Genesis Lease 6K Current report | SEC 10 Nov 08

Exhibit 10.1


Private & Confidential		Execution Version

Dated 15 September 2008

GENESIS PORTFOLIO FUNDING I LIMITED and others

arranged by

DVB BANK AG, HSH NORDBANK AG and KFW IPEX-BANK GMBH
as Arrangers and Underwriters

and

HSH NORDBANK AG
as Facility Agent and Security Trustee

FACILITY AGREEMENT
for a $250,000,000 term facility in respect
of up to eleven (11) used aircraft

Contents


Clause	Page
1 Definitions and interpretation		4

2 The Facility		25

3 Purpose		25

4 Conditions of Utilisation		25

5 Utilisation		26

6 Repayment		27

7 Prepayment and cancellation		27

8 Interest		30

9 Interest Periods		31

10 Changes to the calculation of interest		31

11 Fees		32

12 Tax gross up and indemnities		33

13 Increased costs		36

14 Other indemnities		37

15 Mitigation by the Lenders		38

16 Costs and expenses		38

17 Guarantee and indemnity		39

18 Events of Default		41

19 Representations		45

20 Information undertakings		47

21 General undertakings		49

22 Changes to the Lenders		52

23 Assignments and transfer by Obligors		55

24 Role of the Facility Agent and the Representatives		55

25 Conduct of business by the Finance Parties		59

26 Payment mechanics		59

27 Set-off		61

28 Calculations and certificates		61


Clause	Page
29 Partial invalidity		61

30 Remedies and waivers		62

31 Counterparts		62

32 Notices		62

33 Governing law		62

34 Enforcement		62

Schedule 1 The Obligors		63
Part 1 The Obligors		63
Part 2 Principal Guarantor		63
Part 3 Lessors		63
Part 3 Lessors		64
Part 4 Owner Trustees		65

Schedule 2 The Original Lenders		66

Schedule 3 Conditions Precedent		67
Part 1 Conditions precedent to any Utilisation		67
Part 2 Conditions precedent to each Utilisation for an Aircraft		70
Part 3 Conditions subsequent		74

Schedule 4 Utilisation Request		75

Schedule 5 Mandatory Cost Formula		76

Schedule 6 Form of Transfer Certificate		78

Schedule 7 The Aircraft		80

Schedule 8 The Initial Operating Leases		82

Schedule 9 Repayment Schedules		91

THIS AGREEMENTis dated 15 September 2008 and madeBETWEEN:

(1)		GENESIS PORTFOLIO FUNDING I LIMITED(theBorrower);

(2)		GENESIS LEASE LIMITEDas principal guarantor (thePrincipal Guarantor) and as manager of the Borrower, the Lessors and the Owners (theManager);

(3)		THE COMPANIESlisted in Part 3 and Part 4 of Schedule 1 as Owners and Lessors respectively with effect from the execution by the relevant company of an Accession Deed;

(4)		DVB BANK AG, HSH NORDBANK AGandKFW IPEX-BANK GMBHas joint arrangers and underwriters (together theArrangersand individually anArranger);

(5)		HSH NORDBANK AGas agent of the other Finance Parties (theFacility Agent);

(6)		HSH NORDBANK AGas security trustee (theSecurity Trustee); and

(7)		THE FINANCIAL INSTITUTIONSlisted in Schedule 2 as lenders (theOriginal Lenders).

IT IS AGREEDas follows:

1		Definitions and interpretation

1.1		Definitions

		In this Agreement:

		Accession Deedmeans an accession deed in the form of Schedule 5 to the DPP.

		Account Bankmeans HSH Nordbank AG acting through its Kiel head office.

		Accounts Pledgemeans the accounts pledge agreement in the Agreed Form between the Borrower, the Account Bank and the Security Trustee pursuant to which the Borrower pledges to the Security Trustee its rights in respect of the Liquidity Reserve Account and the Collection Account.

		Additional Cost Ratehas the meaning given to it in Schedule 5.

		Additional Hedging Assignmentmeans in relation to an Aircraft a hedging assignment in the Agreed Form between the Borrower and the Security Trustee pursuant to which the Borrower assigns to the Security Trustee its rights under an Approved Hedging Agreement.

		Additional Hedging Provider Notice and Acknowledgmentmeans in relation to an Aircraft a notice and acknowledgment in the Agreed Form between the Borrower, the Approved Hedging Provider and the Security Trustee pursuant to which the Borrower notifies the Approved Hedging Provider of the assignment effected to the Security Trustee pursuant to an Additional Hedging Assignment and the Approved Hedging Provider acknowledges that notice and provides certain undertakings direct to the Security Trustee.

		Additional Obligorhas the meaning given to that expression in the DPP.

		Affiliatemeans, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

		Agreed Formmeans the form of a document from time to time certified as its agreed form by the Borrower and the Facility Agent.

		Aircraftmeans each of the aircraft identified in Schedule 7, comprising, with respect to each individual aircraft, the relevant Airframe together with the relevant Engines (whether or not any

		of the relevant Engines may from time to time be installed on the relevant Airframe) together with the relevant Technical Records.

		Aircraft Documentsmeans in relation to an Aircraft together:

	(a)		the Trust Agreement for that Aircraft (if any);

	(b)		the Operating Lease for that Aircraft;

	(c)		the Operator Guarantee for that Aircraft (if any);

	(d)		the Intermediate Lease for that Aircraft (if any);

	(e)		the Insurance Assignment for that Aircraft (if any);

	(f)		the Deregistration Power of Attorney for that Aircraft (if any);

	(g)		the Airframe Warranties Agreement for that Aircraft (if any);

	(h)		the Engine Warranties Agreement for that Aircraft (if any),

		and any other document designated as such by the Facility Agent and the Borrower, individually anAircraft Document.

		Aircraft Mandatory Prepayment Eventmeans in relation to an Aircraft:

	(a)		a Lessee Event has occurred and is continuing and the Facility Agent acting reasonably determines that the Servicer is not taking all appropriate steps in connection with that Lessee Event; or

	(b)		(i) any Aircraft Security Document for that Aircraft or the Trust Agreement for that Aircraft (if any) is terminated or expires, (ii) any Aircraft Security Document for that Aircraft or the Trust Agreement for that Aircraft (if any) ceases to be valid or enforceable or otherwise in full force and effect in accordance with its terms, except to the extent that the relevant invalidity or unenforceability was stated, by way of an express provision in any of the legal opinions for that Aircraft referred to in Schedule 3, to exist as at the date of that legal opinion, or (iii) it is or becomes unlawful for an Obligor to perform any of its obligations under the Aircraft Security Documents for that Aircraft or the Trust Agreement for that Aircraft (if any) and, in each case, that Aircraft Security Document or Trust Agreement (as applicable) is not immediately replaced by an equivalent Aircraft Security Document or Trust Agreement (as applicable) in the Agreed Form and between the same parties or such other parties as may be approved by the Security Trustee; or

	(c)		any consent, authorisation, licence, certificate or approval of or registration with or declaration to any Government Entity required in connection with any Aircraft Security Document for that Aircraft or the Trust Agreement for that Aircraft (if any) which is material to the ability of any Obligor to perform its obligations under the Facility Documents (including any authorisation required by that Obligor to authorise, or required in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of those Aircraft Security Documents or that Trust Agreement (as applicable) or the performance by that Obligor of its obligations under the Facility Documents) is modified in a manner unacceptable to the Facility Agent (acting reasonably) or is withheld, or is revoked, suspended, cancelled, withdrawn, terminated or not renewed, or otherwise ceases to be in full force and effect, unless the same is rectified within ten (10) days of its occurrence; or

	(d)		any of the Insurances for that Aircraft which are required by the terms of the Facility Documents are not obtained and/or maintained in accordance with the requirements of the Facility Documents and/or that Aircraft is operated in a place excluded from the insurance coverage unless, immediately upon any Obligor becoming aware of the same,

Facility Agreement — Execution Version

	(e)		that Aircraft is grounded in a jurisdiction with no actual or imminent war or hostilities and, for so long as any of those Insurances are not obtained and/or maintained in accordance with the requirements of this Agreement, remains grounded in such a jurisdiction, safely stored and fully covered by a ground risk only insurance policy which complies with the requirements of the Facility Documents; or

	(f)		that Aircraft ceases to be managed by the Servicer under the Servicing Agreement or an event or circumstance of the nature referred to in Section 10.02(b) (iii) or (iv) of the Servicing Agreement occurs or arises unless (i) the Servicing Agreement is immediately replaced by an equivalent servicing agreement in the Agreed Form between the Borrower and another servicer approved by the Security Trustee (in its absolute discretion), (ii) that Aircraft is immediately managed by that servicer under that servicing agreement, and (iii) the Borrower immediately enters into a servicing assignment and servicer notice respectively each in the Agreed Form; or

	(g)		that Aircraft is operated in breach of any Applicable Law or Applicable Sanction:

	(1)		otherwise than as a result of a Third Party Event; or

	(2)		as a result of a Third Party Event and a Government Entity takes any action to enforce any Applicable Sanction against that Aircraft or any part thereof or any Finance Party or declares that Aircraft or any part thereof or any Finance Party to be in breach of any Applicable Sanction; or

	(h)		other than pursuant to an Approved Change in Structure, that Aircraft ceases to be legally and beneficially owned by the Owner for that Aircraft, or, if that Aircraft is subject to an owner trust structure, legally owned by the Owner Trustee for that Aircraft and beneficially owned by the Owner for that Aircraft; or

	(i)		any Security other than Permitted Security arises or is created over or in respect of that Aircraft and/or any interest (legal or beneficial) in that Aircraft or over or with respect to any of the other assets, interests and rights over which Security is created by the Aircraft Security Documents for that Aircraft or the Trust Agreement for that Aircraft (if any) by or through or as a result of any act or omission of any person other than a Borrower Party and that Security is not released as soon as practicable and in any event within thirty (30) days after any Obligor becomes aware of that Security; or

	(j)		the Lessor for that Aircraft or any other person enters into an Operating Lease for that Aircraft which does not comply with the Operating Lease Requirements or an Operating Lease for that Aircraft is amended such that it no longer complies with the Operating Lease Requirements; or

	(k)		the Borrower, the Lessor for that Aircraft and/or any other person enters into a Change in Structure for that Aircraft and/or a New Structure for that Aircraft which is not an Approved Change in Structure; or

	(l)		if that Aircraft is subject to an owner trust structure, an Insolvency Event (construed as if all references in clauses 18.5, 18.6, 18.7 and 18.8 to the Obligors included a reference to the Owner Trustee for that Aircraft) occurs in relation to that Owner Trustee; or

	(m)		the Servicer or, if that Aircraft is subject to an owner trust structure, the Owner Trustee for that Aircraft fails to comply with paragraph 1(c) or (d) of Schedule 2 to the DPP construed as if all references therein to the Obligors included a reference to the Servicer and that Owner Trustee; or

	(n)		any representation or statement made or deemed to be made by any Borrower Party, other than an Obligor, who is a party to any of the Aircraft Security Documents for that Aircraft and/or any of the Aircraft Documents for that Aircraft (Relevant Borrower Party) in the Facility Documents or any other document delivered by or on behalf of any Borrower Party under or in connection with any Facility Document is or proves to have

Facility Agreement — Execution Version

			been incorrect or misleading in any material respect when made or deemed to be made unless (i) if that incorrectness or misleading nature is caused by a Specified Event and can be corrected, such correction is made within ten (10) days of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of the failure to comply, or (ii) if that incorrectness or misleading nature is not caused by a Specified Event and can be corrected, such correction is made within thirty (30) days of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of the failure to comply; or

	(o)		a Relevant Borrower Party does not comply with any provision of the Facility Documents unless (i) if that non-compliance is or is caused by a Specified Event and is capable of remedy, that non-compliance is remedied within ten (10) days of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of that non-compliance, or (ii) if that non-compliance is not and is not caused by a Specified Event and is capable of remedy, that non-compliance is remedied within thirty (30) days of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of that non-compliance; or

	(p)		if that Aircraft is subject to an owner trust structure, the Owner Trustee for that Aircraft repudiates a Facility Document or evidences an intention to repudiate a Facility Document.

		Aircraft Manufacturermeans in relation to an Aircraft the company identified as such in Schedule 7.

		Aircraft Mortgagemeans in relation to an Aircraft the mortgage over that Aircraft in the Agreed Form between the Owner for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable) and the Security Trustee, together theAircraft Mortgages.

		Aircraft Security Documentsmeans in relation to an Aircraft together:

	(a)		the Aircraft Mortgage for that Aircraft;

	(b)		the Obligor Assignment for that Aircraft;

	(c)		the Owner Trustee Assignment for that Aircraft (if any);

	(d)		the Operator Notice and Acknowledgment for that Aircraft;

	(e)		the Operator Guarantor Notice and Acknowledgment for that Aircraft (if any);

	(f)		the Insurance Notice for that Aircraft;

	(g)		the Owner Trustee Notice and Acknowledgment for that Aircraft (if any);

	(h)		the Intermediate Lessor Notice and Acknowledgment for that Aircraft (if any);

	(i)		each other notice and/or acknowledgment of assignment (if any) from time to time issued pursuant to clause 5.6 or 5.7 of the Obligor Assignment for that Aircraft and/or clause 5.5 or 5.6 of the Owner Trustee Assignment for that Aircraft (if any);

	(j)		the Subordination Acknowledgment for that Aircraft (if any);

	(k)		the Quiet Enjoyment Undertaking for that Aircraft (if any),

		and any other document designated as such by the Facility Agent and the Borrower, individually anAircraft Security Document.

		Airframemeans, in respect of an Aircraft, the airframe (except for the Engines) more particularly identified in the Operating Lease for that Aircraft, including all Parts from time to time

Facility Agreement — Execution Version

		installed in or on the airframe and all Replacement Parts from time to time installed in or on the airframe and all Parts which are for the time being detached from the airframe but remain the property of the Owner for that Aircraft or the Owner Trustee for that Aircraft (as applicable).

		Airframe Warranties Agreementmeans in relation to an Aircraft the airframe warranties agreement (if any) together with all (if any) notices, acknowledgments and consents related thereto between the Airframe Manufacturer for that Aircraft, the Security Trustee and all or any of the Lessor for that Aircraft, the Owner for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable), and the Operator for that Aircraft, together theAirframe Warranties Agreements.

		Applicable Lawmeans all applicable:

	(a)		laws, bye-laws, statutes, decrees, acts, codes, legislation, treaties, conventions and similar instruments and, in respect of any of the foregoing, any instrument passed in substitution therefor or re-enactment thereof or for the purposes of consolidation thereof with any other instrument or instruments;

	(b)		final judgments, orders, determinations or awards of any court from which there is no right of appeal or if there is a right of appeal that appeal is not prosecuted within the allowable time; and

	(c)		rules and regulations of any Government Entity.

		Applicable Sanctionmeans any sanction issued pursuant to any United Nations Sanctions Order, European Union imposed sanction, US Export Controls, the United Kingdom Export of Goods (Control) Act 2002, the European Communities Act 1972 or any similar or corresponding legislation then in effect in the Federal Republic of Germany, or any statutory modification or re-enactment thereof or successor thereto (including orders, provisions or regulations pursuant to any of the foregoing), togetherApplicable Sanctions.

		Appraisalmeans in relation to an Aircraft:

	(a)		the Initial Appraisal for that Aircraft; and

	(b)		each subsequent desktop appraisal of the Current Market Value for that Aircraft produced by the Appraiser at least ten (10) Business Days before each LTVR Test Date other than the first LTVR Test Date.

		Appraisermeans Ascend or such other internationally recognised aircraft appraiser as may from time to time be agreed by the Borrower and the Facility Agent.

		Approved Change in Structurehas the meaning given to that expression in the DPP.

		Approved Hedging Agreementmeans a hedging agreement permitted or required by the Hedging Policy in the form of an ISDA interest rate swap, cap, collar or other interest rate hedging agreement in the Agreed Form between the Borrower and the Approved Hedging Provider, including all schedules and confirmations whether written or oral, together theApproved Hedging Agreements.

		Approved Hedging Providermeans HSH Nordbank AG or such other person, in its capacity as hedging provider under an Approved Hedging Agreement, as may be agreed by the Borrower and the Facility Agent, together theApproved Hedging Providers.

		Authorisationmeans an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

		Availability Periodmeans the period from and including the date of this Agreement to and including the date falling three (3) months after the date of this Agreement.

Facility Agreement — Execution Version

		Available Amountmeans in relation to any Aircraft the amount which is equal to the LTVR Ratio of the Current Market Value of that Aircraft as at the Utilisation Date in respect of the Loan for that Aircraft.

		Available Commitmentmeans a Lender’s portion of the Total Available Commitments.

		Available Facilitymeans the aggregate for the time being of each Lender’s Available Commitment.

		Aviation Authoritymeans in relation to an Aircraft the Government Entity which under the laws of the State of Registration for that Aircraft has from time to time:

	(a)		control or supervision of civil aviation in the State of Registration; and/or

	(b)		jurisdiction over the registration, airworthiness or operation of or other similar matters relating to that Aircraft.

		Basel 2 Accordmeans theInternational Convergence of Capital Measurement and Capital Standards, a Revised Frameworkpublished by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement.

		Basel 2 Approachmeans in relation to any Lender either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel 2 Accord) adopted by that Lender (or any of its Affiliates) for the purposes of implementing or complying with the Basel 2 Accord.

		Basel 2 Regulationmeans:

	(a)		any law or regulation implementing the Basel 2 Accord; or

	(b)		any Basel 2 Approach adopted by any Lender.

		Beneficiariesmeans together the Finance Parties, the Hedging Providers and the Servicer, individually aBeneficiary.

		Bermuda ROCmeans the Bermuda Registrar of Companies.

		Borrower Partiesmeans together the Obligors, the Servicer, the Owner Trustees and the Manager, individually aBorrower Party.

		Break Costsmeans the amount (if any) by which:

(a)

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

		Business Daymeans a day (other than a Saturday or Sunday) on which banks are open for general business in London, Paris, Frankfurt and New York City.

		Cape Town Conventionmeans together the Convention and the Protocol.

Facility Agreement — Execution Version

		Centre of Administrationmeans in relation to an Obligor its centre of administration for the purposes of Article 4 of the Cape Town Convention.

		Change in Structurehas the meaning given to that expression in the DPP.

		Collection Accountmeans the account of the Borrower into which all payments under the Operating Leases are paid, as detailed in the Accounts Pledge.

		COMImeans in relation to an Obligor its centre of main interest for the purposes of the Insolvency Provisions.

		Commitmentmeans:

	(a)		in relation to an Original Lender, the amount set opposite its name under the heading Commitment in Schedule 2 and the amount of any other Commitment transferred to it under this Agreement; and

	(b)		in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

		to the extent not cancelled, reduced or transferred by it under this Agreement.

		Compulsory Acquisitionmeans in relation to an Aircraft or an Engine requisition of title or other compulsory acquisition of title (but excluding requisition for use or hire) of that Aircraft or that Engine (as the case may be) by a Government Entity.

		Consolidated Textmeans the Consolidated Text of the Convention and the Protocol referred to in, and as set out in the Attachment to, Resolution No. 1 adopted by the Diplomatic Conference held at Cape Town at which the Convention and the Protocol were opened for signature.

		Conventionmeans the Convention on International Interests in Mobile Equipment opened for signature on 16 November 2001 at Cape Town, South Africa.

		Current Market Valuemeans in relation to an Aircraft at any time the maintenance adjusted current market value of that Aircraft as at the most recent 30 June to occur prior to that time and taking into account the maintenance status of that Aircraft as at that 30 June (as evidenced by the information concerning maintenance of the Aircraft provided to the Facility Agent or any other Finance Party pursuant to any of the Facility Documents).

		Defaultmeans an Event of Default or any event or circumstance specified in clause 18 which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Facility Documents or any combination of any of the foregoing) be an Event of Default.

		Deregistration Power of Attorneymeans in relation to an Aircraft each deregistration power of attorney (if any) issued by the Operator for that Aircraft in favour of the Lessor for that Aircraft together with the deed of substitution in respect of each such deregistration power of attorney in the Agreed Form issued by that Lessor in favour of the Security Trustee, together theDeregistration Powers of Attorney.

		Dollarsand$mean the lawful currency of the United States of America and in respect of all payments to be made mean funds which are for same day settlement in the New York Clearing House Interbank Payments System (or such other U.S. dollar funds as may at the relevant time be customary for the settlement of international banking transactions denominated in U.S. dollars).

		DPPmeans the deed of proceeds and priorities in the Agreed Form between the Finance Parties, the Initial Hedging Provider, the Borrower, the Principal Guarantor and the Manager pursuant to which (amongst other things) the Security Trustee is appointed as security trustee

Facility Agreement — Execution Version

		for the Beneficiaries and the application of proceeds of the security created under the Facility Documents is determined.

		EngineorEnginesmeans in relation to an Aircraft:

	(a)		each of the engines identified as such in Schedule 7 whether or not from time to time installed on the Airframe for that Aircraft or any other airframe unless and until title thereto is transferred to the Owner for that Aircraft or the Owner Trustee for that Aircraft (as applicable) in accordance with the requirements of the Operating Lease for that Aircraft;

	(b)		any replacement engine substituted therefor which becomes the property of the Owner for that Aircraft or the Owner Trustee for that Aircraft (as applicable) in accordance with the requirements of that Operating Lease;

	(c)		insofar as the same belong to the Owner for that Aircraft or the Owner Trustee for that Aircraft (as applicable), any and all Parts and Replacement Parts of whatever nature from time to time relating to an engine referred to in paragraphs (a) and (b) above, whether or not installed on or attached to that engine.

		Engine Manufacturermeans in relation to an Aircraft the company identified as such in Schedule 7.

		Engine Warranties Agreementmeans in relation to an Aircraft the engine warranties agreement (if any) together with all (if any) notices, acknowledgments and consents related thereto between the Engine Manufacturer for that Aircraft, the Security Trustee and all or any of the Lessor for that Aircraft, the Owner for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable), and the Operator for that Aircraft, together theEngine Warranties Agreements.

		Event of Defaultmeans

	(i)		any event or circumstance specified as such in clause 18; and

	(ii)		any failure specified as such in clause 4.4 or 4.5.

		Facilitymeans the term loan facility made available under this Agreement as described in clause 2.

		Facility Documentsmeans together:

	(a)		this Agreement;

	(b)		each Utilisation Request;

	(c)		the DPP;

	(d)		the Fee Letters;

	(e)		each Accession Deed;

	(f)		the Hedging Agreements;

	(g)		the Management Agreement;

	(h)		the General Security Documents;

	(i)		the Aircraft Security Documents for all of the Aircraft,

Facility Agreement — Execution Version

		and any other document designated as such by the Facility Agent and the Borrower, individually aFacility Document.

		Facility Officemeans the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

		Fee Lettermeans each fee letter dated on or about the date of this Agreement in the Agreed Form between a Representative and the Borrower setting out any of the fees referred to in clause 11, together theFee Letters.

		Finance Partymeans the Facility Agent, the Security Trustee, an Arranger or a Lender, together theFinance Parties.

		Financial Indebtednessmeans any indebtedness for or in respect of:

	(a)		moneys borrowed;

	(b)		any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

	(c)		any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

	(d)		the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with US GAAP, be treated as a finance or capital lease;

	(e)		receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

	(f)		any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

	(g)		any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

	(h)		any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

	(i)		the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

General Mandatory Prepayment Eventmeans in relation to an Aircraft:

(a)

(i) the Servicing Agreement or any Facility Document other than the Aircraft Security Documents is terminated or expires, (ii) the Servicing Agreement or any Facility Document other than the Aircraft Security Documents ceases to be valid or enforceable or otherwise in full force and effect in accordance with its terms, except to the extent that the relevant invalidity or unenforceability was stated, by way of an express provision in any of the legal opinions referred to in Schedule 3, to exist as at the date of that legal opinion, or (iii) it is or becomes unlawful for an Obligor to perform any of its obligations under the Servicing Agreement or any Facility Document other than the Aircraft Security Documents and, in each case, the Servicing Agreement or that Facility Document (as applicable) is not immediately replaced by an equivalent document in the Agreed Form and between the same parties or such other parties as may be approved by the Security Trustee; or

Facility Agreement — Execution Version

	(b)		any consent, authorisation, licence, certificate or approval of or registration with or declaration to any Government Entity required in connection with the Servicing Agreement or any Facility Document other than the Aircraft Security Documents which is material to the ability of any Obligor to perform its obligations under the Facility Documents (including any authorisation required by that Obligor to authorise, or required in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of the Servicing Agreement or those Facility Documents or the performance by that Obligor of its obligations under the Facility Documents) is modified in a manner unacceptable to the Facility Agent (acting reasonably) or is withheld, or is revoked, suspended, cancelled, withdrawn, terminated or not renewed, or otherwise ceases to be in full force and effect, unless the same is rectified within ten (10) days of its occurrence; or

	(c)		any Security other than Permitted Security arises or is created over or with respect to any of the assets, interests and rights over which Security is created by the Facility Documents other than the Aircraft Security Documents by or through or as a result of any act or omission of any person other than a Borrower Party and that Security is not released as soon as practicable and in any event within thirty (30) days after any Obligor becomes aware of that Security; or

	(d)		the Manager ceases to be the manager under the Management Agreement unless another person approved by the Security Trustee (in its absolute discretion) immediately becomes the manager under the Management Agreement.

