moneys actually received by
		it under this Agreement, the Security Trustee shall have no duty, unless
		directed by the Administrative Agent, as to ascertaining or taking action with
		respect to calls, conversions, exchanges, maturities, tenders or other matters
		relative to any Collateral, whether or not any Secured Party has or is deemed
		to have knowledge of such matters, or as to the taking of any necessary steps
		to preserve or perfect rights against any parties or any other rights
		pertaining to any Collateral. The Security Trustee shall have no duty to
		ascertain or inquire as to the performance or observance of any covenants,
		conditions or agreements on the part of any Grantor or Lessee. In no event
		shall the Security Trustee be liable for any punitive or special damages or for
		any damages arising or 

	 
		
		   

		  33

		  
 

	  


	 
	 

	 
	  

	 caused
		by an act of God, war or any other matter beyond the reasonable control of the
		Security Trustee or the Account Bank.

	  

	 Section
		5.03
		Representations or Warranties. The
		Security Trustee does not make, and shall not be deemed to have made, any
		representation or warranty as to the validity, legality or enforceability of
		this Agreement, any other Transaction Document or any other document or
		instrument or as to the correctness of any statement contained in any thereof,
		or as to the validity or sufficiency of any of the pledge and security
		interests granted hereby, except that the Security Trustee in its individual
		capacity hereby represents and warrants (a) that each such specified
		document to which it is a party has been or will be duly executed and delivered
		by two of its officers who is and will be duly authorized to execute and
		deliver such document on its behalf, and (b) this Agreement is the legal,
		valid and binding obligation of DBTCA, enforceable against DBTCA in accordance
		with its terms, subject to the effect of any applicable bankruptcy, insolvency,
		reorganization, moratorium or similar law affecting creditors’ rights
		generally.

	  

	 Section
		5.04
		Reliance; Agents; Advice of Counsel.
		(a)  The
		Security Trustee shall incur no liability to anyone as a result of acting upon
		any signature, instrument, notice, resolution, request, consent, order,
		certificate, report, opinion, bond or other document believed by it to be
		genuine and believed by it to be signed by the proper party or parties. The
		Security Trustee may accept a copy of a resolution of the board or other
		governing body of any party to this Agreement or any other Transaction
		Document, certified by the Secretary or an Assistant Secretary thereof or other
		duly authorized Person of such party as duly adopted and in full force and
		effect, as conclusive evidence that such resolution has been duly adopted by
		said board or other governing body and that the same is in full force and
		effect. As to any fact or matter the manner of ascertainment of which is not
		specifically described in this Agreement, the Security Trustee shall be
		entitled to receive and may for all purposes hereof conclusively rely on, a
		certificate, signed by an officer of any Person, as to such fact or matter, and
		such certificate shall constitute full protection to the Security Trustee for
		any action taken or omitted to be taken by it in good faith in reliance
		thereon. The Security Trustee shall furnish to each Service Provider upon
		request such information and copies of such documents as the Security Trustee
		may have and as are necessary for such Service Provider to perform its duties
		under the applicable Transaction Documents. The Security Trustee shall assume,
		and shall be fully protected in assuming, that each other party to this
		Agreement is authorized by its constitutional documents to enter into this
		Agreement and to take all action permitted to be taken by it pursuant to the
		provisions of this Agreement, and shall not inquire into the authorization of
		such party with respect thereto.

	  

	 (b) The
		Security Trustee may execute any of the powers hereunder or perform any duties
		under this Agreement either directly or by or through agents, or attorneys or a
		custodian or nominee; provided,
		however, that
		the Security Trustee shall be responsible for any actions or inactions of any
		such agent, attorney, custodian or nominee.

	  

	 (c) The
		Security Trustee may consult with counsel, and any opinion of counsel or any
		advice of such counsel shall be full and complete authorization and protection
		in respect of any action taken or suffered or omitted by it under this
		Agreement in good faith and in accordance with such advice or opinion of
		counsel.

	 
		
		   

		  34

		  
 

	  


	 
	 

	 
	 (d) The
		Security Trustee shall be under no obligation to exercise any of the rights or
		powers vested in it by this Agreement, or to institute, conduct or defend any
		litigation under this Agreement or in relation hereto, at the request, order or
		direction of any of the Secured Parties, pursuant to the provisions of this
		Agreement, unless the Security Trustee shall have received written advice,
		instruction or direction from the Administrative Agent with respect to such
		matter, and if the funds provided in accordance with Section 7.1(e) of the
		Credit Agreement are not available to pay for the costs and expenses incurred
		by the Security Trustee, such Secured Party shall have offered to the Security
		Trustee security or indemnity reasonably satisfactory to it against the costs,
		expenses and liabilities which may be incurred therein or thereby.


	  

	 (e) The
		Security Trustee shall not be required to expend or risk its own funds or
		otherwise incur any financial liability in the performance of any of its duties
		hereunder, or in the exercise of any of its rights or powers, if the funds
		provided in accordance with Section 7.1(e) of the Credit Agreement are not
		available to pay for the costs and expenses incurred by the Security Trustee
		and none of the provisions contained in this Agreement shall in any event
		require the Security Trustee to perform, or be responsible or liable for the
		manner of performance of, any obligations of the Borrower or the Manager under
		any of the Transaction Documents.

	  

	 (f) The
		Security Trustee shall not be liable for any liabilities, obligations, damages,
		judgments, settlements, penalties, claims, actions, suits, costs, expenses and
		disbursements (including, without limitation, reasonable fees and disbursements
		of legal counsel and costs of investigation), Taxes or the selection of
		Eligible Investments or for any investment losses resulting from Eligible
		Investments.

	  

	 (g) When
		the Security Trustee incurs expenses or renders services in connection with an
		exercise of remedies specified in Section 3.01, such expenses (including
		the fees and expenses of its counsel) and the compensation for such services is
		intended to constitute expenses of administration under any bankruptcy law or
		law relating to creditors’ rights generally.

	  

	 (h) The
		Security Trustee shall not be charged with knowledge of an Event of Default
		unless a responsible officer of the Security Trustee obtains actual knowledge
		of such event or the Security Trustee receives written notice of such event
		from any of the Secured Parties or the Administrative Agent.

	  

	 (i) The
		Security Trustee shall have no duty to monitor the effectiveness or perfection
		of any security interest in any Collateral or the performance of the Borrower,
		any Service Provider or any other party to the Transaction Documents, nor shall
		it have any liability in connection with the appointment of any Service
		Provider, or the malfeasance or nonfeasance by such parties. The Security
		Trustee shall have no liability in connection with non-compliance by the
		Borrower, any Service Provider or any lessee under a Lease with statutory or
		regulatory requirements related to the Collateral, any Aircraft or any Lease.
		The Security Trustee shall not make or be deemed to have made any
		representations or warranties with respect to the Collateral, any Aircraft or
		any Lease or the validity or sufficiency of any assignment or other disposition
		of the Collateral, any Aircraft, or any Lease.

	 
		
		   

		  35


		   
 

		 
 

	 

	 
	 

	 
	 Section
		5.05 Cape
		Town Convention. The
		Security Trustee, during the term of this Agreement, shall establish and
		maintain a valid and existing account as a Transacting User with the
		International Registry and appoint an Administrator and/or a Professional User
		to make registrations with respect to the Collateral as required by this
		Agreement.

	 


	 Section
		5.06 No
		Individual Liability. The
		Security Trustee shall have no individual liability in respect of all or any
		part of the Secured Obligations, and all shall look, subject to the Lien and
		priorities of payment provided in the Credit Agreement, only to the property of
		the Grantors for payment or satisfaction of the Secured
		Obligations.

	  

	 Section
		5.07 The
		Account Bank. The
		Account Bank shall be entitled to the immunities and privileges of the Security
		Trustee under Sections 5.03 and 5.04(a), (b), (c), (e) and (g). The Account
		Bank agrees to perform its duties hereunder in accordance with the requirements
		of, and subject to the limitations of the duties of, a Securities Intermediary
		under the UCC.

	 


	 ARTICLE
		VI

	 SUCCESSOR
		SECURITY TRUSTEES AND ACCOUNT BANK

	  

	 Section
		6.01
		Resignation and Removal of Security Trustee. The
		Security Trustee may resign at any time without cause by giving at least
		30 days’ prior written notice to the Borrower and the Administrative
		Agent. The Administrative Agent may at any time remove the Security Trustee
		with or without cause by an instrument in writing delivered to the Secured
		Parties, the Borrower and the Security Trustee. No resignation or removal of
		the Security Trustee pursuant to this Section 6.01 shall become effective
		prior to the date of appointment by the Administrative Agent of a successor
		Security Trustee and the acceptance of such appointment by such successor
		Security Trustee.

	  

	 Section
		6.02
		Appointment of Successor.
		(a)  In
		the case of the resignation or removal of the Security Trustee, the
		Administrative Agent, on behalf of the Secured Parties, shall promptly appoint
		a successor Security Trustee; provided,
		however, that,
		prior to the occurrence of an Event of Default which is continuing or the
		occurrence or declaration of the Facility Termination Date, such successor
		shall be reasonably acceptable to the Borrower. If a successor Security Trustee
		shall not have been appointed and accepted its appointment hereunder within
		such 30 day period after notice of resignation or removal, the retiring
		Security Trustee or the Secured Parties (or Administrative Agent on behalf of
		the Secured Parties) may petition any court of competent jurisdiction for the
		appointment of a successor Security Trustee. Any successor Security Trustee so
		appointed by such court shall immediately and without further act be superseded
		by any successor Security Trustee appointed as provided in the first sentence
		of this paragraph within one year from the date of the appointment by such
		court.

	  

	 (b) Any
		successor Security Trustee shall execute and deliver to the Secured Parties an
		instrument accepting such appointment. Upon the acceptance of any appointment
		as Security Trustee hereunder, a successor Security Trustee, upon the execution
		and filing or recording of such financing statements, or amendments thereto,
		and such amendments or supplements to this Agreement, and such other
		instruments or notices, as may be necessary or desirable, or as the
		Administrative Agent may request, in order to continue the perfection (if any)
		of the liens granted or purported to be granted hereby, shall succeed to and
		become vested with 

	 
		
		   

		  36


		   
 

		 
 

	 

	 
	 

	 
	 all the
		rights, powers, discretion, privileges and duties of the retiring Security
		Trustee, and the retiring Security Trustee shall be discharged from its duties
		and obligations under this Agreement and the other Transaction Documents. The
		retiring Security Trustee shall take all steps necessary to transfer all
		Collateral in its possession and all its control over the Collateral to the
		successor Security Trustee. After any retiring Security Trustee’s
		resignation or removal hereunder as to any actions taken or omitted to be taken
		by it while it was Security Trustee, the provisions of all of Article VII
		shall inure to its benefit as to any actions taken or omitted to be taken by it
		while it was Security Trustee under this Agreement.

	  

	 (c) Each
		Security Trustee shall be an Eligible Institution acceptable to the Secured
		Parties.

	  

	 (d) Any
		corporation into which the Security Trustee may be merged or converted or with
		which it may be consolidated, or any corporation resulting from any merger,
		conversion or consolidation to which the Security Trustee shall be a party, or
		any corporation to which substantially all the business of the Security Trustee
		may be transferred, shall be the Security Trustee under this Agreement without
		further act; provided,
		however, that
		DBTCA shall
		give the Administrative Agent prompt written notice of such merger, conversion,
		consolidation or transfer and DBTCA shall cooperate with the Administrative
		Agent to maintain the validity and priority of any lien created hereunder or
		under any other document.

	  

	 (e)
		Following the resignation or removal of the Security Trustee, and the
		appointment and acceptance of such appointment by a successor Security Trustee,
		all references to “New York” in Sections 2.05 and 2.09(a) herein
		shall be deemed to refer to the state in which the Security Trustee is
		physically located.

	  

	 Section
		6.03 The
		Account Bank. If at
		any time the Person acting as Account Bank is no longer the Security Trustee,
		the Security Trustee shall notify the Manager and the Borrower, and the
		Security Trustee shall cause the Manager to establish and maintain the Bank
		Accounts with the Person then acting as the Security Trustee as provided in the
		Management Agreement and the Person then acting as the Security Trustee shall
		assume the obligations of the Account Bank under this Agreement.

	  

	 ARTICLE
		VII

	 EXPENSES


	  

	 Section
		7.01 In
		General. The
		Borrower shall, upon demand and pursuant to Section 7.1(e) of the Credit
		Agreement, pay to the Security Trustee and the Account Bank the amount of any
		and all reasonable expenses, including the reasonable fees and expenses of its
		counsel and of any experts and agents, that each such party may incur in
		connection with (i) the administration of this Agreement, (ii) the
		custody, preservation, use or operation of, or the sale of, collection from or
		other realization upon, any of the Collateral, (iii) the exercise or
		enforcement of any of the rights of the Security Trustee, the Account Bank or
		any other Secured Party against any Grantor hereunder, or (iv) the failure
		by any Grantor to perform or observe any of the provisions hereof.


	  

	 Section
		7.02
		Reserved.


	 
		
		   

		  37


		    

			 
 
 

	  

	 
	 

	 
	 Section
		7.03 No
		Compensation from Secured Parties. The
		Security Trustee and the Account Bank each agree that it shall have no right
		against the Secured Parties for any fee as compensation for its services in
		such capacity.

	  

	 Section
		7.04
		Security Trustee and Account Bank Fees. In
		consideration of the Security Trustee’s and the Account Bank’s
		performance of the services provided for under this Agreement, the Borrower
		shall pay to the Security Trustee and the Account Bank, a fee, payable monthly
		on each Payment Date together with all expenses and charges as set forth under
		a separate agreement among the Borrower, the Security Trustee and the Account
		Bank.

	  

	 ARTICLE
		VIII

	 MISCELLANEOUS


	  

	 Section
		8.01
		Amendments; Waivers; Etc. (a)  No
		amendment or waiver of any provision of this Agreement, and no consent to any
		departure by any party from the provisions of this Agreement, shall in any
		event be effective unless the same shall be in writing and signed by the
		parties hereto and, in the event any Service Provider is adversely affected
		thereby, the relevant Service Provider, and then such waiver or consent shall
		be effective only in the specific instance and for the specific purpose for
		which given. In executing and delivering any amendment or modification to this
		Agreement, unless the terms of Section 5.04(d) shall have been satisfied with
		respect to such amendment or modification, the Security Trustee shall be
		entitled to (i) an Opinion of Counsel delivered by counsel satisfactory to
		the Security Trustee stating that such amendment is authorized and permitted
		pursuant to the Credit Agreement and this Agreement and complies with the terms
		thereof and hereof or (ii) an Officer’s Certificate of the Borrower
		stating that such amendment is authorized and permitted pursuant to the Credit
		Agreement and all conditions precedent to the execution, delivery and
		performance of such amendment have been satisfied in full. The Security Trustee
		may, but shall have no obligation to, execute and deliver any amendment or
		modification which would affect its duties, powers, rights, immunities or
		indemnities hereunder.

	  

	 (b) Upon
		the execution and delivery by any Person of a Grantor Supplement, (i) such
		Person shall be referred to as an “Additional Grantor” and shall be
		and become a Grantor hereunder, and each reference in this Agreement to
		“Grantor” shall also mean and be a reference to such Additional
		Grantor, (ii) Annexes I, III and IV attached to each Grantor
		Supplement shall be incorporated into, become a part of and supplement
		Schedules I,
		III and
		IV,
		respectively, and the Security Trustee may attach such Annexes as supplements
		to such Schedules; and each reference to such Schedules shall be a reference to
		such Schedules as so supplemented and (iii) such Additional Grantor shall
		be a Grantor for all purposes under this Agreement and shall be bound by the
		obligations of the Grantors hereunder.

	  

	 (c) Upon
		the execution and delivery by a Grantor of a Collateral Supplement,
		Annex I to each Collateral Supplement shall be incorporated into, become a
		part of and supplement Schedule I, and
		the Security Trustee may attach such Annex as supplements to such Schedule; and
		each reference to such Schedule shall be a reference to such Schedule as so
		supplemented.

	 
		
		   

		  38


		   
 
 

	  

	 

	 
	 

	 
	 Section
		8.02 
		Addresses for Notices. All
		notices and other communications provided for hereunder shall be in writing
		(including telecopier) and mailed, telecopied or delivered to the intended
		recipient at its address specified, as follows:

	  

	 If to
		Borrower or any other Borrower Group Member:

	  

	 Genesis
		Acquisition Limited

	 Clarendon
		House

	 2 Church
		Street

	 Hamilton,
		HM 11

	 Bermuda


	  

	 Attention: Company
		Secretary

	 Facsimile
		No.: +1 (441) 292 4720 / 295 1861

	  

	 For the
		Security Trustee and the Account Bank:


	  

	 Deutsche
		Bank Trust Company Americas

	 c/o
		Deutsche Bank National Trust Company

	 25
		DeForest Avenue, MS 010105

	 Summit,
		NJ 07901

	 Attention:
		Trust and Securities Services/Structured Finance Services

	 Facsimile
		No.: +1 (212) 553-2458

	  

	 For the
		Administrative Agent:

	 


	 Citibank,
		N.A.

