DOCUMENT: [DOC REF – 991237]-v2-[LESSOR] - Pro Forma CTA

DEFINITIONS – PART 1

The following words and expressions have the respective meanings set out below:

AD Compliance Period means the number of days after the Return Occasion identified in the Aircraft Specific Lease Agreement
under AD Compliance Period.1

Affiliate means a Subsidiary or a Holding Company of a Person or any other Subsidiary of that Holding Company.

Agreed Value means the amount in Dollars identified as such in the Aircraft Specific Lease Agreement as the same may
be adjusted in accordance with the Aircraft Specific Lease Agreement.

Aircraft means Aircraft and Engines identified in the Aircraft Specific Lease Agreement (which term includes,
where the context admits, a separate reference to all Engines, Parts and Aircraft Documents and Records).

Aircraft Documents and means the documents, data and records identified in the list attached to the Certificate of Acceptance, and
Records any other documents and records required in connection with Lessee's obligations under Clause x.x, and
all additions, renewals, revisions and replacements from time to time made to any of the foregoing in
accordance with the Lease.

Aircraft Specific Lease means an aircraft specific lease agreement entered or to be entered into between Lessor and Lessee.
Agreement

Airframe Supplemental Rent means the amount identified in the Aircraft Specific Lease Agreement for each Flight Hour operated by
the Aircraft.

Airframe means the Aircraft, excluding the Engines and Aircraft Documents and Records.

Airworthiness Directive means an airworthiness directive issued by [the State of Design or the State of Registration].

APU means the auxiliary power unit installed on the Aircraft on the Delivery Date and any replacement
auxiliary power unit installed on the Aircraft and title to which is transferred to Owner in accordance with
the Lease.

APU Overhaul means the full recondition of the APU in which such equipment has been fully disassembled; cleaned;
thoroughly inspected; and returned to the highest standard specified by the applicable manufacturer’s
manual. All open Airworthiness Directives that are required to be incorporated before the next
reconditioning shall be incorporated at the time of each shop visit.

APU Supplemental Rent means the amount identified in the Aircraft Specific Lease Agreement for each Flight Hour operated by
the APU.

Assignment of Insurances means the assignment of insurances in respect of the Aircraft in a form satisfactory to Lessor entered into
or to be entered into, as the context may require, between Lessee as assignor and Lessor as assignee.

Assignment of Reinsurances means an assignment of reinsurances required pursuant to Clause x.x.

Authorisation means it has the meaning given in Paragraph 2(f) of Schedule x.

Aviation Authority means each authority or Government Entity which, under the laws of the State of Registration or any
other applicable Law, from time to time:

(a) has control or supervision of civil aviation in that state; or

(b) has jurisdiction over registration, maintenance, condition, airworthiness or operation of,

or other matters relating to, the Aircraft.

1 Form of ASLA to be agreed

Back-To-Birth Traceability means with certified documentation available identifying precisely where, when and with which aircraft
operator the expired life and previous maintenance in relation to the relevant item occurred since that
item was new.

Basic Check means a “Basic Check” in accordance with Lessee's Maintenance Programme and the Manufacturer’s
Planning Document each in effect on the relevant date.

LENDER means [LENDER], a [UK/US/Japanese/Chinese etc.] financial institution.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for business in:

a) New York and [Lessee jurisdiction] in respect of the determination of any date on which any
payment in Dollars must be made by Lessee;

b) New York and Ireland in respect of the determination of any date on which any payment in
Dollars must be made by Lessor[;

c) [London, in respect of the determination of LIBOR;2]and

d) [Lessee jurisdiction] and Ireland in respect of all other matters.

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

Certificate of Acceptance means a certificate of acceptance in the form of Schedule x.

Conditions Precedent means the conditions specified in Schedule x and any others specified in the Aircraft Specific Lease
Agreement.

[Corporate Reorganisation means any amalgamation, de-merger, merger or reconstruction or reorganisation.][Not used]

Cycle means one take-off and landing of the Aircraft.

Damage Notification means $[ ].

Threshold

Deductible Amount means the amount identified as such in the Aircraft Specific Lease Agreement.