General Security Documentsmeans together:

	(a)		the Hedging Assignments;

	(b)		the Hedging Provider Notices and Acknowledgments;

	(c)		the Share Charges;

	(d)		the Accounts Pledge;

	(e)		the Servicing Assignment;

	(f)		the Servicer Notice,

		and any other document designated as such by the Facility Agent and the Borrower, individually aGeneral Security Document.

		GLS Recourse Partymeans any member of the Group whose obligations are guaranteed by the Principal Guarantor or in respect of whose obligations any other person has recourse to the Principal Guarantor, together theGLS Recourse Parties.

		Government Entitymeans:

	(a)		any supra-national, national, state or local government or governmental entity;

	(b)		any board, commission, department, division, courts or agency or political sub-division thereof, howsoever constituted; and

	(c)		any association, organisation or institution (international or otherwise) of which any entity mentioned in paragraphs (a) and (b) above is a member or to whose jurisdiction it is subject or in whose activities it is a participant.

Groupmeans the Principal Guarantor and its Subsidiaries for the time being including Genesis Funding Limited and Genesis Acquisition Limited.

Facility Agreement — Execution Version

		Guaranteed Financial Indebtednessmeans Financial Indebtedness of any person who is guaranteed by the Principal Guarantor or in respect of whom any other person has recourse to the Principal Guarantor.

		Guarantorsmeans together the Principal Guarantor, the Lessors and the Owners, individually aGuarantor.

		Hedging Agreementsmeans together the Initial Hedging Agreement and each additional or substitute Approved Hedging Agreement, individually aHedging Agreement.

		Hedging Assignmentsmeans together the Initial Hedging Assignment and each Additional Hedging Assignment, individually aHedging Assignment.

		Hedging Policymeans the hedging policy described in Schedule 4 to the DPP.

		Hedging Provider Notices and Acknowledgmentsmeans together the Initial Hedging Provider Notice and Acknowledgment and each Additional Hedging Provider Notice and Acknowledgment, individually aHedging Provider Notice and Acknowledgment.

		Hedging Providersmeans together the Initial Hedging Provider and each other Approved Hedging Provider, individually aHedging Provider.

		Holding Companymeans, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

		IFRSmeans international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

		Initial Aircraft Documentsmeans in relation to an Aircraft the documents identified as such in Schedule 6 to the DPP.

		Initial Appraisalmeans in relation to an Aircraft a desktop appraisal of the Current Market Value for that Aircraft as at 30 June 2008 produced by the Appraiser prior to the first Utilisation under this Agreement.

		Initial Hedging Agreementmeans the ISDA Master Agreement and the schedule to the ISDA Master Agreement dated on or about the date hereof and the confirmation in respect of a trade dated on or about the date of the Utilisation Request, each between the Initial Hedging Provider and the Borrower.

		Initial Hedging Assignmentmeans the hedging assignment in the Agreed Form between the Borrower and the Security Trustee pursuant to which the Borrower assigns to the Security Trustee its rights under the Initial Hedging Agreement.

		Initial Hedging Providermeans HSH Nordbank AG.

		Initial Hedging Provider Notice and Acknowledgmentmeans the notice and acknowledgment in the Agreed Form between the Borrower, the Initial Hedging Provider and the Security Trustee pursuant to which the Borrower notifies the Initial Hedging Provider of the assignment effected to the Security Trustee pursuant to the Initial Hedging Assignment and the Initial Hedging Provider acknowledges that notice and provides certain undertakings direct to the Security Trustee.

		Initial Lessorsmeans together the companies listed in Part 4 of Schedule 1, individually anInitial Lessor.

		Initial Obligorsmeans together the Borrower and the Principal Guarantor, individually anInitial Obligor.

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		Initial Operating Leasemeans in relation to an Aircraft the lease identified as such in Schedule 8.

		Initial Operatormeans in relation to an Aircraft the company identified as such in Schedule 7.

		Initial Operator Guaranteemeans in relation to an Aircraft the guarantee (if any) identified as such in Schedule 8.

		Initial Operator Guarantormeans in relation to an Aircraft the company (if any) identified as such in Schedule 7.

		Initial Owner Trusteesmeans together the companies listed in Part 5 of Schedule 1, individually anInitial Owner Trustee.

		Initial Ownersmeans together the companies listed in Part 3 of Schedule 1, individually anInitial Owner.

		Initial State of Registrationmeans in relation to an Aircraft the state or country identified as such in Schedule 7.

		Insolvency Eventmeans any event or circumstance specified in clauses 18.5, 18.6, 18.7 and 18.8, togetherInsolvency Events.

		Insolvency Provisionsmeans the Cross-Border Insolvency Regulations 2006 (SI 2006/1030) (Cross-Border Regulations) and the Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings (OJ 2000 L160/1) (Insolvency Regulation).

		Insurance Assignmentmeans in relation to an Aircraft together:

	(a)		the insurance assignment (if any) between the Operator for that Aircraft and the Lessor for that Aircraft pursuant to which that Operator assigns to that Lessor its rights under the Insurances for that Aircraft; and

	(b)		the notice of assignment issued by that Operator pursuant to which it notifies the Insurers for that Aircraft of the assignment in respect of the Insurances for that Aircraft effected pursuant to the insurance assignment referred to in paragraph (a) above,

		together theInsurance Assignments.

		Insurance Noticemeans in relation to an Aircraft the notice in the Agreed Form issued by the Security Trustee, the Lessor for that Aircraft, the Owner for that Aircraft (if different) and the Owner Trustee for that Aircraft (if any) pursuant to which they notify the Insurers for that Aircraft of the assignments in respect of the Insurances for that Aircraft effected pursuant to the Obligor Assignment for that Aircraft and the Owner Trustee Assignment for that Aircraft (if any), together theInsurance Notices.

		Insurancesmeans in relation to an Aircraft any and all contracts or policies of insurance taken out in respect of that Aircraft or any part thereof and required to be effected and maintained in accordance with this Agreement.

		Insurermeans in relation to an Aircraft each insurer and broker with whom the Insurances for that Aircraft or any part thereof are placed from time to time.

		Interest Periodmeans, in relation to a Loan, each period determined in accordance with clause 9 and, in relation to an Unpaid Sum, each period determined in accordance with clause 8.3.

		Intermediate Leasemeans in relation to an Aircraft which is subject to an intermediate lease structure the aircraft lease agreement between the Owner for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable) and the Lessor for that Aircraft pursuant to which that

Facility Agreement — Execution Version

		Owner and/or that Owner Trustee (as applicable) agrees to lease that Aircraft to that Lessor, together theIntermediate Leases.

		Intermediate Lessormeans each Lessor which is party to an Intermediate Lease as lessee.

		Intermediate Lessor Notice and Acknowledgmentmeans in relation to an Aircraft for which there is an Intermediate Lease the notice and acknowledgment in the Agreed Form between the Owner for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable), the Lessor for that Aircraft and the Security Trustee pursuant to which that Owner and/or that Owner Trustee (as applicable) notifies that Lessor of the assignment effected to the Security Trustee pursuant to the Obligor Assignment for that Aircraft and/or the Owner Trustee Assignment for that Aircraft (as applicable) and that Lessor acknowledges that notice and provides certain undertakings direct to the Security Trustee, together theIntermediate Lessor Notices and Acknowledgments.

		Irish CROmeans the Irish Companies Registration Office.

		Lendermeans:

	(a)		any Original Lender; and

	(b)		any bank, financial institution, trust, fund or other entity which has become a Party in accordance with clause 22,

		which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

		Lessee Eventmeans:

	(a)		a Borrower Party does not comply with any provision of the Facility Documents or the Servicing Agreement (other than those referred to in clause 18.1, clause 18.2.1 and clause 18.2.2) and that non-compliance is or is caused by a Third Party Event; or

	(b)		an Aircraft is operated in breach of any Applicable Law or Applicable Sanction as a result of a Third Party Event (unless that breach is or results in an Aircraft Mandatory Prepayment Event pursuant to paragraph (f)(2) of the definition thereof).

		Lessor Sellermeans Genesis Acquisition Limited.

		Lessorsmeans together each Initial Lessor and each Additional Obligor under an Approved Change in Structure which leases an Aircraft to an Operator, individually aLessor.

		LIBORmeans, in relation to any Loan:

	(a)		the applicable Screen Rate; or

	(b)		(if no Screen Rate is available for Dollars for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

		as of 11:00 am (London time) on the Quotation Day for the offering of deposits in Dollars and for a period comparable to the Interest Period for that Loan.

		Liquidity Reserve Accountmeans the account of the Borrower into which the cash collateral referred to in paragraph 4(h) of Part 1 of Schedule 3 is paid, as detailed in the Accounts Pledge.

		Loanmeans a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan, each in respect of one Aircraft.

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LTVR Ratiomeans:

	(a)		in relation to each LTVR Test Date or other date which occurs on or prior to the date falling four (4) years after the end of the Availability Period, seventy five per cent. (75%);

	(b)		in relation to each LTVR Test Date or other date which occurs after the date falling four (4) years after the end of the Availability Period, seventy per cent. (70%).

		LTVR Test Datemeans each anniversary of the first Utilisation Date.

		Majority Lendershas the meaning given to that expression in the DPP.

		Management Agreementmeans the management agreement in the Agreed Form between the Borrower, the Manager and the Security Trustee pursuant to which the Manager agrees to manage the corporate affairs of the Borrower, the Lessors and the Owners.

		Mandatory Costmeans the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 5.

		Mandatory Prepayment Eventmeans an Aircraft Mandatory Prepayment Event or a General Mandatory Prepayment Event.

		Marginmeans one point seven five per cent. (1.75%) per annum.

		Material Adverse Effectmeans any event or circumstance (or combination of events or circumstances) the effect of which is or will be materially adverse to:

	(a)		the ability of any Obligor to perform any of its obligations under or otherwise to comply with the terms of the Facility Documents at the time and in the manner stipulated therein; or

	(b)		the validity or enforceability of, or the effectiveness or ranking of any security granted or purporting to be granted pursuant to any of, the Facility Documents or the rights or remedies of any Finance Party under any of the Facility Documents;

Monthmeans a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

	(a)		if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

	(b)		if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

		The above exceptions only apply to the last Month of any period.

		New Structurehas the meaning given to that expression in the DPP.

		Obligor Assignmentmeans in relation to an Aircraft:

	(a)		the obligor assignment in the Agreed Form between the Lessor for that Aircraft and the Security Trustee pursuant to which that Lessor assigns to the Security Trustee its rights under (amongst other things) the Operating Lease for that Aircraft, the Operator Guarantee for that Aircraft (if any), the Insurance Assignment for that Aircraft (if any), the Trust Agreement for that Aircraft (if any) and the Insurances for that Aircraft; and

	(b)		in relation to an Aircraft for which there is an Intermediate Lease, the obligor assignment in the Agreed Form between the Owner for that Aircraft and the Security Trustee pursuant to which that Owner assigns to the Security Trustee its rights under (amongst

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other things) that Intermediate Lease, the Trust Agreement for that Aircraft (if any) and the Insurances for that Aircraft,

		together theObligor Assignments.

		Obligorsmeans together the Borrower and the Guarantors, individually anObligor.

		Off-Lease Periodmeans in relation to an Aircraft any period during which no Operating Lease for that Aircraft is in effect.

		Operating Leasemeans in relation to an Aircraft the Initial Operating Lease for that Aircraft or another aircraft lease agreement which complies with the Operating Lease Requirements between the Lessor for that Aircraft and the Operator for that Aircraft pursuant to which that Lessor leases that Aircraft to that Operator, together theOperating Leases.

		Operating Lease Requirementshas the meaning given to that expression in the DPP.

		Operatormeans in relation to an Aircraft the Initial Operator for that Aircraft or another operator which is a Qualified Operator, together theOperators.

		Operator Guaranteemeans in relation to an Aircraft the Initial Operator Guarantee for that Aircraft (if any) or another guarantee (if any) between the Lessor for that Aircraft and an Operator Guarantor for that Aircraft pursuant to which that Operator Guarantor guarantees all or certain of the obligations of the Operator for that Aircraft, together theOperator Guarantees.

		Operator Guarantormeans in relation to an Aircraft the Initial Operator Guarantor for that Aircraft (if any) or another operator guarantor for that Aircraft (if any), together theOperator Guarantors.

		Operator Guarantor Notice and Acknowledgmentmeans in relation to an Aircraft which has the benefit of an Operator Guarantee the notice and acknowledgment in the Agreed Form between the Lessor for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable), the Operator Guarantor for that Aircraft and the Security Trustee pursuant to which that Lessor and/or that Owner Trustee (as applicable) notifies that Operator Guarantor of the assignments effected to the Security Trustee pursuant to the Obligor Assignment for that Aircraft and/or the Owner Trustee Assignment for that Aircraft (as applicable) and that Operator Guarantor acknowledges that notice and provides certain undertakings direct to the Security Trustee, together theOperator Guarantor Notices and Acknowledgments.

		Operator Notice and Acknowledgmentmeans in relation to an Aircraft the notice and acknowledgment in the Agreed Form between the Lessor for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable), the Operator for that Aircraft and the Security Trustee pursuant to which that Lessor and/or that Owner Trustee (as applicable) notifies that Operator of the assignments effected to the Security Trustee pursuant to the Obligor Assignment for that Aircraft and/or the Owner Trustee Assignment for that Aircraft (as applicable) and that Operator acknowledges that notice and provides certain undertakings direct to the Security Trustee, together theOperator Notices and Acknowledgments.

		Original Financial Statementsmeans:

	(a)		in relation to the Principal Guarantor, the audited consolidated financial statements of the Group for the financial year ended 31 December 2007; and

	(b)		in relation to each other Obligor, its unaudited financial statements for its financial year ended 31 May 2008.

Owner Trustee Assignmentmeans in relation to an Aircraft which is subject to an owner trust structure the owner trustee assignment in the Agreed Form between the Owner Trustee for that Aircraft and the Security Trustee pursuant to which that Owner Trustee assigns to the Security Trustee its rights under (amongst other things) the Operating Lease for that Aircraft, the

Facility Agreement — Execution Version

Operator Guarantee for that Aircraft (if any), the Insurance Assignment for that Aircraft (if any) and the Insurances for that Aircraft, together theOwner Trustee Assignments.

		Owner Trustee Notice and Acknowledgmentmeans in relation to an Aircraft which is subject to an owner trust structure the notice and acknowledgment in the Agreed Form between the Owner for that Aircraft, the Owner Trustee for that Aircraft and the Security Trustee pursuant to which that Owner notifies that Owner Trustee of the assignment effected to the Security Trustee pursuant to the Obligor Assignment for that Aircraft and that Owner Trustee acknowledges that notice and provides certain undertakings direct to the Security Trustee, together theOwner Trustee Notices and Acknowledgments.

		Owner Trusteesmeans together each Initial Owner Trustee and each other owner trustee in respect of an Aircraft under an Approved Change in Structure which holds legal title to that Aircraft on trust for the Owner for that Aircraft, individually anOwner Trustee.

		Ownersmeans together each Initial Owner and each Additional Obligor under an Approved Change in Structure which is the legal and beneficial owner of an Aircraft or, in the case of an Aircraft which is subject to an owner trust structure, the beneficial owner of that Aircraft, individually anOwner.

		Partmeans in relation to an Aircraft each module, appliance, part, accessory, instrument, furnishing and other item of equipment of whatsoever nature, other than a complete Engine or engine, which at any time of determination is incorporated or installed in or attached to the Airframe for that Aircraft or any Engine for that Aircraft and title is vested in the Owner for that Aircraft, or has been removed from that Airframe or any of those Engines but title remains vested in that Owner.

		Participating Member Statemeans any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

		Partymeans a party to this Agreement.

		Permitted Securitymeans in relation to an Aircraft:

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

	(b)		any repairer’s, carrier’s or hangar keeper’s, warehousemen’s, mechanic’s, materialmen’s or employee’s Security or other equivalent Security in respect of that Aircraft arising in the ordinary course of business by operation of law or any engine or parts-pooling arrangements in respect of that Aircraft or other similar Security;

	(c)		any Security for any air navigation authority, airport tending, gate or handling (or similar) charges or levies arising in the ordinary course of business in respect of that Aircraft;

	(d)		any permitted lien or encumbrance as defined under the Operating Lease for that Aircraft other than any such permitted lien or encumbrance which represents Security created by or through an Obligor;

	(e)		the respective rights of the parties under the Facility Documents;

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

	(g)		deposits and other Security to secure the performance of bids, trade contracts (other than for Financial Indebtedness), leases, letters of credit, statutory obligations, surety and

Facility Agreement — Execution Version

			appeal bonds, performance bonds and other obligations of a like nature in respect of that Aircraft in the ordinary course of business, including with respect to the repossession of that Aircraft or other enforcement action in respect of the Operating Lease for that Aircraft;

	(h)		any Security created by or through or arising from any debt or liabilities or any act or omission of the Operator for that Aircraft in each case either in contravention of the Operating Lease for that Aircraft (whether or not that Operating Lease has been terminated) or without the consent of the Lessor for that Aircraft;

	(i)		any Security of an Insurer for that Aircraft for salvage;

	(j)		Security created as part of an Approved Change in Structure; and

	(k)		any other Security with respect to that Aircraft not referred to in paragraphs (a) to and including (j) above which could not reasonably be expected to have a Material Adverse Effect and which does not secure debt, obligations and/or liabilities in excess of individually the lesser of (i) $250,000, and (ii) 0.25% of the then Current Market Value of that Aircraft.

		Permitted Subleasemeans in relation to an Aircraft an aircraft lease agreement which complies with the Operating Lease Requirements between the Operator for that Aircraft and a Permitted Sublessee for that Aircraft pursuant to which that Operator leases that Aircraft to that Permitted Sublessee, together thePermitted Subleases.

		Permitted Sublesseemeans in relation to an Aircraft an operator which is a Qualified Operator, together thePermitted Sublessees.

		Protocolmeans the Protocol to the Convention on Matters Specific to Aircraft Equipment opened for signature on 16 November 2001 at Cape Town, South Africa.

		Qualified Operatorhas the meaning given to that expression in the DPP.

		Qualifying Lendermeans a person:

	(a)		(i) that is a body corporate, (ii) which, by virtue of the law of a Relevant Territory, is resident for the purposes of tax in that Relevant Territory; and (iii) to which the interest payments under this Agreement are not made in connection with a trade or business carried on by such person through a branch or agency in Ireland; or

	(b)		which is a bank carrying on a bona fide banking business in Ireland within the meaning of Section 246(3)(a) of the Irish Taxes Consolidation Act 1997.

		Quiet Enjoyment Undertakingmeans in relation to an Aircraft a quiet enjoyment undertaking in the Agreed Form from the Security Trustee and the Owner for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable) to the Operator for that Aircraft, together theQuiet Enjoyment Undertakings.

		Quotation Daymeans, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

		Reference Banksmeans the principal London offices of Citibank, N.A., Deutsche Bank AG and JPMorgan Chase Bank, N.A. or such other banks as may be appointed by the Facility Agent in consultation with the Borrower.

		Relevant Interbank Marketmeans the London interbank market.

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		Relevant Territorymeans either (a) a Member State of the European Community (other than Ireland) or (b) a territory which has concluded a double-tax treaty with Ireland which has force of law in Ireland and such relevant territory.

		Repayment Amountmeans in relation to a Repayment Date and the Loan for an Aircraft the amount listed opposite that Repayment Date in the third column of that Part of Schedule 9 which relates to that Loan.

		Repayment Datemeans each of the dates listed in the first column of each Part of Schedule 9.

		Repeating Representationsmeans each of the representations set out in clause 19 other than those set out in clauses 19.7, 19.8, 19.9, 19.11, 19.13, 19.14, 19.15 and 19.16.

		Replacement Partmeans in relation to an Aircraft or an Engine any part installed on, incorporated in or attached to that Aircraft or that Engine as a replacement part pursuant to the provisions of the Operating Lease for that Aircraft or the Aircraft to which that Engine relates (as applicable) and title to which has vested in the Owner for that Aircraft or the Owner Trustee for that Aircraft (as applicable) in accordance with the requirements of that Operating Lease.

		Representativesmeans together the Facility Agent, the Security Trustee and the Arrangers, individually aRepresentative.

		Screen Ratemeans the British Bankers’ Association Interest Settlement Rate for Dollars for the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

		Securitymeans a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

		Servicermeans in relation to an Aircraft GE Commercial Aviation Services Limited and any replacement servicer approved by the Security Trustee pursuant to paragraph (e) of the definition of Aircraft Mandatory Prepayment Event.

		Servicer Noticemeans the notice in the Agreed Form from the Borrower to the Servicer pursuant to which the Borrower notifies the Servicer of the assignment effected to the Security Trustee pursuant to the Servicing Assignment and any additional servicer notice entered into pursuant to paragraph (e) of the definition of Aircraft Mandatory Prepayment Event.

		Servicer Paymentshas the meaning given to that expression in the DPP.

		Servicer Reporthas the meaning given to that expression in the DPP.

		Servicing Agreementmeans the servicing agreement in the Agreed Form between the Servicer and the Borrower and any replacement servicing agreement approved by the Security Trustee pursuant to paragraph (e) of the definition of Aircraft Mandatory Prepayment Event.

		Servicing Assignmentmeans the servicing agreement assignment in the Agreed Form between the Borrower and the Security Trustee pursuant to which the Borrower assigns to the Security Trustee its rights under the Servicing Agreement and any additional servicing assignment entered into pursuant to paragraph (e) of the definition of Aircraft Mandatory Prepayment Event.

		Share Chargemeans in relation to the Borrower, a Lessor or an Owner a charge over all of the shares in the Borrower or that Lessor or that Owner (as applicable) in the Agreed Form between the Shareholders of the Borrower or that Lessor or that Owner (as applicable) and the Security Trustee, together theShare Charges.

		Shareholdersmeans:

Facility Agreement — Execution Version

	(a)		in relation to each of the Lessors and the Owners, the Borrower;

	(b)		in relation to the Borrower, the Principal Guarantor.

Specified Eventmeans:

	(a)		any breach by any Borrower Party of any of the provisions of clauses 8, 18 and 19 of the DPP and clauses 21.1, (other than as a result of involuntary insolvency proceedings) 21.3 and 21.5 of this Agreement; or

	(b)		the fraudulent or wilful misconduct or gross negligence of any Borrower Party with respect to any aspect of the transactions contemplated by, or the performance of any of its obligations under or any representation or warranty made or given by it under, the Facility Documents.

		State of Registrationmeans in relation to an Aircraft the Initial State of Registration for that Aircraft or another state or country in which the Aircraft is registered which complies with the requirements of clause 3.3 of the DPP.

		Subordination Acknowledgmentmeans in relation to an Aircraft a subordination acknowledgment (if any) issued by a Permitted Sublessee for that Aircraft to the Security Trustee.

		Subsidiarymeans any company or entity directly or indirectly controlled by another person, for which purposecontrolmeans either the ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership) of such company or entity or the power to direct its policies and management whether by contract or otherwise.

		Taxmeans any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same), andTaxesandTaxationshall be construed accordingly.

		Technical Recordsmeans in relation to an Aircraft all technical data, manuals, computer records, logbooks and other records required to be maintained pursuant to any Applicable Law in relation to that Aircraft or any of its Engines or any of its Parts.