	 2 Penns
		Way, Suite 100

	 New
		Castle, DE 19720

	 Attention:
		Dana Thompson

	 Facsimile
		No.: +1 (212) 994-0961

	 


	 or, as
		to each party, at such other address as shall be designated by such party in a
		written notice to each other party complying as to delivery with the terms of
		this Section 8.02. Each such notice shall be effective (a) upon
		receipt when sent through the mails, registered or certified mail, return
		receipt requested, postage prepaid, with such receipt to be effective the date
		of delivery indicated on the return receipt, or (b) one Business Day after
		delivery to an overnight courier, or (c) on the date personally delivered
		to an authorized officer of the party to which sent, or (d) on the date
		transmitted by legible telecopier transmission with a confirmation of
		receipt.

	  

	 Section
		8.03 No
		Waiver; Remedies. No
		failure on the part of the Security Trustee to exercise, and no delay in
		exercising, any right hereunder shall operate as a waiver thereof; nor shall
		any single or partial exercise of any right hereunder preclude any other or
		further exercise thereof or the exercise of any other right. The remedies
		herein provided are cumulative and not exclusive of any remedies provided by
		law.

	 
		
		   

		  39


		   
 
 

	  

	 

	 
	 

	 
	 Section
		8.04
		Severability; Enforcement.
		(a)  If
		any provision of this Agreement shall be invalid, illegal or unenforceable, the
		validity, legality and enforceability of the remaining provisions hereof shall
		not in any way be affected or impaired.

	  

	 (b) Each
		Borrower Subsidiary’s grant of a security interest shall be limited so as
		to secure the Secured Obligations in an amount equal to the largest amount that
		would not render such grant avoidable, invalid or unenforceable on account of
		Section 548 of the United States Bankruptcy Code, any applicable provision
		of comparable state law or any other state or federal bankruptcy, insolvency,
		reorganization or other law affecting the rights of creditors
		generally.

	  

	 Section
		8.05
		Continuing Security Interest; Assignments.
		Subject to Section 8.06(b), this Agreement shall create a continuing
		security interest in the Collateral and shall (a) remain in full force and
		effect until the earlier of the payment in full in cash of the Secured
		Obligations and the circumstances specified in Section 8.06(b),
		(b) be binding upon each Grantor, its successors and assigns and
		(c) inure, together with the rights and remedies of the Administrative
		Agent and the Security Trustee hereunder, to the benefit of the Secured Parties
		and their respective successors, transferees and assigns. Without limiting the
		generality of the foregoing clause (c), any Secured Party may assign or
		otherwise transfer all or any portion of its rights and obligations under any
		Transaction Document to which it is a party in accordance with the terms
		thereof to any other Person or entity, and such other Person or entity shall
		thereupon become vested with all the rights in respect thereof granted to such
		Secured Party herein or otherwise. No Borrower Group Member may assign or
		otherwise transfer all or any portion of its obligations
		hereunder.

	  

	 Section
		8.06
		Release and Termination.
		(a)  Upon
		any sale, lease, transfer or other disposition of any item of Collateral in
		accordance with the terms of this Agreement and the Credit Agreement, the
		Security Trustee (at the Administrative Agent’s direction) will, at the
		Borrower’s expense, execute and deliver to the Grantor of such item of
		Collateral such documents as such Grantor shall reasonably request to evidence
		the release of such item of Collateral from the assignment and security
		interest granted hereby, including the release of any and all security
		deposits, supplemental rent, letters of credit, insurance or other proceeds and
		all other items related to the released Collateral.

	  

	 (b) Upon
		the payment in full in cash of the Secured Obligations (and the expiration or
		termination of all commitments of the Lenders under the Credit Agreement), the
		pledge, assignment and security interest granted hereby shall terminate and all
		rights to the Collateral shall revert to the applicable Grantors. Upon receipt
		of a written notice from the Administrative Agent specifying any such
		termination, the Security Trustee (at the Administrative Agent’s
		direction) will, at the Borrower’s expense, execute and deliver to each
		relevant Grantor such documents as such Grantor shall prepare and reasonably
		request to evidence such termination (and, as appropriate, redeliver
		certificates or other instruments representing or evidencing any of the
		Collateral).

	  

	 Section
		8.07
		Limited Recourse. In the
		event that the direct or indirect assets and proceeds thereof of any Grantor
		are insufficient, after payment of all other claims, if any, ranking in
		priority to the claims of the Security Trustee or any Secured Party hereunder,
		to pay in full such claims of the Security Trustee or such Secured Party (as
		the case may be), then the Security 

	 
		
		   

		  40

		  
 

	  


	 
	 

	 
	  

	 Trustee
		or the Secured Party shall have no further claim against the Borrower or the
		other Grantors in respect of any such unpaid amounts. No recourse under any
		obligation of the Borrower evidenced by this Agreement shall be had against any
		shareholder, officer or director of the Borrower, 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 evidences a corporate
		obligation of the Borrower and no personal liability shall attach to or be
		incurred by the shareholders, officers, agents or directors of the Borrower as
		such, or any of them under or by reason of any of the obligations evidenced by
		this Agreement, and that any and all personal liability for braches by the
		Borrower 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 Security Trustee and the
		Administrative Agent.

	  

	 Section
		8.08
		Governing Law. THIS
		AGREEMENT SHALL IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
		OBLIGATIONS LAW OF THE STATE OF NEW YORK BE GOVERNED BY THE LAWS OF THE STATE
		OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT
		WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO
		THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF THE SECURITY TRUSTEE FOR THE
		BENEFIT OF THE LENDERS AND THE ELIGIBLE COUNTERPARTIES IN THE COLLATERAL, OR
		REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A
		JURISDICTION OTHER THAN THE STATE OF NEW YORK.

	  

	 Section
		8.09
		Jurisdiction.
		(a)  EACH
		PARTY TO THIS AGREEMENT HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
		HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, LEGAL ACTION OR PROCEEDING
		ARISING DIRECTLY OR INDIRECTLY UNDER OR RELATING TO THIS AGREEMENT IN ANY COURT
		LOCATED IN THE BOROUGH OF MANHATTAN, CITY AND STATE OF NEW YORK AND HEREBY
		FURTHER WAIVES ANY CLAIM THAT A COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY
		AND STATE OF NEW YORK IS NOT A CONVENIENT FORUM FOR ANY SUCH SUIT, LEGAL ACTION
		OR PROCEEDING.

	  

	 (b) EACH
		GRANTOR AGREES THAT THE PROCESS BY WHICH ANY SUIT, ACTION OR PROCEEDING IS
		BEGUN MAY BE SERVED ON IT BY BEING DELIVERED IN CONNECTION WITH ANY SUIT,
		ACTION OR PROCEEDING IN THE CITY OF NEW YORK TO PUGLISI & ASSOCIATES, WITH
		AN OFFICE ON THE DATE HEREOF AT 850 LIBRARY AVENUE, SUITE 204, NEWARK, DELAWARE
		19711, AND EACH OF THEM HEREBY APPOINTS PUGLISI & ASSOCIATES ITS DESIGNEE,
		APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF
		SUCH SERVICE OF LEGAL PROCESS.

	  

	 (c) EACH
		GRANTOR HEREBY CONSENTS GENERALLY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING
		ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO THE GIVING OF ANY RELIEF
		OR THE ISSUE OF ANY PROCESS IN CONNECTION WITH SUCH ACTION OR PROCEEDING,
		INCLUDING THE MAKING, ENFORCEMENT OR EXECUTION AGAINST ANY PROPERTY
		

	 
		
		   

		  41


		   
 
 

	  


	 
	 

	 
	 WHATSOEVER
		(IRRESPECTIVE OF ITS USE OR INTENDED USE) OF ANY ORDER OR JUDGMENT WHICH MAY BE
		MADE OR GIVEN IN SUCH ACTION OR PROCEEDING.

	  

	 Section
		8.10
		Counterparts. This
		Agreement may be executed in two or more counterparts by the parties hereto,
		and each such counterpart shall be considered an original and all such
		counterparts shall constitute one and the same instrument. Delivery of an
		executed counterpart of a signature page to this Agreement by facsimile or
		electronic mail shall be effective as delivery of a manually executed
		counterpart of this Agreement.

	  

	 Section
		8.11
		Table of Contents, Headings, Etc. The
		Table of Contents and headings of the Articles and Sections of this Agreement
		have been inserted for convenience of reference only, are not to be considered
		a part hereof and shall in no way modify or restrict any of the terms and
		provisions hereof.

	  

	 Section
		8.12
		Effectiveness. This
		Agreement shall be effective when executed and delivered by each party
		hereto.

	 
		
		   

		  42

		  
 

	  


	 
	 

	 
	 IN
		WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
		executed and delivered by its representative or officer thereunto duly
		authorized as of the date first above written.

	  

	 
			 	 	 
	 	Signed as a Deed,
				
				GENESIS
				  ACQUISITION LIMITED,

				as
				  Borrower and Grantor
 
	 
 	 
 	 
 
	 	By:  	/s/ John
				McMahon
	 	
				

				
	 	
				Name: John
				  McMahon

				Title:
				  Director
 

 

	  

	 Security Trust
		Agreement

	  

	 

	 
	 

	 
	  

	 
			 	 	 
	 	
				DEUTSCHE
				  BANK TRUST COMPANY 

				AMERICAS,
				  as Security Trustee and Account 

				Bank

				
	 
 	 
 	 
 
	 	By:  	/s/ Eileen M
				Hughes
	 	
				

				
	 	
				Name: Eileen M
				  Hughes

				Title: Vice
				  President
 

 

	 
			 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ William
				Schwerdtman
	 	
				

				
	 	Name: William
				Schwerdtman
				Title:
				  Associate
 

 

	  

	 
		Security Trust
		  Agreement
 

	  

	 

	 
	 

	 
	  

	 
			 	 	 
	 	CITIBANK, N.A., as
				Administrative Agent
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
				Hollanan
	 	
				

				
	 	
				Name: Thomas
				  Hollanan

				Title: VP
 

 

	  

	 Security Trust
		Agreement

	  

	 

	 
	 

	 
	  

	 SCHEDULE
		I

	 Security
		Trust Agreement

	  

	 PLEDGED
		STOCK

	  

	 
			
				Stock
				  Issuer
 	
				 
 	
				 
 	
				Par
				  Value
 	
				 
 	
				 
 	
				Certificate
				  No(s).
 	
				 
 	
				 
 	
				Number
				  of

				Shares
				  Pledged
 	
				 
 	
				 
 	
				Percentage
				  of

				Shares
				  Issued and Outstanding
 	 
	
				None

					 	 	 	 	 	 	 	 	 	 	 	 	 

 

	 


	 PLEDGED
		MEMBERSHIP INTERESTS

	  

	 
			
				Borrower

					 	 	
				Certificate
				  No.
 	 	 	
				Percentage
				  of

				Membership
				  Interests
 	 
	
				None

					 	 	 	 	 	 	 

 

	  

	 PLEDGED
		BENEFICIAL INTERESTS

	  

	 All of
		the beneficial interests created in the trusts pursuant to each Trust Agreement
		listed on Schedule I-A attached hereto.

	  

	  

		
		

		
		 
 

	 SCHEDULE
		II

	 Security
		Trust Agreement

	  

	 NON-TRUSTEE
		ACCOUNT INFORMATION

	  

	 


	 
			
				NAME AND
				  ADDRESS

				OF
				  BANK
 	 	 	
				NAME
				  AND ADDRESS OF

				NON-TRUSTEE


				ACCOUNT
				  HOLDER
 	 	 	
				ACCOUNT
				  NUMBER
 	 

 

	 


	 

	 
	 

	 

	 SCHEDULE
		III

	 Security
		Trust Agreement

	  

	 TRADE
		NAMES

	  

	 None


	  

	 

	 
	 

	 

	 SCHEDULE
		IV

	 Security
		Trust Agreement

	  

	 JURISDICTION
		OF ORGANIZATION, CHIEF PLACE OF BUSINESS

	 AND
		CHIEF EXECUTIVE OR REGISTERED OFFICE

	  

	 


	 
			
				Name of
				  Grantor
 	 	 	
				Registered
				  Office and 

				Jurisdiction

					 	 	
				Chief
				  Executive Office and 

				Chief
				  Place of

				Business

					 
	
				Genesis
				  Acquisition Limited
 	 	 	
				Clarendon
				  House

				2
				  Church Street

				Hamilton,
				  HM 11

				Bermuda

					 	 	
				Roselawn
				  House

				University
				  Business Complex

				National
				  Technological Park,

				Limerick,
				  Ireland
 	 

 

	 
		 

		

		
		

		


	 SCHEDULE
		V

	 Security
		Trust Agreement

	  

	 TRUST
		AGREEMENTS

	  

	 [None]


	  

	  

		
		

		 
 

	 EXHIBIT
		A-1

	 Security
		Trust Agreement

	  

	 [FORM
		OF COLLATERAL SUPPLEMENT]

	  

	 Deutsche
		Bank Trust Company Americas, as Security Trustee

	 60 Wall
		Street, 26th
		Floor

	 New
		York, NY 10005

	 Attention:
		Trust and Securities Services/Structured Finance Services

	 [Date]


	  

	 Attention:
		_______________________________

	  

	 Re:
		Security Trust Agreement, dated as of April 5, 2007

	  

	 Ladies
		and Gentlemen:

	  

	 Reference
		is made to the Security Trust Agreement (the “Security Trust
		Agreement”), dated as of April 5, 2007 among Genesis Acquisition Limited,
		an exempted company organized and existing under the laws of Bermuda (the
		“Borrower”), the Borrower Subsidiaries listed on the signature pages
		of, or who otherwise become grantors under, the Security Trust Agreement
		(together with the Borrower, the “Grantors”), Deutsche Bank Trust
		Company Americas (“DBTCA”), as Security Trustee and Account Bank, and
		Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not
		otherwise defined herein shall have the meanings assigned to them in the
		Security Trust Agreement.

	  

	 The
		undersigned hereby delivers, as of the date first above written, the attached
		Annexes I and II pursuant to Section 2.18 of the Security Trust
		Agreement.

	  

	 The
		undersigned Grantor hereby confirms that the property listed in the attached
		Annexes constitutes part of the Collateral and hereby makes each representation
		and warranty set forth in Section 2.03 of the Security Trust Agreement (as
		supplemented by the attached Annexes) with respect to such
		property.

	  

	 Attached
		are (i) a Control Agreement in substantially the form approved in writing
		by the Administrative Agent from each Non-Trustee Account Bank at which each
		Non-Trustee Account included in the foregoing Collateral is maintained,
		(ii) where required with respect to any Assigned Document (other than an
		Assigned Lease) included in the foregoing Collateral, a Notice and
		Acknowledgment in substantially the form of Exhibit B to the Security
		Trust Agreement from the counterparty thereto or, with respect to any Assigned
		Lease included in the foregoing Collateral, such consents, acknowledgements
		and/or notices as are called for under Section 2.08(a) of the Security
		Trust Agreement and (iii) duly completed copies of Annexes I and II
		hereto.

	  

	 

	 
	 

	 
	  

	 This
		Collateral Supplement shall in all respects be governed by, and construed in
		accordance with, the laws of the State of New York (without giving effect to
		conflicts of law principles thereof), including all matters of construction,
		validity and performance.

	  

	 
			 	 	 
	 	
				Very
				  truly yours,


				[NAME OF
				  GRANTOR]1
 
	 
 	 
 	 
 
	 	By:  	 
	 	
				

				
	 	
				Name:


				Title:

				

 

	  

	 
			
				Acknowledged
				  and agreed to as of the date first above written:

				 

				DEUTSCHE
				  BANK TRUST COMPANY AMERICAS,

				not in
				  its individual capacity, but solely 

				as
				  Security Trustee and Account Bank 

					 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
				

					 	 	 
	 	
				Name:


				Title:

					 	 	 

 

	 
			 	 	 	 	 
	 By:	 	 	 	 
	 	
				

					 	 	 
	 	Name:

				Title:

					 	 	 

 

	  
		
		  

		  
 

	 
		
		  
			 	
					 1 

					 	
					 If any
						Irish incorporated company is a party to this Agreement, use the following
						execution block:
 

 

		   

		  
			 
				“Signed
				  Sealed and Delivered
 
 

		  by
			 _____________________

		  the duly
			 appointed attorney of

		  [    ]


		  in the
			 presence of:”

		   

		  2

		   

		  

		  
		  

		  
		   

		  ANNEX
			 I
 
 

	 Collateral
		Supplement

	  

	 PLEDGED
		STOCK

	  

	 
			
				Stock
				  Issuer
 	
				 
 	
				 
 	
				Par
				  Value
 	
				 
 	
				 
 	
				Certificate
				  No(s).
 	
				 
 	
				 
 	
				Number
				  of

				Shares
				  Pledged
 	
				 
 	
				 
 	
				Percentage
				  of

				Shares
				  Issued and Outstanding
 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 

 

	  

	 PLEDGED
		BENEFICIAL INTERESTS

	  

	 
			
				Issuer

					
				 
 	
				 
 	
				Certificate
				  No.
 	
				 
 	
				 
 	
				Percentage
				  of

				Beneficial
				  Interests
 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 

 

	  

	 PLEDGED
		MEMBERSHIP INTERESTS1


	 
		 

		
		  	
				  Issuer

				  	
				   
 	
				   
 	
				  Certificate
					 No.
 	