Default means an Event of Default or any event or circumstance which would (with the expiry of a grace period,
the giving of notice, the making of any determination or any combination of any of the foregoing) be an
Event of Default.

Delivery means delivery of the Aircraft by Lessor to Lessee under the Lease.

Delivery Condition means the requirements identified in the Aircraft Specific Lease Agreement provided that such
Requirements requirements are solely a description of the condition in which the Aircraft must be in order for Lessee to
be obligated to accept the Aircraft under the Lease.3

Delivery Date means the date on which Delivery occurs.

Delivery Location means the location identified in the Aircraft Specific Lease Agreement or such other location as Lessor
and Lessee may mutually agree in writing.

Demonstration Flight means a demonstration flight of not less than two hours duration in accordance with the Manufacturer's
standard flight operation check flight procedures or, subject to Lessor's prior written consent, Lessee's
acceptance flight procedure.

2 Will be needed for any floating rate rent determinations.

3 The ASLA rather than CTA will usually have the Delivery Conditions defined. If a new Aircraft being
delivered directly from the Manufacturer, then Delivery Conditions will be pursuant to the relevant airline’s
purchase contract.
Deregistration Powers of means it has the meaning given in Paragraph 2(n) of Schedule x.
Attorney

Dollars and $ means the lawful currency of the United States of America.

EASA means the European Aviation Safety Agency.

Engine means, whether or not installed on the Aircraft:

(a) each engine of the manufacture and model specified in the Lease for the Aircraft which Lessor offers
to Lessee for delivery with the Airframe on the Delivery Date, such engines being described as to serial
numbers on the Certificate of Acceptance; and

(b) any Replacement Engine, with effect from the time when title thereto has passed to Owner in
accordance with the Lease;

and in each case includes all modules and Parts from time to time belonging to or installed in that engine
but excludes any properly replaced engine title to which shall have passed to Lessee pursuant to the
Lease.

Engine Cycle means operation of an Engine on an aircraft from and including a take-off to and including the landing of
that aircraft.

Engine Event of Loss means the occurrence, with respect to an Engine only, whether or not installed on the Airframe, of any of
those events described in the definition of Event of Loss.

Engine Flight Hour means each hour or part thereof an Engine is operated, elapsing from the moment the wheels of an
aircraft on which such Engine is installed leave the ground until the wheels of such aircraft next touch the
ground.

Engine LLP Supplemental means, in respect of the life-limited Parts for each Engine, the amount identified in the Aircraft Specific
Rent Lease Agreement for each Engine Cycle operated by that Engine.

Engine Refurbishment means, with respect to any Engine, the complete reconditioning, visual inspection, full disassembly,
cleaning and repair as necessary in accordance with the Manufacturer’s manual for the specific Engine
type of the fan, compressor, combustion and turbine sections of such Engine in an engine repair/overhaul
station, including, complete unstacking and disassembly of the fan, high pressure turbine and low
pressure turbine (including both high and low compressors); complete visual inspection, de-blading of
discs as required; visual inspections of all discs; verification that all snap diameters on discs are within
limits; inspection of all blades for proper chord dimensions and cracking; repair or replacement of all
blades below minimums; inspection and repair of stators as necessary; blade-up of discs using new lock
plates; assembly of rotors in the turbine; balance of all rotors; and installation of rotors in the Engine and
incorporation of all open and outstanding Airworthiness Directives. Parts found to be deficient and
requiring replacement shall be replaced with the latest upgrade or improvement of that part.

Engine Supplemental Rent means in respect of each Engine, the amount identified in the Aircraft Specific Lease Agreement for each
Engine Flight Hour (or fraction thereof) operated by that Engine.

Equipment Change means it has the meaning given in Clause x.12.

EU-OPS means JAR-OPS 1 as revised pursuant to Annex III of European Council Regulation (EEC) No. 3922/91
as amended and updated from time to time.

Eurocontrol means the European Organisation for the Safety of Air Navigation.

Event of Default means any event or condition specified in Schedule x.