		Termination Datemeans the date falling seven (7) years after the date of this Agreement.

		Third Party Eventmeans in relation to an Aircraft:

	(a)		any act or omission of the Operator for that Aircraft;

	(b)		any act or omission of any other party (other than a Borrower Party or an Affiliate of a Borrower Party) which has possession of that Aircraft or any of its Engines for the purposes of repair, maintenance, modification or storage; or

	(c)		any requisition, seizure or confiscation of that Aircraft by any Government Entity,

		in each case, other than at the request or direction of a Borrower Party or an Affiliate of a Borrower Party or as a result of any breach by a Borrower Party of any of its obligations under the Transaction Documents to which it is a party and/or Applicable Law.

		Total Commitmentsmeans the aggregate amount of the Commitments being two hundred and fifty million Dollars ($250,000,000) at the date of this Agreement.

		Total Available Commitmentsmeans the Total Commitments minus:

(a)

the mark to market liability of the Borrower under the Initial Hedging Agreement determined as at the date of the first Utilisation Request by reference to the first Utilisation Date;

Facility Agreement — Execution Version

	(b)		the amount of any outstanding Loans; and

	(c)		in relation to any proposed Utilisation, the amount of any Loans that are due to be made on or before the proposed Utilisation Date.

Total Lossmeans in relation to an Aircraft, Airframe or Engine:

	(a)		its actual, constructive, compromised, arranged or agreed total loss (including any damage thereto or requisition for use or hire which results in an insurance settlement on the basis of a total loss); or

	(b)		its destruction, damage beyond repair or being rendered permanently unfit for normal use for any reason whatsoever; or

	(c)		the requisition of title or other Compulsory Acquisition of that Aircraft, Airframe or Engine by any Government Entity (whetherde jureorde facto), but excluding requisition for use or hire not involving requisition of title; or

	(d)		the hi-jacking, theft, disappearance, confiscation, detention, seizure, deprivation or requisition for use or hire of that Aircraft, Airframe or Engine which deprives any person permitted by this Agreement to have possession and/or use of that Aircraft, Airframe or Engine of its possession and/or use for more than one hundred and eighty (180) consecutive days,

		and a Total Loss of an Aircraft shall be deemed to have occurred if a Total Loss occurs with respect to its Airframe.

		Total Loss Payment Datemeans in relation to a Total Loss the earlier of:

	(a)		one hundred and eighty (180) days after that Total Loss occurs; and

	(b)		the date of receipt of the relevant Total Loss Proceeds.

		Total Loss Proceedsmeans in relation to an Aircraft the proceeds of the hull Insurances for that Aircraft with respect to a Total Loss of that Aircraft or any compensation for the Compulsory Acquisition of that Aircraft.

		Transaction Documentsmeans together the Facility Documents, the Servicing Agreement and the Aircraft Documents, individually aTransaction Document.

		Transfer Certificatemeans a certificate substantially in the form set out in Schedule 6 or any other form agreed between the Facility Agent and the Borrower.

		Transfer Datemeans, in relation to a transfer, the later of:

	(a)		the proposed Transfer Date specified in the Transfer Certificate; and

	(b)		the date on which the Facility Agent executes the Transfer Certificate.

		Trust Agreementmeans in relation to an Aircraft which is subject to an owner trust structure the trust agreement between the Owner Trustee for that Aircraft and the Lessor for that Aircraft or the Owner for that Aircraft pursuant to which that Owner Trustee holds legal title to that Aircraft on trust for that Lessor or that Owner (as applicable) as beneficiary, together theTrust Agreements.

		Unpaid Summeans any sum due and payable but unpaid by an Obligor under the Facility Documents.

		US GAAPmeans generally accepted accounting principles in the United States of America including IFRS.

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		Utilisationmeans a utilisation of the Facility.

		Utilisation Datemeans the date of a Utilisation, being the date on which the relevant Loan is to be made.

		Utilisation Requestmeans a notice substantially in the form set out in Schedule 4.

		VATmeans value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

1.2		Construction

1.2.1		Unless a contrary indication appears, any reference in this Agreement to:

	(a)		any Party or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

	(b)		assetsincludes present and future properties, revenues and rights of every description;

	(c)		aFacility Documentor any other agreement or instrument is a reference to that Facility Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

	(d)		indebtednessincludes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

	(e)		apersonincludes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

	(f)		aregulationincludes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

	(g)		includingmeansincluding without limitation;

	(h)		a provision of law is a reference to that provision as amended or re-enacted;

	(i)		a time of day is a reference to London time; and

	(j)		a provision of the Cape Town Convention will, unless it is specifically stated to be a reference to a provision of the Convention or, as the case may be, the Protocol, be a reference, whether stated or not, to the relevant provision of the Consolidated Text, and reference to any provision of the Consolidated Text shall include a reference to the provision(s) of the Convention and/or the Protocol from which such provision(s) is/are derived.

1.2.2		Section, clause and schedule headings are for ease of reference only.

1.2.3		Unless a contrary indication appears, a term used in any other Facility Document or in any notice given under or in connection with any Facility Document has the same meaning in that Facility Document or notice as in this Agreement.

1.2.4		A Default (other than an Event of Default) iscontinuingif it has not been remedied or waived and an Event of Default iscontinuingif it has not been remedied or waived.

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1.3		Third party rights

		A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

2		The Facility

2.1		The Facility

2.1.1		Subject to the terms of this Agreement, the Lenders make available to the Borrower a Dollar term loan facility in an aggregate amount equal to the Total Commitments for Utilisation during the Availability Period.

2.1.2		The Facility shall be utilised by up to eleven (11) Loans one in respect of each Aircraft.

2.2		Finance Parties’ rights and obligations

2.2.1		The obligations of each Finance Party under the Facility Documents are several. Failure by a Finance Party to perform its obligations under the Facility Documents does not affect the obligations of any other Party under the Facility Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Facility Documents.

2.2.2		The rights of each Finance Party under or in connection with the Facility Documents are separate and independent rights and any debt arising under the Facility Documents to a Finance Party from an Obligor shall be a separate and independent debt.

2.2.3		A Finance Party may, except as otherwise stated in the Facility Documents, separately enforce its rights under the Facility Documents other than the General Security Documents and the Aircraft Security Documents.

3		Purpose

3.1		Purpose

		The Borrower shall apply the full amount of each Loan in or towards the refinancing of the Aircraft to which that Loan relates.

3.2		Monitoring

		No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

3.3		Borrower confirmation

		The Borrower confirms that it is the beneficiary (within the meaning of Section 8 of the German Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten (Geldwäschegesetz)) for each part of each Loan made or to be made available to it. It will promptly inform the Lenders (by written notice to the Facility Agent) if it is not, or ceases to be, the beneficiary and will then set down in writing the name and the address of the beneficiary.

4		Conditions of Utilisation

4.1		Conditions precedent to first Utilisation

		The Borrower may not deliver any Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part 1 of Schedule 3 in form and substance satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

Facility Agreement — Execution Version

4.2		Conditions precedent to all Utilisations

		The Borrower may not deliver a Utilisation Request in relation to an Aircraft unless the Facility Agent has received all of the documents and other evidence listed in Part 2 of Schedule 3 for that Aircraft in form and substance satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.3		Further conditions precedent

		The Lenders will only be obliged to comply with clause 5.4 if on the date of the Utilisation Request and on the proposed Utilisation Date:

4.3.1		no Default is continuing or would result from the proposed Loan; and

4.3.2		all Repeating Representations to be made by each Obligor are true in all material respects.

4.4		Conditions subsequent

		The Borrower shall provide to the Facility Agent all of the documents and other evidence listed in Part 3 of Schedule 3 by the date indicated in Part 3 of Schedule 3 and failure to do so shall constitute an immediate Event of Default.

4.5		Conditional Waivers

		In the event that, notwithstanding that one or more conditions precedent (referred to in clauses 4.1 to 4.3 above) are not satisfied when required, the Lenders (at their discretion) agree to advance any Loan subject to conditions (specified by the Facility Agent to the Borrower), then failure to satisfy such conditions by the date specified shall constitute an immediate Event of Default.

5		Utilisation

5.1		Delivery of a Utilisation Request

		The Borrower may draw down a Loan by delivering to the Facility Agent a duly completed Utilisation Request for that Loan not later than 11:00 am (London time) three (3) Business Days prior to the proposed Utilisation Date.

5.2		Completion of a Utilisation Request

5.2.1		Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

	(a)		the proposed Utilisation Date is a Business Day within the Availability Period;

	(b)		the currency and amount of the Loan comply with clause 5.3; and

	(c)		the Utilisation Request identifies the Aircraft to which the Loan relates.

5.2.2		Any number of Loans may be requested in each Utilisation Request.

5.3		Currency and amount

5.3.1		The currency specified in a Utilisation Request must be Dollars.

5.3.2		The amount of any proposed Loan for an Aircraft must be not more than the lesser of the Available Facility and the Available Amount for that Aircraft.

Facility Agreement — Execution Version

5.4		Lenders’ participation

5.4.1		If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

5.4.2		The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making that Loan.

5.4.3		The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by not later than 9:00 am (London time) two (2) Business Days prior to the proposed Utilisation Date.

5.5		Cancellation of Commitment

		The Total Commitments and each Lender’s Commitment shall be immediately cancelled at the end of the Availability Period.

5.6		Replacement schedules

		Promptly following each Utilisation Date, the Facility Agent shall produce schedules to replace the schedules in Schedule 9 which will reflect the actual amount of the Loans and the Total Available Commitments. Upon delivery of those replacement schedules to the Borrower, those schedules shall be deemed for all purposes of the Facility Documents to replace the then current schedules in Schedule 9.

6		Repayment

6.1		Repayment of Loans

		The Borrower shall repay each of the Loans by instalments on each Repayment Date. The amount of each such instalment for a Loan shall be the Repayment Amount for that Loan and that Repayment Date.

6.2		Balloon

		The Borrower shall repay in full the principal amount of all of the Loans then outstanding on the Termination Date.

6.3		Reborrowing

		The Borrower may not reborrow any part of any Loan which is repaid or prepaid.

7		Prepayment and cancellation

7.1		Illegality

		If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

7.1.1		that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

7.1.2		upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled and the Total Commitments shall be reduced rateably; and

7.1.3		the Borrower shall repay that Lender’s participation in the Loans on the first Repayment Date to occur after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

Facility Agreement — Execution Version

7.2		Voluntary partial prepayment of Loans

7.2.1		The Borrower may, if it gives the Facility Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay on any Repayment Date the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of that Loan by a minimum amount of two million Dollars ($2,000,000)).

7.2.2		A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

7.3		Right of repayment and cancellation in relation to a single Lender

7.3.1		If:

	(a)		any sum payable to any Lender by an Obligor is required to be increased under clause 12.2.3; or

	(b)		any Lender claims indemnification from the Borrower under clause 12.3 or clause 13,

		the Borrower may, whilst the circumstance giving rise to the requirement for indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to repay that Lender’s participation in the Loans.

7.3.2		On receipt of a notice referred to in clause 7.3.1, the Commitment of that Lender shall immediately be reduced to zero and the Total Commitments shall be reduced rateably.

7.3.3		On the first Repayment Date to occur after the Borrower has given notice under clause 7.3.1 (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loans.

7.4		Mandatory prepayment and/or cancellation

7.4.1		If at any time a Total Loss occurs in relation to an Aircraft and:

	(a)		the Loan for that Aircraft has not been drawn down prior to that time, the Available Amount for that Aircraft shall immediately be reduced to zero and the Available Commitment of each Lender and the Total Available Commitments shall each be reduced rateably;

	(b)		the Loan for that Aircraft has been drawn down prior to that time, the Borrower shall on the Total Loss Payment Date (i) prepay the Loan for that Aircraft, and (ii) pay to the Facility Agent an amount equal to ten per cent. (10%) of the amount of that Loan for application in accordance with clause 8.3 of the DPP.

7.4.2

If at any time after the Loan for an Aircraft has been drawn down an Aircraft Mandatory Prepayment Event occurs and is continuing in relation to an Aircraft, the Borrower shall immediately:

	(a)		prepay the Loan for that Aircraft; and

	(b)		pay to the Facility Agent an amount equal to ten per cent. (10%) of the amount of that Loan for application in accordance with clause 8.3 of the DPP.

7.4.3

If at any time a General Mandatory Prepayment Event occurs and is continuing:

	(c)		the Total Commitments and the Commitment of each Lender shall immediately be cancelled; and

	(d)		the Borrower shall immediately prepay all of the Loans.

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7.4.4		If on any LTVR Test Date the total amount of all of the Loans as at the most recent 30 June exceeds the LTVR Ratio of the total amount of the Current Market Values for all of the Aircraft as at that 30 June, the Borrower shall, on the Repayment Date immediately following that LTVR Test Date, prepay an amount equal to the amount of that excess.

7.5		Voluntary prepayment of whole of Loan

		Provided that no Default has occurred and is continuing (other than a Default caused solely by the Operator of the relevant Aircraft), the Borrower may at any time after the Loan for an Aircraft has been drawn down remove that Aircraft from the Facility by:

7.5.1		prepaying the Loan for that Aircraft; and

7.5.2		paying to the Facility Agent an amount equal to ten per cent. (10%) of the amount of that Loan for application in accordance with clause 8.3 of the DPP.

		A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

7.6		Restrictions and fees

7.6.1		All prepayments pursuant to this clause 7 other than a prepayment pursuant to clause 7.3 shall be applied in inverse order of maturity and otherwise in accordance with the relevant provisions of the DPP. All prepayments pursuant to clause 7.3 shall be applied pro rata and otherwise in accordance with the relevant provisions of the DPP.

7.6.2		If the Borrower elects or is required to prepay the whole or any part of any Loan pursuant to any of the provisions of this clause 7 (other than clauses 7.1 and 7.3) on or prior to the date falling two (2) years after the first day of the Availability Period, the Borrower shall pay to the Facility Agent for the account of the Lenders (rateably in accordance with their respective participations in the Loan being prepaid), in addition to any amounts payable by the Borrower pursuant to clause 10.4 or any other provision of this Agreement, a fee in Dollars equal to:

	(a)		if the prepayment is effected on or prior to the date falling one (1) year after the first day of the Availability Period, two per cent. (2%) of the amount prepaid; or

	(b)		if the prepayment is effected after the date falling one (1) year after the first day of the Availability Period but on or prior to the date falling two (2) years after the first day of the Availability Period, one per cent. (1%) of the amount prepaid.

7.6.3		Any notice of cancellation or prepayment given by any Party under this clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

7.6.4		Any prepayment under this Agreement shall be made together with accrued interest, any fee payable pursuant to clause 7.6.2, any amounts payable under clause 10.4 and all other amounts then due and payable to the Finance Parties under the Facility Documents.

7.6.5		The Borrower may not reborrow any part of the Facility which is prepaid.

7.6.6		The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments and/or the Total Commitments except at the times and in the manner expressly provided for in this Agreement.

7.6.7		No amount of the Total Commitments, the Commitments, the Total Available Commitments and/or the Available Commitments cancelled under this Agreement may be subsequently reinstated.

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7.6.8		If the Facility Agent receives a notice under this clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

7.7		Replacement schedules

		Promptly any prepayment pursuant to this clause 7, the Facility Agent shall if necessary produce schedules to replace the schedules in Schedule 9 which reflect the actual amount of the Loans and the Total Available Commitments. Upon delivery of those replacement schedules to the Borrower, those schedules shall be deemed for all purposes of the Facility Documents to replace the schedules in Schedule 9 as at the date of this Agreement (as replaced if applicable pursuant to clause 5.6 and/or this clause 7.7).

7.8		Removal of Aircraft

7.8.1		If the Borrower elects or is required to prepay the whole of the Loan for an Aircraft pursuant to any of the provisions of clause 7.4.1, clause 7.4.2 or clause 7.5, that Aircraft shall cease to be an Aircraft for all purposes of the Facility Documents with effect from the receipt by the Facility Agent of all amounts payable by the Borrower pursuant to the relevant provisions of clause clause 7.4.1, clause 7.4.2 or clause 7.5 (as applicable) and clause 7.6.4 unless a Default has then occurred and is continuing (other than a Default caused solely by the Operator of that Aircraft).

7.8.2		The Finance Parties shall cooperate in a timely manner with the Borrower and the Lessor for the relevant Aircraft to give effect to the removal of that Aircraft from the Facility pursuant to clause 7.8.1 and thereafter to release the Security created by the Aircraft Security Documents for that Aircraft.

7.8.3		The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party all costs and expenses (including legal fees) together with any applicable VAT reasonably incurred by that Finance Party in cooperating pursuant to clause 7.8.2.

8		Interest

8.1		Calculation of interest

		The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

8.1.1		Margin;

8.1.2		LIBOR; and

8.1.3		Mandatory Cost, if any.

8.2		Payment of interest

		The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.

8.3		Default interest

8.3.1		If an Obligor fails to pay any amount payable by it under a Facility Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 8.3.2, is two per cent. (2%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this clause 8.3 shall be immediately payable by the relevant Obligor on demand by the Facility Agent.

Facility Agreement — Execution Version

8.3.2

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

	(a)		the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

	(b)		the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. (2%) higher than the rate which would have applied if the overdue amount had not become due.

8.3.3		Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4		Notification of rates of interest

		The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

9		Interest Periods

9.1		The first Interest Period for a Loan shall start on (and include) its Utilisation Date and end on (but exclude) the immediately succeeding Repayment Date. Each subsequent Interest Period shall start on (and include) the last day of its preceding Interest Period and end on (but exclude) the immediately succeeding Repayment Date.

9.2		An Interest Period for a Loan shall not extend beyond the Termination Date.

9.3		Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

10		Changes to the calculation of interest

10.1		Absence of quotations

		Subject to clause 10.2, if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 am (London time) on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2		Market disruption

10.2.1		If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

	(a)		the Margin;

	(b)		the rate notified to the Facility Agent by that Lender, as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

	(c)		the Mandatory Cost, if any, applicable to that Lender’s participation in that Loan.

10.2.2

In this AgreementMarket Disruption Eventmeans that:

Facility Agreement — Execution Version

	(a)		at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR for Dollars for the relevant Interest Period; or

	(b)		before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders that the cost to it or them of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

10.3		Alternative basis of interest or funding

10.3.1		If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

10.3.2		Any alternative basis agreed pursuant to clause 10.3.1 shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

10.4		Break Costs

10.4.1		The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum. Any amount payable by the Borrower under this clause 10.4.1 shall be in addition to any amount payable by the Borrower under clause 14.2.

10.4.2		Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11		Fees

11.1		Commitment fee

11.1.1		The Borrower shall pay to the Facility Agent for the account of each Lender a fee at the rate of zero point three seven five per cent. (0.375%) per annum as follows:

	(a)		with respect to the period from and including the date of this Agreement to but excluding the first Utilisation Date, the fee shall be computed on that Lender’s Commitment; and

	(b)		with respect to the period from and including the first Utilisation Date to and including the last day of the Availability Period, the fee shall be computed on that Lender’s Available Commitment.

11.1.2		The accrued commitment fee is payable on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

11.2		Arrangement fee

		The Borrower shall pay to the Agent for the account of the Arrangers an arrangement fee in the amount and at the times agreed in a Fee Letter.

11.3		Agency fee

		The Borrower shall pay to the Facility Agent for its own account an agency fee in the amount and at the times agreed in a Fee Letter.

Facility Agreement — Execution Version

12		Tax gross up and indemnities

12.1		Definitions

12.1.1		In this Agreement:

		Protected Partymeans a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Facility Document.

		Tax Creditmeans a credit against, relief or remission for, or repayment of any Tax.

		Tax Deductionmeans a deduction or withholding for or on account of Tax from a payment under a Facility Document.

		Tax Paymentmeans either the increase in a payment made by an Obligor to a Finance Party under clause 12.2 or a payment under clause 12.3.

12.1.2		Unless a contrary indication appears, in this clause 12 a reference todeterminesordeterminedmeans a determination made in the absolute discretion of the person making the determination.

12.2		Tax gross-up

12.2.1		Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

12.2.2		The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower.

12.2.3		If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

12.2.4		If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

12.2.5		Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.2.6		An Obligor shall not be required to make an increased payment to a Lender under clause 12.2.3 in respect of a Tax Deduction if and to the extent that on the date on which the payment falls due:

	(a)		that Tax Deduction is required by Irish law; and

	(b)		that Tax Deduction is a deduction or withholding for or on account of Tax from a payment of scheduled interest under this Agreement; and

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(c)

that Lender is not a Qualifying Lender and the amount of that Tax Deduction exceeds the amount of Tax Deduction (if any) that would have been imposed if that Lender had been a Qualifying Lender,

unless:

	(1)		that Lender is not a Qualifying Lender as a result of a change in or a change in the interpretation of any Applicable Law of Ireland, in each case, after the date on which it became a Lender under this Agreement; and/or

	(2)		that Lender is not a Qualifying Lender because it has become a Lender and/or changed its Facility Office at the request of or with the consent of any Obligor; and/or

	(3)		that Lender became a Lender or ceased to be a Qualifying Lender after a notice was issued pursuant to clause 18.14 of the Facility Agreement.

12.2.7		Each Lender represents and warrants to the Borrower that, on the date on which it becomes a Lender under this Agreement, it is a Qualifying Lender and is beneficially entitled to the interest payable by the Borrower to it under this Agreement. Each Lender undertakes to notify the Borrower if it becomes aware that it is no longer a Qualifying Lender.

12.3		Tax indemnity

12.3.1		The Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Facility Document.

12.3.2		Clause 12.3.1 shall not apply:

(a)

with respect to any Tax assessed on a Finance Party:

	(i)		under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

	(ii)		under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

			if that Tax is imposed on or calculated by reference to the net income, profits or gains received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

	(b)		with respect to a Tax assessed on a Finance Party by a jurisdiction solely as a result of that Finance Party being connected with that jurisdiction by virtue of that Finance Party being treated, under the laws of that jurisdiction, as engaging or having engaged in business in, having or having had an office, branch or permanent establishment in, or being or having been a citizen or resident of, or present in, or incorporated or created in or under the laws of, that jurisdiction, in each case, except to the extent that such Tax is assessed as a result of that Finance Party being connected with that jurisdiction as a consequence of the transactions contemplated by the Facility Documents; or

	(c)		to the extent that a loss, liability or cost is compensated for by an increased payment under clause 12.2; or

	(d)		with respect to Taxes which are imposed on or suffered by a Protected Party as a result of the fraud, wilful misconduct or gross negligence of such Protected Party; or

	(e)		with respect to Taxes which would not have arisen but for a failure by a Lender to file in a timely manner any relevant tax return, tax computation, statement, document or

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			specifically identified claim form which such Lender was obliged to file by any Applicable Law of its jurisdiction of incorporation or the jurisdiction of its Facility Office or any other jurisdiction in which such Lender carries on business and (in each such case) which such Lender was aware it was obliged by Applicable Law to file, in each case, except to the extent that such failure results from any Borrower Party’s failure to provide any information, documentation and/or cooperation if and when reasonably requested to do so by such Lender; or

	(f)		with respect to a loss, liability or cost which would have been compensated by an increased payment under clause 12.2 but was not so compensated solely because the exclusion in clause 12.2.6 applied.

12.3.3		A Protected Party making or intending to make a claim under clause 12.3.1 shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

12.3.4		A Protected Party shall, on receiving a payment from an Obligor under this clause 12.3, notify the Facility Agent.

12.4		Tax Credit

		If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

12.4.1		a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and

12.4.2		that Finance Party has obtained, utilised and retained that Tax Credit,

		the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5		Stamp taxes

		The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Facility Document.