				   
 	
				   
 	
				  Percentage
					 of

				  
					 Membership
						Interests
 
 	 
	 	 	 	 	 	 	100% 	 
	 	 	 	 	 	 	 	 

 

		 
 

	 PLEDGED
		DEBT

	  

	 
			
				Debt
				  Issuer
 	
				 
 	
				 
 	
				Description
				  of Debt
 	
				 
 	
				 
 	
				Date

					 

 


	 

	 
	 

	 
	  

	 ANNEX
		II

	 Collateral
		Supplement

	  

	 NON-TRUSTEE
		ACCOUNT INFORMATION

	  

	 
			
				NAME AND
				  ADDRESS

				OF
				  BANK
 	
				 
 	
				 
 	
				NAME
				  AND ADDRESS OF

				NON-TRUSTEE


				ACCOUNT
				  HOLDER
 	
				 
 	
				 
 	
				ACCOUNT
				  NUMBER
 	 

 

	 


	 

	 
	 

	 
	  

	 EXHIBIT
		A-2

	 Security
		Trust Agreement

	  

	 [FORM
		OF GRANTOR SUPPLEMENT]

	  

	 Deutsche
		Bank Trust Company Americas, as Security Trustee

	 60 Wall
		Street, 26th
		Floor

	 New
		York, NY 10005

	 Attention:
		Trust and Securities Services/Structured Finance Services

	  

	 [Date]


	  

	 Attention:
		_____________________________________

	  

	 Re:
		Security Trust Agreement, dated as of April 5, 2007

	  

	 Ladies
		and Gentlemen:

	  

	 Reference
		is made to the Security Trust Agreement (the “Security Trust
		Agreement”), dated as of April 5, 2007 among Genesis Acquisition Limited,
		an exempted company organized and existing under the laws of Bermuda (the
		“Borrower”), the Borrower Subsidiaries listed on the signature pages
		of, or who otherwise become grantors under, the Security Trust Agreement
		(together with the Borrower, the “Grantors”), Deutsche Bank Trust
		Company Americas, a national banking association (“DBTCA”) as
		Security Trustee and Account Bank, and Citibank, N.A., as Administrative Agent.
		Capitalized terms used herein and not otherwise defined herein shall have the
		meanings assigned to them in the Security Trust Agreement.

	  

	 The
		undersigned hereby agrees, as of the date first above written, to become a
		Grantor under the Security Trust Agreement as if it were an original party
		thereto and agrees that each reference in the Security Trust Agreement to
		“Grantor” shall also mean and be a reference to the
		undersigned.

	  

	 To
		secure the Secured Obligations, the undersigned Grantor hereby assigns and
		pledges to the Security Trustee for its benefit and the benefit of the Secured
		Parties, and hereby grants to the Security Trustee for its benefit and the
		benefit of the Secured Parties, a security interest in, all of its right, title
		and interest in and to:

	  

	 [To be
		completed as appropriate]

	  

	 

	 
	 

	 
	  

	 The
		undersigned Grantor hereby makes each representation and warranty set forth in
		Section 2.03 of the Security Trust Agreement (as supplemented by the
		attached Annexes) and hereby agrees to be bound as a Grantor by all of the
		terms and provisions of the Security Trust Agreement. Each reference in the
		Security Trust Agreement to the Pledged Stock, the Pledged Debt, the Pledged
		Beneficial Interests, the Pledged Membership Interests, the Security
		Collateral, the Beneficial Interest Collateral, the Membership Interest
		Collateral, the Non-Trustee Account Collateral, the Bank Account Collateral,
		the Investment Collateral, the Assigned Agreement, the Assigned Agreement
		Collateral, the Asset Purchase Agreements, the Aircraft Purchase Collateral,
		the Assigned Leases, the Secured Service Provider Documents, the Servicing
		Collateral, the Lease Collateral, and the Assigned Documents shall be construed
		to include a reference to the corresponding Collateral hereunder.

	  

	 The
		undersigned hereby agrees, together with the Borrower, jointly and severally to
		indemnify the Security Trustee, its officers, directors, employees and agents
		in the manner set forth in Section 15.1 of the Credit Agreement.

	  

	 Attached
		are (i) a Control Agreement in substantially in the form approved in
		writing by the Administrative Agent from each Non-Trustee Account Bank at which
		each Non-Trustee Account included in the foregoing Collateral is maintained,
		(ii) where required with respect to any Assigned Document (other than an
		Assigned Lease) included in the foregoing Collateral, a Notice and
		Acknowledgement in substantially the form of Exhibit B to the Security
		Trust Agreement from the counterparty thereto or, with respect to any Assigned
		Lease included in the foregoing Collateral, such consents, acknowledgements
		and/or notices as are called for under Section 2.08(a) of the Security
		Trust Agreement, (iii) duly completed copies of Annexes I, II, III
		and IV hereto [and (iv) an Irish Share Mortgage] [insert if
		applicable].

	  

	 2


	  

	 

	 
	 

	 

	 This
		Grantor Supplement shall in all respects be governed by, and construed in
		accordance with, the laws of the State of New York (without giving effect to
		conflicts of law principles thereof), including all matters of construction,
		validity and performance.

	 
		 

		
		  	 	 	 
	 	
				  Very
					 truly yours,

				  [NAME OF
					 GRANTOR]1
 
	 
 	 
 	 
 
	 	By:  	 
	 	
				  

				  
	 	
				  Name:


				  Title:

				  

 

		 

		
		  	
				  Acknowledged
					 and agreed to as of the date first above written:

				   

				  DEUTSCHE
					 BANK TRUST COMPANY AMERICAS,

				  not in
					 its individual capacity, but solely 

				  as
					 Security Trustee and Account Bank 

				  	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
				  

				  	 	 	 
	 	
				  Name:


				  Title:

				  	 	 	 

 

		
		  	 	 	 	 	 
	 By:	 	 	 	 
	 	
				  

				  	 	 	 
	 	Name:

				  Title:

				  	 	 	 

 

		 
		  
			 

			 
 

		
		  
			 
					
						1

							
						If any
						  Irish incorporated company is a party to this Agreement, use the following
						  execution block:
 

 

			  

			 
				
				  “Signed
					 Sealed and Delivered
 
 

			 by
				_____________________

			 the duly
				appointed attorney of

			 [    ]


			 in the
				presence of:”

			  

			 3

			  
 
 
 

	 

	 
	 

	 
	 
 

	 ANNEX
		I

	 Grantor
		Supplement

	  

	 PLEDGED
		STOCK

	  

	 
			
				Stock
				  Issuer
 	
				 
 	
				 
 	
				Par
				  Value
 	
				 
 	
				 
 	
				Certificate
				  No(s).
 	
				 
 	
				 
 	
				Number
				  of

				Shares

					
				 
 	
				 
 	
				Percentage
				  of

				Outstanding


				Shares

					 

 

	  

	 PLEDGED
		BENEFICIAL INTERESTS

	  

	 
			
				Issuer

					
				 
 	
				 
 	
				Certificate
				  No.
 	
				 
 	
				 
 	
				Percentage
				  of

				Beneficial
				  Interests
 	 

 

	  

	 PLEDGED
		MEMBERSHIP INTERESTS

	  

	 
			
				Issuer

					
				 
 	
				 
 	
				Certificate
				  No.
 	
				 
 	
				 
 	
				Percentage
				  of

				Membership
				  Interests
 	 

 

	  

	 PLEDGED
		DEBT

	  

	 
			
				Debt
				  Issuer
 	
				 
 	
				 
 	
				Description
				  of Debt
 	
				 
 	
				 
 	
				Date

					 

 

	  

	 

	 
	 

	 
	  

	 ANNEX
		II

	 Grantor
		Supplement

	  

	 NON-TRUSTEE
		ACCOUNT INFORMATION

	  

	 
			
				NAME AND
				  ADDRESS

				OF
				  BANK
 	
				 
 	
				 
 	
				NAME
				  AND ADDRESS OF

				NON-TRUSTEE


				ACCOUNT
				  HOLDER
 	
				 
 	
				 
 	
				ACCOUNT
				  NUMBER
 	 

 

	 


	 

	 
	 

	 
	  

	 ANNEX
		III

	 Grantor
		Supplement

	  

	 TRADE
		NAMES

	  

	 
		
	 

	 

	 
	 

	 

	 ANNEX
		IV

	 Grantor
		Supplement

	  

	 
			
				NAME OF
				  GRANTOR
 	 	 	
				CHIEF
				  EXECUTIVE

				OFFICE

					
				 
 	
				 
 	
				CHIEF
				  PLACE OF

				BUSINESS

					
				 
 	
				 
 	
				REGISTERED


				OFFICE

					 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 

 

	 


	 

	 
	 

	 
	  
 

	 EXHIBIT
		B

	 Security
		Trust Agreement

	  

	 FORM
		OF NOTICE AND ACKNOWLEDGMENT

	  

	 NOTICE
		AND ACKNOWLEDGMENT3 

	  

	 From: [Name
		of Lessor] (the
		“Lessor”)


	 


	 To:     [Name
		of Lessee] (the
		“Lessee”)


	 


	 ____________
		__, _____

	 


	 Ladies
		and Gentlemen:

	 


	 We refer
		to the lease agreement described on the attached Schedule 1 (as supplemented
		and amended from time to time, the “Lease
		Agreement”)
		relating to one [make
		and model of aircraft] with
		manufacturer’s serial number _____ (together with the engines described in
		the Lease Agreement, the “Aircraft”). All
		terms defined in the Lease Agreement shall, unless the context otherwise
		requires, have the same meanings in this Notice and Acknowledgment (this
		“Notice”).


	 


	 In
		accordance with the provisions of the Lease Agreement, we hereby notify you of
		the following:

	 


	 
		
		  	1.	
				  By a
					 Security Trust Agreement dated as of April 5, 2007 (the “Security
					 Assignment”) by and
					 among Deutsche Bank Trust Company Americas, as Security Trustee (the
					 “Security
					 Trustee”) and
					 ourselves and the other parties named therein, we have, among other things,
					 assigned and encumbered to the Security Trustee, as security, all of our right,
					 title and interest in and to (a) the Lease Agreement, the other [Operative
					 Documents] and all other agreements (including any side letters, guarantees,
					 subleases or option agreements) entered into in connection with, or relating
					 to, the Lease Agreement (collectively, the “Security
					 Assignment Documents”) and
					 (b) the rent payable under the Lease Agreement and, if any, all letters of
					 credit, supplemental rent, security deposits, other supporting obligations and
					 arrangements, and insurance proceeds, and all proceeds of any of the foregoing
					 (collectively, “Security
					 Amounts”)
					 relating to the Aircraft or the Security Assignment Documents. [In connection
					 with such collateral assignment, the Security Trustee has agreed to execute and
					 deliver to you a Confirmation of Quiet Enjoyment in the form attached hereto as
					 Schedule 2.4 ] The
					 Lessee hereby consents, effective as of the date hereof, to the security
					 assignment in favor of the Security Trustee described in the preceding
					 sentence.
 

 
 

	  

	 
		
		  

		  
 

	 
		
		  	3	
				  Subject
					 to modifications because of terms of particular lease or if title to the
					 aircraft will be transferred to a new Aircraft Owning Entity, as may be
					 requested by the Security Trustee. 
 

 
 

	  

	 
			4	
				Include
				  only if Lease requires acknowledgment of quiet enjoyment.

				

 

	  

	 2


	  

	 

	 
	 

	 
	  

	 
			2.	
				GE
				  Commercial Aviation Services Limited (“GECAS”), in
				  its capacity as servicer for the Lessor, will act as Lessor’s
				  attorney-in-fact, servicer and agent for all matters related to the Aircraft,
				  the Security Assignment Documents and the Security Amounts (in such capacity,
				  the “Servicer”).
				  We hereby authorize you, and you agree, to rely upon (and to comply with, where
				  the context calls for such compliance) communications you receive from GECAS
				  (or any successor Servicer whose appointment you receive written notice from
				  the Security Trustee) in connection with the Security Assignment Documents and
				  the Security Amounts as if received from the Lessor, subject in all cases to
				  the rights of the Security Trustee as provided in this Notice.

				

 

	  

	 
			3.	
				A copy
				  of all notices you send to the Lessor under the Lease Agreement to GECAS should
				  be sent to the address set forth below (and to any such successor Servicer at
				  the address set forth in such notice of appointment):
 

 

	  

	 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

	 


	 
			4.	
				From and
				  after your receipt of notice from us in the form attached hereto as
				  Schedule 4, as to the dating, release from escrow and effectiveness of
				  this Notice (it being agreed that any period of notice for change of account
				  details set forth in the Lease Agreement is hereby waived), unless and until
				  the Security Trustee otherwise directs in writing, (i) all monies (other than
				  supplemental rent and any security deposit) that are payable by you under the
				  Lease Agreement or any other Security Assignment Document to which the Lessee
				  is a party shall be paid to:
 

 

	  

	 Deutsche
		Bank Trust Company Americas

	 ABA No.:
		[________________]

	 Account
		No: [________________]

	 Account
		Name: [________________]

	 Ref: [Name of
		Lessee]; MSN [   ]

	  

	 3


	  

	 

	 
	 

	 
	  

	 and (ii)
		all monies in respect of supplemental rent that are payable by you under the
		Lease Agreement or any other Security Assignment Document to which the Lessee
		is a party shall be paid to:

	  

	 Deutsche
		Bank Trust Company Americas

	 ABA No.:
		[________________]

	 Account
		No: [________________]

	 Account
		Name: [________________]

	 Ref: [Name of
		Lessee]; MSN [   ]

	 


	 and
		(iii) all monies in respect of security deposit that are payable by you under
		the Lease Agreement or any other Security Assignment Document to which the
		Lessee is a party shall be paid to:

	  

	 Deutsche
		Bank Trust Company Americas

	 ABA No.:
		[________________]

	 Account
		No: [________________]

	 Account
		Name: [________________]

	 Ref: [Name of
		Lessee]; MSN [   ]

	 


	 
			5.	
				If the
				  Security Trustee delivers to you a written notice that it has exercised its
				  rights under the Security Trust Agreement (a “Relevant
				  Notice”), then
				  you shall thereafter perform, observe and comply with all terms of the Lease
				  Agreement and the other Security Assignment Documents for the benefit of the
				  Security Trustee as if the Security Trustee were named in place of the Lessor
				  in the Security Assignment Documents. After the Security Trustee delivers any
				  Relevant Notice, you shall not recognize the exercise by the Lessor (or GECAS
				  or any successor Servicer) of any of its rights and powers under the Security
				  Assignment Documents unless and until requested to do so by the Security
				  Trustee.
 

 

	  

	 
			6.	
				You
				  agree to cause the hull and liability insurance required to be maintained under
				  the Lease Agreement to be endorsed as specified in the attached Schedule 3 and
				  to obtain from your insurance/reinsurance brokers revised certificates of
				  insurance and broker’s letter of undertaking to evidence such
				  endorsements.
 

 

	  

	 
			7.	
				You
				  agree that (i) Genesis Acquisition Limited, (ii) GECAS, as servicer, (iii) the
				  Security Trustee for the benefit of the Lenders (as defined in the Security
				  Trust Agreement) and (iv) Genesis Lease Limited are “Indemnitees” for all
				  purposes of the Lease Agreement.
 

 

	  

	 
			8.	
				You
				  represent and warrant as follows:5 
 

 

	  

	 
		

		

	 
		
		  	5	
				  If
					 the Lessee, having been furnished this form Notice and Acknowledgment,
					 notifies the Servicer that the Lessee is unwilling to provide the
					 representations set forth in this paragraph 8 as written, the Servicer may,
					 without having to obtain the consent of the 

				  (continued...)

				  

 
 

	  

	 4

	 

	 
	 

	 
	  

	 
			 	(a)	
				This
				  Notice and the Security Assignment Documents to which the Lessee is a party
				  have each been duly authorized, executed and delivered by, and constitute a
				  legal, valid and binding agreement of, the Lessee, enforceable against the
				  Lessee in accordance with their respective terms.
 

 

	  

	 
			 	(b)	
				No
				  “Total Loss”, “Event of Loss” or similar event as defined
				  in the Lease Agreement has occurred as to the Aircraft or the related engines,
				  and the Certificate of Airworthiness for the Aircraft remains in full force and
				  effect.
 

 

	  

	 
			 	(c)	
				On the
				  date of this Notice, no “Event of Default” or similar event as
				  defined in the Lease Agreement, or, to the Lessee’s knowledge, event which
				  with the giving of notice or the passage of time or both would mature into an
				  “Event of Default” or similar event, has occurred and is
				  continuing.
 

 

	  

	 
			 	(d)	
				The
				  Lessee is not entitled to any offset against any amounts payable under the
				  Security Assignment Documents and, to the best of the Lessee’s knowledge,
				  the Lessee has no present claim against the Lessor with respect to the
				  Aircraft, the Security Assignment Documents or the Security
				  Amounts.
 

 

	  

	 
			 	(e)	
				The
				  representations and warranties of the Lessee contained in Section [__] of the
				  Lease Agreement are true and correct as of the date hereof.
 