Event of Loss means with respect to the Aircraft (including for the purposes of this definition the Airframe):

(a) the actual or constructive, compromised, arranged or agreed total loss of the Aircraft;

(b) the Aircraft being destroyed, damaged beyond economic repair or permanently rendered unfit for
normal use for any reason whatsoever;
 (c) the Aircraft being requisitioned for title, or title to the Aircraft being otherwise compulsorily acquired
by the government of the State of Registration or any other authority; or

(d) the Aircraft being hijacked, stolen, confiscated, seized, detained or requisitioned for use or hire for (i)
a period of more than 30 days (or 60 days in the case of requisition for use or hire by the government of
the State of Registration) or (ii) if a shorter period, such number of days as ends on the Expiry Date.

Expiry Date means the Original Scheduled Expiry Date or if earlier (i) the date when Lessor acting in accordance with
the provisions of the Lease, terminates the leasing of the Aircraft to Lessee under the Lease, or (ii) subject
to the provisions of Clause x.1 and x.2, the date when Lessor receives the Agreed Value together with
any other amounts then due and unpaid under the Lease and the Other Agreements following an Event of
Loss; provided that if the Term is extended pursuant to Clause x.2, the Expiry Date shall be extended to
the date when the Aircraft has been redelivered to Lessor in full compliance with the Lease;

FAA means the Federal Aviation Administration of the United States of America and any successor thereof.

FAR means the Federal Aviation Regulations set out in Title 14 of the United States Code of Federal
Regulations, as amended and modified from time to time.

Financial Indebtedness means any indebtedness in respect of:

(a) moneys borrowed or raised;

(b) any liability under any lease, conditional sale, hire purchase, debenture, bond, note, loan stock,
acceptance, documentary credit or other security;

(c) the acquisition cost of any asset to the extent payable before or after the time of acquisition or
possession; or

(d) any guarantee, indemnity or similar assurance against financial loss of any person in respect of the
above.

Final Inspection means it has the meaning given in Clause x.1 of Schedule x.

Financial Information means:

(a) as soon as available but not in any event later than forty-five (45) days after the last day of each such
financial quarter, the consolidated management accounts of Lessee [and, if applicable, Guarantor]
(comprising a balance sheet and profit and loss statement and cash flow forecasts) in English prepared for
the most recent previous financial quarter certified by a qualified financial officer of Lessee [and, if
applicable, Guarantor] as being true and correct; and

(b) as soon as available but not in any event later than 120 days after the last day of each financial year of
Lessee [and, if applicable, Guarantor], Lessee's [and, if applicable, Guarantor's] audited consolidated
balance sheet in English as of such day and its audited consolidated profit and loss statement for the year
ending on such day.

Financing Parties means the Security Trustee and each Person or Persons from time to time notified by Lessor to Lessee as
(a) providing finance to the Lessor Parties or Owner in respect of its acquisition, ownership or leasing of
the Aircraft (whether by way of superior lease, loan or otherwise) or (b) acting as agent or security trustee
or such similar role on behalf of such Person or Persons; as at the date of commencement of the Lease,
and unless and until notified by Lessor and Security Trustee in writing to the contrary, each of
[LENDER] and [TRUST COMPANY], an [English/French etc.] company, is a “Financing Party”.

Flight Hour means each hour or part thereof elapsing from the moment the wheels of the Aircraft leave the ground on
take off until the wheels of the Aircraft next touch the ground.

Geneva Convention means the Convention for the International Recognition of Rights in Aircraft, signed (ad referendum) at
Geneva, Switzerland, on June 19, 1948, and amended from time to time, but excluding the terms of any
adhesion thereto or ratification thereof containing reservations to which the United States of America
does not accede.

Governing Law means English law.

Government Entity means (a) any national or transnational government, legislature, political subdivision thereof, or local
jurisdiction therein; (b) any ministry, instrumentality, department, board, commission, court, authority,
agency or body of any of the above, however constituted; or (c) any association, organisation, or
institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in
 whose activities any of the above is a participant.

Guarantee means a guarantee and indemnity [in form and substance acceptable to Lessor] [in substantially the form
attached in Schedule 14].

Habitual Base means [Country] or, subject to the prior written consent of Lessor, any other country or countries in
which the Aircraft is for the time being habitually based.