12.6		Value added tax

12.6.1		All amounts expressed to be payable under a Facility Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to clause 12.6.3, if VAT is chargeable on any supply made by any Finance Party to any Party under a Facility Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

12.6.2		If VAT is chargeable on any supply made by any Finance Party (theSupplier) to any other Finance Party (theRecipient) under a Facility Document, and any Party (theRelevant Party) is required by the terms of any Facility Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

12.6.3		Where a Facility Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against

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		all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

13		Increased costs

13.1		Increased Costs

		If the result of:

	(a)		any change in, or in the interpretation or application of, or any replacement of, the Basel 2 Accord or the introduction of any law, regulation, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the relevant Lender or, as the case may be, its Affiliate is required to comply) in relation to the Basel 2 Accord (each aBasel 2 Change of Law); or

	(b)		any change in, or in the interpretation or application of, or the introduction of, any other law, regulation, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the relevant Lender or, as the case may be, its Affiliate is required to comply), including those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits (each aGeneral Change of Law); or

	(c)		any change in, or in the interpretation or application of, or the replacement of, the relevant Lender’s Basel 2 Approach (each aChange of Basel 2 Approach),

		is to:

13.1.1		subject the relevant Lender (for the purposes of this clause 13 each such Lender shall be anAffected Lender) to Tax or change the basis of Taxation of such Affected Lender with respect to any payment under this Agreement or any other Facility Document (other than, for the purposes of this clause 13, Tax or Taxation on the net income, profits or gains of any Affected Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or

13.1.2		increase the cost to, or impose an additional cost on, any Affected Lender or any of its Affiliates in making or keeping available all or part of the Commitment of such Affected Lender or maintaining or funding all or part of such Affected Lender’s participation in the Loans; and/or

13.1.3		reduce the amount payable to or the effective return on equity of any Affected Lender under this Agreement; and/or

13.1.4		reduce the rate of return of any Affected Lender or any of its Affiliates on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to such Affected Lender’s obligations under this Agreement; and/or

13.1.5		require any Affected Lender or any of its Affiliates to make a payment or forego a return calculated by reference to or on any amount received or receivable by such Affected Lender under this Agreement or any other Facility Document; and/or

13.1.6		cause any Affected Lender or any of its Affiliates to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or participation in the Loans of such Affected Lender from its capital for regulatory purposes,

		then and in each such case (but subject to clause 13.2):

(a)

such Affected Lender shall notify the Borrower through the Facility Agent in writing of such event promptly upon its becoming aware of the same; and

Facility Agreement — Execution Version

(b)

the Borrower shall on demand, made at any time whether or not such Affected Lender’s participations in the Loans have been repaid, pay to the Facility Agent for the account of such Affected Lender the amount which such Affected Lender specifies (in a certificate setting forth the basis of the computation of such amount but not including any matters which such Affected Lender or its Affiliate regards as confidential) is required to compensate on an after-tax basis such Affected Lender and/or its Affiliate for such liability to Taxes, increased or additional cost, reduction, payment, forgone return or loss.

13.2		Exceptions

		Nothing in clause 13 shall entitle any Lender to receive any amount in respect of compensation for any such liability to Tax, increased or additional cost, reduction, payment, forgone return or loss to the extent that the same:

13.2.1		is the subject of an additional payment under clause 12; or

13.2.2		in the case of a General Change of Law, is attributable to the Basel 2 Accord in the form existing on the date of this Agreement; or

13.2.3		in the case of a Change of Basel 2 Approach, is not attributable to a Basel 2 Change of Law; or

13.2.4		directly results from (i) a breach by the applicable Lender of its express obligations under this Agreement or any other Facility Document, other than any breach which arises as a consequence of any act or omission of any Obligor, or (ii) from a wilful breach by the applicable Lender of any Applicable Law; or

13.2.5		is compensated for by the payment of Mandatory Cost.

14		Other indemnities

14.1		Currency indemnity

14.1.1		If any sum due from an Obligor under the Facility Documents (aSum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (theFirst Currency) in which that Sum is payable into another currency (theSecond Currency) for the purpose of:

	(a)		making or filing a claim or proof against that Obligor;

	(b)		obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

		that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

14.1.2		Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Facility Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2		Other indemnities

		The Borrower shall (or shall procure that an Obligor will), within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

Facility Agreement — Execution Version

14.2.1		the occurrence of any Event of Default;

14.2.2		a failure by an Obligor to pay any amount due under a Facility Document on its due date, including any cost, loss or liability arising as a result of clause 8.6 of the DPP;

14.2.3		funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone); or

14.2.4		a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3		Indemnity to the Facility Agent

		The Borrower shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

14.3.1		investigating any event which it reasonably believes is a Default; or

14.3.2		acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

15		Mitigation by the Lenders

15.1		Mitigation

15.1.1		Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 7.1, clause 12, clause 13 or paragraph 3 of Schedule 5 including (but not limited to) transferring its rights and obligations under the Facility Documents to another Affiliate or Facility Office.

15.1.2		Clause 15.1.1 does not in any way limit the obligations of any Obligor under the Facility Documents.

15.2		Limitation of liability

15.2.1		The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under clause 15.1.

15.2.2		A Finance Party is not obliged to take any steps under clause 15.1 if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16		Costs and expenses

16.1		Transaction expenses

		The Principal Guarantor shall promptly on demand pay the Representatives the amount of all costs and expenses (including legal fees) together with any applicable VAT reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

16.1.1		the Transaction Documents; and

16.1.2		any other Transaction Documents executed on or after the date of this Agreement.

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16.2		Amendment costs

		If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to clause 26.9, the Borrower shall, within three (3) Business Days of demand, reimburse the Facility Agent for the amount of all costs and expenses (including legal fees) together with any applicable VAT reasonably incurred by the Facility Agent in responding to, evaluating, negotiating or complying with that request or requirement.

16.3		Enforcement costs

		The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party the amount of all and any Losses other than Taxes including all reasonable expenses referable to the cost of management time reasonably and properly incurred by any of the Representatives or any Receiver or any agent or other person appointed by a Representative or a Receiver together with any applicable VAT incurred by that Finance Party:

	(a)		in contemplation of or otherwise in connection with the enforcement or attempted enforcement of any rights under any of the Facility Documents at any time when a Default has occurred and is continuing;

	(b)		in the preservation or attempted preservation of any rights under any of the Facility Documents;

	(c)		in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any of the Aircraft or in securing the release of any of the Aircraft from arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention,

17		Guarantee and indemnity

17.1		Guarantee and indemnity

		Each Guarantor irrevocably and unconditionally jointly and severally:

17.1.1		guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Facility Documents;

17.1.2		undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Facility Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

17.1.3		indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

17.2		Continuing guarantee

		This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Facility Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3		Reinstatement

		If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

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17.3.1		the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

17.3.2		each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

17.4		Waiver of defences

		The obligations of each Guarantor under this clause 17 will not be affected by an act, omission, matter or thing which, but for this clause 17, would reduce, release or prejudice any of its obligations under this clause 17 (without limitation and whether or not known to it or any Finance Party) including:

17.4.1		any time, waiver or consent granted to, or composition with, any Obligor or other person;

17.4.2		the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

17.4.3		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

17.4.4		any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

17.4.5		any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Facility Document or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Facility Document or other document or security;

17.4.6		any unenforceability, illegality or invalidity of any obligation of any person under any Facility Document or any other document or security; or

17.4.7		any insolvency or similar proceedings.

17.5		Immediate recourse

		Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 17. This waiver applies irrespective of any law or any provision of a Facility Document to the contrary.

17.6		Appropriations

		Until all amounts which may be or become payable by the Obligors under or in connection with the Facility Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

17.6.1		refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

17.6.2		hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this clause 17.

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17.7		Deferral of Guarantors’ rights

		Until all amounts which may be or become payable by the Obligors under or in connection with the Facility Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Facility Documents:

17.7.1		to be indemnified by an Obligor;

17.7.2		to claim any contribution from any other guarantor of any Obligor’s obligations under the Facility Documents; and/or

17.7.3		to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Facility Documents or of any other guarantee or security taken pursuant to, or in connection with, the Facility Documents by any Finance Party.

		If a Guarantor receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Facility Agent for application in accordance with clause 26. This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Facility Documents have been irrevocably paid in full.

17.8		Additional security

		This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

18		Events of Default

		Each of the events or circumstances set out in this clause 18 is an Event of Default (save for clause 18.14).

18.1		Non-payment

		An Obligor does not pay on the due date any amount payable pursuant to a Facility Document at the place at and in the currency in which it is expressed to be payable unless payment is made within five (5) Business Days of its due date.

18.2		Other obligations

18.2.1		An Obligor does not comply with the provisions of clause 4.4 of this Agreement or clause 7.2.3 or clause 7.2.4 of the DPP.

18.2.2		An Obligor does not comply with any provision of the Facility Documents or the Servicing Agreement (other than those referred to in clause 18.1 and clause 18.2.1) and, in each case, that non-compliance:

	(a)		is or is caused by a Specified Event; and

	(b)		if it is capable of remedy, is not remedied within ten (10) days of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of that non-compliance.

18.2.3

An Obligor does not comply with any provision of the Facility Documents or the Servicing Agreement (other than those referred to in clause 18.1, clause 18.2.1 and clause 18.2.2) and, in each case, that non-compliance:

(a)

is not and is not caused by a Third Party Event; and

Facility Agreement — Execution Version

	(b)		is not an Aircraft Mandatory Prepayment Event and/or a General Mandatory Prepayment Event; and

	(c)		if it is capable of remedy, is not remedied within thirty (30) days of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of that non-compliance.

18.3		Misrepresentation

18.3.1		Any representation or statement made or deemed to be made by any Obligor in the Facility Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Facility Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

18.3.2		No Event of Default which is or is caused by a Specified Event will occur under clause 18.3.1 if such representation or warranty can be corrected and such correction is not made within ten (10) days of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of the failure to comply.

18.3.3		No other Event of Default will occur under clause 18.3.1 if such representation or warranty can be corrected and such correction is not made within thirty (30) days of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of the failure to comply.

18.4		Cross default

18.4.1		Any Financial Indebtedness of any Obligor or any GLS Recourse Party or any Guaranteed Financial Indebtedness is not paid when due nor within any originally applicable grace period.

18.4.2		Any Financial Indebtedness of any Obligor or any GLS Recourse Party or any Guaranteed Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

18.4.3		Any commitment for any Financial Indebtedness of any Obligor or any GLS Recourse Party or any Guaranteed Financial Indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described).

18.4.4		Any creditor becomes entitled to declare any Financial Indebtedness of any Obligor or any GLS Recourse Party or any Guaranteed Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).

18.4.5		No Event of Default will occur under this clause 18.4 if the aggregate amount of Financial Indebtedness, Guaranteed Financial Indebtedness, commitment for Financial Indebtedness or commitment for Guaranteed Financial Indebtedness falling within clauses 18.4.1 to 18.4.4 is less than ten million Dollars ($10,000,000) (or its equivalent in any other currency or currencies).

18.5		Insolvency

18.5.1		An Obligor or a GLS Recourse Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

18.5.2		The value of the assets of any Obligor or any GLS Recourse Party is less than its liabilities (taking into account contingent and prospective liabilities).

18.5.3		A moratorium is declared in respect of any indebtedness of any Obligor or any GLS Recourse Party.

Facility Agreement — Execution Version

18.6		Insolvency proceedings

18.6.1		Any corporate action, legal proceedings or other procedure or step is taken in relation to:

	(a)		the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or any GLS Recourse Party other than a solvent liquidation or reorganisation of any Obligor or any GLS Recourse Party;

	(b)		a composition, compromise, assignment or arrangement with any creditor of any Obligor or any GLS Recourse Party;

	(c)		the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor or any GLS Recourse Party or any of their respective assets; or

	(d)		enforcement of any Security over any assets of any Obligor or any GLS Recourse Party,

		or any analogous procedure or step is taken in any jurisdiction.

18.6.2		No Event of Default will occur under clause 18.6.1 if:

	(a)		the relevant legal proceedings or procedure is taken by a person who is not an Obligor or a GLS Recourse Party; and

	(b)		the Borrower demonstrates to the Facility Agent that the relevant legal proceedings or procedure is without merit and is being diligently contested in good faith and on reasonable grounds; and

	(c)		the legal proceedings or procedure is dismissed or reversed within thirty (30) days.

18.7		Creditors’ process

18.7.1		Any expropriation, attachment, sequestration, distress or execution (each aDistress) affects any asset or assets of any Obligor or any GLS Recourse Party.

18.7.2		No Event of Default will occur under clause 18.7.1 if:

	(a)		the Distress is levied by a person who is not an Obligor or a GLS Recourse Party; and

	(b)		the Borrower demonstrates to the Facility Agent that the Distress is without merit and is being diligently contested in good faith and on reasonable grounds; and

	(c)		the Distress is dismissed or reversed within thirty (30) days.

18.8		Examinership

		In relation to any member of the Group which may become subject to Irish examinership, an examiner is appointed or any corporate action, legal proceedings or other procedure or step is taken under or in contemplation of examinership in relation to:

18.8.1		the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of that member of the Group;

18.8.2		a composition, compromise, assignment or arrangement with any creditor of that member of the Group;

Facility Agreement — Execution Version

18.8.3		the appointment of a liquidator, receiver, examiner or other similar officer in respect of that member of the Group; or

18.8.4		enforcement of any Security over any assets of that member of the Group.

18.9		Ownership of the Obligors

		A Lessor or an Owner is not or ceases to be a direct wholly-owned Subsidiary of the Borrower or the Borrower ceases to be a direct wholly-owned Subsidiary of the Principal Guarantor.

18.10		Repudiation

		An Obligor repudiates a Facility Document or the Servicing Agreement or evidences an intention to repudiate a Facility Document or the Servicing Agreement.

18.11		COMI and Centre of Administration

		The COMI and/or the Centre of Administration of the Borrower or any Owner at any time is not or ceases to be Ireland unless prior to that cessation additional security (which may include local law mortgages over all relevant Aircraft) satisfactory to the Security Trustee (acting reasonably) has been entered into and perfected in all relevant jurisdictions.

18.12		Servicer Payments

18.12.1		The Facility Agent or the Security Trustee receives a notice that any amount from time to time payable by the Borrower to the Servicer under the Servicing Agreement is more than five (5) days overdue.

18.12.2		No Event of Default will occur under this clause 18.12 if the aggregate amount of overdue payments is less than two hundred and fifty thousand Dollars ($250,000) (or its equivalent in any other currency or currencies).

18.13		Security

		Any Security other than Permitted Security arises or is created over or with respect to any of the assets, interests and rights over which Security is created by the Facility Documents by or through or as a result of any act or omission of a Borrower Party.

18.14		Acceleration

		On and at any time after the occurrence of an Event of Default which is continuing, the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

18.14.1		cancel the Total Commitments whereupon they and each Lender’s Commitment shall immediately be cancelled; and/or

18.14.2		declare that all or part of the Loans, together with accrued interest, any amounts payable under clauses 10.4 and/or 14.2 and all other amounts accrued or outstanding under the Facility Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

18.14.3		declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or

18.14.4		exercise and/or enforce and/or direct the Security Trustee to exercise and/or enforce all or any of the rights of the Beneficiaries or any of them under and pursuant to the General Security Documents, the Aircraft Security Documents and the other Facility Documents.

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19		Representations

		Each Initial Obligor makes the representations and warranties set out in this clause 19 to each Finance Party on the date of this Agreement and each other Obligor makes the representations and warranties set out in this clause 19 to each Finance Party on the date of the Accession Deed to which it is a party.

19.1		Status

19.1.1		It is a company, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

19.1.2		It has the power to own its assets and carry on its business as it is being conducted.

19.2		Binding obligations

		The obligations expressed to be assumed by it in each Facility Document to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to clause 4, legal, valid, binding and enforceable obligations.

19.3		Non-conflict with other obligations

		The entry into and performance by it of, and the transactions contemplated by, the Facility Documents to which it is a party do not and will not conflict with:

19.3.1		any law or regulation applicable to it;

19.3.2		its constitutional documents; or

19.3.3		any agreement or instrument binding upon it or any of its assets.

19.4		Power and authority

		It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Facility Documents to which it is a party and the transactions contemplated by those Facility Documents.

19.5		Validity and admissibility in evidence

		All Authorisations required or desirable:

19.5.1		in connection with the entry into, performance, validity and enforceability of the Facility Documents to which it is a party;

19.5.2		to establish, perfect or protect the rights and interests of the Finance Parties in the Aircraft and under the Facility Documents; and

19.5.3		to make the Facility Documents to which it is a party admissible in evidence in its jurisdiction of incorporation and its COMI,

		have been obtained or effected and are in full force and effect, except registration of the Aircraft Mortgage for each Aircraft with the Aviation Authority for that Aircraft if and for so long as that Aircraft Mortgage constitutes and is registered as an international interest under and for the purposes of the Cape Town Convention.

19.6		Governing law and enforcement

19.6.1		The choice of:

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	(a)		New York law as the governing law of the Servicing Agreement and the Management Agreement;

	(b)		Bermuda law and Irish law respectively as the governing law of the Share Charges;

	(c)		Irish law as the governing law of the Aircraft Mortgages;

	(d)		German law as the governing law of the Accounts Pledge;

	(e)		Utah law and Connecticut law respectively as the governing law of the Trust Agreements;

	(f)		English law as the governing law of the other Facility Documents,

		will (in each case) be recognised and enforced in its jurisdiction of incorporation and its COMI.

19.6.2		Any judgment obtained in England in relation to a Facility Document will be recognised and enforced in its jurisdiction of incorporation and its COMI.

19.7		Deduction of Tax

		It is not required to make any deduction for or on account of Tax from any payment it may make under any Facility Document.

19.8		No filing or stamp taxes

		Under the law of its jurisdiction of incorporation and its COMI it is not necessary that the Facility Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Facility Documents or the transactions contemplated by the Facility Documents except the filings in respect of certain of the Facility Documents pursuant to Part 3 of Schedule 3 to the Facility Agreement.

19.9		No default

19.9.1		No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

19.9.2		No other event or circumstance is outstanding which constitutes a default on the part of any GLS Recourse Party under any other agreement or instrument which is binding on it or to which its assets are subject which might reasonably be expected to have a Material Adverse Effect.

19.10		No misleading information

		Each document, certificate or statement furnished in writing to any Finance Party by or on behalf of any Obligor in connection with the transactions contemplated by the Facility Documents (including financial information) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading; all forecasts and opinions of any Obligor contained therein were honestly made on reasonable grounds after due and careful inquiry by that Obligor; and there is no fact or circumstance which has not been disclosed by any Obligor to the Facility Agent in writing on or before the date of this Agreement and which (in any of the above cases) might reasonably be expected to have a Material Adverse Effect.

19.11		Financial statements

19.11.1		Its Original Financial Statements were prepared in accordance with US GAAP consistently applied.

19.11.2		Its Original Financial Statements fairly represent its financial condition and operations (consolidated in the case of the Principal Guarantor) during the relevant financial year.

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19.11.3		There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group, in the case of the Principal Guarantor) since the date of its Original Financial Statements.

19.12		Pari passu ranking

		Its payment obligations under the Facility Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.13		No proceedings pending or threatened

		No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any GLS Recourse Party.

19.14		Title to Aircraft

		With respect to each Aircraft, the Owner for that Aircraft is or will on the Utilisation Date for the Loan for that Aircraft be the sole legal and beneficial owner of that Aircraft or, if that Aircraft is subject to an owner trust structure, the Owner Trustee for that Aircraft is or will on the Utilisation Date for the Loan for that Aircraft be the sole legal owner of that Aircraft and the Owner is or will on the Utilisation Date for the Loan for that Aircraft be the sole beneficial owner of that Aircraft and, in each case, such title is or will on the Utilisation Date for that Loan be free from all Security other than Permitted Security.

19.15		COMI and Centre of Administration

		Each of the COMI and the Centre of Administration of the Borrower and each Initial Owner is Ireland and neither the Borrower nor any Initial Owner carries on any business from premises in Bermuda at which staff are employed and/or salaries and/or other expenses are paid.

19.16		Aircraft Documents

		The only Aircraft Documents are those listed in Schedule 6 to the DPP.

19.17		Repetition

		All of the representations and warranties in this clause 19 are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request and on each Utilisation Date. The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the first day of each Interest Period.

19.18		No prejudice

		The rights and remedies of each of the Finance Parties in relation to any misrepresentation or breach of warranty on the part of any Borrower Party under any Facility Document shall not be prejudiced by any investigation by or on behalf of any of the Finance Parties into the affairs of any Borrower Party, by the performance of any of the Transaction Documents or by any other act or thing which may be done by it in connection with the Transaction Documents and which would, in the absence of this clause 19.8, prejudice such rights and remedies.

20		Information undertakings

		The undertakings in this clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Facility Documents or any Commitment is in force.

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20.1		Financial statements

		The Principal Guarantor shall supply to the Facility Agent in sufficient copies for all the Lenders:

20.1.1		as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years:

	(a)		its audited consolidated financial statements for that financial year; and

	(b)		the audited financial statements of each other Obligor for that financial year; and

20.1.2		as soon as the same become available, but in any event within ninety (90) days after the end of each quarter of each of its financial years, its consolidated financial statements for that financial quarter.

20.2		Requirements as to financial statements

20.2.1		Each set of financial statements delivered by the Principal Guarantor pursuant to clause 20.1 shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

20.2.2		Each set of financial statements of an Obligor delivered pursuant to clause 20.1 shall be prepared using US GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, that Obligor notifies the Facility Agent (which notification may be contained in the relevant financial statements) that there has been a change in US GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of that Obligor) and delivers to the Facility Agent a description of any change necessary for those financial statements to reflect the US GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

20.3		Notification of Default, Mandatory Prepayment Event and Insolvency Event

20.3.1		Each Obligor shall notify the Facility Agent of any Event of Default and any Mandatory Prepayment Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

20.3.2		Each Obligor shall notify the Facility Agent of any Insolvency Event in relation to any Borrower Party or any GLS Recourse Party (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

20.4		Know your customer checks

20.4.1		If:

	(a)		the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

	(b)		any change in the identity, status or shareholders of an Obligor after the date of this Agreement; or

	(c)		a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

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		obliges the Facility Agent or any Lender (or, in the case of paragraph (c) above, any prospective new Lender) to comply with know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all Applicable Laws pursuant to the transactions contemplated in the Facility Documents.

20.4.2		Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all Applicable Laws pursuant to the transactions contemplated in the Facility Documents.

21		General undertakings

		The undertakings in this clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Facility Documents or any Commitment is in force.

21.1		Authorisations

		Each Obligor shall promptly:

21.1.1		obtain, comply with and do all that is necessary to maintain in full force and effect; and

21.1.2		supply certified copies to the Facility Agent of

		any Authorisation required under any law or regulation of its jurisdiction of incorporation or its COMI to enable it to perform its obligations under the Facility Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation or its COMI of any Facility Document, except registration of the Aircraft Mortgage for an Aircraft with the Aviation Authority for that Aircraft if and for so long as that Aircraft Mortgage constitutes and is registered as an international interest under and for the purposes of the Cape Town Convention.

21.2		Compliance with laws

		Each Obligor shall comply in all respects with all Applicable Law if failure so to comply would materially impair its ability to perform its obligations under the Facility Documents.

21.3		Corporate existence

		Each Obligor shall preserve its corporate existence.

21.4		Principal Guarantor

		The Principal Guarantor shall not:

21.4.1		suspend or cease or threaten to suspend or cease to carry on all or a substantial part of its business;

21.4.2		make any substantial change in the nature of the business in which it is engaged;

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21.4.3		either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer or otherwise dispose of all or a substantial part of its property or assets; or

21.4.4		enter into any amalgamation, demerger, merger or corporate reconstruction unless the surviving entity has assumed all of the obligations of the Principal Guarantor under the Facility Documents and the financial condition of that surviving entity is not materially worse than the financial condition of the Principal Guarantor immediately prior to such amalgamation, demerger, merger or corporate reconstruction (as applicable).