 

	  

	 
			9.	
				The
				  identification plates on the Aircraft and the Engines in accordance with
				  Section [___] of the Lease Agreement shall not include any reference to a
				  mortgagee or financing party. [You will as promptly as practicable cause the
				  interest of the Security Trustee in the Lease Agreement to be appropriately
				  noted in the aircraft registry of the country in which the Aircraft is
				  registered and send the Servicer confirmation of the same.]6 
 

 

	  

	 
		

		

	 Security
		Trustee or any other party, accede to such modifications to the terms of this
		paragraph as the Lessee may reasonably request, provided that in
		any event the Lessee shall represent that this Notice has been duly authorized,
		executed and delivered by the Lessee, that each Security Assignment Document to
		which the Lessee is a party is enforceable against the Lessee in accordance
		with the terms of such document, that no Total Loss, Event of Loss or similar
		event has occurred as to the Aircraft or any of its engines, and that no Event
		of Default (or similar event, following any applicable grace or cure periods)
		has occurred and is continuing under the Lease Agreement.

	  

	 
		
		  	6	
				  Include
					 only if the applicable aircraft registry would permit such notation to be
					 made.
 

 
 

	  

	 5

	 

	 
	 

	 
	 
		
		   
 
 

	 This
		Notice and the authorizations and instructions contained in this Notice are
		irrevocable unless and until you receive written notice to the contrary from
		the Security Trustee. The Security Trustee shall not be bound by, nor have any
		liability for the performance of, any of the Lessor’s obligations under
		the Security Assignment Documents (whether taken by the Lessor, GECAS or any
		successor attorney-in-fact and manager) unless expressly agreed to in writing
		by the Security Trustee following the exercise by the Security Trustee of
		remedies under the Security Assignment.

	  

	 


	 Yours
		faithfully,

	 


	 


	 For and
		on behalf of 

	 [NAME
		OF LESSOR]


	 


	 ACKNOWLEDGED
		AND AGREED

	 this
		_____ day of _____, 200_

	 


	 [NAME
		OF LESSEE]


	 


	 
			 	 	 
	 	By:  	 
	 	
				

				
	 	Name:
	 	Title:

 

	  

	 

	 
	 

	 
	 


	 SCHEDULE
		1

	  

	 Lease
		Agreement

	 [Description
		of Lease Agreement]



	 2


	 
	 

	 
	 SCHEDULE
		2

	 


	 Confirmation
		of Quiet Enjoyment

	 


	 From: Deutsche
		Bank Trust Company Americas,
		
           as
		Security Trustee (the “Security
		Trustee”)


	 


	 To: [Name
		of Lessee]


	 [Address
		of Lessee]

	  

	 Attention:
		________________________________

	  

	 __________
		__, 20__

	 


	 Ladies
		and Gentlemen:

	 


	 We refer
		to the lease agreement described on the attached Schedule 1 (as assigned,
		supplemented and amended from time to time, the “Lease
		Agreement”),
		relating to one [make
		and model of aircraft]
		bearing manufacturer’s serial number _____ and _____ registration mark
		______ (the “Aircraft”). Words
		and expressions defined in Lease Agreement shall have the same respective
		meaning when used herein.

	 


	 In
		consideration of your consent, acknowledgment and agreements to the Notice and
		Acknowledgment of Assignment, dated this date, from Lessor to you (the
		“Notice”), we
		hereby agree that so long as no Event of Default shall have occurred and be
		continuing, we will not, directly or indirectly, and will not permit any person
		claiming by or through us, to take any action that would interfere with
		Lessee’s rights to quiet and peaceful enjoyment of the Aircraft under the
		Lease Agreement.1


	  

	 
			 	 	 Yours
				faithfully,
	 	 
	 
 	 
 	 
 
	 	  	for
				and on behalf of 
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as
				Security Trustee

 

	  
		
		  

		  
 

	 
		
		  	
				  1

				  	
				  Text of
					 this paragraph to be conformed to quiet enjoyment provision of the Lease
					 Agreement.
 

 

		 
 

	 3

	 

	 
	 

	 
	 SCHEDULE
		3

	 Insurance


	 


	 
			(A)	
				Without
				  limiting the requirements of the Lease Agreement, all required hull, spares and
				  hull war risk insurance shall (i) name each “Indemnitee” referred to
				  in paragraph 7 of the Notice and Acknowledgment to which this Schedule is
				  attached as additional insureds and (ii) designate the Security Trustee as the
				  sole loss payee in relation to any total loss.
 

 

	  

	 
			(B)	
				All
				  required liability (including war risk liability) insurance shall include (i)
				  the Lessor, (ii) Genesis Acquisition Limited, (iii) GE Commercial Aviation
				  Services Limited, (iv) the Security Trustee, on behalf of the Lenders (as
				  defined in the Security Trust Agreement, (v) Genesis Leasing Limited, (vi) the
				  respective successors and assigns of such parties, and (vii) the respective
				  shareholders, subsidiaries, directors, members, officers, agents, employees and
				  indemnitees of such parties as additional insureds.
 

 

	  

	 For
		insurance coverage that includes AVN67B (or the substantive equivalent) the
		following should be identified in the insurance/reinsurance
		certificates.

	 


	 Contract
		Parties:


	 


	 Genesis
		Acquisition Limited

	 Genesis
		Lease Limited

	 GE
		Commercial Aviation Services Limited

	 Deutsche
		Bank Trust Company Americas

	 


	 in each
		case, with its successor and assigns

	 


	 Contracts:


	 


	 1. Credit
		Agreement dated as of April 5, 2007 among Genesis Acquisition Limited, as
		Borrower, Genesis Lease Limited, as Manager, the financial institutions set
		forth on Schedule IV therein, as Lenders, Citibank, N.A., as Administrative
		Agent, and Deutsche Bank Trust Company Americas, as Security Trustee and
		Account Bank.

	  

	 2. Security
		Trust Agreement dated as of April 5, 2007 among Genesis Acquisition Limited,
		certain additional grantors identified therein, Citibank, N.A., as
		Administrative Agent, and Deutsche Bank Trust Company Americas, as Security
		Trustee and Account Bank.

	  

	 3. Servicing
		Agreement dated as of April 5, 2007 between GE Commercial Aviation Services
		Limited, as Servicer, and Genesis Acquisition Limited.

	  

	 
		4


		 

		

		
		

		 

	 SCHEDULE
		4

	 


	 Form of
		Notice from Lessor that Notice and Acknowledgment is Effective

	 


	 From:     
		[Name
		of Lessor] (the
		“Lessor”)


	 [Address
		of Lessor]


	  

	 To:        
		[Name
		of Lessee] (the
		“Lessee”)


	 [Address
		of Lessee]


	 


	 Date: __________
		__, 200_

	 


	 Re: Effectiveness
		of Notice and Acknowledgment

	 


	 Ladies
		and Gentlemen:

	 


	 We refer
		to the Notice and Acknowledgment between the Lessor and the Lessee that is
		being held by [Counsel to Genesis Acquisition Limited] on the terms described
		in the letter from [Name of Escrow Agent] dated __________ __,
		200_.

	 


	 This
		will confirm that the Notice and Acknowledgment (i) has been dated the date
		hereof with the account numbers ________ and ________ having been inserted in
		paragraph 4, (ii) has been released by [Counsel to Genesis Acquisition
		Limited] and (iii) has become effective.

	  

	 
			 	 	 
	 	
				Very
				  truly yours,
 
	 	 	 
	 	
				[NAME OF
				  LESSOR]
 
	 	 	 
	 	By:  	 
	 	
				

				
	 	Name: 
	 	Title:

 

	 
		 

		
		  5


		   

		  

		  
		  

		   
 

	 
		 

		EXHIBIT
		  C
 

	 Security
		Trust Agreement

	  

	 [FORM
		OF DEED OF CHARGE OVER THE IRISH VAT REFUND ACCOUNT]

	  

	 Draft


	 


	 Dated
		___ April 2007


	 


	 


	 


	 GENESIS
		ACQUISITION LIMITED

	  

	 


	 and


	 


	 


	 DEUTSCHE
		BANK TRUST COMPANY AMERICAS

	 
 

	 


	 


	 DEED
		OF CHARGE 

	 OVER
		A BANK ACCOUNT 

	 


	  

	 


	 


	 


	 


	 A
		& L Goodbody

	  

	  

	 

	 
	 

	 
	  

	 THIS
		DEED OF CHARGE (the
		Deed) is dated
		___ April 2007 and made between

	  

	 
			
				(1)

					
				GENESIS
				  ACQUISITION LIMITED a
				  company formed under the laws of Bermuda and having its registered office at
				  Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (the
				  Chargor);
				  and
 

 

	 


	 
			(2)	
				DEUTSCHE
				  BANK TRUST COMPANY AMERICAS in its
				  capacity as security trustee, having an office at 60 Wall Street,
				  26th Floor,
				  MS NYC60-2606, New York, New York 10005-2858 (the
				  Chargee).

				

 

	  

	 RECITALS


	 


	 The Chargor is the
		beneficial owner of the Account (as hereinafter defined).

	 


	 The Chargor has
		agreed to enter into this Deed for the purposes of securing payment by the
		Chargor of the Secured Obligations (as hereinafter defined).

	  

	 NOW
		THIS INDENTURE WITNESSETH and it
		is hereby agreed by and between the parties hereto as follows:

	  

	 ARTICLE
		IX DEFINITIONS


	 


	 
		
		  Section
			 9.01  In
			 this Deed:
 
 

	 


	 Account
		means the VAT Refund Account bearing account no. [ ]
		of the Chargor held with the Bank or any replacement or reinstatement of any
		such account whether by current account or deposit account;

	 


	 Account
		Balance means the balance for the time being standing to the credit of
		the Account together with all interest thereon and the debt represented
		thereby;

	 


	 Bank
		means
		[                           
		 ];

	 


	 Credit
		Agreement means
		the credit agreement dated [   ] April 2007 between the Chargor,
		Genesis Lease Limited, as manager, the financial institutions set forth in
		Schedule IV thereto as lenders, Citibank N.A., as administrative agent, and
		Deutsche Bank Trust Company Americas as security trustee and account
		bank;

	 


	 Encumbrance
		means any mortgage, charge, pledge, lien, assignment by way of security,
		hypothecation, security interest, title retention, preferential right or trust
		arrangement and any other agreement or arrangement having the effect of
		security;

	 


	 Secured
		Obligations means the Secured Obligations as defined in the Security
		Trust Agreement;

	  

	 2


	  

	 

	 
	 

	 
	 Security
		Period means the period beginning on the date hereof and ending on the
		date upon which the Chargee has confirmed in writing that all the Secured
		Obligations which have or may arise have been irrevocably paid and discharged;
		and

	 


	 Security
		Trust Agreement means
		the security trust agreement dated on or about the date hereof and entered into
		between, inter alia, the Chargor and the Chargee.

	 


	 All terms not
		specifically defined above shall bear the same meanings as are ascribed to them
		in the Security Trust Agreement.

	 


	 ARTICLE
		X INTERPRETATION


	 


	 
		
		  Section
			 10.01
			 Words and phrases the definition of which is contained or referred to in
			 Section 2 of the Companies Act, 1963 shall be construed as having the meaning
			 thereby attributed to them. Words importing the singular shall include the
			 plural and vice versa and words importing persons shall include
			 corporations.
 
 

	 


	 
		
		  Section
			 10.02
			 References to statutory provisions shall unless the contrary is clearly stated
			 be a reference to statutory provisions operative in Ireland and will be
			 construed as references to those provisions as respectively amended or
			 re-enacted (whether before or after the date hereof) from time to time and
			 shall include any provisions of which they are re-enactments (whether with or
			 without modification) and shall also include any subordinate legislation made
			 from time to time under those provisions.
 
 

	 


	 
		
		  Section
			 10.03 Words
			 such as hereunder,
			 hereto,
			 hereof and
			 herein shall
			 unless the context clearly indicates to the contrary refer to the whole of this
			 Deed and not to any particular section or clause thereof.

		  
 

	 


	 
		
		  Section
			 10.04 Save
			 as otherwise provided herein any reference to a section, clause, paragraph or a
			 sub-paragraph shall be reference to a section, clause, paragraph or a
			 sub-paragraph (as they may be) of this Deed.
 
 

	 


	 
		
		  Section
			 10.05 The
			 headings are inserted for convenience only and shall not affect the
			 construction of this Deed.
 
 

	 


	 
		
		  Section
			 10.06
			 Reference to any document includes that document as amended, novated or
			 supplemented from time to time.
 
 

	 


	 ARTICLE
		XI COVENANT
		TO PAY AND PERFORM

	 


	 
		
		  Section
			 11.01 The
			 Chargor hereby covenants and undertakes with the Chargee that it shall pay and
			 discharge the Secured Obligations as and when the same become due.
			 
 
 

	 


	 
		
		  Section
			 11.02 The
			 Chargor hereby covenants that it shall at all times comply with and observe all
			 terms and conditions applicable to the Account contained in the Security Trust
			 Agreement, the Credit Agreement and this Deed.

		   
 
 

	 
		3

		

		
		

		
		ARTICLE
		  XII CHARGE


		


		
		  
			 Section
				12.01  As
				security for the Secured Obligations the Chargor as beneficial owner hereby
				charges:
 
 

		


		
		  	 	
				  (a)

				  	
				  by way
					 of a first fixed charge in favour of the Chargee all of its present and future
					 right, title and interest in and to the Account and the Account Balance;
					 and
 

 

		


		
		  	 	
				  (b)

				  	
				  by way
					 of first floating charge in favour of the Chargee all of its present and future
					 rights, title and interest in and to such of the Account and the Account
					 Balance as may be deemed not have been charged by way of first fixed charge
					 pursuant to clause 4.1.1,
 

 

		 

		
		  
			 Section
				12.02 PROVIDED
				THAT upon
				irrevocable payment in full of the Secured Obligations or upon the occurrence
				of any of the circumstances set out in Section 8.06 of the Security Trust
				Agreement, the Chargee will forthwith at the request and expense of the Chargor
				release the Account and the Account Balance to the Chargor. During the
				continuance of the security created hereby, the Chargor shall not, except with
				the prior written consent of the Chargee, be entitled to withdraw the whole or
				part of the Account Balance for any purpose save as provided in the Security
				Trust Agreement and/or the Credit Agreement.
 
 

		


		ARTICLE
		  XIII CONTINUING
		  SECURITY

		


		
		  
			 Section
				13.01 The
				security constituted by this Deed shall be continuing and not satisfied by any
				intermediate payment or satisfaction of any part of the Secured Obligations but
				shall secure the ultimate balance of the Secured Obligations. The security
				hereby given shall be in addition to and shall not be affected by any other
				Encumbrance now or hereafter held by the Chargee for all or any of the Secured
				Obligations.
 
 

		


		
		  
			 Section
				13.02 Where
				any discharge (whether in respect of the obligations of the Chargor or any
				security therefor or otherwise) is made in whole or in part or any arrangement
				is made on the faith of any payment, security or other disposition which is
				avoided or must be repaid on bankruptcy, liquidation, by virtue of Section 1001
				of the Taxes Consolidation Act, 1997 or otherwise without limitation, this Deed
				shall continue in force as if there had been no such discharge or
				arrangement.
 
 

		


		
		  
			 Section
				13.03 The
				Chargee shall be entitled to concede or compromise in good faith any claim that
				any such payment, security or other disposition is liable to avoidance or
				repayment.
 
 

		


		
		  
			 Section
				13.04 This
				Deed shall not be affected by any act, omission or circumstance which but for
				this provision might operate to release or otherwise diminish this Deed or
				affect such obligations including without limitation and whether or not known
				to either of the Chargor or the Chargee:
 
 

		


		
		  	 	
				  (a)

				  	
				  any time
					 or waiver granted to or composition with any person whatsoever; or

				  

 

		 

		4


		 

		

		
		

		
		
		  	 	
				  (b)

				  	
				  the
					 taking, variation, compromise, renewal or release of, or refusal or neglect to
					 perfect or enforce, any rights, remedies or securities against or granted by
					 any other person whatsoever; or
 

 

		


		
		  	 	
				  (c)

				  	
				  any
					 variation of, or extension of the due date for performance of, any term of any
					 agreement or security or any increase in the Secured Obligations to the intent
					 that this Deed shall apply to such term as varied or in respect of the extended
					 due date or such increase; or
 

 

		


		
		  	 	
				  (d)

				  	
				  any
					 irregularity, unenforceability, invalidity or frustration of any obligations of
					 any person whatsoever under any agreement or any other document or security, or
					 any present or future law or order of any government or authority (whether of
					 right or in fact) purporting to reduce or otherwise affect any of such
					 obligations, to the intent that this Deed shall remain in full force and be
					 construed accordingly as if there were no such irregularity, unenforceability,
					 invalidity, frustration, law or order; or
 

 

		


		
		  	 	
				  (e)

				  	
				  any
					 legal limitation, disability, incapacity or other circumstances relating to any
					 such party or any other person.
 

 

		


		
		  
			 Section
				13.05 The
				Chargor waives any right it may have of first requiring the Chargee to proceed
				against or claim payment from anyone else or enforce any guarantee or security
				granted by any other person before enforcing this Deed.
 

		  

		


		
		  
			 Section
				13.06
				Until all amounts which may be or become payable by the Chargor to the Chargee
				shall have been irrevocably paid and discharged in full, the Chargee may
				refrain from applying or enforcing any other security, moneys or rights held or
				received by the Chargee in respect of such amounts or apply and enforce the
				same in such manner and order as the Chargee sees fit (whether against such
				amounts or otherwise) and the Chargor shall not be entitled to the benefit of
				the same.
 
 

		


		
		  
			 Section
				13.07 Unless
				otherwise agreed the Chargor shall not be entitled to any right of contribution
				or subrogation by virtue of any realisation of this security.