Holding Company means it shall be construed in accordance with Section 736 of the Companies Act 1985 as substituted by
Section 144 (1) of the Companies Act 1989.

Indemnitee means each of the Lessor Parties, Owner, Manager, the Financing Parties and each of their respective
successors, transferees and assigns, shareholders, subsidiaries, Affiliates, partners, contractors, directors,
officers, servants, agents and employees.

Insolvent means in relation to any relevant Person that such Person:

(a) cannot or is deemed by applicable Law to be unable to pay its debts;

(b) stops trading or threatens to stop trading;

(c) goes into liquidation or is wound up in any jurisdiction (other than a solvent re-organisation which
Lessor approves in writing); or its directors or one or more creditors applies to the court for an
administration order or winding up order;

(d) goes into administrative receivership or administration, has a receiver appointed over any of its
assets or is the subject of any similar proceedings in any country;

(e) proposes a voluntary arrangement or scheme of arrangement to creditors;

(f) enters into any process or scheme for the benefit of creditors as a whole under which their rights
are suspended or affected; or

(g) suspends making payments on all or any class of its debts or announces an intention to do so, or a
moratorium is declared in respect of any of its indebtedness. 4

Insurances means insurances in respect of the Aircraft in form and substance satisfactory to Lessor, and includes any
insurances and reinsurances required by Clause x and Schedule y.

Interest Rate means [BANK]’s (or any replacement bank reasonably proposed by Lessor) prime rate plus five percent
(5%) per annum.

International Registry means the registry established pursuant to the Cape Town Convention.

Landing Gear means the landing gear assembly of the Aircraft excluding any rotable components.

Landing Gear Overhaul: means the full reconditioning of the landing gear in which such equipment has been removed; fully
disassembled; cleaned; thoroughly inspected; and returned to the highest standard specified by the
applicable manufacturer’s manual.

Landing Gear Supplemental means in respect of the Landing Gear, the amount identified in the Aircraft Specific Lease Agreement for
Rent each Flight Hour operated with the Landing Gear installed.

Law means and includes (a) any statute, decree, constitution, regulation, order, judgment or other directive of
any Government Entity; (b) any treaty, pact, compact or other agreement to which any Government
Entity is a signatory or party; (c) any judicial or administrative interpretation or application of any Law
described in (a) or (b) above; and (d) any amendment or revision or replacement or re-enactment of any
Law described in (a), (b) or (c) above.

Lease means an Aircraft Specific Lease Agreement for the Aircraft (and any Schedules, supplements,
amendments, modifications or side letter agreements related to the Lease executed contemporaneously
with or subsequently to the Aircraft Specific Lease Agreement) which incorporates this Common Terms

4 The insolvency events of default listed here do not conform to those in the Finance Lease. This is just to
highlight the importance of having one and only one definition of something!
 Agreement.

Lessee means the Person named as Lessee in the applicable Aircraft Specific Lease Agreement.

Lessee Acknowledgement means the form of acknowledgement of assignment in the form of Part 2 of Schedule x.

Lessee Representations and means the representations and warranties set out in Clause x.1 of Schedule 2.
Warranties

Lessee Affiliate means any Subsidiary or Holding Company for the time being of Lessee.

Lessee’s Maintenance means the Maintenance Programme, as at the date of the Lease, specifically approved by the Aviation
Programme Authority for Lessee’s maintenance of the Aircraft.

Lessor means the Person named as Lessor in the applicable Aircraft Specific Lease Agreement.

Lessor Lien means any Security Interest whatsoever from time to time created by Lessor or Owner in connection with
the financing of the Aircraft and any other Security Interest in the Aircraft which results from acts of or
claims against Lessor or Owner not related to the transactions contemplated by or permitted under the
Lease.

Lessor Parties means the Lessor and each Sublessor.

Lessor Representations and means the representations and warranties set out in Clause x.2 of Schedule 2.
Warranties

Letter of Credit means any letter of credit or similar documentary credit issued in relation to the Lease pursuant to Clause
x.14 and any replacement or renewal of that letter of credit.