21.5		Borrower, Lessors and Owners

		Subject to clause 5 of the DPP, neither the Borrower nor any Lessor nor any Owner shall:

21.5.1		undertake any trading or business activities other than the ownership and leasing of the Aircraft and directly related activities;

21.5.2		enter into any agreement, instrument or arrangement (whether or not recorded in writing) with any person or otherwise create or incur any liability or indebtedness to any person other than:

	(a)		pursuant to or as permitted or expressly contemplated by the Facility Documents;

	(b)		such agreements, instruments and arrangements with respect to Taxes, ordinary operating costs and expenses, legal fees and disbursements and overhead expenses as have arisen or may arise in the ordinary course of carrying on its business as referred to in paragraph (a) above; and

	(c)		loans between Obligors which are in all respects subject to clauses 18 and 19 of the DPP;

21.5.3		take on lease, purchase or otherwise acquire, or agree to do so, any asset from any person other than the Aircraft; provided that each Owner shall be entitled to receive title to any engine or part in replacement of, or in addition to, any Engine or Part pursuant to any Operating Lease;

21.5.4		make any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability whether actual or contingent in respect of any obligation of any other person, except as may be required pursuant to the terms of the Facility Documents other than loans between Obligors which are in all respects subject to clauses 18 and 19 of the DPP;

21.5.5		issue any further shares or alter any rights attaching to its issued shares in existence at the date hereof;

21.5.6		enter into any contract for service or contract of employment with any contractor, officers, secondees, servants, agents or employees other than the Servicing Agreement and the Management Agreement;

21.5.7		create or permit to subsist any Security other than Permitted Security over any of its assets;

21.5.8		other pursuant to an Approved Change in Structure, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset;

21.5.9		other pursuant to an Approved Change in Structure, enter into any amalgamation, demerger, merger or corporate reconstruction;

21.5.10		other pursuant to an Approved Change in Structure, create or acquire any Subsidiary;

21.5.11		at any time hold any bank account other than the Collection Account and the Liquidity Reserve Account.

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21.6		Hedging Policy

21.6.1		The Borrower shall comply with the Hedging Policy and shall enter into such Approved Hedging Agreements as may from time to time be required to ensure compliance with the Hedging Policy.

21.6.2		If and whenever the Borrower enters into an Approved Hedging Agreement, the Borrower shall execute, procure the execution by the Approved Hedging Provider of and deliver to the Facility Agent:

	(a)		the Additional Hedging Assignment for that Approved Hedging Agreement;

	(b)		the Additional Hedging Provider Notice and Acknowledgment for that Approved Hedging Agreement; and

	(c)		such documents and other evidence in connection with that Additional Hedging Assignment and that Additional Hedging Provider Notice and Acknowledgment as the Facility Agent may reasonably require:

21.7		Management Agreement

		Each of the Manager and the Shareholders shall comply with their respective obligations under the Management Agreement and shall procure that if for any reason it is terminated or expires it shall immediately be replaced by an equivalent corporate administration agreement in the Agreed Form and between the same parties.

21.8		Performance by Obligors

21.8.1		The Principal Guarantor further undertakes with each of the Finance Parties that it will procure that each other Obligor will duly and punctually perform all of its obligations under the Transaction Documents to which it is a party.

21.8.2		Each Obligor further undertakes with each of the Finance Parties that it will duly and punctually perform all of its obligations under the Transaction Documents.

21.9		Servicer Payments

		Without prejudice to the generality of clause 21.8, the Borrower undertakes with each of the Finance Parties that it will pay to the Servicer, immediately following a demand by the Security Trustee, amounts equal to each amount from time to time:

21.9.1		notified by the Servicer to the Facility Agent and/or the Security Trustee as being due and payable but unpaid to the Servicer by any Obligor; and/or

21.9.2		claimed by the Servicer as being due for application to it pursuant to clause 8 of the DPP,

		in each case, unless and to the extent that the Borrower has evidenced to the satisfaction of the Security Trustee that the relevant amount is being diligently contested in good faith and on reasonable grounds by the Borrower.

21.10		Explanation in relation to Servicer Payments

		If any Servicer Report indicates that any amount is or has been due and payable but unpaid to the Servicer by any Obligor, the Borrower shall, at the same time that the Borrower forwards a copy of that Servicer Report to the Facility Agent pursuant to clause 7.4 of the DPP, either confirm to the Facility Agent that the relevant amount has now been paid in full to the Servicer or, if it has not, provide to the Facility Agent a reasonably detailed written explanation of why the relevant amount has not been paid in full to the Servicer.

21.11		Aircraft receivables

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		Each Obligor further undertakes with each of the Finance Parties that it will procure that all amounts from time to time received or receivable by it or any other Borrower Party under or pursuant to any of the Aircraft Documents or otherwise in connection with any of the Aircraft are paid into the Collection Account. Each Lessor and each Owner further undertakes with each of the Finance Parties that it will procure that all other amounts of any nature or source whatsoever from time to time received or receivable by it are paid into the Collection Account.

21.12		Subrogation rights of Borrower under Servicing Agreement

		The Borrower further undertakes with each of the Finance Parties that it will:

21.12.1		not waive all or any of its rights pursuant to Section 11.06 of the Servicing Agreement (Subrogation Rights);

21.12.2		not otherwise take any action which would reasonably be expected to prejudice all or any of its Subrogation Rights;

21.12.3		take all action from time to time reasonably requested by the Security Trustee to preserve its Subrogation Rights;

21.12.4		apply all amounts received by it pursuant to its Subrogation Rights in accordance with clause 8.4.3 of the DPP or in or towards discharge of the corresponding Servicer Payments.

21.13		No waiver of liability

		For the avoidance of doubt, the Finance Parties do not waive any rights against any Obligor notwithstanding the terms of section 3.04 of the Servicing Agreement, subject to the other provisions of the Facility Documents.

22		Changes to the Lenders

22.1		Assignments and transfers by the Lenders

		Subject to this clause 22, a Lender (theExisting Lender) may:

22.1.1		assign any of its rights; or

22.1.2		transfer by novation any of its rights and obligations,

		to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (theNew Lender). An Existing Lender must assign or transfer to the New Lender the same percentage of its participation in each of the Loans.

22.2		Conditions of assignment or transfer

22.2.1		If an Existing Lender proposes to assign any of its rights or transfer by novation any of its rights and obligations to a New Lender, other than a New Lender which is already a Lender or is an Affiliate of a Lender, the Existing Lender shall consult in good faith with the Borrower in relation to the proposed assignment or transfer but no consent of the Borrower (or of any other Party) to that assignment or transfer shall be required. Without prejudice to the preceding sentence, each Existing Lender undertakes (as an independent undertaking and not as a condition to transfer) that it will not unreasonably disregard the Borrower’s reasonable objections to a proposed New Lender.

22.2.2		An assignment will only be effective on:

(a)

receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same

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			obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

	(b)		performance by the Facility Agent of all necessary know your customer or other similar checks under all Applicable Laws in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

22.2.3		A transfer will only be effective if the procedure set out in clause 22.5 is complied with.

22.2.4		If:

	(a)		a Lender assigns or transfers any of its rights or obligations under the Facility Documents or changes its Facility Office; and

	(b)		as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under clause 12 or clause 13,

		then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

22.3		Assignment or transfer fee

		The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of two thousand Dollars ($2,000).

22.4		Limitation of responsibility of Existing Lenders and Arrangers

22.4.1		Unless expressly agreed to the contrary, neither an Existing Lender nor an Arranger makes any representation or warranty and assumes no responsibility to a New Lender for:

	(a)		the legality, validity, effectiveness, adequacy or enforceability of the Facility Documents or any other documents;

	(b)		the financial condition of any Obligor;

	(c)		the performance and observance by any Obligor of its obligations under the Facility Documents or any other documents;

	(d)		the application of any Basel 2 Regulation to the transactions contemplated by the Facility Documents; or

	(e)		the accuracy of any statements (whether written or oral) made in or in connection with any Facility Document or any other document,

		and any representations or warranties implied by law are excluded.

22.4.2		Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(a)

has made (and shall continue to make) its own independent investigation and assessment of:

	(i)		the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement ; and

	(ii)		the application of any relevant Basel 2 Regulation to the transactions contemplated by the Facility Documents,

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			and has not relied exclusively on any information provided to it by the Existing Lender or any Arranger in connection with any Facility Document;

	(b)		will continue to make its own independent appraisal of:

	(i)		the creditworthiness of the Obligors and their related entities; and

	(ii)		the application of any Basel 2 Regulation to the transactions contemplated by the Facility Documents; and

(c)

will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities whilst any amount is or may be outstanding under the Facility Documents or any Commitment is in force.

22.4.3

Nothing in any Facility Document obliges an Existing Lender to:

	(a)		accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 22; or

	(b)		support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Facility Documents or by reason of the application of any Basel 2 Regulation to the transactions contemplated by the Facility Documents or otherwise.

22.5		Procedure for transfer

22.5.1		Subject to the conditions set out in clause 22.2, a transfer is effected in accordance with clause 22.5.3 when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to clause 22.5.2, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. The Obligors and the other Finance Parties irrevocably authorise the Facility Agent to execute any Transfer Certificate on their behalf, without any consultation with them.

22.5.2		The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary know your customer or other similar checks under all Applicable Laws in relation to the transfer to such New Lender.

22.5.3		On the Transfer Date:

	(a)		to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Facility Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Facility Documents and their respective rights against one another under the Facility Documents shall be cancelled (being theDischarged Rights and Obligations);

	(b)		each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

	(c)		the Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Facility Documents; and

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(d)

the New Lender shall become a Party as aLender.

22.6		Copy of Transfer Certificate to Borrower

		The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

22.7		Disclosure of information

		Any Lender may disclose to any of its Affiliates and any other person:

22.7.1		to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

22.7.2		with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor; or

22.7.3		to whom, and to the extent that, information is required to be disclosed by any Applicable Law

		any information about any Obligor, the Group and the Facility Documents as that Lender shall consider appropriate.

23		Assignments and transfer by Obligors

		No Obligor may assign any of its rights or transfer any of its rights or obligations under the Facility Documents.

24		Role of the Facility Agent and the Representatives

24.1		Appointment of the Facility Agent

24.1.1		Each other Finance Party appoints the Facility Agent to act as its agent under and in connection with the Facility Documents.

24.1.2		Each other Finance Party authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Facility Documents together with any other incidental rights, powers, authorities and discretions.

24.2		Duties of the Facility Agent

24.2.1		The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

24.2.2		Except where a Facility Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

24.2.3		If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

24.2.4		If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent or an Arranger) under this Agreement, it shall promptly notify the other Finance Parties.

24.2.5		The Facility Agent’s duties under the Facility Documents are solely mechanical and administrative in nature.

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24.3		Role of the Arrangers

		Except as specifically provided in the Facility Documents, no Arranger has any obligations of any kind to any other Party under or in connection with any Facility Document.

24.4		No fiduciary duties

24.4.1		Nothing in this Agreement constitutes any Representative as a trustee or fiduciary of any other person.

24.4.2		No Representative shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

24.5		Business with the Group

		Each Representative may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

24.6		Rights and discretions of the Facility Agent

24.6.1		The Facility Agent may rely on:

	(a)		any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

	(b)		any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

24.6.2

The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

	(a)		no Default has occurred (unless it has actual knowledge of a Default arising under clause 18);

	(b)		any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

	(c)		any notice or request made by the Borrower is made on behalf of and with the consent and knowledge of all the Obligors.

24.6.3		The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

24.6.4		The Facility Agent may act in relation to the Facility Documents through its personnel and agents.

24.6.5		The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

24.6.6		Notwithstanding any other provision of any Facility Document to the contrary, no Representative is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

24.7		Responsibility for documentation

		No Representative is responsible:

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24.7.1		for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by a Representative, an Obligor or any other person in or in connection with any Facility Document; or

24.7.2		for the legality, validity, effectiveness, adequacy or enforceability of any Facility Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Facility Document; or

24.7.3		for the application of any Basel 2 Regulation to the transactions contemplated by the Facility Documents.

24.8		Exclusion of liability

24.8.1		Without limiting clause 24.8.2, the Facility Agent will not be liable for any action taken by it under or in connection with any Facility Document, unless directly caused by its gross negligence or wilful misconduct.

24.8.2		No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Facility Document.

24.8.3		The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Facility Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

24.8.4		Nothing in this Agreement shall oblige any Representative to carry out any know your customer or other checks in relation to any person on behalf of any Lender and each Lender confirms to each Representative that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by any Representative.

24.9		Lenders’ indemnity to the Facility Agent

		Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) in acting as Facility Agent under the Facility Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Facility Document).

24.10		Resignation of the Facility Agent

24.10.1		The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

24.10.2		Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Facility Agent.

24.10.3		If the Majority Lenders have not appointed a successor Facility Agent in accordance with clause 24.10.2 within thirty (30) days after notice of resignation was given, the Facility Agent (after consultation with the Borrower) may appoint a successor Facility Agent.

24.10.4		The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may

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		reasonably request for the purposes of performing its functions as Facility Agent under the Facility Documents.

24.10.5		The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.

24.10.6		Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Facility Documents but shall remain entitled to the benefit of this clause 24. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

24.10.7		After consultation with the Borrower, the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with clause 24.10.2. In this event, the Facility Agent shall resign in accordance with clause 24.10.2.

24.11		Confidentiality

24.11.1		In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

24.11.2		If information is received by another division or department of the Facility Agent, it may be treated as confidential to that division or department and the Facility Agent shall not be deemed to have notice of it.

24.12		Relationship with the Lenders

24.12.1		The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

24.12.2		Each Lender shall supply the Facility Agent with any information required by the Facility Agent in order to calculate the Mandatory Cost in accordance with Schedule 5.

24.13		Credit appraisal by the Lenders

		Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Facility Document, each Lender confirms to each Representative that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Facility Document including but not limited to:

24.13.1		the financial condition, status and nature of each member of the Group and each Obligor;

24.13.2		the legality, validity, effectiveness, adequacy or enforceability of any Facility Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Facility Document;

24.13.3		the application of any Basel 2 Regulation to the transactions contemplated by the Facility Documents;

24.13.4		whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Facility Document, the transactions contemplated by the Facility Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Facility Document; and

Facility Agreement — Execution Version

24.13.5

the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, any Party or by any other person under or in connection with any Facility Document, the transactions contemplated by the Facility Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Facility Document.

24.14		Reference Banks

		If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

24.15		Facility Agent’s management time

		At any time when an Event of Default has occurred and in continuing, any amount payable to the Facility Agent under clause 14.3, clause 16 and clause 24.9 shall include the cost of utilising the Facility Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Facility Agent under clause 11. Amounts payable under this clause 24.15 shall be recoverable by the Facility Agent under clause 8.1.5 of the DPP.

24.16		Deduction from amounts payable by the Facility Agent

		If any Party owes an amount to the Facility Agent under the Facility Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Facility Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Facility Documents that Party shall be regarded as having received any amount so deducted.

25		Conduct of business by the Finance Parties

		No provision of this Agreement will:

25.1		interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

25.2		oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

25.3		oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

26		Payment mechanics

26.1		Payments to the Facility Agent

26.1.1		On each date on which an Obligor or a Lender is required to make a payment under a Facility Document, that Obligor or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Facility Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

26.1.2		Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Facility Agent specifies.

Facility Agreement — Execution Version

26.2		Distributions by the Facility Agent

		Each payment received by the Facility Agent under the Facility Documents for another Party shall, subject to clause 26.3 and clause 26.4 and to the provisions of the DPP, be made available by the Facility Agent promptly following receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency.

26.3		Distributions to an Obligor

		Subject to the provisions of the DPP, the Facility Agent may apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Facility Documents or in or towards purchase of any amount of any currency to be so applied.

26.4		Clawback

26.4.1		Where a sum is to be paid to the Facility Agent under the Facility Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

26.4.2		If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

26.5		Applications

		All amounts received by the Finance Parties or any of them under the Facility Documents shall be applied in accordance with the relevant provisions of the DPP.

26.6		No set-off by Obligors

		All payments to be made by an Obligor under the Facility Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

26.7		Business Days

26.7.1		Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

26.7.2		During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

26.8		Currency of account

26.8.1		Subject to clauses 26.8.2 and 26.8.3, Dollars is the currency of account and payment for any sum due from an Obligor under any Facility Document.

26.8.2		Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

Facility Agreement — Execution Version

26.8.3		Any amount expressed to be payable in a currency other than Dollars shall be paid in that other currency.

26.9		Change of currency

26.9.1		Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

	(a)		any reference in the Facility Documents to, and any obligations arising under the Facility Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and

	(b)		any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

26.9.2		If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

27		Set-off

		Subject always to the provisions of the DPP, a Finance Party may set off any matured obligation due from an Obligor under the Facility Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

28		Calculations and certificates

28.1		Accounts

		In any litigation or arbitration proceedings arising out of or in connection with a Facility Document, the entries made in the accounts maintained by a Finance Party areprima facie evidence of the matters to which they relate.

28.2		Certificates and determinations

		Any certification or determination by a Finance Party of a rate or amount under any Facility Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

28.3		Day count convention

		Any interest, commission or fee accruing under a Facility Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

29		Partial invalidity

		If, at any time, any provision of the Facility Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

Facility Agreement — Execution Version

30		Remedies and waivers

		No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Facility Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

31		Counterparts

		Each Facility Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Facility Document.

32		Notices

		Any communication to be made under or in connection with the Facility Documents shall be made in accordance with clause 22 of the DPP.

33		Governing law

		This Agreement is governed by English law.

34		Enforcement

34.1		Jurisdiction

34.1.1		The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (aDispute).

34.1.2		The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

34.1.3		This clause 34.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

34.2		Service of process

		Without prejudice to any other mode of service allowed under any relevant law, each Obligor:

34.2.1		irrevocably appoints Freshfields Bruckhaus Deringer LLP at its registered office for the time being (presently of 65 Fleet Street, London EC4Y 1HS, England) as its agent for service of process in relation to any proceedings before the English courts in connection with any Facility Document; and

34.2.2		agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

THIS AGREEMENThas been entered into on the date stated at the beginning of this Agreement.

Facility Agreement — Execution Version

The Obligors

Part 1
Borrower


Name and registered office of Borrower		Registration number
Genesis Portfolio Funding I Limited		EC 41928

Clarendon House

2 Church Street

Hamilton HM 11
Bermuda

Part 2
Principal Guarantor


Name and registered office of Principal
Guarantor		Registration number
Genesis Lease Limited		EC 38695

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Part 3
Initial Owners


Name and registered office of Initial Owners	Registration
	number	Aircraft (by msn)
Lare Leasing Limited	EC 39884		3192

Clarendon House			3227

2 Church Street

Hamilton HM 11

Bermuda

Roselawn Leasing Limited	EC 40596		30050

Clarendon House			32582

Facility Agreement — Execution Version


	Registration
Name and registered office of Initial Owners	number	Aircraft (by msn)
2 Church Street			28654

Hamilton HM 11			1136

Bermuda			1155

			1965
			1609
			1493
Ross Leasing Limited	EC 39885		3183

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Part 4
Initial Lessors


	Registration
Name and registered office of Initial Lessors	number	Aircraft
Lare Leasing Limited	EC 39884		3192

Clarendon House			3227

2 Church Street

Hamilton HM 11

Bermuda

Roselawn Leasing Limited	EC 40596		32582

Clarendon House			28654

2 Church Street			1136

Hamilton HM 11			1155

Bermuda			1965

			1609

			1493

Ross Leasing Limited	EC 39885		3183

Clarendon House

Facility Agreement—Execution Version


	Registration
Name and registered office of Initial Lessors	number	Aircraft
2 Church Street

Hamilton HM 11

Bermuda

Castletroy Leasing Limited	445403		30050

4450 Atlantic Avenue

Westpark

Shannon

Co. Clare

Ireland

Part 5
Initial Owner Trustees



Name and principal place of business of Initial Owner Trustees	Aircraft
Wells Fargo Bank Northwest, National Association		30050

299 South Main, 12th Floor		32582

Salt Lake City		28654

Utah 84111		1136

United States of America		1155

		1965

		1609

		1493

Facility Agreement—Execution Version

The Original Lenders


Name of Original Lender		Commitment ($)
DVB Bank AG		62,500,000

HSH Nordbank AG		93,750,000

KFW IPEX-BANK GmbH		93,750,000

Facility Agreement—Execution Version

Conditions Precedent

Part 1
Conditions precedent to any Utilisation

Facility Documents

	(a)		A duly executed original of each of the Facility Documents other than the Share Charges and the Aircraft Security Documents.

	(b)		A duly executed original of the Share Charge for the Borrower.

	(c)		A duly executed original of the Management Agreement.

	(d)		A duly executed original of the Servicing Agreement.

	(e)		Duly executed originals of the following documents referred to in the Share Charge for the Borrower:

	(1)		undated share transfers;

	(2)		share certificates (or other evidence of ownership);

	(3)		certified copy of the share register (confirming that the Security Trustee is registered owner);

	(4)		undertaking by the Borrower to register transfers;

	(5)		director and secretary letters of resignation and release (signed but undated) together with letters of authority to date the same;

	(6)		undated irrevocable proxy in respect of the shares in the Borrower signed by the Principal Guarantor.

		The documents referred to in this paragraph 1 are theInitial Utilisation Documents.

2		Corporate documents

	(a)		A copy of the constitutional documents of each Initial Obligor.

	(b)		A copy of a resolution of the board of directors of each Initial Obligor:

	(i)		approving the terms of and the transactions contemplated by the Initial Utilisation Documents to which it is a party and resolving that it execute the Initial Utilisation Documents to which it is a party;

	(ii)		authorising a specified person or persons to execute the Initial Utilisation Documents to which it is a party on its behalf; and

	(iii)		authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Initial Utilisation Documents to which it is a party.

(c)

A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

Facility Agreement—Execution Version

	(d)		If required, a copy of a resolution signed by all the holders of the issued shares in each Initial Obligor approving the terms of and the transactions contemplated by the Initial Utilisation Documents to which it is a party.

	(e)		A certificate of each Initial Obligor signed by a director confirming that borrowing or guaranteeing (as applicable) the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Initial Obligor to be exceeded.

	(f)		A certificate of an authorised signatory of each Initial Obligor certifying that each document specified in this Part 1 of Schedule 3 to which it is a party is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

Legal opinions

	(a)		A legal opinion of Norton Rose, legal advisers to the Representatives in England, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

	(b)		A legal opinion of A&L Goodbody, legal advisers to the Borrower in Ireland, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

	(c)		A legal opinion of Conyers, Dill & Pearman, legal advisers to the Representatives in Bermuda, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

	(d)		A legal opinion of Fulbright & Jaworski, legal advisers to the Representatives in New York, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

	(e)		A legal opinion of Norton Rose LLP, legal advisers to the Representatives in Germany, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

	(f)		A memorandum of A&L Goodbody, legal advisers to the Borrower in Ireland, concerning the Cape Town Convention and related insolvency issues, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

Other documents and evidence

	(a)		Evidence that the process agent referred to in clause 34.2 has accepted its appointment and that any process agent referred to in any Initial Utilisation Document has accepted its appointment.

	(b)		There is no evidence that any other Security exists in relation to any of the assets, interests and rights over which Security is created by the Initial Utilisation Documents.

	(c)		Evidence that the Borrower, each Lessor and each Owner has been registered as a foreign company with the Irish CRO.

	(d)		A copy of any other Authorisation or other document, opinion or assurance (other than those referred to in Part 3 of this Schedule 3) which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Initial Utilisation Document or for the validity and enforceability of any Initial Utilisation Document.

	(e)		The Original Financial Statements of each Obligor.

	(f)		Completion by all Original Lenders of all relevant due diligence and know your customer requirements (including compliance with money laundering and anti-terrorism information

Facility Agreement—Execution Version

			requirements), including in respect of each Obligor and each person that will become an Additional Obligor on or about the first Utilisation Date.

	(g)		The Initial Appraisal for each Aircraft.

	(h)		Evidence that the Liquidity Reserve Account has been opened and that the amount of five million Dollars ($5,000,000) has been deposited in the Liquidity Reserve Account.

	(i)		Evidence that the Collection Account has been opened and that the amount of one Dollar ($1) has been deposited in the Collection Account.

	(j)		Confirmation that the Initial Hedging Provider has entered into novation agreements with each of Citibank, N.A. and Wachovia, N.A. in respect of the back-to-back hedging (in aggregate) of the confirmation comprised in the Initial Hedging Agreement, and that such novations will be effective on the first Utilisation Date.

Facility Agreement—Execution Version

Part 2
Conditions precedent to each Utilisation for an Aircraft

Facility Documents

	(a)		A duly executed original of the Utilisation Notice for the Loan for that Aircraft.

	(b)		With respect to each of the Initial Lessor for that Aircraft and the Initial Owner for that Aircraft (if different), a duly completed and executed original Accession Deed.

	(c)		A duly executed original of the instrument of transfer for each of the Initial Lessor for that Aircraft and the Initial Owner for that Aircraft (if different) pursuant to which the Lessor Seller transfers all of the shares in that Initial Lessor or that Initial Owner (as applicable) to the Borrower.

	(d)		A duly executed original of the Share Charge for the Initial Lessor for that Aircraft and a duly executed original of the Share Charge for the Initial Owner for that Aircraft (if different).