			 
 

		


		
		  
			 Section
				13.08
				Deutsche Bank Trust Company Americas, in its capacity as security trustee
				hereunder, shall be afforded all of the rights, powers, immunities and
				indemnities set forth in the Security Trust Agreement as if such rights,
				powers, immunities and indemnities were specifically set forth
				herein.
 
 

		


		ARTICLE
		  XIV PROHIBITION
		  ON ENCUMBRANCES AND DISPOSALS

		


		The Chargor
		  undertakes that (except with the prior written consent of the Chargee or as
		  otherwise provided herein or contemplated by the Security Trust Agreement)
		  during the Security Period it will not except in favour of the
		  Chargee:

		


		
		  
			 Section
				14.01
				create or permit to subsist any Encumbrance upon all or any part of the
				Account; or
 
 

		 

		5


		 

		

		
		

		
		
		  
			 Section
				14.02 assign,
				transfer or otherwise dispose of all or any part of the
				Account.
 
 

		


		ARTICLE
		  XVMAINTENANCE
		  OF THE SECURITY

		


		
		  
			 Section
				15.01 The
				Chargor will (if requested by the Chargee and at the cost of the Chargor)
				institute and maintain all such proceedings as may be necessary or expedient to
				preserve or protect the interest of the Chargee and the Chargor in the
				Account.
 
 

		


		
		  
			 Section
				15.02 The
				Chargor will (except as the Chargee may otherwise have consented in
				writing):
 
 

		


		
		  	 	
				  (a)

				  	
				  duly
					 perform its obligations under the Security Trust Agreement, the Credit
					 Agreement and this Deed and notify the Chargee of any default
					 thereunder;
 

 

		


		
		  	 	
				  (b)

				  	
				  not
					 agree to any variation of any agreement relating to the Account or release any
					 other party thereto from any of their respective obligations thereunder, waive
					 any such obligations, give any consent which may be given thereunder or submit
					 any dispute to arbitration thereunder;
 

 

		


		
		  	 	
				  (c)

				  	
				  not
					 exercise any right or power conferred on it by or available to it under or in
					 respect of the Account for any purpose unless and until requested to do so by
					 the Chargee. Upon request by the Chargee, the Chargor will exercise such right
					 or power as the Chargee may direct;
 

 

		


		
		  	 	
				  (d)

				  	
				  not
					 accept or make any claim that any agreement relating to the Account has been
					 frustrated or has ceased to be in full force;
 

 

		


		
		  	 	
				  (e)

				  	
				  not
					 assign or otherwise dispose of all or any of its rights under any agreement
					 relating to the Account.
 

 

		


		ARTICLE
		  XVI ENFORCEMENT
		  OF SECURITY

		


		
		  
			 Section
				16.01 The
				Chargor will not take any action which would result in any sums being paid out
				of the Account for any purpose save with the prior written authorization of the
				Chargee. In addition, the Chargor will execute such irrevocable mandates and
				instructions for payment or otherwise as the Chargee may require in order to
				ensure that no monies are paid out of the Account save with the prior written
				authorization of the Chargee. In the event of any conflicting instructions,
				those of the Chargee shall prevail. 
 
 

		


		
		  
			 Section
				16.02 On
				or after any of the Secured Obligations have become due, the security hereby
				created shall become immediately enforceable without any need for demand on or
				notice to the Chargor and the Chargee may apply the Account Balance in
				accordance with this Deed. The parties hereby acknowledge that any proceeds
				from the enforcement of the security created by this Deed shall be applied in
				accordance with the payment and priority provisions set out in the Credit
				Agreement.
 
 

		 

		6


		 

		

		
		

		
		 

		
		  
			 Section
				16.03 When
				and at any time after this security becomes enforceable in accordance with
				clause 8.2, the Chargee shall be entitled without notice immediately to put
				into force and exercise all the powers and remedies possessed by it according
				to law as Chargee of the Account as and when it may see fit and in
				particular:
 
 

		


		
		  	 	
				  (a)

				  	
				  to take
					 over or institute all such proceedings in connection with the Account as the
					 Chargee in its absolute discretion thinks fit and to discharge, compound,
					 release or compromise all or any of the Account Balance or claims in respect
					 thereof;
 

 

		


		
		  	 	
				  (b)

				  	
				  to take
					 possession of the Account and the Account Balance;
 

 

		


		
		  	 	
				  (c)

				  	
				  to
					 implement any contracts relating to the Account, or to agree with any other
					 party thereto to determine the same on such terms and conditions as the Chargee
					 and such party may agree; and
 

 

		


		
		  	 	
				  (d)

				  	
				  to
					 utilise some or all of the Account Balance in discharge of the Secured
					 Obligations in accordance with the terms of the Credit Agreement and to perform
					 or cause to be performed all acts and things requisite or desirable according
					 to the law of the country in which the Account is situate for the purpose of
					 giving effect to the exercise of any of the said powers, authorities and
					 discretions.
 

 

		


		
		  
			 Section
				16.04 The
				foregoing rights and powers of the Chargee shall be in addition and without
				prejudice to all statutory rights and powers of the Chargee under the
				Conveyancing and Law of Property Acts, 1881 to 1911 or otherwise but so
				that:
 
 

		


		
		  	 	
				  (a)

				  	
				  Any
					 statutory power of sale and appointment of a receiver shall be exercisable
					 without the restrictions contained in Section 20 of the Conveyancing and Law of
					 Property Act, 1881;
 

 

		


		
		  	 	
				  (b)

				  	
				  Any
					 receiver so appointed shall be agent of the Chargor and the Chargor alone shall
					 be responsible for his acts, defaults or remuneration;
 

 

		


		
		  	 	
				  (c)

				  	
				  The
					 restriction on the right of consolidating mortgages contained in Section 17 of
					 the Conveyancing and Law of Property Act, 1881 shall not apply to this Deed or
					 to any other security given; and
 

 

		


		
		  	 	
				  (d)

				  	
				  The
					 Chargee shall not be liable to account as mortgagee in possession.
					 
 

 

		


		ARTICLE
		  XVII NOTICE
		  AND FURTHER ASSURANCE

		


		The Chargee will
		  give notice to the Bank of the charge contained herein in the form of the
		  relevant part of the First Schedule hereto or in such other form and will
		  procure (so far as it is able) that the Bank acknowledges such notice to the
		  Chargee in the form set out in the Second Schedule or as required by the
		  Chargee. At any time and from time to time upon the written 

		 

		7


		 

		

		
		

		
		 

		request of the
		  Chargee, the Chargor shall execute and deliver any and all such further
		  instruments and documents as the Chargee may require for the purpose of
		  obtaining the full benefit of the charge over the Account and Account Balance
		  effected hereby and of the rights and powers hereby granted.

		


		ARTICLE
		  XVIII POWER
		  OF ATTORNEY

		


		
		  
			 Section
				18.01 The
				Chargor hereby by way of security irrevocably appoints and constitutes the
				Chargee and any receiver appointed hereunder (the Attorney) but
				with effect only as and from the date upon which this security becomes
				enforceable the attorney of the Chargor on its behalf and in the name of the
				Chargor to do all acts and execute all documents which the Chargor could itself
				do in relation to the Account or in connection with any of the matters provided
				for in this Deed including without limitation the execution of any transfer or
				other assurance or any instructions whatsoever in respect of the
				Account.
 
 

		


		
		  
			 Section
				18.02 The
				Attorney may:
 
 

		


		
		  	 	
				  (a)

				  	
				  ask,
					 require, demand, receive and give acquittance for any sum forming part of or in
					 connection with the Account;
 

 

		


		
		  	 	
				  (b)

				  	
				  endorse
					 any cheques or other instruments or orders in connection therewith;
					 and
 

 

		


		
		  	 	
				  (c)

				  	
				  make any
					 claims or take any action or institute any proceedings which may be necessary
					 or advisable to protect the interest of the Chargee in all or any part of the
					 Account.
 

 

		


		ARTICLE
		  XIX  PROTECTION
		  OF THIRD PARTIES

		


		No purchaser or
		  other person dealing with the Chargee or with its attorneys or agents shall be
		  concerned to enquire (i) whether any power exercised or purported to be
		  exercised by it has become exercisable, (ii) whether any money remains due on
		  the security hereby created, (iii) as to the propriety or regularity of any of
		  its or their actions, or (iv) as to the application of any money paid to it. In
		  the absence of malfeasance on the part of such purchaser or other person such
		  dealings shall be deemed so far as regards the safety and protection of such
		  purchaser or other person to be within the powers hereby conferred and to be
		  valid accordingly.

		


		ARTICLE
		  XX  NOTICE


		


		
		  
			 Section
				20.01 Any
				notice to be given or served hereunder shall be in writing and shall be duly
				expressed to be a notice hereunder and shall be deemed duly given or served if
				sent by fax at the time of transmission (subject to the correct code or fax
				number being received) or if posted 48 hours after the time at which it was
				posted or, if delivered by hand, at the time of delivery if such day is a
				Business Day or if such day is not a Business Day on the next following
				Business Day, to the party to whom it is to be given or served at its address
				hereinafter set out or such other addresses or fax numbers as such party shall
				have previously communicated for such purpose by notice to the party giving
				such first-mentioned notice or demand. The address and fax number for service
				on the parties hereto are
 
 

		 

		8

		

		
		

		
		Chargor:               
		  Genesis
		  Acquisition Limited

		Clarendon
		  House

		2 Church
		  Street

		Hamilton,
		  HM 11, Bermuda

		Fax: +1
		  (441) 292-6720

		(Attention:
		  The Company Secretary)

		


		Chargee:              
		  Deutsche
		  Bank Trust Company Americas

		60 Wall
		  Street

		26th
		  Floor

		MS
		  NYC60-2606 New York 

		New York
		  10005-2858

		


		Fax:
		  (212) 797-8606

		(Attention:
		  Lou Bodi)

		


		
		  
			 Section
				20.02
				Either party giving or serving a notice hereunder by fax shall, but without
				prejudice to the validity of the notice given, send a copy of the notice by
				pre-paid registered post to the other party to that party’s address
				hereinbefore set out or to such other address as such party shall have
				previously communicated by notice to the party giving such first mentioned
				notice.
 
 

		


		
		  
			 Section
				20.03 All
				notices given or served pursuant to or otherwise relating to this Deed shall be
				in the English language.
 
 

		


		
		  
			 Section
				20.04 Any
				notice served hereunder shall be deemed to have been received by the party so
				receiving such notice on the Business Day of such receipt only if the notice
				has been received during usual business hours on such Business Day, and if the
				notice is received outside usual business hours it shall be deemed to have been
				received on the next following Business Day.
 
 

		


		ARTICLE
		  XXI ASSIGNMENT


		


		This Deed shall be
		  binding upon the Chargor, its successors and assigns until the security created
		  hereunder is released in accordance with this Deed. The Chargee shall, upon
		  prior written notice to the Chargor, be entitled to assign the benefit of this
		  Deed or any part thereof to any successor trustee appointed in accordance with
		  terms of the Security Trust Agreement. In the event of any such assignment by
		  the Chargee the Chargor shall at the request of the Chargee join in any such
		  assignment so as to cause full beneficial title to the Charge created hereby to
		  be passed to the relevant assignee.

		


		ARTICLE
		  XXII LIMITED
		  RECOURSE AND NON-PETITION

		


		If, upon the
		  Security Trustee having realised the Account and the Account Balance, the net
		  proceeds of realisation are insufficient for the Chargor to discharge the
		  Secured Obligations, then the claims of the Security Trustee in respect of any
		  outstanding amounts and obligations shall be extinguished and the Security
		  Trustee shall not take any further action against the Chargor to 

		 

		9


		 

		

		
		

		
		 

		recover any sum in
		  respect of such amounts and obligations and no debt shall be owed by the
		  Chargor to the Security Trustee in respect of such amounts or obligations. In
		  particular, the Security Trustee or any other party acting on their behalf may
		  not institute, or join with any other person in bringing, instituting or
		  joining, insolvency proceedings (whether court based or otherwise) or for the
		  appointment of an examiner, liquidator or analogous person in relation to the
		  Chargor. This Clause 14 shall not prohibit the Security Trustee from appointing
		  a servicer hereunder or preclude the Security Trustee from proving or claiming
		  in an insolvency of the Chargor.

		


		ARTICLE
		  XXIII REMEDIES
		  CUMULATIVE

		


		The provisions of
		  this Deed and the rights and remedies of the parties under this Deed are
		  cumulative and are without prejudice and in addition to any rights or remedies
		  such party may have at law or in equity; no exercise by a party of any one
		  right or remedy under this Deed, or at law or in equity, shall (save to the
		  extent, if any, provided expressly in this Deed, or at law or in equity)
		  operate so as to hinder or prevent the exercise by it of any other such right
		  or remedy. Each and every right and remedy may be exercised from time to time
		  as often and in such order as may be deemed expedient by the
		  Chargee.

		


		ARTICLE
		  XXIV WAIVER


		


		The rights of each
		  of the parties hereto shall not be prejudiced or restricted by any indulgence
		  or forbearance extended to another party or other parties and no waiver by any
		  party in respect of any breach shall operate as a waiver in respect of any
		  subsequent breach.

		


		ARTICLE
		  XXV FURTHER
		  ASSURANCES

		


		The Chargor shall
		  from time to time execute such further assurances and do such things and afford
		  to the Chargee such assistance as the Chargee may reasonably require for the
		  purpose of vesting in the Chargee or its nominee the full benefit of any
		  assets, rights and benefits to be transferred to the Chargee under this Deed
		  (including, so far as consistent with the terms of this Deed, the benefit of
		  any rights accruing against third parties, whether such rights have or have not
		  accrued or become enforceable at the date of signature hereof) and the
		  registration thereof.

		


		ARTICLE
		  XXVI COUNTERPARTS


		


		This Deed may be
		  executed in more than one counterpart, each of which shall be deemed to
		  constitute an original.

		


		ARTICLE
		  XXVII COSTS


		


		The Chargor shall
		  pay all reasonable legal costs and expenses, including stamp duty, incurred by
		  the Chargee in the preparation, execution and enforcement of this
		  Deed.

		


		ARTICLE
		  XXVIII VARIATION


		


		This Deed may not
		  be released, discharged, supplemented, amended, varied or modified in any
		  manner except by an instrument in writing signed by a duly authorised officer
		  or representative of each of the parties hereto.

		


		ARTICLE
		  XXIX FORBEARANCE
		  

		 

		10


		 

		

		
		

		
		
		  	 	
				  No
					 failure or delay by the Chargee in exercising any right or remedy shall operate
					 as a waiver thereof nor shall any single or partial exercise or waiver of any
					 right or remedy prevent its further exercise or the exercise of any other right
					 or remedy.
 

 

		


		ARTICLE
		  XXXWHOLE
		  AGREEMENT

		


		
		  	 	
				  This
					 Deed (including the documents and instruments referred to herein) supersedes
					 all prior representations, arrangements, understandings and agreements between
					 the parties hereto relating to the subject matter hereof and sets forth the
					 entire complete and exclusive agreement and understanding between the parties
					 hereto relating to the subject matter hereof; no party has relied on any
					 representation, arrangement, understanding or agreement (whether written or
					 oral) not expressly set out or referred to in this Deed.
 

 

		


		ARTICLE
		  XXXISEVERABILITY


		


		
		  	 	
				  If any
					 term or provision in this Deed shall be held to be illegal or unenforceable, in
					 whole or in part, such term or provision or part shall to that extent be deemed
					 not to form part of this Deed and the enforceability of the remainder of this
					 Deed shall not be affected.
 

 

		


		ARTICLE
		  XXXIIGOVERNING
		  LAW AND JURISDICTION

		


		
		  	 	
				  This
					 Deed shall be governed by and construed in accordance with Irish law and each
					 party agrees to submit to the exclusive jurisdiction of the Courts of Ireland
					 as regards any claim or matter arising under this Deed.
 

 

		


		ARTICLE
		  XXXIIILIMITATION
		  OF LIABILITY

		


		It is expressly
		  understood and agreed by the parties hereto that (a) this Deed is executed and
		  delivered by Deutsche Bank Trust Company Americas, not individually or
		  personally but solely as the Security Trustee in the exercise of the powers and
		  authority conferred and vested in it, (b) nothing herein contained shall be
		  construed as creating any liability on the Security Trustee, individually or
		  personally, to perform any covenant either expressed or implied contained
		  herein, all such liability, if any, being expressly waived by the Chargor and
		  by any person claiming by, through or under such parties and (c) under no
		  circumstances shall the Security Trustee be personally liable for the payment
		  of any indebtedness or expenses of or be liable for the breach or failure of
		  any obligation, representation, warranty or covenant made or undertaken by the
		  Chargor under this Deed.

		 

		11

		 

		

		
		

		
		 

		IN
		  WITNESS whereof
		  this Deed has been duly executed on the date first above written.