Losses means any liabilities, taxes, obligations, losses, claims, charges, indemnity payments, interest (including
default interest), damages, penalties, fines, fees, costs and expense (including the fees and expenses of
professional advisers), of any kind, whether direct or indirect.

Maintenance Contributions means all amounts payable by Lessor pursuant to Clause x.2.

Maintenance Performer means such Person as is approved and internationally recognised by the FAA or EASA (as required) to
perform maintenance and/or modification services on commercial aircraft and/or commercial aircraft
engines: Lessee to ensure that such Person has recognised standing and experience, suitable facilities and
suitable equipment to perform such services on aircraft and/or engines of the same or improved model as
the Aircraft or, in the case of engines, the Engines.

Maintenance Programme means an Aviation Authority approved maintenance programme for the Aircraft in accordance with the
Manufacturer’s and/or OEM’s specifications, requirements, service bulletins, planning documents,
maintenance manuals, review board publications and documents and encompassing scheduled
maintenance (including block maintenance), condition-monitored maintenance, and/or on-condition
maintenance of Airframe, Engines and Parts, including servicing, testing, preventive maintenance,
repairs, structural inspections, system checks, overhauls, approved modifications, service bulletins,
engineering orders, airworthiness directives, corrosion control, inspections and treatments.

Major Checks means any Basic Check, multiple Basic Check or heavier check (including structural inspections and
CPCP) suggested for commercial aircraft of the same model as the Aircraft by its manufacturer (however
denominated) as set out in Lessee's Maintenance Programme.

Manager means [LESSOR] and/or each other Person which from time to time acts as a servicer, manager,
administrator, agent or in a similar capacity with respect to the Aircraft and/or the Lease and their
successors and assigns, including each such Person which Lessor from time to time notifies Lessee as
being a Manager.

Manufacturer means the manufacturer of the Airframe (or if the context requires, an Engine) as identified in the Aircraft
Specific Lease Agreement

Manufacturer's Maintenance means the recommended maintenance programme for the Aircraft issued by the Manufacturer.
Planning Document

Minimum Rating means a long-term unsecured debt rating issued by [CREDIT AGENCY(S&P, Kroll, Moody’s etc.] of
Requirement AA.
Mortgage means, collectively, each aircraft mortgage, pledge or other security agreement entered into or to be
entered into between the Owner and the Security pursuant to which Owner shall grant a first priority
security interest in the Aircraft to and in favour of the Security Trustee.

New York Convention means the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

OEM means, in relation to any Part, the original equipment manufacturer of such Part.

Original Scheduled Expiry means either (i) the date specified under “Duration of Term” in the Aircraft Specific Lease Agreement or
Date (ii) the day preceding the numerically corresponding day to the Rent Commencement Date ‘X’ number of
months after the Rent Commencement Date where ‘X’ shall be the actual number of months specified
under “Duration of Term” in the Aircraft Specific Lease Agreement. If either such date in (i) or (ii)
above does not fall on a day that is a Business Day, then the Original Scheduled Expiry Date shall be the
immediately preceding Business Day.

Other Agreements means any aircraft specific lease agreement or other agreement from time to time entered into between
[Owner and/or Lessor (or any subsidiary, associate or affiliate of any of them)] 5 and Lessee (or any
Subsidiary, associate or Affiliate of Lessee).

Owner means the Person identified in the Aircraft Specific Lease Agreement as Owner or such other Person as
Lessor may notify Lessee from time to time.

Part means, whether or not installed on the Aircraft:

(a) any part, appliance, accessory, instrument, appurtenance, component, module, furnishing or
equipment (other than a complete Engine) furnished with the Aircraft on the Delivery Date; and

(b) any other part, appliance, accessory, instrument, appurtenance, component, module, furnishing or
equipment (other than a complete Engine), with effect from the time when title thereto has passed
to Owner pursuant to the Lease;

but excludes any such items title to which shall have passed to Lessee pursuant to the Lease.

Part 121 or FAR Part 121 means Part 121 of the FAR, as amended or modified from time to time.