	(f)		Duly executed originals of the following documents referred to in the Share Charge for the Initial Lessor for that Aircraft and the Share Charge for the Initial Owner for that Aircraft (if different):

	(1)		undated share transfers;

	(2)		share certificates (or other evidence of ownership);

	(3)		certified copy of the share register (confirming that the Security Trustee is registered owner);

	(4)		undertaking by that Initial Lessor or that Initial Owner (as applicable) to register transfers;

	(5)		director and secretary letters of resignation and release (signed but undated) together with letters of authority to date the same;

	(6)		undated irrevocable proxy in respect of the shares in that Initial Lessor or that Initial Owner (as applicable) signed by the Borrower.

(e)

A duly executed original of each of the Aircraft Security Documents for that Aircraft.

		The documents referred to in this paragraph 1 are theAircraft Utilisation Documents.

2		Corporate documents

	(a)		A copy of the constitutional documents of the Initial Lessor for that Aircraft, the Initial Owner for that Aircraft (if different) and the Lessor Seller.

	(b)		A copy of a resolution of the board of directors of the Initial Lessor for that Aircraft, the Initial Owner for that Aircraft (if different) and the Lessor Seller:

	(1)		approving the terms of and the transactions contemplated by the Aircraft Utilisation Documents to which it is a party and resolving that it execute the Aircraft Utilisation Documents to which it is a party;

	(2)		authorising a specified person or persons to execute the Aircraft Utilisation Documents to which it is a party on its behalf; and

Facility Agreement—Execution Version

(3)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Aircraft Utilisation Documents to which it is a party.

	(c)		A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

	(d)		If required, a copy of a resolution signed by all the holders of the issued shares in the Initial Lessor for that Aircraft, the Initial Owner for that Aircraft (if different) and the Lessor Seller approving the terms of and the transactions contemplated by the Aircraft Utilisation Documents to which it is a party.

	(e)		A certificate of the Initial Lessor for that Aircraft and the Initial Owner for that Aircraft (if different) signed by a director confirming that guaranteeing the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Initial Lessor or that Initial Owner (as applicable) to be exceeded.

	(f)		A certificate of an authorised signatory of the Initial Lessor for that Aircraft, the Initial Owner for that Aircraft (if different) and the Lessor Seller certifying that each document specified in this Part 2 of Schedule 3 to which it is a party is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

	(g)		Documents evidence that the Owner Trustee for that Aircraft (if any) has all necessary capacity, power and authority to enter into and perform its obligations under the Aircraft Utilisation Documents to which it is a party.

Legal opinions

	(a)		A legal opinion of Norton Rose, legal advisers to the Representatives in England, substantially in the form distributed to the Original Lenders prior to the proposed Utilisation Date.

	(b)		A legal opinion of A&L Goodbody, legal advisers to the Borrower in Ireland, substantially in the form distributed to the Original Lenders prior to the proposed Utilisation Date.

	(c)		A legal opinion of Conyers, Dill & Pearman, legal advisers to the Representatives in Bermuda, substantially in the form distributed to the Original Lenders prior to the proposed Utilisation Date.

	(d)		A legal opinion of Fulbright & Jaworski, legal advisers to the Representatives in New York, substantially in the form distributed to the Original Lenders prior to the proposed Utilisation Date.

	(e)		If there is an Owner Trustee for that Aircraft and the owner trust arrangements are governed by Utah law, a legal opinion of Ray, Quinney & Nebeker, legal advisers to that Owner Trustee in Utah, substantially in the form distributed to the Original Lenders prior to the proposed Utilisation Date.

	(f)		If there is an Owner Trustee for that Aircraft and the owner trust arrangements are governed by Connecticut law, a legal opinion of Day Pitney, legal advisers to that Owner Trustee in Connecticut, substantially in the form distributed to the Original Lenders prior to the proposed Utilisation Date.

	(g)		With respect to any Aircraft registered with the Federal Aviation Administration of the United States of America (FAA), a legal opinion of Daugherty, Fowler, Peregrin, Haught & Jenson, FAA legal advisers to the Representatives, substantially in the form distributed to the Original Lenders prior to the proposed Utilisation Date.

Cape Town Convention

Facility Agreement—Execution Version

	(a)		Evidence that registration has been effected of the prospective international interests for that Aircraft referred to in paragraph 2 of Schedule 2 to the DPP.

	(b)		If the manufacturer’s serial numbers of the Engines for that Aircraft are, by reason of substitution prior to the Utilisation Date, other than as specified in Schedule 7, the Initial Lessor for that Aircraft and the Initial Owner for that Aircraft shall have entered into a supplement to this Agreement in the Agreed Form which will enable the international interests of the Security Trustee, that Initial Lessor and that Initial Owner in each of those Engines as lessors under leasing agreements and chargee under a security agreement respectively to be registered in accordance with the Cape Town Convention.

Operating Lease requirements

	(a)		All provisions of the Operating Lease for that Aircraft are in compliance with the Operating Lease Requirements.

	(b)		The scheduled expiry date under that Operating Lease falls at least twelve (12) months after the proposed Utilisation Date.

	(c)		No amount payable by the Operator for that Aircraft under that Operating Lease is as at the proposed Utilisation Date overdue for more than thirty (30) consecutive days.

	(d)		No Insolvency Event has occurred and is continuing in relation to that Operator.

Aircraft Documents and evidence

	(a)		A copy of each of the Aircraft Documents for that Aircraft.

	(b)		Copies of all historic bills of sale for the Airframe for that Aircraft and the Engines for that Aircraft.

	(c)		There is no evidence that any of the Aircraft Documents for that Aircraft is not in full force and effect.

	(d)		A copy of the certificate of insurance and broker’s letter of undertaking from the Insurers for that Aircraft evidencing the Insurances for that Aircraft.

	(e)		Copies of the current certificate of registration for that Aircraft, certificate of airworthiness for that Aircraft and air operator’s certificate for the Operator for that Aircraft, in each case, issued by the Aviation Authority for that Aircraft.

	(f)		Evidence that the Aircraft has not suffered a Total Loss and that no event or circumstance has occurred which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Facility Documents or any combination of any of the foregoing) become a Total Loss.

Other documents and evidence

	(a)		Evidence that any process agent referred to in any of the Aircraft Utilisation Documents has accepted its appointment.

	(b)		A copy of each document (if any) evidencing the perfection and/or registration as applicable of the Security (if any) created by the Aircraft Utilisation Documents.

	(c)		There is no evidence that any other Security exists in relation to that Aircraft or any of the other assets, interests and rights over which Security is created by the Aircraft Utilisation Documents.

	(d)		A copy of any other Authorisation or other document, opinion or assurance (other than those referred to in Part 3 of this Schedule 3) which the Facility Agent considers to be

Facility Agreement—Execution Version

			necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any of the Aircraft Utilisation Documents or for the validity and enforceability of any of the Aircraft Utilisation Documents.

	(e)		Evidence that the fees, costs and expenses then due from the Borrower pursuant to clause 11 and clause 16 have been paid or will be paid by the proposed Utilisation Date.

	(f)		A copy of the guarantee assignment between Genesis Acquisition Lease Limited and Roselawn Leasing Limited in respect of MSN 30050 (theGuarantee Assignment).

Facility Agreement-Execution Version

Part 3
Conditions subsequent

	(a)		Perfection and/or registration as applicable of all Security created by the Facility Documents (including the registration of the Aircraft Mortgages in the International Registry) by the latest date permitted by Applicable Law.

	(b)		Evidence of the filing with the Irish CRO of all Facility Documents under which Security is created by or in respect of any Obligor by the latest date permitted by Applicable Law.

	(c)		Evidence of the filing with the Bermuda ROC pursuant to Section 55 of the Bermuda Companies Act 1981 of all Facility Documents under which Security is created by or in respect of any Obligor by the latest date permitted by Applicable Law.

	(d)		Evidence that the identification plates required to be affixed on that Aircraft and the Engines for that Aircraft pursuant to the DPP have been affixed within sixty (60) days after the Utilisation Date for the Loan for that Aircraft or such later date as the Facility Agent may agree.

	(e)		Evidence that Castletroy Leasing Limited has duly signed the Accession Deed and the Security Documents to which it is a party and provided the documents and evidence otherwise required under Part 2 of 0 in connection therewith by 11:59 p.m. CET of the first Utilisation Date and accordingly such documents shall not constitute conditions precedent

	(f)		Copies of (i) assignments of the service life policies in respect of the aircraft with MSN 32582, MSN 28654, MSN 1136, MSN 1155, MSN 1493, MSN 1965 and MSN 30050 to Genesis Lease Limited and (ii) security assignments of the foregoing to the Security Trustee within twenty-one (21) days of the first Utilisation Date.

Facility Agreement-Execution Version

Utilisation Request

From: Genesis Portfolio Funding I Limited

To: HSH Nordbank AG as Facility Agent

Date:

Dear Sirs

Genesis Portfolio Funding I Limited –Facility Agreement
dated [ ] 2008 (Agreement)

1		We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meanings in this Utilisation Request unless given a different meaning in this Utilisation Request.

2		We wish to borrow a Loan on the following terms:


		Proposed Utilisation Date:		[ ] 2008 (or, if that is not a Business Day, the next Business Day)

		Amount:		$[ ] or, if less, the Available Facility or, if less, the Available Amount for the Aircraft described below

		Aircraft:		[describe Aircraft]

3		We confirm that each condition specified in clause 4.3 is satisfied on the date of this Utilisation Request.

4		The proceeds of this Loan should be credited to [account details].

5		This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

Genesis Portfolio Funding I Limited

Facility Agreement — Execution Version

Mandatory Cost Formula

The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

On the first day of each Interest Period (or as soon as possible thereafter) the Facility Agent shall calculate as a percentage rate a rate (theAdditional Cost Rate) for each Lender in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Facility Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Facility Agent. This percentage will be certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Facility Agent as follows:


		Ex 0.01 300		per cent. per annum.

Where:

is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Facility Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Facility Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

For the purposes of this Schedule:

	(a)		Eligible LiabilitiesandSpecial Depositshave the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

	(b)		Fees Rulesmeans the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

	(c)		Fee Tariffsmeans the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

	(d)		Tariff Basehas the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

Facility Agreement — Execution Version

If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

Each Lender shall supply any information required by the Facility Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(e) the jurisdiction of its Facility Office; and

(f) any other information that the Facility Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Facility Agent of any change to the information provided by it pursuant to this paragraph.

The rates of charge of each Reference Bank for the purpose of E above shall be determined by the Facility Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Lender notifies the Facility Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

The Facility Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.

The Facility Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

The Facility Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

Facility Agreement — Execution Version

Form of Transfer Certificate

To: HSH Nordbank AG as Facility Agent

From: [The Existing Lender] (theExisting Lender) and [The New Lender] (theNew Lender)

Dated:

Genesis Portfolio Funding I Limited –Facility Agreement
dated [ ] 2008 (Agreement)

1		We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2		We refer to clause 22.5:

	(a)		The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with clause 22.5.

	(b)		The proposed Transfer Date is [ ].

	(c)		The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 22 of the DPP are set out in the Schedule.

3		The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in clause 22.4.2(b).

4		This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5		This Transfer Certificate is governed by English law.

Facility Agreement — Execution Version

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments,]


[Existing Lender]		[New Lender]

By:		By:

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [ ].

HSH Nordbank AG

By:

Facility Agreement — Execution Version

The Aircraft


		Aircraft
Aircraft	Engines	Manufacturer	Engine Manufacturer
A320-200 msn 3183	IAE V2527-A5 msns V12631 and V12644	Airbus S.A.S.	IAE International Aero Engines AG

A320-200 msn 3192	IAE V2527-A5 msns V12652 and 12654	Airbus S.A.S.	IAE International Aero Engines AG

A320-200 msn 3227	IAE V2527-A5 msns 12679 and 12686	Airbus S.A.S.	IAE International Aero Engines AG

B737-700 msn 32582	CFM56-7B26 msns 888699 and 888702	The Boeing Company	CFM International S.A.

B737-700 msn 28654	CFM56-7B26 msns 889655 and 888639	The Boeing Company	CFM International S.A.

A319-100 msn 1136	CFM56-5B6/P msns 779653 and 779654	Airbus S.A.S.	CFM International S.A.

A319-100 msn 1155	CFM56-5B6/P msns 779665 and 779666	Airbus S.A.S.	CFM International S.A.

A320-200 msn 1493	CFM56-5B4/P msns 575192 and 575193	Airbus S.A.S.	CFM International S.A.

A320-200 msn 1965	CFM56-5B4/P msns 575569 and 575570	Airbus S.A.S.	CFM International S.A.

A320-200 msn 1609	IAE V2527-A5 msns 11089 and 11091	Airbus S.A.S.	IAE International Aero Engines AG

B737-700 msn 30050	CFM56-7B26 msns 876131 and 876132	The Boeing Company	CFM International S.A.


Initial Operator
and Initial Operator	Initial State of	Initial registration	Initial Owner and Initial
Guarantor (if any)	Registration	mark	Lessor (if different)
Deccan Aviation Limited	India	VT-DNX	Ross Leasing Limited

InterGlobe Aviation Limited	India	VT-INK	Lare Leasing Limited

InterGlobe Aviation Limited	India	VT-INL	Lare Leasing Limited

Air Berlin PLC & Co. Luftverkehrs KG	Germany	D-ABBT	Aircraft MSN 32582 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Facility Agreement — Execution Version


Air Berlin PLC & Co. Luftverkehrs KG	Germany	D-ABBS	Aircraft MSN 28654 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Germanwings GmbH	Germany	D-AKNN	Aircraft MSN 1136 Statutory Trust(a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Germanwings GmbH	Germany	D-AKNP	Aircraft MSN 1155 Statutory Trust(a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

LTU Lufttransport-Unternehmen GmbH	Germany	D-ALTD	Aircraft MSN 1493 Statutory Trust(a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
Thomas Cook Airlines Limited (formerly MyTravel Airways Limited)	United Kingdom	G-DHJZ	Wells Fargo Bank Northwest, National Association on trust for Roselawn Leasing Limited

United Air Lines, Inc.	FAA	N484UA	Wells Fargo Bank Northwest, National Association on trust for Roselawn Leasing Limited

VRG Linhas Aereas S.A.	Brazil	PR-VBV	Initial Owner: Wells Fargo Bank Northwest, National Association as owner trustee Initial Lessor:
			Castletroy Leasing Limited

Facility Agreement — Execution Version

The Initial Operating Leases


Airbus A320-232 aircraft with manufacturer’s serial number 3183 and Indian registration mark VT-DNX

Lessor: Ross Leasing Limited
Lessee: Deccan Aviation Limited

1	Aircraft Lease Common Terms Agreement	20/04/07	(1	)	Genesis Acquisition Limited
			(2	)	Deccan Aviation Limited

2	Aircraft Specific Lease Agreement	As of 15/06/07	(1	)	Ross Leasing Limited
			(2	)	Deccan Aviation Limited

Airbus A320-232 aircraft with manufacturer’s serial number 3192 and Indian registration mark VT-INK

Lessor: Lare Leasing Limited
Lessee: InterGlobe Aviation Limited

1	Aircraft Lease Common Terms Agreement	14/06/07	(1	)	Genesis Acquisition Limited
			(2	)	InterGlobe Aviation Limited

2	Aircraft Specific Lease Agreement	As of 04/07/07	(1	)	InterGlobe Aviation Limited
			(2	)	Lare Leasing Limited

Airbus A320-232 aircraft with manufacturer’s serial number 3227 and Indian registration mark VT-INL

Lessor: Lare Leasing Limited
Lessee: InterGlobe Aviation Limited

1	Aircraft Lease Common Terms Agreement	14/06/07	(1	)	Genesis Acquisition Limited
			(2	)	InterGlobe Aviation Limited

2	Aircraft Specific Lease Agreement	As of 04/07/07	(1	)	InterGlobe Aviation Limited
			(2	)	Lare Leasing Limited

Boeing B737-700 aircraft with manufacturer’s serial number 30050 and Brazilian registration mark PR-VBV

Owner: Wells Fargo Bank Northwest, National Association as owner trustee Lessor: Castletroy Leasing Limited

Facility Agreement — Execution Version


Lessee: VRG Linhas Aereas S.A.

1	Aircraft Lease Common Terms Agreement	As of June 6 2008	(1	)	Genesis Acquisition Limited
			(2	)	VRG Linhas Aereas S.A.

2	Aircraft Lease Agreement	As of June 6 2008	(1	)	Castletroy Leasing Limited
			(2	)	VRG Linhas Aereas S.A.

3	Aircraft Lease Amendment Agreement	As of July 29, 2008	(1	)	(1) Castletroy Leasing Limited
			(2	)	(2) VRG Linhas Aereas S.A.

4	Head Lease Agreement	29/07/08	(1	)	Wells Fargo Bank Northwest, National Association
			(2	)	Castletroy Leasing Limited

Airbus A320-200 aircraft with manufacturer’s serial number 1965 and UK registration mark G-DHJZ

Lessor: Wells Fargo Bank Northwest, National Association as owner trustee

Lessee: Thomas Cook Airlines Limited (formerly MyTravel Airways Limited)

1	Aircraft Lease Common Terms Agreement	14/03/01	(1	)	General Electric Capital Corporation
			(2	)	Airtours International Airways Limited

2	Aircraft Specific Lease Agreement	14/03/01	(1	)	General Electric Capital Corporation
			(2	)	Airtours International Airways Limited

3	Letter (Amendment No. 1) (change to Fixed Rent)	28/02/02	(1	)	Airtours International Airways Limited
			(2	)	General Electric Capital Corporation

4	Letter (election to convert deposit to Letter of Credit)	22/03/03	(1	)	MyTravel Airways Limited
			(2	)	General Electric Capital Corporation

5	Aircraft Lease Rent Deferral and Repayment Agreement	04/03/04	(1	)	General Electric Capital Corporation
			(2	)	AFS Investments XXV LLC

Facility Agreement — Execution Version


			(3	)	MyTravel Airways Limited
			(4	)	MyTravel Group Plc

6	Letter (restructuring)	23/11/04	(1	)	MyTravel Airways Limited
			(2	)	General Electric Capital Corporation
			(3	)	AFS Investments XXV, LLC

7	Letter (conversion of Maintenance Guarantees into Maintenance Letters of Credit)	01/03/05	(1	)	MyTravel Airways Limited
			(2	)	General Electric Capital Corporation
			(3	)	MyTravel Group Plc

8	Aircraft Lease Novation and Amendment Agreement	01/06/05	(1	)	General Electric Capital Corporation
			(2	)	MyTravel Airways Limited
			(3	)	Celestial Aviation Trading 44 Limited

9	Aircraft Lease Novation and Amendment Agreement	26/09/07	(1	)	Celestial Aviation Trading 44 Limited
			(2	)	MyTravel Airways Limited
			(3	)	Wells Fargo Bank Northwest, National Association (as Owner Trustee)

10	Notification of Adjustment of Maintenance Payment Rates	23/07/07	(1	)	GE Commercial Aviation Services Limited
			(2	)	MyTravel Airways Limited

Airbus A320-200 aircraft with manufacturer’s serial number 1493 and German registration mark D-ALTD

Lessor: Aircraft MSN 1493 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Lessee: LTU Lufttransport -Unternehmen GmbH

1	Aircraft Lease Common Terms Agreement	11/05/00	(1	)	GECAS Technical Services Limited
			(2	)	LTU Lufttransport - -Unternehmen GmbH

Facility Agreement — Execution Version


2	Aircraft Specific Lease Agreement	11/05/00	(1	)	GECAS Technical Services Limited
			(2	)	LTU Lufttransport - -Unternehmen GmbH

3	Amendment No. 22 to Letter Agreement No. 1	As of June 2001	(1	)	General Electric Capital Corporation
			(2	)	CFM International, Inc.
			(3	)	Aviation Financial Services, Inc.

4	Head Lease Agreement	08/06/01	(1	)	Aviation Financial Services, Inc.
			(2	)	GECAS Technical Services Limited

5	Aircraft Lease Amendment Agreement	18/01/02	(1	)	GECAS Technical Services Limited
			(2	)	LTU Lufttransport - -Unternehmen GmbH

6	Aircraft Head Lease Novation and Amendment Agreement	28/02/05	(1	)	Aviation Financial Services, Inc.
			(2	)	GECAS Technical Services Limited
			(3	)	Celestial Aviation Trading 42 Limited

7	Supplemental Rent Adjustment Letter	11/07/07	(1	)	GE Commercial Finance Aviation Services
			(2	)	LTU Lufttransport - -Unternehmen GmbH

8	Aircraft Lease Amendment Agreement	14/11/06	(1	)	GECAS Technical Services Limited
			(2	)	LTU Lufttransport - -Unternehmen GmbH

9	Aircraft Lease Novation and Amendment Agreement	28/09/07	(1	)	GECAS Technical Services Limited
			(2	)	LTU Lufttransport - -Unternehmen GmbH
			(3	)	Aircraft MSN 1493 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Facility Agreement — Execution Version


Boeing 737-700 aircraft with manufacturer’s serial number 32582 and German registration mark D-ABBT

Lessor: Aircraft MSN 32582 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
Lessee: Air Berlin PLC & Co. Luftverkehrs KG

1	Aircraft Lease Common Terms Agreement	08/10/03	(1	)	Aviation Financial Services Inc.
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG

2	Aircraft Specific Lease Agreement	08/09/05	(1	)	Celestial Aviation Trading 71 Limited
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG

3	Aircraft Lease Novation and Amendment Agreement	29/09/07	(1	)	Celestial Aviation Trading 71 Limited
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG
			(3	)	Aircraft MSN 32582 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

4	Adjustment of Supplemental Rent Rates Letter	18/5/07	(1	)	GE Commercial Aviation Services Limited
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG

5	Consent and Subordination Agreement	18/03/08	(1	)	Aircraft MSN 32582 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG
			(3	)	dba Luftfahrtgesellschaft mbH

Boeing 737-700 aircraft with manufacturer’s serial number 28654 and German registration mark D-ABBS

Facility Agreement — Execution Version


Lessor: Aircraft MSN 28654 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Lessee: Air Berlin PLC & Co. Luftverkehrs KG

1	Aircraft Lease Common Terms Agreement	08/10/03	(1	)	Aviation Financial Services Inc.
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG

2	Aircraft Specific Lease Agreement	08/09/05	(1	)	Celestial Aviation Trading 71 Limited
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG

3	Aircraft Lease Novation and Amendment Agreement	28/09/07	(1	)	Celestial Aviation Trading 71 Limited
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG
			(3	)	Aircraft MSN 28654 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

4	Adjustment of Supplemental Rent Rates Letter	18/5/07	(1	)	GE Commercial Aviation Services Limited
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG

5	Consent and Subordination Agreement	06/03/08	(1	)	Aircraft MSN 28654 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)
			(2	)	Air Berlin PLC & Co. Luftverkehrs KG
			(3	)	dba Luftfahrtgesellschaft mbH

Airbus A319-100 aircraft with manufacturer’s serial number 1136 and German registration mark D-AKNN

Lessor: Aircraft MSN 1136 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Facility Agreement — Execution Version


Lessee: Germanwings GmbH

1	Aircraft Lease Common Terms Agreement	22/12/04	(1	)	GE Commercial Aviation Services, Limited
			(2	)	Germanwings GmbH

2	Aircraft Specific Lease Agreement	As of 22/12/04	(1	)	Celestial Aviation Trading 24 Limited
			(2	)	Germanwings GmbH

3	Aircraft Lease Common Terms Agreement	17/05/05	(1	)	GE Commercial Aviation Services, Limited
			(2	)	Germanwings GmbH

4	Aircraft Lease Amendment Agreement	17/05/05	(1	)	GE Commercial Aviation Services, Limited
			(2	)	Celestial Aviation Trading 24 Limited, Celestial Aviation Trading 25 Limited, Celestial Aviation Trading 26 Limited, Celestial Aviation Trading 27 Limited, Celestial Aviation Trading 28 Limited
			(3	)	Germanwings GmbH

5	Side Letter Agreement	23/05/05	(1	)	Celestial Aviation Trading 24 Limited
			(2	)	Germanwings GmbH

6	Letter (Rental Period calculation)	22/06/05	(1	)	Celestial Aviation Trading 24 Limited
			(2	)	Germanwings GmbH

7	Aircraft Lease Novation and Amendment Agreement	28/09/07	(1	)	Celestial Aviation Trading 24 Limited
			(2	)	Germanwings GmbH
			(3	)	Aircraft MSN 1136 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Facility Agreement — Execution Version


8	Adjustment of Supplemental Rent Rates Letter	22/06/06	(1	)	GE Commercial Finance Aviation Services
			(2	)	Germanwings GmbH

Airbus A319-100 aircraft with manufacturer’s serial number 1155 and German registration mark D-AKNP

Lessor: Aircraft MSN 1155 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Lessee: Germanwings GmbH

1	Aircraft Lease Common Terms Agreement	22/12/04	(1	)	GE Commercial Aviation Services, Limited
			(2	)	Germanwings GmbH

2	Aircraft Specific Lease Agreement	As of 22/12/04	(1	)	Celestial Aviation Trading 25 Limited
			(2	)	Germanwings GmbH

3	Aircraft Lease Common Terms Agreement	17/05/05	(1	)	GE Commercial Aviation Services, Limited
			(2	)	Germanwings GmbH

4	Aircraft Lease Amendment Agreement	17/05/05	(1	)	GE Commercial Aviation Services, Limited
			(2	)	Celestial Aviation Trading 24 Limited, Celestial Aviation Trading 25 Limited, Celestial Aviation Trading 26 Limited, Celestial Aviation Trading 27 Limited, Celestial Aviation Trading 28 Limited
			(3	)	Germanwings GmbH

5	Letter (Rental Period calculation)	22/06/05	(1	)	Celestial Aviation Trading 25 Limited
			(2	)	Germanwings GmbH

6	Side Letter Agreement	27/06/05	(1	)	Celestial Aviation Trading 25 Limited
			(2	)	Germanwings GmbH

7	Aircraft Lease Novation and Amendment Agreement	28/09/07	(1	)	Celestial Aviation Trading 25 Limited
			(2	)	Germanwings GmbH
			(3	)	Aircraft MSN 1155 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, National Association as owner trustee)

Facility Agreement — Execution Version


8	Adjustment of Supplemental Rent Rates	31/07/06	(1	)	GE Commercial Finance Aviation Services
			(2	)	Germanwings GmbH

Airbus A320-232 aircraft with manufacturer’s serial number 1609 and FAA registration mark N484UA

Lessor: Wells Fargo Bank Northwest, National Association as owner trustee)

Lessee: United Air Lines, Inc.