		 

		SIGNED,
		  SEALED AND DELIVERED 

		for an
		  on behalf of

		GENESIS
		  ACQUISITION LIMITED

		by its
		  duly appointed attorney

		in the
		  presence of:-

		


		SIGNED for and
		  on behalf of

		DEUTSCHE
		  BANK TRUST COMPANY AMERICAS

		in the
		  presence of:-

		 

		12


		

		
		

		
		 

		FIRST
		  SCHEDULE

		


		From: Genesis
		  Acquisition Limited (the
		  Chargor)


		


		
		  	To:	
				  [  ]

				  

 

		


		
		  	Cc:	
				  Deutsche
					 Bank Trust Company Americas (the
					 Security
					 Trustee)

				  

 

		


		[                 ]
		  2007

		 

		Dear
		  Sirs,

		


		We
		  hereby give you notice that by a Deed of Charge (the Deed
		  of Charge) dated
		  [                    
		  ], 2007 as the same may be amended, extended, varied, supplemented or replaced
		  from time to time (a copy of which is attached hereto) a first fixed and
		  floating charge was granted by us to the Security Trustee (which shall include
		  it successors and assigns) over all rights, title and interest in and to all
		  sums of money which may now or in the future be held by us with you in account
		  number
		  [             ]
		  designated Non-Trustee Account at
		  [              ]
		  (as replaced or reinstated from time to time, whether by current or deposit
		  account) (the Account),
		  together with all interest from time to time earned thereon and the debts
		  represented by such sums and interest.

		


		Please
		  note that the Security Trustee has been irrevocably appointed by us as our true
		  and lawful attorney to do (inter alia) all acts and things which we could do
		  and to act in relation to the administration or enforcement or attempted
		  enforcement of the Deed of Charge and you are required to follow all
		  instructions that the Security Trustee may give to you in accordance with the
		  terms of the Deed of Charge. In the event of conflicting instructions, those of
		  the Security Trustee shall prevail.

		


		We
		  hereby irrevocably authorise and instruct you in each case subject to the
		  provisions of paragraph 2:-

		 

		
		  	(a)  	
				  to
					 disclose to the Security Trustee without any inquiry by you as to the
					 justification for such disclosure, such information relating to the Account and
					 the sums therein as the Security Trustee may at any time and from time to time,
					 request;
 

 

		


		
		  	(b)  	
				  to hold
					 all sums from time to time standing to the credit of the Account to the order
					 of the Security Trustee;
 

 

		


		
		  	(c)  	
				  to pay
					 or release all or any part of the sums from time to time standing to the credit
					 of the Account in accordance with the written instructions of the Security
					 Trustee at any time or times;
 

 

		 

		13

		

		
		

		
		 

		
		  	(d)  	
				  to
					 comply with the terms of the written notice or instructions in any way relating
					 to, or purporting to relate to the Deed of Charge, the sums standing to the
					 credit of the Account from time to time or the debts represented thereby which
					 you receive at any time from the Security Trustee without any reference to or
					 further authority from us and without any enquiry by you as to the
					 justification for or validity of such notice or instructions;

				  

 

		


		
		  	(e)  	
				  that all
					 service charges and fees with respect to the Account shall be payable by the
					 Chargor, and deposited checks returned for any reason shall not be charged to
					 such account;
 

 

		


		
		  	(f)  	
				  that the
					 Security Trustee shall be entitled to exercise any and all rights of the
					 Chargor in respect of the Account in accordance with the terms of the Security
					 Trust Agreement and that you shall comply in all respects with such exercise.
					 For the avoidance of doubt, in the event of any conflicting instructions or
					 exercise of such rights, the instructions of the Security Trustee or the
					 exercise by the Security Trustee of such rights shall prevail.

				  

 

		 

		Please
		  note that no amount may be withdrawn from the Account without the Security
		  Trustee’s prior written consent.

		


		Please
		  note that these instructions are not to be revoked or varied without the
		  Security Trustee’s prior written consent.

		


		This
		  letter is governed by Irish Law.

		


		Would
		  you please confirm your agreement to the above by sending the attached
		  acknowledgement to the Chargor at Clarendon House, 2 Church Street, Hamilton HM
		  11, Bermuda (fax: +1 (441) 292-6720) for the attention of the Directors and to
		  the Security Trustee at 60 Wall
		  Street, 26th Floor,
		  MS NYC60-2606, New York, New York 10005-2858 (fax:
		  (212) 797-8606) for the attention of Lou Bodi.

		


		
		  	Yours
				  faithfully, 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
				  

				  	 	 	 
	 	
				  for and
					 on behalf of

				  Genesis
					 Acquisition Limited
 	 	 	 

 

		 

		14

		

		
		

		
		SECOND
		  SCHEDULE

		


		


		
		  	
				  To:

				  	
				  Deutsche
					 Bank Trust Company Americas
 

 

		60 Wall
		  Street

		26th
		  Floor

		MS
		  NYC60-2606 New York 

		New York
		  10005-2858

		


		Attention:
		  Lou Bodi

		Fax:
		  (212) 797-8606

		


		
		  	
				  Cc:

				  	
				  Genesis
					 Acquisition Limited
 

 

		Fax: +1
		  (441) 292-6720

		


		Dear
		  Sirs,

		


		We
		  confirm receipt from Genesis Acquisition Limited (the Company) of a
		  notice (the Notice) dated
		  [      ] November 2006 of a charge upon the terms
		  of a Deed of Charge dated
		  [                 ]
		  2007 (the Deed
		  of Charge) of all
		  the Company’s rights, title and interest in and to all sums of money which
		  may now or in the future be held by the Company by us in our account number
		  [     ] at
		  [     ] designated
		  [                 ] (as
		  replaced or reinstated from time to time whether by current or deposit account)
		  (the Account).


		


		We confirm
		  that:-

		


		we accept the
		  instructions and authorisations contained in the Notice and we undertake to act
		  in accordance and comply with the terms of that Notice.;

		


		we have not
		  received notice of the interest of any third party in the Account;


		


		we have neither
		  claimed nor exercised nor will claim nor exercise any security interest,
		  set-off, counterclaim, right of combination of accounts or other rights in
		  respect of the Account the sums therein or the debts represented thereby and
		  all such rights are hereby irrevocably waived by us; and

		


		we shall not
		  permit any amount to be withdrawn from the Account without your prior written
		  consent, save as set out in the terms of the Notice and Deed of
		  Charge.

		 

		
		  
			 	Yours
					 faithfully,	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
					 

					 	 	 	 
	 	
					 For and
						on behalf of

					 [   ]

					 	 	 	 

 

		   
 

		Date: ___________
		  2007

		


		15


		

		
		

		

		EXHIBIT
		  D-1

		Security
		  Trust Agreement

		 

		[FORM
		  OF AIRCRAFT MORTGAGE]

		 

		MORTGAGE
		  AND SECURITY AGREEMENT (MSN [_____])

		 

		THIS
		  MORTGAGE AND SECURITY AGREEMENT (MSN [_____]) (this “Agreement”)
		  dated as of [__________], is made by and between [____________], not in its
		  individual capacity but solely as trustee under the Trust Agreement (Aircraft
		  MSN [_____]), dated as of [__________], as grantor (the “Grantor”),
		  and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation
		  (“DBTCA”), as Security Trustee (the “Security Trustee”)
		  under the Security Trust Agreement (the “Security Trust Agreement”),
		  dated as of April 5, 2007, among the Grantor, Genesis Acquisition Limited (the
		  “Borrower”), the additional grantors named therein, Citibank, N.A.,
		  as the Administrative Agent (the “Administrative Agent”) and the
		  Security Trustee. Capitalized terms used and not defined herein are used as
		  defined in Appendix A hereto. 

		


		W I T
		  N E S S E T H:

		


		WHEREAS,
		  the Borrower, Genesis Lease Limited, the financial institutions set forth in
		  Schedule IV therein (the “Lenders”), the Administrative Agent, DBTCA
		  and certain other parties have entered into the Credit Agreement, dated as of
		  April 5, 2007 (the “Credit Agreement”), pursuant to which the
		  Borrower may from time to time borrow one or more Advances from the Lenders and
		  DBTCA has been appointed the Security Trustee and Account Bank;

		


		WHEREAS,
		  the Borrower, the Administrative Agent, the Security Trustee, the Grantor and
		  certain other Borrower Subsidiaries have entered into the Security Trust
		  Agreement in order to secure the payment and performance of all obligations of
		  the Borrower, the Grantor and the other Borrower Subsidiaries under the
		  Transaction Documents;

		


		WHEREAS,
		  the Grantor has agreed to secure the Secured Obligations under the Transaction
		  Documents by granting to the Security Trustee for the benefit of the Secured
		  Parties a Lien on its interest in the Airframe and Engines described in
		  Schedule 1 hereto (collectively, the “Aircraft”) and on certain other
		  property and rights relating thereto; and

		


		WHEREAS,
		  the Grantor will derive substantial direct and indirect benefit from the
		  Advance to the Borrower and from the execution, delivery and performance of the
		  Transaction Documents, whether or not the Grantor is a party
		  thereto.

		


		NOW,
		  THEREFORE, in order to (a) induce the Secured Parties to enter into the
		  Transaction Documents and (b) secure the prompt payment and performance of all
		  the Secured Obligations, the Grantor and the Security Trustee hereby agree as
		  follows:

		 

		

		
		

		
		 

		1. SECURITY
		  INTEREST. The
		  Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and
		  grant a first priority security interest to the Security Trustee, subject to no
		  prior interests of any Person whatsoever except for a lessee under an Initial
		  Lease, in the following collateral (collectively, the “Mortgage
		  Collateral”) attaching on the date of this Agreement:

		


		
		  	a.  	
				  the
					 Aircraft;
 

 

		 

		
		  	b.  	
				  all
					 Parts, equipment, attachments, accessories, replacement and added Parts and
					 components now or hereafter placed thereon, installed therein or attached
					 thereto, whether or not any of such Parts, equipment, attachments, accessories,
					 replacements or added parts or components may from time to time no longer be
					 installed on the Aircraft or may be installed in any other
					 aircraft;
 

 

		 

		
		  	c.  	
				  all of
					 the Grantor’s right, title and interest in the technical data, technical
					 documents, manuals, log books and all inspection, modification, overhaul,
					 service, repair, maintenance, technical and other records that relate to the
					 Aircraft and all the Grantor’s right, title and interest, present and
					 future, therein and thereto and any sale or other transfer agreement relating
					 to the Aircraft, any acceptance certificate, and/or bill of sale relating to
					 the Aircraft, any guaranties, letters of credit or other credit support
					 relating to the Aircraft, and any other certificate, instrument or agreement
					 relating to the Aircraft or a lessee, user or lessor of the Aircraft
					 (collectively, the “Aircraft Documents”);
 

 

		 

		
		  	d.  	
				  all
					 proceeds from the sale or other disposition of, all proceeds of insurance due
					 to the Grantor on, and all proceeds of any condemnation due to the Grantor with
					 respect to, any of the equipment described in clauses (a), (b) and (c)
					 above;
 

 

		 

		
		  	e.  	
				  all
					 rents, issues, profits, revenues and other income of the property intended,
					 subjected or required to be subjected to the Lien of this Agreement hereby, by
					 the other Transaction Documents or by any supplement to this Agreement in form
					 and substance satisfactory to the Security Trustee (a “Mortgage
					 Supplement”), and all of the estate, right, title and interest of every
					 nature whatsoever of the Grantor in and to the same and every part thereof;
					 and
 

 

		 

		
		  	f.  	
				  all
					 proceeds, howsoever arising, of the foregoing.
 

 

		 

		BUT
		  EXCLUDING, HOWEVER, the Excluded Payments.

		 

		TO HAVE
		  AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its
		  successors and assigns, as security for the Secured Obligations. 

		 

		2. INCORPORATION
		  BY REFERENCE. The
		  security interest in the Mortgage Collateral created under this Agreement is
		  granted in accordance with the Security Trust Agreement and all of the terms
		  and conditions thereof, including but not limited to provisions relating to the
		  exercise of remedies, shall be incorporated herein by reference.

		


		3. MISCELLANEOUS


		 

		2

		

		
		

		
		


		3.1 Successors
		  and Assigns. All the
		  terms, provisions, conditions and covenants herein contained shall be binding
		  upon and shall inure to the benefit of the Grantor, the Security Trustee and
		  their respective successors, assigns and transferees.

		


		3.2 Severability. Any
		  provision of this Agreement prohibited by the laws of any jurisdiction or
		  otherwise held to be invalid by any court of law of any jurisdiction shall, as
		  to such jurisdiction, be ineffective to the extent of such prohibition, or
		  modified to conform with such laws, without invalidating the remaining
		  provisions hereof; and any such prohibition in any jurisdiction shall not
		  invalidate such provisions in any other jurisdiction.

		


		3.3 Governing
		  Law. THIS
		  AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401,
		  BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
		  CONFLICTS OF LAWS PROVISIONS.

		 

		3.4 Further
		  Assurances. At any
		  time and from time to time, upon the request of the Security Trustee, the
		  Grantor shall promptly and duly execute and deliver any and all such further
		  instruments and documents as the Security Trustee may reasonably deem desirable
		  in obtaining the full benefits of security interests and assignments created or
		  intended to be created hereby and of the rights and powers granted herein and
		  in the Security Trust Agreement.

		


		3.5 Notices. All
		  notices, requests, demands or other communications required hereunder or given
		  pursuant hereto shall be in writing unless otherwise expressly provided to the
		  following specified address or to such other address as either party may from
		  time to time hereafter designate to the other party in writing:

		 

		If to
		  the Grantor:

		 

		[____________]
		  

		[____________]
		  

		[____________]
		  

		 

		If to
		  the Security Trustee:

		 

		Deutsche
		  Bank Trust Company Americas

		c/o
		  Deutsche Bank National Trust Company

		25
		  DeForest Avenue, MS 010105

		Summit,
		  NJ 07901

		Attention:
		  Trust and Securities Services/Structured Finance Services

		Facsimile
		  No.: +1 (212) 553-2458

		 

		3.6 Trustee.
		  [____________] is entering into this Agreement solely in its capacity as Owner
		  Trustee under the Trust Agreement and not in its individual capacity, except as
		  expressly set forth herein. Accordingly, each of the representations,
		  warranties, undertakings and agreements herein made on the part of
		  [____________], is made and intended not as a personal representation,
		  warranty, undertaking or agreement by or for the purpose or with the intention
		  of 

		 

		3

		

		
		

		
		 

		binding
		  [____________] personally, but is made solely in its capacity as Owner Trustee.
		  This Agreement is executed and delivered by [____________] solely in the
		  exercise of the powers expressly conferred upon them as trustees under the
		  Trust Agreement; and no personal liability or responsibility is assumed
		  hereunder by or shall at any time be enforceable against [____________] or any
		  successor in trust on account of any action taken or omitted to be taken or any
		  representation, warranty, undertaking or agreement hereunder of [____________],
		  either expressed or implied, all such personal liability, if any, being
		  expressly waived by the parties hereto, except that the parties hereto, or any
		  Person acting by, through or under them, making a claim hereunder, may look to
		  the Trust Estate for satisfaction of the same and [____________] or its
		  successor in trust, as applicable, shall be personally liable for its own gross
		  negligence or willful misconduct in the performance of its duties as Owner
		  Trustee or otherwise.

		 

		3.7 Security
		  Trustee. The
		  Security Trustee shall be afforded all of the rights, protections, immunities
		  and indemnities set forth in the Security Trust Agreement as if such rights,
		  protections, immunities and indemnities were specifically set forth
		  herein.

		


		3.8 Execution
		  in Counterparts. This
		  Agreement may be executed in any number of counterparts, each of which shall be
		  an original, with the same effect as if the signatures were upon the same
		  instrument. 

		


		[Remainder
		  of page intentionally left blank]

		 

		4


		

		
		

		
		 

		IN
		  WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto
		  duly authorized, caused this Mortgage and Security Agreement to be executed as
		  of the day and year first above written and to be delivered in the State of New
		  York.

		 

		
		  	 	 	 
	 GRANTOR: 	[____________], not in
				  its individual capacity but solely as Owner Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
				  

				  
	 	
				  Name:


				  Title:

				  

 

		
		  	 	 	 
	 SECURITY TRUSTEE:
				  	DEUTSCHE BANK TRUST
				  COMPANY AMERICAS, not in its individual capacity but solely as Security
				  Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
				  

				  
	 	
				  Name:


				  Title:

				  

 

		
		  	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
				  

				  
	
				   
 	Name: 
				  Title:

				  

 

		 

		5

		

		
		

		
		
 

		APPENDIX
		  A

		MORTGAGE
		  AND SECURITY AGREEMENT

		 

		DEFINITIONS


		


		For all
		  purposes of this Agreement, all capitalized terms used, but not defined, in
		  this Agreement shall have the respective meanings assigned to such terms in the
		  Credit Agreement, and the following terms have the meanings indicated
		  below:

		 

		“Agreement”
		  has the meaning specified in the recital of parties to this
		  Agreement.

		 

		“Aircraft”
		  means the Airframe together with the Engines. 

		 

		“Aircraft
		  Documents” has the meaning assigned to such term in Section 1(c) of this
		  Agreement. 

		 

		“Airframe”
		  has the meaning assigned to such term in Schedule 1 attached hereto.
		  

		 

		“Borrower”
		  has the meaning specified in the preamble to this Agreement.

		 

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

		 

		“Borrower
		  Subsidiary” means either or both, as the context may require, of (i) each
		  Subsidiary of the Borrower existing on the Closing Date and listed on Schedule
		  II to the Credit Agreement, and (ii) each other direct or indirect Subsidiary
		  of the Borrower.

		 

		“Closing
		  Date” means April 5, 2007.

		 

		“Credit
		  Agreement” has the meaning specified in the preliminary statements to this
		  Agreement.

		 

		“DBTCA”
		  has the meaning specified in the recital of parties to this
		  Agreement.