Permitted Lien means:

(a) any Security Interest for Taxes not assessed or, if assessed, not yet due and payable, or being
diligently contested on reasonably grounds and in good faith by appropriate proceedings;

(b) any Security Interest of a repairer, mechanic, carrier, hangar-keeper or other similar lien arising in
the ordinary course of business by operation of Law in respect of obligations which are not
overdue or are being diligently contested on reasonable grounds and in good faith by appropriate
proceedings;

(c) any Lessor Lien; and

(d) the rights of others under any sub-lease agreements or arrangements to the extent expressly
permitted under Clause x.4;

but only if (in the case of both (a) and (b)) (i) adequate reserves have been provided by Lessee for the
payment of such Taxes or obligations or, when required in order to pursue such proceedings, an adequate
bond has been provided; and (ii) so long as at the time of entering into such proceedings and during the
continuing prosecution thereof there are no reasonable grounds to believe that the outcome of such
proceedings per se, or the continued existence of such Security Interest, involves any likelihood of the
sale, forfeiture, detention or loss of the Aircraft, the Airframe, any Engine or any Parts or any interest
therein or any liability on the part of any Lessor Party, Owner or any Financing Party.

Permitted Sub-Lease means any sub-lease of the Aircraft to a Permitted Sub-Lessee as provided for pursuant to Clause x.4.

Permitted Sub-Lessee means[:

(a) [an Approved Sub-Lessee; and]

5 Scope to be discussed. Is this intended to go extend beyond this facility?

 (b) any lessee of the Aircraft approved by Lessor in writing as a permitted sub-lessee for the purposes
of Clause x.4].

Person means any individual person, any form of corporate or business association or body, trust, Government
Entity, or organisation or association of which any of the above is a member or a participant.

Protocol means the Protocol to the Cape Town Convention On Matters Specific To Aircraft Equipment signed in
November 2001, which is sometimes also referred to as the “Aircraft Equipment Protocol”.

Redelivery Location means the location identified in the Aircraft Specific Lease Agreement as the Redelivery Location or
such other location as may be agreed in writing by Lessor and Lessee.

Regulations means any Law or regulation (including any internal corporate regulation), official directive or
recommendation, mandatory requirement or contractual undertaking which applies to Lessee or the
Aircraft and any Law or regulation, official directive or recommendation or mandatory requirement
which applies to Lessor, Owner, Financing Parties or any [Servicing Party].

Relevant Documents means this Common Terms Agreement, the Aircraft Specific Lease Agreement, the Assignment of
Insurances, the Deregistration Power of Authority, the Authorisation, the Lessee Acknowledgement and,
if relevant, the Guarantor Acknowledgement

Relevant Taxes means those Taxes which any Indemnitee may suffer or incur, whether directly or indirectly and which
arise as a result of: (i) the manufacture, purchase, delivery, ownership, financing, mortgaging,
maintenance, repair, overhaul, management, possession, operation, redelivery, transfer of ownership or
possession, import, export, registration, storage, modification, leasing, insurance, inspection, testing,
design, sub-leasing, use, condition or other matters relating to or attributable to the Aircraft, Lessee or the
Lease, or any rent, receipts, insurance proceeds, income or other amounts arising therefrom; or (ii) any
breach by Lessee of its obligations or (iii) entering into the Relevant Documents.

Rent means all amounts payable pursuant to Clause x.3.

Rental Period means each period ascertained in accordance with Clause x.2.

Rent Commencement Date means the date on which Lessor properly offers the Aircraft for Delivery to Lessee under Clause x.2(a).

Rent Date means the first day of each Rental Period.

Replacement Engine means an engine of the same manufacturer and model, or at Lessee’s option an engine of an improved
model and having equivalent or better value, utility, modification status, time elapsed since hot section
refurbishment, cold section refurbishment, reduction gear overhaul, life limited part utility and remaining
equivalent warranty status as the Engine it replaces under Clause x.11 (assuming that such replaced
Engine has been maintained in the condition and state of repair required under the Lease), and is
otherwise of an equivalent or better value and utility and suitable for installation and use on the Airframe
without impairing the value or utility of the Airframe and compatible with the remaining installed
Engine(s).

Required LC Expiry Date means the date being 60 days after the Expiry Date.