1	Lease Agreement (2002 A320 D)	As of 06/09/02	(1	)	Wells Fargo Bank Northwest, National Association
			(2	)	United Air Lines, Inc.

2	Lease Supplement No. 1	06/09/02	(1	)	Wells Fargo Bank Northwest, National Association
			(2	)	United Air Lines, Inc.

3	Letter Agreement (insurance matters)	06/09/02	(1 (2	) )	AFS Investments XIX LLC United Air Lines, Inc.

4	First Amendment to Lease Agreement (2002 A320 D)	As of 22/11/05	(1	)	Wells Fargo Bank Northwest, National Association
			(2	)	United Air Lines, Inc.

Initial Operator Guarantees

1. Lessee Guaranty dated 6 June 2008 between GOL-Linhas Inteligentes Aereas S.A. and Genesis Acquisition Limited in respect of MSN 30050.

2. Guarantee Assignment.

Facility Agreement — Execution Version

Repayment Schedules

MSN 3183


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		28,442,892
20.10.2008		28,311,132		131,759
20.11.2008		28,182,215		128,917
20.12.2008		28,049,543		132,672
20.01.2009		27,919,680		129,863
20.02.2009		27,789,347		130,333
20.03.2009		27,648,816		140,531
20.04.2009		27,517,503		131,313
20.05.2009		27,382,505		134,998
20.06.2009		27,250,229		132,276
20.07.2009		27,114,296		135,934
20.08.2009		26,981,050		133,246
20.09.2009		26,847,322		133,728
20.10.2009		26,709,978		137,344
20.11.2009		26,575,270		134,708
20.12.2009		26,436,974		138,296
20.01.2010		26,301,279		135,696
20.02.2010		26,165,092		136,186
20.03.2010		26,019,256		145,837
20.04.2010		25,882,049		137,206
20.05.2010		25,741,327		140,722
20.06.2010		25,603,116		138,212
20.07.2010		25,461,417		141,698
20.08.2010		25,322,193		139,224
20.09.2010		25,182,466		139,727
20.10.2010		25,039,295		143,171
20.11.2010		24,898,545		140,751
20.12.2010		24,754,380		144,164
20.01.2011		24,612,599		141,781
20.02.2011		24,470,306		142,294

Facility Agreement — Execution Version


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.03.2011		24,318,933		151,373
20.04.2011		24,175,577		143,356
20.05.2011		24,028,882		146,695
20.06.2011		23,884,477		144,405
20.07.2011		23,736,764		147,714
20.08.2011		23,591,302		145,461
20.09.2011		23,445,315		145,987
20.10.2011		23,296,064		149,251
20.11.2011		23,149,009		147,055
20.12.2011		22,998,721		150,288
20.01.2012		22,850,591		148,131
20.02.2012		22,701,924		148,666
20.03.2012		22,547,423		154,501
20.04.2012		22,397,660		149,763
20.05.2012		22,244,743		152,917
20.06.2012		22,093,885		150,857
20.07.2012		21,939,905		153,981
20.08.2012		21,787,945		151,960
20.09.2012		21,635,435		152,510
20.10.2012		21,479,850		155,585
20.11.2012		21,326,226		153,624
20.12.2012		21,169,558		156,668
20.01.2013		21,014,812		154,746
20.02.2013		20,859,507		155,306
20.03.2013		20,696,338		163,168
20.04.2013		20,539,881		156,458
20.05.2013		20,380,461		159,420
20.06.2013		20,222,861		157,600
20.07.2013		20,062,332		160,529
20.08.2013		19,903,581		158,751
20.09.2013		19,744,256		159,325
20.10.2013		19,582,052		162,204
20.11.2013		19,421,565		160,488
20.12.2013		19,258,231		163,334
20.01.2014		19,096,572		161,659
20.02.2014		18,934,329		162,243
20.03.2014		18,764,871		169,457
20.04.2014		18,601,428		163,443
20.05.2014		18,435,224		166,204

Facility Agreement — Execution Version


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.06.2014		18,270,589		164,635
20.07.2014		18,103,227		167,362
20.08.2014		17,937,391		165,836
20.09.2014		17,770,955		166,436
20.10.2014		17,601,844		169,111
20.11.2014		17,434,195		167,649
20.12.2014		17,263,905		170,290
20.01.2015		17,095,033		168,872
20.02.2015		16,925,551		169,482
20.03.2015		16,749,532		176,019
20.04.2015		16,578,800		170,732
20.05.2015		16,405,517		173,284
20.06.2015		16,233,541		171,976
20.07.2015		16,059,049		174,492
20.08.2015		15,885,820		173,229
20.09.2015		0		15,885,820

Facility Agreement — Execution Version

MSN 3192


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		28,442,892
20.10.2008		28,311,132		131,759
20.11.2008		28,182,215		128,917
20.12.2008		28,049,543		132,672
20.01.2009		27,919,680		129,863
20.02.2009		27,789,347		130,333
20.03.2009		27,648,816		140,531
20.04.2009		27,517,503		131,313
20.05.2009		27,382,505		134,998
20.06.2009		27,250,229		132,276
20.07.2009		27,114,296		135,934
20.08.2009		26,981,050		133,246
20.09.2009		26,847,322		133,728
20.10.2009		26,709,978		137,344
20.11.2009		26,575,270		134,708
20.12.2009		26,436,974		138,296
20.01.2010		26,301,279		135,696
20.02.2010		26,165,092		136,186
20.03.2010		26,019,256		145,837
20.04.2010		25,882,049		137,206
20.05.2010		25,741,327		140,722
20.06.2010		25,603,116		138,212
20.07.2010		25,461,417		141,698
20.08.2010		25,322,193		139,224
20.09.2010		25,182,466		139,727
20.10.2010		25,039,295		143,171
20.11.2010		24,898,545		140,751
20.12.2010		24,754,380		144,164
20.01.2011		24,612,599		141,781
20.02.2011		24,470,306		142,294
20.03.2011		24,318,933		151,373
20.04.2011		24,175,577		143,356
20.05.2011		24,028,882		146,695
20.06.2011		23,884,477		144,405

Facility Agreement — Execution Version


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.07.2011		23,736,764		147,714
20.08.2011		23,591,302		145,461
20.09.2011		23,445,315		145,987
20.10.2011		23,296,064		149,251
20.11.2011		23,149,009		147,055
20.12.2011		22,998,721		150,288
20.01.2012		22,850,591		148,131
20.02.2012		22,701,924		148,666
20.03.2012		22,547,423		154,501
20.04.2012		22,397,660		149,763
20.05.2012		22,244,743		152,917
20.06.2012		22,093,885		150,857
20.07.2012		21,939,905		153,981
20.08.2012		21,787,945		151,960
20.09.2012		21,635,435		152,510
20.10.2012		21,479,850		155,585
20.11.2012		21,326,226		153,624
20.12.2012		21,169,558		156,668
20.01.2013		21,014,812		154,746
20.02.2013		20,859,507		155,306
20.03.2013		20,696,338		163,168
20.04.2013		20,539,881		156,458
20.05.2013		20,380,461		159,420
20.06.2013		20,222,861		157,600
20.07.2013		20,062,332		160,529
20.08.2013		19,903,581		158,751
20.09.2013		19,744,256		159,325
20.10.2013		19,582,052		162,204
20.11.2013		19,421,565		160,488
20.12.2013		19,258,231		163,334
20.01.2014		19,096,572		161,659
20.02.2014		18,934,329		162,243
20.03.2014		18,764,871		169,457
20.04.2014		18,601,428		163,443
20.05.2014		18,435,224		166,204
20.06.2014		18,270,589		164,635
20.07.2014		18,103,227		167,362
20.08.2014		17,937,391		165,836
20.09.2014		17,770,955		166,436

Facility Agreement — Execution Version


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.10.2014		17,601,844		169,111
20.11.2014		17,434,195		167,649
20.12.2014		17,263,905		170,290
20.01.2015		17,095,033		168,872
20.02.2015		16,925,551		169,482
20.03.2015		16,749,532		176,019
20.04.2015		16,578,800		170,732
20.05.2015		16,405,517		173,284
20.06.2015		16,233,541		171,976
20.07.2015		16,059,049		174,492
20.08.2015		15,885,820		173,229
20.09.2015		0		15,885,820

Facility Agreement — Execution Version

MSN 3227


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		28,442,892
20.10.2008		28,311,132		131,759
20.11.2008		28,182,215		128,917
20.12.2008		28,049,543		132,672
20.01.2009		27,919,680		129,863
20.02.2009		27,789,347		130,333
20.03.2009		27,648,816		140,531
20.04.2009		27,517,503		131,313
20.05.2009		27,382,505		134,998
20.06.2009		27,250,229		132,276
20.07.2009		27,114,296		135,934
20.08.2009		26,981,050		133,246
20.09.2009		26,847,322		133,728
20.10.2009		26,709,978		137,344
20.11.2009		26,575,270		134,708
20.12.2009		26,436,974		138,296
20.01.2010		26,301,279		135,696
20.02.2010		26,165,092		136,186
20.03.2010		26,019,256		145,837
20.04.2010		25,882,049		137,206
20.05.2010		25,741,327		140,722
20.06.2010		25,603,116		138,212
20.07.2010		25,461,417		141,698
20.08.2010		25,322,193		139,224
20.09.2010		25,182,466		139,727
20.10.2010		25,039,295		143,171
20.11.2010		24,898,545		140,751
20.12.2010		24,754,380		144,164
20.01.2011		24,612,599		141,781
20.02.2011		24,470,306		142,294
20.03.2011		24,318,933		151,373
20.04.2011		24,175,577		143,356
20.05.2011		24,028,882		146,695

Facility Agreement — Execution Version


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.06.2011		23,884,477		144,405
20.07.2011		23,736,764		147,714
20.08.2011		23,591,302		145,461
20.09.2011		23,445,315		145,987
20.10.2011		23,296,064		149,251
20.11.2011		23,149,009		147,055
20.12.2011		22,998,721		150,288
20.01.2012		22,850,591		148,131
20.02.2012		22,701,924		148,666
20.03.2012		22,547,423		154,501
20.04.2012		22,397,660		149,763
20.05.2012		22,244,743		152,917
20.06.2012		22,093,885		150,857
20.07.2012		21,939,905		153,981
20.08.2012		21,787,945		151,960
20.09.2012		21,635,435		152,510
20.10.2012		21,479,850		155,585
20.11.2012		21,326,226		153,624
20.12.2012		21,169,558		156,668
20.01.2013		21,014,812		154,746
20.02.2013		20,859,507		155,306
20.03.2013		20,696,338		163,168
20.04.2013		20,539,881		156,458
20.05.2013		20,380,461		159,420
20.06.2013		20,222,861		157,600
20.07.2013		20,062,332		160,529
20.08.2013		19,903,581		158,751
20.09.2013		19,744,256		159,325
20.10.2013		19,582,052		162,204
20.11.2013		19,421,565		160,488
20.12.2013		19,258,231		163,334
20.01.2014		19,096,572		161,659
20.02.2014		18,934,329		162,243
20.03.2014		18,764,871		169,457
20.04.2014		18,601,428		163,443
20.05.2014		18,435,224		166,204
20.06.2014		18,270,589		164,635
20.07.2014		18,103,227		167,362
20.08.2014		17,937,391		165,836

Facility Agreement — Execution Version


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2014		17,770,955		166,436
20.10.2014		17,601,844		169,111
20.11.2014		17,434,195		167,649
20.12.2014		17,263,905		170,290
20.01.2015		17,095,033		168,872
20.02.2015		16,925,551		169,482
20.03.2015		16,749,532		176,019
20.04.2015		16,578,800		170,732
20.05.2015		16,405,517		173,284
20.06.2015		16,233,541		171,976
20.07.2015		16,059,049		174,492
20.08.2015		15,885,820		173,229
20.09.2015		0		15,885,820

Facility Agreement — Execution Version

MSN28654


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		21,079,991
20.10.2008		20,956,571		123,420
20.11.2008		20,835,164		121,407
20.12.2008		20,710,887		124,277
20.01.2009		20,588,591		122,296
20.02.2009		20,465,853		122,738
20.03.2009		20,335,508		130,345
20.04.2009		20,211,855		123,653
20.05.2009		20,085,396		126,459
20.06.2009		19,960,838		124,558
20.07.2009		19,833,501		127,337
20.08.2009		19,708,032		125,469
20.09.2009		19,582,109		125,923
20.10.2009		19,453,446		128,663
20.11.2009		19,326,603		126,843
20.12.2009		19,197,046		129,557
20.01.2010		19,069,275		127,771
20.02.2010		18,941,042		128,233
20.03.2010		18,805,716		135,326
20.04.2010		18,676,530		129,186
20.05.2010		18,544,698		131,832
20.06.2010		18,414,568		130,130
20.07.2010		18,281,818		132,749
20.08.2010		18,150,738		131,081
20.09.2010		18,019,183		131,555
20.10.2010		17,885,050		134,133
20.11.2010		17,752,534		132,516
20.12.2010		17,617,468		135,066
20.01.2011		17,483,984		133,484
20.02.2011		17,350,018		133,966
20.03.2011		17,209,494		140,523
20.04.2011		17,074,535		134,959
20.05.2011		16,937,096		137,439
20.06.2011		16,801,152		135,944

Facility Agreement — Execution Version

100


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.07.2011		16,662,755		138,396
20.08.2011		16,525,819		136,936
20.09.2011		16,388,387		137,432
20.10.2011		16,248,547		139,841
20.11.2011		16,110,112		138,435
20.12.2011		15,969,297		140,815
20.01.2012		15,829,853		139,444
20.02.2012		15,689,904		139,949
20.03.2012		15,545,788		144,116
20.04.2012		15,404,812		140,976
20.05.2012		15,261,529		143,283
20.06.2012		15,119,524		142,004
20.07.2012		14,975,243		144,282
20.08.2012		14,832,203		143,040
20.09.2012		14,688,646		143,557
20.10.2012		14,542,856		145,790
20.11.2012		14,398,253		144,603
20.12.2012		14,251,446		146,806
20.01.2013		14,105,789		145,657
20.02.2013		13,959,605		146,184
20.03.2013		13,808,006		151,599
20.04.2013		13,660,745		147,261
20.05.2013		13,511,357		149,388
20.06.2013		13,363,023		148,334
20.07.2013		13,212,594		150,430
20.08.2013		13,063,179		149,415
20.09.2013		12,913,224		149,955
20.10.2013		12,761,220		152,004
20.11.2013		12,610,173		151,047
20.12.2013		12,457,109		153,065
20.01.2014		12,304,962		152,147
20.02.2014		12,152,265		152,697
20.03.2014		11,994,762		157,503
20.04.2014		11,840,943		153,819
20.05.2014		11,685,186		155,757
20.06.2014		11,530,248		154,939
20.07.2014		11,373,403		156,844
20.08.2014		11,217,337		156,066
20.09.2014		11,060,706		156,631

Facility Agreement — Execution Version

101


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.10.2014		10,902,219		158,488
20.11.2014		10,744,448		157,770
20.12.2014		10,584,854		159,595
20.01.2015		10,425,935		158,918
20.02.2015		10,266,442		159,493
20.03.2015		10,102,779		163,663
20.04.2015		9,942,118		160,662
20.05.2015		9,779,715		162,403
20.06.2015		9,617,885		161,830
20.07.2015		9,454,347		163,538
20.08.2015		9,291,340		163,007
20.09.2015		0		9,291,340

Facility Agreement - Execution Version

102

MSN32582


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		20,894,718
20.10.2008		20,773,204		121,514
20.11.2008		20,653,688		119,516
20.12.2008		20,531,330		122,358
20.01.2009		20,410,940		120,391
20.02.2009		20,290,114		120,826
20.03.2009		20,161,749		128,365
20.04.2009		20,040,022		121,727
20.05.2009		19,915,516		124,505
20.06.2009		19,792,899		122,618
20.07.2009		19,667,528		125,370
20.08.2009		19,544,014		123,515
20.09.2009		19,420,052		123,961
20.10.2009		19,293,377		126,675
20.11.2009		19,168,509		124,868
20.12.2009		19,040,953		127,556
20.01.2010		18,915,172		125,781
20.02.2010		18,788,937		126,236
20.03.2010		18,655,668		133,268
20.04.2010		18,528,494		127,174
20.05.2010		18,398,698		129,796
20.06.2010		18,270,595		128,104
20.07.2010		18,139,896		130,698
20.08.2010		18,010,857		129,040
20.09.2010		17,881,350		129,506
20.10.2010		17,749,290		132,061
20.11.2010		17,618,837		130,452
20.12.2010		17,485,858		132,980
20.01.2011		17,354,453		131,405
20.02.2011		17,222,572		131,880
20.03.2011		17,084,187		138,385
20.04.2011		16,951,329		132,858
20.05.2011		16,816,014		135,316
20.06.2011		16,682,186		133,828

Facility Agreement - Execution Version

103


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.07.2011		16,545,928		136,258
20.08.2011		16,411,124		134,804
20.09.2011		16,275,832		135,292
20.10.2011		16,138,151		137,680
20.11.2011		16,001,872		136,279
20.12.2011		15,863,233		138,639
20.01.2012		15,725,960		137,274
20.02.2012		15,588,190		137,770
20.03.2012		15,446,284		141,906
20.04.2012		15,307,503		138,781
20.05.2012		15,166,433		141,069
20.06.2012		15,026,640		139,794
20.07.2012		14,884,587		142,052
20.08.2012		14,743,774		140,813
20.09.2012		14,602,452		141,322
20.10.2012		14,458,915		143,537
20.11.2012		14,316,563		142,352
20.12.2012		14,172,025		144,538
20.01.2013		14,028,635		143,390
20.02.2013		13,884,726		143,909
20.03.2013		13,735,438		149,289
20.04.2013		13,590,469		144,969
20.05.2013		13,443,390		147,079
20.06.2013		13,297,364		146,025
20.07.2013		13,149,260		148,105
20.08.2013		13,002,171		147,089
20.09.2013		12,854,550		147,621
20.10.2013		12,704,895		149,655
20.11.2013		12,556,199		148,696
20.12.2013		12,405,500		150,699
20.01.2014		12,255,721		149,779
20.02.2014		12,105,400		150,321
20.03.2014		11,950,299		155,101
20.04.2014		11,798,874		151,425
20.05.2014		11,645,524		153,349
20.06.2014		11,492,997		152,528
20.07.2014		11,338,576		154,420
20.08.2014		11,184,939		153,638
20.09.2014		11,030,745		154,193

Facility Agreement - Execution Version

104


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.10.2014		10,874,707		156,038
20.11.2014		10,719,392		155,315
20.12.2014		10,562,264		157,128
20.01.2015		10,405,819		156,445
20.02.2015		10,248,808		157,011
20.03.2015		10,087,642		161,166
20.04.2015		9,929,480		158,162
20.05.2015		9,769,587		159,892
20.06.2015		9,610,275		159,312
20.07.2015		9,449,266		161,010
20.08.2015		9,288,795		160,471
20.09.2015		0		9,288,795

Facility Agreement - Execution Version

105

MSN1136


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		16,729,498
20.10.2008		16,640,123		89,375
20.11.2008		16,552,377		87,746
20.12.2008		16,462,382		89,995
20.01.2009		16,373,993		88,389
20.02.2009		16,285,284		88,709
20.03.2009		16,190,555		94,729
20.04.2009		16,101,183		89,372
20.05.2009		16,009,609		91,574
20.06.2009		15,919,582		90,027
20.07.2009		15,827,373		92,210
20.08.2009		15,736,687		90,686
20.09.2009		15,645,673		91,014
20.10.2009		15,552,505		93,168
20.11.2009		15,460,825		91,680
20.12.2009		15,367,010		93,815
20.01.2010		15,274,660		92,351
20.02.2010		15,181,975		92,685
20.03.2010		15,083,641		98,334
20.04.2010		14,990,266		93,376
20.05.2010		14,894,804		95,462
20.06.2010		14,800,745		94,058
20.07.2010		14,704,620		96,125
20.08.2010		14,609,873		94,746
20.09.2010		14,514,784		95,089
20.10.2010		14,417,658		97,126
20.11.2010		14,321,874		95,784
20.12.2010		14,224,072		97,801
20.01.2011		14,127,588		96,484
20.02.2011		14,030,755		96,833
20.03.2011		13,928,661		102,094
20.04.2011		13,831,108		97,553
20.05.2011		13,731,589		99,519
20.06.2011		13,633,323		98,265
20.07.2011		13,533,112		100,211
20.08.2011		13,434,129		98,983
20.09.2011		13,334,787		99,341
20.10.2011		13,233,531		101,256
20.11.2011		13,133,464		100,067
20.12.2011		13,031,503		101,961
20.01.2012		12,930,706		100,797
20.02.2012		12,829,544		101,162
20.03.2012		12,725,023		104,521
20.04.2012		12,623,117		101,906
20.05.2012		12,519,370		103,747

Facility Agreement - Execution Version

106


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.06.2012		12,416,720		102,650
20.07.2012		12,312,250		104,470
20.08.2012		12,208,852		103,399
20.09.2012		12,105,079		103,773
20.10.2012		11,999,519		105,560
20.11.2012		11,894,989		104,530
20.12.2012		11,788,693		106,296
20.01.2013		11,683,401		105,292
20.02.2013		11,577,728		105,673
20.03.2013		11,467,621		110,107
20.04.2013		11,361,167		106,453
20.05.2013		11,253,003		108,164
20.06.2013		11,145,773		107,230
20.07.2013		11,036,856		108,918
20.08.2013		10,928,844		108,011
20.09.2013		10,820,442		108,402
20.10.2013		10,710,386		110,056
20.11.2013		10,601,194		109,192
20.12.2013		10,490,370		110,824
20.01.2014		10,380,382		109,988
20.02.2014		10,269,996		110,386
20.03.2014		10,155,617		114,379
20.04.2014		10,044,418		111,199
20.05.2014		9,931,646		112,773
20.06.2014		9,819,637		112,009
20.07.2014		9,706,078		113,559
20.08.2014		9,593,253		112,824
20.09.2014		9,480,021		113,232
20.10.2014		9,365,273		114,748
20.11.2014		9,251,216		114,057
20.12.2014		9,135,667		115,549
20.01.2015		9,020,780		114,887
20.02.2015		8,905,477		115,303
20.03.2015		8,786,640		118,837
20.04.2015		8,670,490		116,150
20.05.2015		8,552,909		117,581
20.06.2015		8,435,914		116,995
20.07.2015		8,317,512		118,402
20.08.2015		8,199,665		117,846
20.09.2015		0		8,199,665