		 

		“Engines”
		  has the meaning assigned to such term in Schedule 1 attached
		  hereto.

		 

		“Excluded
		  Payments” means payments in respect of (i) indemnities payable by a Lessee
		  to [____________] pursuant to a Lease, including any Affiliate, officer,
		  director, employee or agent thereof and (ii) proceeds of public liability
		  insurance in respect of the Aircraft payable as a result of insurance claims
		  paid, or losses suffered, by [____________] (including any Affiliate, officer,
		  director, employee or agent thereof) or the Lessee (or governmental indemnities
		  in lieu thereof) and (iii) any right to enforce and collect the same.
		  

		 

		“Grantor”
		  has the meaning specified in the recital of parties to this
		  Agreement.

		 

		“Initial
		  Lease” has the meaning set forth in the Credit Agreement. 

		 

		“Lease”
		  means, with respect to an Aircraft, any aircraft lease agreement, (including,
		  without limitation, any future Lease), conditional sale agreement, hire
		  purchase agreement or other similar arrangement, as may be in effect between a
		  Borrower Group Member that owns or leases-in such Aircraft (as Lessor) and a
		  Person that is not a Borrower Group Member (as Lessee), as such agreement or
		  arrangement may be amended, modified, extended, supplemented, assigned or
		  novated from time to time in accordance with the Transaction Documents;
		  provided that if, under any sub-leasing arrangement with respect to an Aircraft
		  permitted by the Lease of such Aircraft and executed by the Lessee and a
		  sub-lessee, the Lessor 

		 

		6

		

		
		

		
		 

		of such
		  Aircraft agrees to receive payments or collateral directly from, or is to make
		  payments directly to, such sub-lessee, in any such case to the exclusion of the
		  related Lessee, then the relevant sub-lease shall constitute the
		  “Lease” of such Aircraft, and the sub-lessee shall constitute the
		  related “Lessee” with respect to such Aircraft, but only to the
		  extent of the provisions of such sub-lease agreement relevant to such payments
		  and collateral and to the extent agreed by the relevant Lessor.

		 

		“Lessee”
		  means the Lessee under a Lease.

		 

		“Lien”
		  means any mortgage, pledge, lien, encumbrance, international interest, charge
		  or security interest, including without limitation any prospective contract of
		  sale or other prospective international interest. 

		 

		“Mortgage
		  Collateral” means the Aircraft, Assigned Leases and other property
		  described in Section 1 hereof and subject to the security interest created by
		  this Agreement. 

		 

		“Mortgage
		  Supplement” has the meaning assigned to such term in Section 1 hereof.
		  

		 

		“Part”
		  means any and all parts, avionics, attachments, accessions, appurtenances,
		  furnishings, components, appliances, accessories, instruments and other
		  equipment installed in, or attached to (or constituting a spare for any such
		  item installed in or attached to) the Aircraft. 

		 

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

		 

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

		 

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

		 

		“Security
		  Trust Agreement” has the meaning specified in the preliminary statements
		  to this Agreement.

		 

		“Security
		  Trustee” means DBTCA, in its capacity as security trustee under the
		  Security Trust Agreement. 

		 

		“Subsidiary”
		  means, as to any Person, a corporation, partnership, limited liability company
		  or other entity of which shares of stock or other ownership interests having
		  ordinary voting power (other than stock or such other ownership interests
		  having such power only by reason of the happening of a contingency) to elect a
		  majority of the board of directors or other managers of such corporation,
		  partnership, limited liability company or other entity are at the time owned,
		  or the management of which is otherwise controlled, directly or indirectly
		  through one or more intermediaries, or both, by such Person.

		 

		“Transaction
		  Documents” has the meaning set forth in the Credit Agreement.


		 

		“Trust
		  Agreement” means the Trust Agreement (Aircraft MSN [_____]), dated as of
		  [__________], between the Grantor and the Borrower (as successor to
		  [__________]). 

		 

		7

		

		
		

		
		 

		SCHEDULE
		  1

		MORTGAGE
		  AND SECURITY AGREEMENT

		 

		MORTGAGE
		  COLLATERAL

		


		“Airframe”
		  means one (1) [__________] Model [__________] aircraft bearing
		  manufacturer’s serial no. [_____].

		


		“Engines”
		  means two (2) [__________] Model [__________] aircraft engines (each of which
		  engines has 550 or more rated takeoff horsepower or the equivalent thereof)
		  bearing manufacturer’s serial nos. [_____] and [_____]
		  respectively.

		 

		8

		

		
		

		
		 

		EXHIBIT
		  D-2

		Security
		  Trust Agreement

		 

		[FORM
		  OF AIRCRAFT MORTGAGE AND LEASE ASSIGNMENT]

		 

		MORTGAGE
		  AND SECURITY AGREEMENT (MSN [_____])

		 

		THIS
		  MORTGAGE AND SECURITY AGREEMENT (MSN [_____]) (this “Agreement”)
		  dated as of [__________], is made by and between [____________], not in its
		  individual capacity but solely as trustee under the Trust Agreement (Aircraft
		  MSN [_____]), dated as of [__________], as grantor (the “Grantor”),
		  and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation
		  (“DBTCA”), as Security Trustee (the “Security Trustee”)
		  under the Security Trust Agreement (the “Security Trust Agreement”),
		  dated as of April 5, 2007, among the Grantor, Genesis Acquisition Limited (the
		  “Borrower”), the additional grantors named therein, Citibank, N.A.
		  (the “Administrative Agent”) and the Security Trustee. Capitalized
		  terms used and not defined herein are used as defined in Appendix A hereto.
		  

		


		W I T
		  N E S S E T H:

		


		WHEREAS,
		  the Borrower, Genesis Acquisition Limited, the financial institutions set forth
		  in Schedule IV therein (the “Lenders”), the Administrative Agent,
		  DBTCA and certain other parties have entered into the Credit Agreement, dated
		  as of April 5, 2007 (the “Credit Agreement”), pursuant to which the
		  Borrower may from time to time borrow one or more Advances from the Lenders and
		  DBTCA has been appointed the Security Trustee and Account Bank; 

		


		WHEREAS,
		  the Borrower, the Administrative Agent, the Security Trustee, the Grantor and
		  certain other Borrower Subsidiaries have entered into the Security Trust
		  Agreement in order to secure the payment and performance of all obligations of
		  the Borrower, the Grantor and the other Borrower Subsidiaries under the
		  Transaction Documents;

		


		WHEREAS,
		  the Grantor has agreed to secure the Secured Obligations under the Transaction
		  Documents by granting to the Security Trustee for the benefit of the Secured
		  Parties a Lien on its interest in the Airframe and Engines described in
		  Schedule 1 hereto (collectively, the “Aircraft”) and by granting to
		  the Security Trustee a Lien on and security interest in its rights under the
		  Initial Lease described in Schedule 1 hereto and on certain other property and
		  rights relating thereto; and

		


		WHEREAS,
		  the Grantor will derive substantial direct and indirect benefit from the
		  Advance to the Borrower and from the execution, delivery and performance of the
		  Transaction Documents, whether or not the Grantor is a party
		  thereto.

		 

		

		
		

		
		 

		NOW,
		  THEREFORE, in order to (a) induce the Secured Parties to enter into the
		  Transaction Documents and (b) secure the prompt payment and performance of all
		  the Secured Obligations, the Grantor and the Security Trustee hereby agree as
		  follows:

		


		1. SECURITY
		  INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage,
		  hypothecate, assign and grant a first priority security interest to the
		  Security Trustee, subject to no prior interests of any Person whatsoever except
		  for a lessee under an Initial Lease, in the following collateral (collectively,
		  the “Mortgage Collateral”) attaching on the date of this
		  Agreement:

		


		a. the
		  Aircraft;

		


		b. all
		  Parts, equipment, attachments, accessories, replacement and added Parts and
		  components now or hereafter placed thereon, installed therein or attached
		  thereto, whether or not any of such Parts, equipment, attachments, accessories,
		  replacements or added parts or components may from time to time no longer be
		  installed on the Aircraft or may be installed in any other
		  aircraft;

		


		c. all of
		  the Grantor’s right, title and interest in the technical data, technical
		  documents, manuals, log books and all inspection, modification, overhaul,
		  service, repair, maintenance, technical and other records that relate to the
		  Aircraft and all the Grantor’s right, title and interest, present and
		  future, therein and thereto and any sale or other transfer agreement relating
		  to the Aircraft or any Assigned Lease or Assigned Head Lease, any lease
		  assignments, novations or assumption agreements, relating to the Aircraft or
		  any Assigned Lease or Assigned Head Lease, any acceptance certificate, and/or
		  bill of sale relating to the Aircraft or any Assigned Lease, any guaranties,
		  letters of credit or other credit support relating to the Aircraft or any
		  Assigned Lease or Assigned Head Lease, and any other certificate, instrument or
		  agreement relating to the Aircraft or a lessee, user or lessor of the Aircraft
		  (collectively, the “Aircraft Documents”);

		


		d. all
		  proceeds from the sale or other disposition of, all proceeds of insurance due
		  to the Grantor on, and all proceeds of any condemnation due to the Grantor with
		  respect to, any of the equipment described in clauses (a), (b) and (c)
		  above;

		


		e. the
		  Initial Lease and each other Lease of an Aircraft, whether or not owned by the
		  Grantor, under which the Grantor is or may from time to time be the Lessor,
		  together with any and all Aircraft Documents relating to such Lease (any such
		  Leases and Aircraft Documents being referred to individually as, an
		  “Assigned Lease,” and collectively as the “Assigned
		  Leases”) and each Head Lease to which the Grantor is a party as lessor or
		  lessee and all Aircraft Documents relating to such Head Lease (any such Head
		  Leases and Aircraft Documents being referred to individually as, an
		  “Assigned Head Lease,” and collectively as, “Assigned Head
		  Leases”), including without limitation (A) all rights of the Grantor to
		  all Lease Payments, however denominated, under such Assigned Leases and
		  Assigned Head Leases, (B) all rights of the Grantor to receive proceeds of any
		  insurance, indemnity, warranty or guaranty pursuant to or with respect to such
		  Assigned Leases and Assigned Head Leases, (C) claims of the Grant or for
		  damages arising out of 

		 

		2

		

		
		

		
		 

		or for
		  breach or default under such Assigned Leases and Assigned Head Leases, (D) all
		  rights of the Grantor to receive and any and all rights to amend, waive, modify
		  and give notices, approvals and consents under such Assigned Leases and
		  Assigned Head Leases, (E) all rights of the Grantor under any such Assigned
		  Lease with respect to any sublease of any such Aircraft or, in the case of an
		  Assigned Head Lease, the Lease of the Aircraft subject to such Assigned Head
		  Lease, (F) all rights of the Grantor to terminate such Assigned Leases or
		  Assigned Head Leases and to compel performance of, and otherwise to exercise
		  all remedies under, any such Assigned Lease or Assigned Head Lease, whether
		  arising under such Assigned Leases or Assigned Head Leases or by statute or at
		  law or in equity, (G) all rights of the Grantor to possession of any Aircraft
		  under an Assigned Head Lease and (H) all other rights and property of the
		  Grantor included therein together with all payments, including without
		  limitation all rent, damages, expenses, indemnities and other amounts due to
		  the Grantor (or any person claiming by, through or under the Grantor)
		  thereunder; 


		


		f. all
		  rents, issues, profits, revenues and other income of the property intended,
		  subjected or required to be subjected to the Lien of this Agreement hereby, by
		  the other Transaction Documents or by any supplement to this Agreement in form
		  and substance satisfactory to the Security Trustee (a “Mortgage
		  Supplement”), and all of the estate, right, title and interest of every
		  nature whatsoever of the Grantor in and to the same and every part thereof;
		  and

		 

		g. all
		  proceeds, howsoever arising, of the foregoing.

		


		BUT
		  EXCLUDING, HOWEVER, the Excluded Payments.

		 

		TO HAVE
		  AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its
		  successors and assigns, as security for the Secured Obligations. 

		 

		2. INCORPORATION
		  BY REFERENCE. The security interest in the Mortgage Collateral created under
		  this Agreement is granted in accordance with the Security Trust Agreement and
		  all of the terms and conditions thereof, including but not limited to
		  provisions relating to the exercise of remedies, shall be incorporated herein
		  by reference.

		 

		3. MISCELLANEOUS


		 

		3.1 Successors
		  and Assigns. All
		  the terms, provisions, conditions and covenants herein contained shall be
		  binding upon and shall inure to the benefit of the Grantor, the Security
		  Trustee and their respective successors, assigns and transferees.

		 

		3.2 Severability. Any
		  provision of this Agreement prohibited by the laws of any jurisdiction or
		  otherwise held to be invalid by any court of law of any jurisdiction shall, as
		  to such jurisdiction, be ineffective to the extent of such prohibition, or
		  modified to conform with such laws, without invalidating the remaining
		  provisions hereof; and any such prohibition in any jurisdiction shall not
		  invalidate such provisions in any other jurisdiction.

		 

		3

		

		
		

		
		 

		3.3 Governing
		  Law. THIS
		  AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401,
		  BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
		  CONFLICTS OF LAWS PROVISIONS.

		 

		3.4 Further
		  Assurances. At any
		  time and from time to time, upon the request of the Security Trustee, the
		  Grantor shall promptly and duly execute and deliver any and all such further
		  instruments and documents as the Security Trustee may reasonably deem desirable
		  in obtaining the full benefits of security interests and assignments created or
		  intended to be created hereby and of the rights and powers granted herein and
		  in the Security Trust Agreement.

		 

		3.5 Notices. All
		  notices, requests, demands or other communications required hereunder or given
		  pursuant hereto shall be in writing unless otherwise expressly provided to the
		  following specified address or to such other address as either party may from
		  time to time hereafter designate to the other party in writing:

		 

		If to
		  the Grantor:

		 

		[____________]


		[____________]


		[____________]
		  

		


		If to
		  the Security Trustee:

		 

		Deutsche
		  Bank Trust Company Americas

		c/o
		  Deutsche Bank National Trust Company

		25
		  DeForest Avenue, MS 010105

		Summit,
		  NJ 07901

		Attention:
		  Trust and Securities Services/Structured Finance Services

		Facsimile
		  No.: +1 (212) 553-2458

		


		3.6 Trustee.
		  [____________] is entering into this Agreement solely in its capacity as Owner
		  Trustee under the Trust Agreement and not in its individual capacity, except as
		  expressly set forth herein. Accordingly, each of the representations,
		  warranties, undertakings and agreements herein made on the part of
		  [____________], is made and intended not as a personal representation,
		  warranty, undertaking or agreement by or for the purpose or with the intention
		  of binding [____________] personally, but is made solely in its capacity as
		  Owner Trustee. This Agreement is executed and delivered by [____________]
		  solely in the exercise of the powers expressly conferred upon them as trustees
		  under the Trust Agreement; and no personal liability or responsibility is
		  assumed hereunder by or shall at any time be enforceable against [____________]
		  or any successor in trust on account of any action taken or omitted to be taken
		  or any representation, warranty, undertaking or agreement hereunder of
		  [____________], either expressed or implied, all such personal liability, if
		  any, being expressly waived by the parties hereto, except that the parties
		  hereto, or any Person acting by, through or under them, making a claim
		  hereunder, may look to the Trust Estate for satisfaction of the same and
		  [____________] or its successor in trust, as applicable, shall be personally
		  liable for its own gross negligence or willful misconduct in the performance of
		  its duties as Owner Trustee or otherwise.

		
		   

		  4

		  

		  
		  

		  
		   
 

		3.7 Security
		  Trustee. The
		  Security Trustee shall be afforded all of the rights, protections, immunities
		  and indemnities set forth in the Security Trust Agreement as if such rights,
		  protections, immunities and indemnities were specifically set forth
		  herein.

		


		3.8 Execution
		  in Counterparts. This
		  Agreement may be executed in any number of counterparts, each of which shall be
		  an original, with the same effect as if the signatures were upon the same
		  instrument. 

		


		


		[Remainder
		  of page intentionally left blank]

		 

		5

		

		
		

		
		 

		 

		IN
		  WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto
		  duly authorized, caused this Mortgage and Security Agreement to be executed as
		  of the day and year first above written and to be delivered in the State of New
		  York.

		
		  	 	 	 
	 	 
	GRANTOR:	
				  [_________________________],
					 not in its 

				  individual capacity but
					 solely as Owner Trustee
 
	 
 	 
 	 
 
	 	By: 	 
	 	
				  
Name:
	 	Title: 

 

		
		  	 	 	 
	 	 	 
	SECURITY
				  TRUSTEE:	
				  DEUTSCHE
					 BANK TRUST COMPANY AMERICAS,
					 

				  not in
					 its individual capacity but solely as Security Trustee
 
	 
 	 
 	 
 
	 	By: 	 
	 	
				  
Name:
	 	Title: 

 

		
		  	 	 	 
	 	 	 
	 	By: 	 
	 	
				  
Name:
	 	Title: 

 

		 

		6

		

		
		

		
		APPENDIX
		  A

		MORTGAGE
		  AND SECURITY AGREEMENT

		


		DEFINITIONS


		


		For all
		  purposes of this Agreement, all capitalized terms used, but not defined, in
		  this Agreement shall have the respective meanings assigned to such terms in the
		  Credit Agreement, and the following terms have the meanings indicated
		  below:

		 

		“Agreement”
		  has the meaning specified in the recital of parties to this
		  Agreement.