Return Occasion means the time at which the Aircraft is redelivered to Lessor in accordance with Clause x2.

Security Agreements means, collectively, the security agreement in respect of the Aircraft entered into or to be entered between
the Lessor Parties and Owner and security agreement in respect of the Aircraft entered into or to be
entered between the Owner and the Security Trustee.

Scheduled Delivery Date means the date defined in the Aircraft Specific Lease Agreement as the Scheduled Delivery Date or, if no
such date is defined therein, the date notified to Lessee by Lessor pursuant to Clause x.1 (a).

Scheduled Delivery Week means the week defined in the Aircraft Specific Lease Agreement as the Scheduled Delivery Week or, if
no such week is defined therein, the week notified to Lessee by Lessor pursuant to Clause x.1 (a).

Security Interest means any mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, right of detention,
right of set-off or other security interest securing any obligation of any person or any other agreement or
arrangement having a similar effect, in each case howsoever created or arising..

Security Trustee means [TRUST COMPANY], in its capacity as security trustee for itself and [LENDER] and any other
Person or Persons from time to time notified by Lessor in writing to Lessee as being the “Security
Trustee”.
SLOATL means sea level outside air temperature limit.

State of Incorporation means [LESSEE’s State of Incorporation] ].

State of Design means the state having jurisdiction over the Person responsible for the type design of the Aircraft or any
Engine or Part.

State of Registration means [ ].

Sublessor means each person identified as such in the applicable Aircraft Specific Lease Agreement, being the
person or persons through whom the Aircraft is leased from Owner to Lessor pursuant to one or more
intermediate lease agreements.

Subsidiary means:

(a) in relation to any reference to accounts, any company whose accounts are consolidated with the
accounts of Lessee in accordance with accounting principles generally accepted under accounting
standards of the State of Incorporation;

(b) for any other purpose, an entity from time to time:

i. of which another has direct or indirect control or owns legally or beneficially, directly or
indirectly more than 50 percent of the voting share capital; or

ii. which is a direct or indirect subsidiary of another under the Laws of the jurisdiction of its
incorporation.

Supplemental Rent means, as applicable, all amounts payable under the Lease in respect of each of Airframe Supplemental
Rent, Engine Supplemental Rent, Engine LLP Supplemental Rent, APU Supplemental Rent and Landing
Gear Supplemental Rent.

Taxes means any and all present and future taxes, duties, withholdings, levies, assessments, imposts, fees and
other governmental charges of any nature whatsoever and wheresoever imposed (including any value
added or similar tax and any and any franchise, transfer, sales, use, business, occupation, excise, personal
property, real property, stamp, income, goods and services, fuel, carbon, leasing, occupational, turnover,
excess profits, gross receipts, registration, licence, corporation, capital gains, export/import, customs,
demurrage or other taxes, levies, imposts, duties, withholdings or charges of any nature whatsoever (or
any other amount corresponding to any of the foregoing) now or hereafter imposed, levied, collected,
withheld or assessed by any national or regional taxing or fiscal authority or agency or other Government
Entity), together with any penalties, fines, surcharges and interest thereon and any additions thereto.

Technical Report means a monthly report of major component changes, incidents and the Flight Hours, Cycles, Engine
Flight Hours and Engine Cycles operated by the Airframe and Engines in respect of each calendar month
in the form required by Lessor.

Term means the period commencing at Delivery on the Delivery Date and ending on the Expiry Date.

Termination Event means it is or becomes unlawful for Lessee to perform any of its obligations under the Lease, or the Lease
is or becomes wholly or partly invalid or unenforceable.
 DEFINITIONS – PART 2

Where applicable, the following words and expressions shall be defined in the Aircraft Specific Lease Agreement for the Aircraft:
AD Factor
AD Threshold
Airframe Structural Check
Annual Supplemental Rent Adjustment
Approved Sub-Lessee
Assumed Ratio
Assumed Utilisation
Deposit
Engine Thrust Setting
Final Delivery Date
Guarantor
LC Amount
Minimum Airframe Life Limited Component Flight Hours
Minimum Airframe Life Limited Component Cycles
Minimum APU Limit
Minimum Component Calendar Life
Minimum Component Cycles
Minimum Component Flight Hours
Minimum Engine Cycles
Minimum Engine Flight Hours
Minimum Landing Gear Calendar Time
Minimum Landing Gear Cycles
Minimum Landing Gear Flight Hours
Minimum Liability Coverage
Redelivery Check
Scheduled Delivery Week
[Seller]
DOCUMENT: [DOC REF – 991236]-v3-[LESSOR] - Primary Funding Agreement