Facility Agreement - Execution Version

107

MSN 1155


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		16,729,498
20.10.2008		16,640,123		89,375
20.11.2008		16,552,377		87,746
20.12.2008		16,462,382		89,995
20.01.2009		16,373,993		88,389
20.02.2009		16,285,284		88,709
20.03.2009		16,190,555		94,729
20.04.2009		16,101,183		89,372
20.05.2009		16,009,609		91,574
20.06.2009		15,919,582		90,027
20.07.2009		15,827,373		92,210
20.08.2009		15,736,687		90,686
20.09.2009		15,645,673		91,014
20.10.2009		15,552,505		93,168
20.11.2009		15,460,825		91,680
20.12.2009		15,367,010		93,815
20.01.2010		15,274,660		92,351
20.02.2010		15,181,975		92,685
20.03.2010		15,083,641		98,334
20.04.2010		14,990,266		93,376
20.05.2010		14,894,804		95,462
20.06.2010		14,800,745		94,058
20.07.2010		14,704,620		96,125
20.08.2010		14,609,873		94,746
20.09.2010		14,514,784		95,089
20.10.2010		14,417,658		97,126
20.11.2010		14,321,874		95,784
20.12.2010		14,224,072		97,801
20.01.2011		14,127,588		96,484
20.02.2011		14,030,755		96,833
20.03.2011		13,928,661		102,094
20.04.2011		13,831,108		97,553
20.05.2011		13,731,589		99,519
20.06.2011		13,633,323		98,265
20.07.2011		13,533,112		100,211
20.08.2011		13,434,129		98,983
20.09.2011		13,334,787		99,341
20.10.2011		13,233,531		101,256
20.11.2011		13,133,464		100,067
20.12.2011		13,031,503		101,961
20.01.2012		12,930,706		100,797
20.02.2012		12,829,544		101,162
20.03.2012		12,725,023		104,521
20.04.2012		12,623,117		101,906
20.05.2012		12,519,370		103,747

Facility Agreement - Execution Version

108


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.06.2012		12,416,720		102,650
20.07.2012		12,312,250		104,470
20.08.2012		12,208,852		103,399
20.09.2012		12,105,079		103,773
20.10.2012		11,999,519		105,560
20.11.2012		11,894,989		104,530
20.12.2012		11,788,693		106,296
20.01.2013		11,683,401		105,292
20.02.2013		11,577,728		105,673
20.03.2013		11,467,621		110,107
20.04.2013		11,361,167		106,453
20.05.2013		11,253,003		108,164
20.06.2013		11,145,773		107,230
20.07.2013		11,036,856		108,918
20.08.2013		10,928,844		108,011
20.09.2013		10,820,442		108,402
20.10.2013		10,710,386		110,056
20.11.2013		10,601,194		109,192
20.12.2013		10,490,370		110,824
20.01.2014		10,380,382		109,988
20.02.2014		10,269,996		110,386
20.03.2014		10,155,617		114,379
20.04.2014		10,044,418		111,199
20.05.2014		9,931,646		112,773
20.06.2014		9,819,637		112,009
20.07.2014		9,706,078		113,559
20.08.2014		9,593,253		112,824
20.09.2014		9,480,021		113,232
20.10.2014		9,365,273		114,748
20.11.2014		9,251,216		114,057
20.12.2014		9,135,667		115,549
20.01.2015		9,020,780		114,887
20.02.2015		8,905,477		115,303
20.03.2015		8,786,640		118,837
20.04.2015		8,670,490		116,150
20.05.2015		8,552,909		117,581
20.06.2015		8,435,914		116,995
20.07.2015		8,317,512		118,402
20.08.2015		8,199,665		117,846
20.09.2015		0		8,199,665

Facility Agreement - Execution Version

109

MSN1493


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		20,688,858
20.10.2008		20,586,443		102,415
20.11.2008		20,486,071		100,372
20.12.2008		20,382,946		103,125
20.01.2009		20,281,838		101,108
20.02.2009		20,180,365		101,474
20.03.2009		20,071,461		108,904
20.04.2009		19,969,227		102,234
20.05.2009		19,864,293		104,934
20.06.2009		19,761,309		102,984
20.07.2009		19,655,648		105,662
20.08.2009		19,551,909		103,738
20.09.2009		19,447,796		104,113
20.10.2009		19,341,037		106,759
20.11.2009		19,236,161		104,876
20.12.2009		19,128,661		107,500
20.01.2010		19,023,017		105,644
20.02.2010		18,916,991		106,026
20.03.2010		18,803,960		113,031
20.04.2010		18,697,142		106,819
20.05.2010		18,587,755		109,386
20.06.2010		18,480,155		107,600
20.07.2010		18,370,009		110,146
20.08.2010		18,261,621		108,388
20.09.2010		18,152,841		108,780
20.10.2010		18,041,550		111,291
20.11.2010		17,931,974		109,576
20.12.2010		17,819,910		112,064
20.01.2011		17,709,532		110,378
20.02.2011		17,598,756		110,777
20.03.2011		17,481,419		117,337
20.04.2011		17,369,817		111,602
20.05.2011		17,255,785		114,032
20.06.2011		17,143,367		112,418
20.07.2011		17,028,543		114,824
20.08.2011		16,915,303		113,240
20.09.2011		16,801,654		113,649
20.10.2011		16,685,634		116,020
20.11.2011		16,571,154		114,480
20.12.2011		16,454,327		116,827
20.01.2012		16,339,010		115,316
20.02.2012		16,223,277		115,733
20.03.2012		16,103,339		119,937
20.04.2012		15,986,754		116,586
20.05.2012		15,867,881		118,873

Facility Agreement - Execution Version

110


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.06.2012		15,750,444		117,437
20.07.2012		15,630,744		119,700
20.08.2012		15,512,449		118,295
20.09.2012		15,393,726		118,723
20.10.2012		15,272,778		120,948
20.11.2012		15,153,189		119,590
20.12.2012		15,031,398		121,790
20.01.2013		14,910,936		120,463
20.02.2013		14,790,038		120,898
20.03.2013		14,663,525		126,512
20.04.2013		14,541,732		121,793
20.05.2013		14,417,802		123,930
20.06.2013		14,295,120		122,682
20.07.2013		14,170,327		124,793
20.08.2013		14,046,750		123,577
20.09.2013		13,922,727		124,024
20.10.2013		13,796,630		126,097
20.11.2013		13,671,701		124,928
20.12.2013		13,544,726		126,975
20.01.2014		13,418,887		125,839
20.02.2014		13,292,592		126,295
20.03.2014		13,161,189		131,404
20.04.2014		13,033,962		127,227
20.05.2014		12,904,755		129,207
20.06.2014		12,776,601		128,154
20.07.2014		12,646,493		130,108
20.08.2014		12,517,405		129,088
20.09.2014		12,387,850		129,555
20.10.2014		12,256,381		131,469
20.11.2014		12,125,882		130,499	��
20.12.2014		11,993,496		132,386
20.01.2015		11,862,047		131,450
20.02.2015		11,730,121		131,925
20.03.2015		11,593,614		136,508
20.04.2015		11,460,718		132,896
20.05.2015		11,326,004		134,714
20.06.2015		11,192,140		133,864
20.07.2015		11,056,487		135,654
20.08.2015		10,921,648		134,839
20.09.2015		0		10,921,648

Facility Agreement - Execution Version

111

MSN1965


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		23,124,860
20.10.2008		23,011,686		113,174
20.11.2008		22,900,800		110,886
20.12.2008		22,786,842		113,958
20.01.2009		22,675,143		111,699
20.02.2009		22,563,040		112,103
20.03.2009		22,442,635		120,405
20.04.2009		22,329,691		112,944
20.05.2009		22,213,734		115,957
20.06.2009		22,099,962		113,772
20.07.2009		21,983,201		116,761
20.08.2009		21,868,596		114,605
20.09.2009		21,753,576		115,020
20.10.2009		21,635,602		117,974
20.11.2009		21,519,740		115,862
20.12.2009		21,400,948		118,792
20.01.2010		21,284,237		116,711
20.02.2010		21,167,104		117,133
20.03.2010		21,042,138		124,965
20.04.2010		20,924,129		118,009
20.05.2010		20,803,253		120,877
20.06.2010		20,684,380		118,873
20.07.2010		20,562,664		121,716
20.08.2010		20,442,921		119,743
20.09.2010		20,322,745		120,176
20.10.2010		20,199,764		122,982
20.11.2010		20,078,708		121,055
20.12.2010		19,954,872		123,836
20.01.2011		19,832,931		121,941
20.02.2011		19,710,549		122,382
20.03.2011		19,580,826		129,723
20.04.2011		19,457,532		123,294
20.05.2011		19,331,522		126,010
20.06.2011		19,207,327		124,196
20.07.2011		19,080,441		126,886
20.08.2011		18,955,338		125,104
20.09.2011		18,829,781		125,556
20.10.2011		18,701,575		128,207
20.11.2011		18,575,101		126,474
20.12.2011		18,446,002		129,098
20.01.2012		18,318,604		127,398
20.02.2012		18,190,745		127,859
20.03.2012		18,058,179		132,566
20.04.2012		17,929,379		128,801
20.05.2012		17,798,020		131,358
20.06.2012		17,668,279		129,742
20.07.2012		17,536,006		132,272

Facility Agreement - Execution Version

112


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.08.2012		17,405,317		130,689
20.09.2012		17,274,155		131,162
20.10.2012		17,140,503		133,652
20.11.2012		17,008,384		132,120
20.12.2012		16,873,802		134,582
20.01.2013		16,740,718		133,084
20.02.2013		16,607,152		133,566
20.03.2013		16,467,291		139,861
20.04.2013		16,332,736		134,554
20.05.2013		16,195,790		136,947
20.06.2013		16,060,253		135,536
20.07.2013		15,922,353		137,900
20.08.2013		15,785,828		136,525
20.09.2013		15,648,808		137,019
20.10.2013		15,509,468		139,340
20.11.2013		15,371,449		138,019
20.12.2013		15,231,138		140,311
20.01.2014		15,092,113		139,025
20.02.2014		14,952,585		139,528
20.03.2014		14,807,319		145,266
20.04.2014		14,666,761		140,558
20.05.2014		14,523,983		142,778
20.06.2014		14,382,401		141,583
20.07.2014		14,238,628		143,773
20.08.2014		14,096,013		142,615
20.09.2014		13,952,882		143,131
20.10.2014		13,807,606		145,276
20.11.2014		13,663,433		144,174
20.12.2014		13,517,143		146,289
20.01.2015		13,371,919		145,224
20.02.2015		13,226,170		145,749
20.03.2015		13,075,264		150,906
20.04.2015		12,928,442		146,822
20.05.2015		12,779,580		148,862
20.06.2015		12,631,688		147,892
20.07.2015		12,481,788		149,900
20.08.2015		12,332,819		148,969
20.09.2015		0		12,332,819

Facility Agreement - Execution Version

113

MSN1609


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		20,826,098
20.10.2008		20,723,410		102,687
20.11.2008		20,622,781		100,629
20.12.2008		20,519,382		103,399
20.01.2009		20,418,015		101,367
20.02.2009		20,316,282		101,734
20.03.2009		20,207,069		109,212
20.04.2009		20,104,573		102,497
20.05.2009		19,999,360		105,213
20.06.2009		19,896,112		103,248
20.07.2009		19,790,170		105,942
20.08.2009		19,686,165		104,004
20.09.2009		19,581,785		104,381
20.10.2009		19,474,742		107,043
20.11.2009		19,369,597		105,145
20.12.2009		19,261,812		107,785
20.01.2010		19,155,897		105,915
20.02.2010		19,049,598		106,298
20.03.2010		18,936,248		113,350
20.04.2010		18,829,156		107,093
20.05.2010		18,719,479		109,677
20.06.2010		18,611,602		107,877
20.07.2010		18,501,164		110,438
20.08.2010		18,392,498		108,666
20.09.2010		18,283,438		109,059
20.10.2010		18,171,852		111,587
20.11.2010		18,061,994		109,857
20.12.2010		17,949,633		112,362
20.01.2011		17,838,972		110,661
20.02.2011		17,727,910		111,061
20.03.2011		17,610,243		117,668
20.04.2011		17,498,354		111,888
20.05.2011		17,384,020		114,335
20.06.2011		17,271,313		112,707
20.07.2011		17,156,184		115,129
20.08.2011		17,042,653		113,531
20.09.2011		16,928,712		113,941
20.10.2011		16,812,384		116,328
20.11.2011		16,697,610		114,774
20.12.2011		16,580,473		117,137
20.01.2012		16,464,860		115,613
20.02.2012		16,348,829		116,031
20.03.2012		16,228,564		120,265
20.04.2012		16,111,678		116,885
20.05.2012		15,992,490		119,188
20.06.2012		15,874,751		117,739
20.07.2012		15,754,734		120,017

Facility Agreement - Execution Version

114


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.08.2012		15,636,135		118,599
20.09.2012		15,517,107		119,028
20.10.2012		15,395,838		121,269
20.11.2012		15,275,941		119,897
20.12.2012		15,153,828		122,113
20.01.2013		15,033,055		120,772
20.02.2013		14,911,846		121,209
20.03.2013		14,784,979		126,867
20.04.2013		14,662,873		122,106
20.05.2013		14,538,614		124,259
20.06.2013		14,415,616		122,997
20.07.2013		14,290,492		125,124
20.08.2013		14,166,597		123,895
20.09.2013		14,042,254		124,343
20.10.2013		13,915,824		126,431
20.11.2013		13,790,574		125,250
20.12.2013		13,663,262		127,312
20.01.2014		13,537,099		126,163
20.02.2014		13,410,479		126,620
20.03.2014		13,278,708		131,771
20.04.2014		13,151,154		127,554
20.05.2014		13,021,604		129,550
20.06.2014		12,893,120		128,484
20.07.2014		12,762,667		130,453
20.08.2014		12,633,246		129,420
20.09.2014		12,503,358		129,889
20.10.2014		12,371,541		131,817
20.11.2014		12,240,706		130,835
20.12.2014		12,107,969		132,736
20.01.2015		11,976,181		131,788
20.02.2015		11,843,916		132,265
20.03.2015		11,707,027		136,889
20.04.2015		11,573,789		133,238
20.05.2015		11,438,719		135,071
20.06.2015		11,304,510		134,209
20.07.2015		11,168,497		136,013
20.08.2015		11,033,311		135,186
20.09.2015		0		11,033,311

Facility Agreement - Execution Version

115

MSN30050


			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.09.2008		19,597,804
20.10.2008		19,494,248		103,556
20.11.2008		19,392,605		101,644
20.12.2008		19,288,331		104,274
20.01.2009		19,185,942		102,389
20.02.2009		19,083,183		102,759
20.03.2009		18,973,374		109,810
20.04.2009		18,869,846		103,528
20.05.2009		18,763,743		106,104
20.06.2009		18,659,457		104,286
20.07.2009		18,552,617		106,840
20.08.2009		18,447,568		105,049
20.09.2009		18,342,138		105,429
20.10.2009		18,234,188		107,951
20.11.2009		18,127,987		106,201
20.12.2009		18,019,287		108,700
20.01.2010		17,912,309		106,978
20.02.2010		17,804,943		107,365
20.03.2010		17,690,958		113,985
20.04.2010		17,582,793		108,166
20.05.2010		17,472,184		110,608
20.06.2010		17,363,227		108,957
20.07.2010		17,251,851		111,377
20.08.2010		17,142,097		109,754
20.09.2010		17,031,946		110,151
20.10.2010		16,919,410		112,536
20.11.2010		16,808,454		110,956
20.12.2010		16,695,135		113,318
20.01.2011		16,583,368		111,767
20.02.2011		16,471,197		112,171
20.03.2011		16,352,855		118,342
20.04.2011		16,239,850		113,005
20.05.2011		16,124,541		115,309
20.06.2011		16,010,710		113,831
20.07.2011		15,894,600		116,111
20.08.2011		15,779,937		114,663
20.09.2011		15,664,860		115,077
20.10.2011		15,547,539		117,321
20.11.2011		15,431,621		115,918
20.12.2011		15,313,484		118,137
20.01.2012		15,196,720		116,764
20.02.2012		15,079,533		117,187
20.03.2012		14,958,404		121,129
20.04.2012		14,840,356		118,048
20.05.2012		14,720,149		120,207
20.06.2012		14,601,239		118,910
20.07.2012		14,480,195		121,044

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			Repayment
Repayment			Amount in
Date	Outstanding in USD		USD
20.08.2012		14,360,417		119,778
20.09.2012		14,240,206		120,211
20.10.2012		14,117,899		122,307
20.11.2012		13,996,811		121,088
20.12.2012		13,873,651		123,159
20.01.2013		13,751,680		121,972
20.02.2013		13,629,267		122,413
20.03.2013		13,501,641		127,626
20.04.2013		13,378,324		123,317
20.05.2013		13,253,000		125,324
20.06.2013		13,128,784		124,216
20.07.2013		13,002,587		126,197
20.08.2013		12,877,465		125,122
20.09.2013		12,751,890		125,574
20.10.2013		12,624,374		127,516
20.11.2013		12,497,884		126,490
20.12.2013		12,369,479		128,405
20.01.2014		12,242,067		127,412
20.02.2014		12,114,195		127,873
20.03.2014		11,981,620		132,575
20.04.2014		11,852,805		128,814
20.05.2014		11,722,142		130,663
20.06.2014		11,592,389		129,753
20.07.2014		11,460,814		131,575
20.08.2014		11,330,116		130,698
20.09.2014		11,198,946		131,171
20.10.2014		11,065,994		132,952
20.11.2014		10,933,868		132,126
20.12.2014		10,799,989		133,879
20.01.2015		10,666,901		133,088
20.02.2015		10,533,331		133,569
20.03.2015		10,395,592		137,739
20.04.2015		10,261,041		134,551
20.05.2015		10,124,807		136,234
20.06.2015		9,989,277		135,530
20.07.2015		9,852,092		137,186
20.08.2015		9,715,575		136,516
20.09.2015		0		9,715,575

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117

FOR INFORMATION PURPOSES ONLY

Overall Loan


			Repayment
Repayment	Overall Outstanding		Amount in
Date	in USD		USD
20.09.2008		245,000,000
20.10.2008		243,759,206		1,240,794
20.11.2008		242,542,508		1,216,698
20.12.2008		241,293,113		1,249,395
20.01.2009		240,067,496		1,225,617
20.02.2009		238,837,446		1,230,050
20.03.2009		237,519,355		1,318,092
20.04.2009		236,280,089		1,239,266
20.05.2009		235,008,776		1,271,314
20.06.2009		233,760,430		1,248,345
20.07.2009		232,480,298		1,280,132
20.08.2009		231,222,808		1,257,490
20.09.2009		229,960,770		1,262,038
20.10.2009		228,667,338		1,293,431
20.11.2009		227,396,058		1,271,280
20.12.2009		226,093,650		1,302,408
20.01.2010		224,813,062		1,280,588
20.02.2010		223,527,842		1,285,220
20.03.2010		222,159,739		1,368,103
20.04.2010		220,864,923		1,294,816
20.05.2010		219,539,656		1,325,267
20.06.2010		218,235,364		1,304,292
20.07.2010		216,900,894		1,334,470
20.08.2010		215,587,058		1,313,836
20.09.2010		214,268,471		1,318,587
20.10.2010		212,920,117		1,348,354
20.11.2010		211,591,884		1,328,233
20.12.2010		210,234,162		1,357,722
20.01.2011		208,896,215		1,337,947
20.02.2011		207,553,429		1,342,786
20.03.2011		206,133,143		1,420,286
20.04.2011		204,780,364		1,352,779
20.05.2011		203,398,801		1,381,563
20.06.2011		202,036,133		1,362,668
20.07.2011		200,644,966		1,391,167
20.08.2011		199,272,338		1,372,628
20.09.2011		197,894,746		1,377,592
20.10.2011		196,489,083		1,405,662
20.11.2011		195,101,425		1,387,658
20.12.2011		193,685,986		1,415,439
20.01.2012		192,288,190		1,397,796
20.02.2012		190,885,339		1,402,852
20.03.2012		189,432,873		1,452,465
20.04.2012		188,019,695		1,413,178
20.05.2012		186,579,470		1,440,225
20.06.2012		185,155,972		1,423,498

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			Repayment
Repayment	Overall Outstanding		Amount in
Date	in USD		USD
20.07.2012		183,705,724		1,450,248
20.08.2012		182,271,833		1,433,891
20.09.2012		180,832,755		1,439,077
20.10.2012		179,367,376		1,465,379
20.11.2012		177,917,794		1,449,582
20.12.2012		176,442,213		1,475,582
20.01.2013		174,982,051		1,460,161
20.02.2013		173,516,609		1,465,442
20.03.2013		171,985,136		1,531,473
20.04.2013		170,508,855		1,476,281
20.05.2013		169,007,342		1,501,513
20.06.2013		167,520,292		1,487,051
20.07.2013		166,008,319		1,511,973
20.08.2013		164,510,422		1,497,897
20.09.2013		163,007,107		1,503,315
20.10.2013		161,479,338		1,527,769
20.11.2013		159,965,061		1,514,277
20.12.2013		158,426,645		1,538,416
20.01.2014		156,901,328		1,525,317
20.02.2014		155,370,494		1,530,834
20.03.2014		153,779,744		1,590,750
20.04.2014		152,237,620		1,542,124
20.05.2014		150,672,158		1,565,462
20.06.2014		149,118,795		1,553,363
20.07.2014		147,542,417		1,576,378
20.08.2014		145,977,734		1,564,682
20.09.2014		144,407,393		1,570,341
20.10.2014		142,814,525		1,592,868
20.11.2014		141,232,744		1,581,781
20.12.2014		139,628,765		1,603,979
20.01.2015		138,035,462		1,593,303
20.02.2015		136,436,396		1,599,066
20.03.2015		134,783,794		1,652,602
20.04.2015		133,172,969		1,610,826
20.05.2015		131,540,780		1,632,188
20.06.2015		129,918,225		1,622,555
20.07.2015		128,274,645		1,643,580
20.08.2015		126,640,278		1,634,367
20.09.2015		0		126,640,278

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119

EXECUTION PAGE — FACILITY AGREEMENT

Borrower


SIGNEDby for and on behalf of GENESIS PORTFOLIO FUNDING I LIMITED	/s/	Brian Marks
Principal Guarantor
SIGNEDby for and on behalf of GENESIS LEASE LIMITED	/s/	Alan Jenkins
Manager
SIGNEDby for and on behalf of GENESIS LEASE LIMITED	/s/	Alan Jenkins
Arrangers
SIGNEDby for and on behalf of DVB BANK AG	/s/	Illegible	/s/	Illegible
SIGNEDby for and on behalf of HSH NORDBANK AG	/s/	Verheijen	/s/	Ronald Cymara
SIGNEDby for and on behalf of KFW IPEX-BANK AG	/s/	Thomas Brehler	/s/	Hilke Vareil
Facility Agent
SIGNEDby for and on behalf of HSH NORDBANK AG	/s/	Verheijen	/s/	Ronald Cymara
Security Trustee
SIGNEDby for and on behalf of HSH NORDBANK AG	/s/	Verheijen	/s/	Ronald Cymara

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120

Original Lenders


SIGNEDby for and on behalf of DVB BANK AG	/s/	Illegible	/s/	Illegible
SIGNEDby for and on behalf of HSH NORDBANK AG	/s/	Verheijen	/s/	Ronald Cymara
SIGNEDby for and on behalf of KFW IPEX-BANK GMBH	/s/	Thomas Brehler	/s/	Hilke Vareil

Facility Agreement - Execution Version

121

Genesis Lease Inactive 6-KCurrent report (foreign)