		 

		“Aircraft”
		  means the Airframe together with the Engines. 

		 

		“Aircraft
		  Documents” has the meaning assigned to such term in Section 1(c) of this
		  Agreement. 

		 

		“Airframe”
		  has the meaning assigned to such term in Schedule 1 attached hereto.
		  

		 

		“Assigned
		  Leases” has the meaning specified in Section 1 of this Agreement.
		  

		 

		“Borrower”
		  has the meaning specified in the preamble to this Agreement.

		 

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

		 

		“Borrower
		  Subsidiary” means either or both, as the context may require, of (i) each
		  Subsidiary of the Borrower existing on the Closing Date and listed on Schedule
		  II to the Credit Agreement, and (ii) each other direct or indirect Subsidiary
		  of the Borrower.

		 

		“Closing
		  Date” means April __, 2007.

		 

		“Credit
		  Agreement” has the meaning specified in the preliminary statements to this
		  Agreement.

		 

		“DBTCA”
		  has the meaning specified in the recital of parties to this
		  Agreement.

		 

		“Engines”
		  has the meaning assigned to such term in Schedule 1 attached
		  hereto.

		 

		“Excluded
		  Payments” means payments in respect of (i) indemnities payable by a Lessee
		  to [____________] pursuant to a Lease, including any Affiliate, officer,
		  director, employee or agent thereof and (ii) proceeds of public liability
		  insurance in respect of the Aircraft payable as a result of insurance claims
		  paid, or losses suffered, by [____________] (including any Affiliate, officer,
		  director, employee or agent thereof) or the Lessee (or governmental indemnities
		  in lieu thereof) and (iii) any right to enforce and collect the same.
		  

		 

		“Grantor”
		  has the meaning specified in the recital of parties to this
		  Agreement.

		 

		“Head
		  Lease” means any lease of an Aircraft from the Grantor to a Leasing
		  Subsidiary. 

		 

		“Initial
		  Lease” has the meaning assigned to such term in Schedule 1 attached
		  hereto. 

		 

		“Lease”
		  means, with respect to an Aircraft, any aircraft lease agreement, (including,
		  without limitation, any future Lease), conditional sale agreement, hire
		  purchase agreement or other similar arrangement, as may be in effect between a
		  Borrower Group Member that owns or leases-in such Aircraft (as Lessor) and a
		  Person that is not a Borrower Group 

		 

		
		  7

		  

		  
		  

		   

		Member
		  (as Lessee), as such agreement or arrangement may be amended, modified,
		  extended, supplemented, assigned or novated from time to time in accordance
		  with the Transaction Documents; provided that if, under any sub-leasing
		  arrangement with respect to an Aircraft permitted by the Lease of such Aircraft
		  and executed by the Lessee and a sub-lessee, the Lessor of such Aircraft agrees
		  to receive payments or collateral directly from, or is to make payments
		  directly to, such sub-lessee, in any such case to the exclusion of the related
		  Lessee, then the relevant sub-lease shall constitute the “Lease” of
		  such Aircraft, and the sub-lessee shall constitute the related
		  “Lessee” with respect to such Aircraft, but only to the extent of the
		  provisions of such sub-lease agreement relevant to such payments and collateral
		  and to the extent agreed by the relevant Lessor.

		 

		“Lease
		  Payments” means all lease payments and other amounts payable by or on
		  behalf of a Lessee under a Lease or a Head Lease, and all rights of Grantor to
		  receive moneys due and to become due under or pursuant to such Lease or Head
		  Lease, including, without limitation, Rent Payments, Supplemental Rent and
		  Security Deposits.

		 

		“Leasing
		  Subsidiaries” means any special purpose entities (i) to which the Borrower
		  or the Grantor may lease the Aircraft, (ii) which are lessors under Leases of
		  the Aircraft to a Lessee and (iii) which are wholly owned directly or
		  indirectly by the Borrower. 

		 

		“Lessee”
		  means the Lessee under a Lease.

		 

		“Lien”
		  means any mortgage, pledge, lien, encumbrance, international interest, charge
		  or security interest, including without limitation any prospective contract of
		  sale or other prospective international interest. 

		 

		“Mortgage
		  Collateral” means the Aircraft, Assigned Leases and other property
		  described in Section 1 hereof and subject to the security interest created by
		  this Agreement. 

		 

		“Mortgage
		  Supplement” has the meaning assigned to such term in Section 1 hereof.
		  

		 

		“Part”
		  means any and all parts, avionics, attachments, accessions, appurtenances,
		  furnishings, components, appliances, accessories, instruments and other
		  equipment installed in, or attached to (or constituting a spare for any such
		  item installed in or attached to) the Aircraft. 

		 

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

		 

		“Rent
		  Payments” means all payments of basic rent under a Lease that are payable
		  in respect of periods specified under such Lease. 

		 

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

		 

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

		 

		“Security
		  Deposits” means any cash deposits and other collateral provided by, or on
		  behalf of, a Lessee to secure the obligations of such Lessee under a Lease.
		  

		 

		“Security
		  Trust Agreement” has the meaning specified in the preliminary statements
		  to this Agreement.

		
		   

		  8

		  

		  
		  

		   

		“Security
		  Trustee” means DBTCA, in its capacity as security trustee under the
		  Security Trust Agreement. 

		 

		“Subsidiary”
		  means, as to any Person, a corporation, partnership, limited liability company
		  or other entity of which shares of stock or other ownership interests having
		  ordinary voting power (other than stock or such other ownership interests
		  having such power only by reason of the happening of a contingency) to elect a
		  majority of the board of directors or other managers of such corporation,
		  partnership, limited liability company or other entity are at the time owned,
		  or the management of which is otherwise controlled, directly or indirectly
		  through one or more intermediaries, or both, by such Person.

		 

		“Supplemental
		  Rent” means additional rent (whether called additional rent, supplemental
		  rent, utilization rent, maintenance reserve or any similar term) payable under
		  a Lease based on hours or cycles of operation of the airframe, engines,
		  life-limited engine parts, landing gear and/or auxiliary power unit of an
		  Aircraft, and with respect to maintenance of which the lessor under the Lease
		  may have a maintenance contribution obligation measured in part by or with
		  reference to such additional rent.

		 

		“Transaction
		  Documents” has the meaning set forth in the Credit Agreement.


		 

		“Trust
		  Agreement” means the Trust Agreement (Aircraft MSN [_____]), dated as of
		  [__________], between the Grantor and the Borrower (as successor to
		  [__________]). 

		
		   

		  9

		  

		  
		  

		   

		SCHEDULE
		  1

		MORTGAGE
		  AND SECURITY AGREEMENT

		


		MORTGAGE
		  COLLATERAL

		


		“Airframe”
		  means one (1) [__________] Model [__________] aircraft bearing
		  manufacturer’s serial no. [_____].

		


		“Engines”
		  means two (2) [__________] Model [__________] aircraft engines (each of which
		  engines has 550 or more rated takeoff horsepower or the equivalent thereof)
		  bearing manufacturer’s serial nos. [_____] and [_____]
		  respectively.

		


		“Initial
		  Lease” means any now existing or after-acquired lease agreement between
		  the Grantor, as lessor, and any lessee in force with respect to the Aircraft,
		  including, but not limited to, the following: 

		 

		
		  10

		  

		  
		  

		   

		EXHIBIT
		  D-3

		Security
		  Trust Agreement

		 

		[FORM
		  OF FAA LEASE SECURITY ASSIGNMENT]

		 

		THIS FAA
		  LEASE SECURITY ASSIGNMENT (MSN [_____]) (this “Assignment”), dated as
		  of [__________], is made by and between [____________], not in its individual
		  capacity but solely as trustee under the Trust Agreement (Aircraft MSN
		  [_____]), dated as of [__________], as grantor (the “Grantor”), and
		  DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation
		  (“DBTCA”), as the Security Trustee (the “Security Trustee”)
		  under the Security Trust Agreement (the “Security Trust Agreement”),
		  dated as of April 5, 2007, among the Grantor, Genesis Acquisition Limited (the
		  “Borrower”), the additional grantors named therein, Citibank N.A. as
		  administrative agent (the “Administrative Agent”) and the Security
		  Trustee. All capitalized terms used but not defined herein shall have the
		  respective meanings assigned thereto in the Credit Agreement (the “Credit
		  Agreement”), dated as of April 5, 2007, among the Borrower, Genesis Lease
		  Limited as manager (the “Manager”), other financial institutions as
		  lenders (the “Lenders”), the Administrative Agent, and Deutsche Bank
		  Trust Company Americas as Security Trustee and Account Bank
		  (“DBTCA”).

		 

		WITNESSETH:


		


		WHEREAS,
		  the Borrower, DBTCA, the Administrative Agent, the Lenders and the Manager have
		  entered into the Credit Agreement pursuant to which the Borrower may from time
		  to time borrow one or more Advances from the Lenders and DBTCA has been
		  appointed the Trustee; and 

		


		WHEREAS,
		  the Borrower indirectly owns all of the beneficial interest in the Grantor;
		  and

		


		WHEREAS,
		  it is a condition precedent to the Advance to the Borrower that the Grantor
		  assign to the Security Trustee the Lease Agreement as more fully described on
		  Schedule 1 hereto, and all amendments, supplements, schedules, receipts and
		  acceptance certificates executed or delivered pursuant thereto (the
		  “Assigned Lease”); and

		


		WHEREAS,
		  the Grantor will derive substantial direct and indirect benefit from the
		  Advance and from the Transaction Documents;

		


		NOW
		  THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for
		  the benefit of the Secured Parties: 

		


		1. The
		  Grantor hereby bargains, sells, transfers and conveys to the Security Trustee,
		  for the benefit of the Secured Parties, and grants to the Security Trustee for
		  the benefit of the Secured Parties, a first priority security interest in and
		  to the Assigned Lease, and all amendments, supplements, schedules, receipts and
		  acceptance certificates executed or 

		
		   

		  

		  
		  

		  
		  delivered
			 pursuant thereto, together with all of the Grantor’s rights as lessor
			 thereunder including without limitation: (i) all rights, if any, under §
			 1110 of the Bankruptcy Code of the United States or any statute of similar
			 import (whether of the United States or any other jurisdiction and whether now
			 in effect or hereinafter enacted); (ii) all rights to receive payment of
			 insurance proceeds and payments with respect to any manufacturer’s
			 warranty, in each case payable with respect to the aircraft, the aircraft
			 engines or other
			 property which is the subject of the Assigned Lease; and (iii) upon the
			 occurrence of an Event of Default to demand, collect, receive and retain all
			 rent and other sums which may from time to time become payable under or in
			 connection with the Assigned Lease.
 

		


		2. The
		  Grantor represents and warrants that:

		


		(a) The
		  Assigned Lease is in full force and effect;

		


		(b) There
		  has occurred no event under the Assigned Lease which constitutes a default or
		  event of default thereunder or which with the giving of notice or lapse of time
		  or both would constitute a default thereunder;

		


		(c) No rent
		  or other sum payable under the Assigned Lease has been prepaid;

		


		(d) The
		  Assigned Lease is the entire agreement of lease with respect to the aircraft,
		  aircraft engines and other property which are the subject thereof, and the
		  Assigned Lease has not been amended, supplemented, or modified nor has any
		  provision thereof been waived by either party thereto;

		


		(e) By this
		  assignment, the Security Trustee assumes none of the obligations of the lessor
		  under the Assigned Lease and lessor shall remain solely responsible for the
		  performance of each and every term and provision of the Assigned Lease on its
		  part to be performed; and

		


		(f) Upon the
		  occurrence and continuation of an Event of Default and in addition to any other
		  rights and remedies provided in the Credit Agreement or arising by operation of
		  law, the Security Trustee may send notice to the lessee under the Assigned
		  Lease demanding that such lessee perform all obligations required to be
		  performed thereunder including, but not limited to, the obligation to pay all
		  rent and other sums which may thereafter become payable under the Assigned
		  Lease, solely to and for the benefit of the Security Trustee to the exclusion
		  of Grantor and any other party who may claim entitlement to the payment
		  thereof.

		 

		[The
		  remainder of this page is intentionally blank.]


		
		   

		  2

		  

		  
		  

		   

		IN
		  WITNESS WHEREOF, the undersigned have executed or caused this Assignment to be
		  executed on the day and year first written above.

		
		  
			 	 	 	 
	 	 
	GRANTOR:	
					 [____________], not in its individual
						capacity but solely as 

					 Owner Trustee
 
	 
 	 
 	 
 
	 	By: 	 
	 	
					  

					 Name:


					 Title: 

					 	
					 

					 
	 	 

 

		  
			 	 	 	 
	SECURITY
					 TRUSTEE:	
					 DEUTSCHE
						BANK TRUST COMPANY AMERICAS, 

					 not in
						its individual capacity but solely as Security Trustee
 
	 
 	 
 	 
 
	 	By: 	 
	 	
					  

					 Name:

					 Title: 
 	
					 

					 
	 	 

 

		  
			 	 	 	 
	 	By: 	 
	 	
					  

					 Name:

					 Title: 
 	
					 

					 
	 	 

 

		  
			 
				 

				

				
				

				 
 
 

		SCHEDULE
		  1

		FAA
		  LEASE SECURITY ASSIGNMENT

		 

		DESCRIPTION
		  OF LEASE AGREEMENT

		
		  
			  

			 2

			 

			 
			 

			  
 

		EXHIBIT
		  E

		Consent
		  and Agreement

		 

		[FORM
		  OF CONSENT AND AGREEMENT]

		 

		CONSENT
		  AND AGREEMENT

		


		_____________,
		  200_

		 

		[Name of
		  the Grantor]

		


		Ladies
		  and Gentlemen:

		


		Reference
		  is made to the agreement between you and the Grantor dated _____________ (the
		  “Assigned Document”).

		


		Pursuant
		  to the Security Trust Agreement, dated April 5, 2007 (the “Security Trust
		  Agreement”), between the Grantor, certain other Grantors, Citibank, N.A.,
		  as Administrative Agent and Deutsche Bank Trust Company Americas, as the
		  Security Trustee and the Account Bank (the “Security Trustee”), the
		  Grantor has granted to the Security Trustee a security interest in certain
		  property of the Grantor, including, among other things, the following (the
		  “Collateral”): all of such Grantor’s right, title and interest
		  in and to the Assigned Document, including without limitation all rights of
		  such Grantor to receive moneys due and to become due under or pursuant to the
		  Assigned Document, all rights of such Grantor to receive proceeds of any
		  insurance, indemnity, warranty or guaranty with respect to the Assigned
		  Document, claims of such Grantor for damages arising out of or for breach or
		  default under the Assigned Document and the right of such Grantor to terminate
		  the Assigned Document, to perform thereunder and to compel performance and
		  otherwise exercise all remedies thereunder, whether arising under the Assigned
		  Document or by statute or at law or in equity. Capitalized terms used herein,
		  unless otherwise defined herein, have the meanings assigned to them in the
		  Security Trust Agreement.

		


		By
		  signing this Consent and Agreement, you acknowledge notice of, and consent to
		  the terms and provisions of, the Security Trust Agreement and confirm to the
		  Security Trustee that you have received no notice of any other pledge or
		  assignment of the Assigned Document. Further, you hereby agree with the
		  Security Trustee that:

		


		(a) You
		  will make all payments to be made by you under or in connection with the
		  Assigned Document directly to the Collections Account or otherwise in
		  accordance with the instructions of the Security Trustee.

		


		(b) The
		  Security Trustee shall be entitled to exercise any and all rights and remedies
		  of the Grantor under the Assigned Document in accordance with the terms of the
		  Security Trust Agreement, and you will comply in all respects with such
		  exercise.

		
		  
			  

			 

			 
			 

			  



		(c) You
		  will not, without the prior written consent of the Security Trustee,
		  (i) cancel or terminate the Assigned Document or consent to or accept any
		  cancellation or termination thereof or (ii) amend or otherwise modify the
		  Assigned Document.

		


		This
		  Consent and Agreement shall be binding upon you and your successors and assigns
		  and shall inure to the benefit of the Security Trustee, the Secured Parties and
		  their successors, transferees and assigns.

		


		This
		  Consent and Agreement shall in all respects, be governed by and construed in
		  accordance with the laws of the State of New York, including all matters of
		  construction, validity and performance.

		
		  
			 
					 	 	 
	 	 	 
	 	
						
						  Very
							 truly yours,

						   

						  
							 [NAME OF
								GRANTOR]
 
 
 
	 
 	 
 	 
 
	 	By: 	 
	 	
						 

						Name:


						Title: 

							
						

						
	 	 

 

			 
					 	 	 
	 	
						DEUTSCHE
						  BANK TRUST COMPANY AMERICAS, 

						not in
						  its individual capacity, but
						  solely as the Security Trustee
 
	 
 	 
 	 
 
	 	By: 	 
	 	
						 

						Name:

						Title: 
 	
						

						
	 	 

 

			 
					 	 	 
	 	By: 	 
	 	
						 

						Name:

						Title: 
 	
						

						
	 	 

 

			 
					
						Acknowledged
						  and agreed to 

						as
						  of the date first above written:

						 

						
						  [NAME OF
							 OBLIGOR]

						   

						   
 
 	 	 	 
	By:	 	 	 
	
						
						  

						  
Name:

						Title:

							 	 	 

 

			  
 
 

		
		  
			 2