DEFINITIONS AND INTERPRETATION

Definitions

Capitalised terms and expressions used herein and not otherwise defined shall have the respective meanings
ascribed thereto in Part A of Appendix A (Master Definitions Schedule).

Interpretation

The rules of interpretation set out in Part B of Appendix A (Master Definitions Schedule) shall apply to this
Agreement.

Third Party Rights

Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the
Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.

PART A
DEFINITIONS

"A Facility" means that portion of the Facility in the amount of nine hundred and seventy-five million
Dollars ($975,000,000) made available under the Funding Agreement as described in part
(a) of Clause x (The Facility) of the Funding Agreement.

"A Portion" means, in respect of any Loan, at any time, the portion of the principal amount of that Loan
identified as the "A Portion" of that Loan in the Loan Supplement relating to that Loan which
is outstanding at that time.

"A Portion Maximum" means, in respect of the A Portion of any Loan, eighty per cent. (80%) of the Net Price of the
relevant Aircraft.

"Acceleration Event" means any event or circumstance specified as an "Acceleration Event" in Clause x.4
(Mandatory Prepayment) of the Funding Agreement.

"Acceptance Certificate"
means, in respect of any Aircraft, the acceptance certificate executed or to be executed, as the
context may require, by the Borrower (or by the relevant Operating Lessee on the Borrower's
behalf, as the case may be) pursuant to the relevant Purchase Agreement Assignment or, as
the case may be, the relevant Sale Agreement, pursuant to which the Borrower confirms its
acceptance of the Aircraft from the Manufacturer or, as the case may be, the relevant Seller.

"Account Bank" means [•].

"Account Charges" means the General Account Charge and each Intermediate Account Charge.

"Additional Debt Service means an amount in Dollars equal to one point sixty-six per cent. (1.66%) of the amount of
Reserve Amount" the A Facility which, at the expiration of the Availability Period has not for any reason been
drawndown during the Availability Period.

"Administration Fee means, in respect of any Loan advanced on or before the date falling eighteen (18) months
Rate" after the date of the Funding Agreement, zero point zero five per cent. (0.05%) per annum;
and in respect of any Loan advanced thereafter, the applicable administration fee rate having
regard to the Lender's operational policies determined as at the Drawdown Date relating to
that Loan and as specified in the Loan Supplement relating to that Loan.

"Affiliate" means, 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 Value" means, in respect of any Aircraft, at the relevant Delivery Date or thereafter at the
commencement of any applicable policy period under the relevant Insurances, an amount
equal to not less than, in the case of any Aircraft for which the Loan relating to such Aircraft
 is a Floating Rate Loan, one hundred and fifteen per cent. (115%) of the relevant Termination
Sum as at that time or, in the case of any Aircraft for which the Loan relating to such Aircraft
is a Fixed Rate Loan, one hundred and twenty per cent. (120%) of the relevant Termination
Sum as at that time.

"Aircraft" means any, each or all, as the context may require, of the Qualifying Aircraft in respect of
which Delivery shall occur, as more particularly described in the Loan Supplements relating
thereto, including the relevant Airframe, Engines and all Parts of the relevant Airframe and
Engines and, where the context so permits, the relevant Manuals and Technical Records.

"Aircraft Expenses" means storage, maintenance, insurance, transition, overhaul and capital improvement
expenses associated with any Aircraft.

"Aircraft Report" means a report to be issued to the Lender pursuant to Clause [ ] substantially in the form
set out in Schedule 10 (Forms of Reports).

"Aircraft Sector means the Sector Understanding on Export Credits for Civil Aircraft published by the
Understanding" Organisation for Economic Co-operation and Development dated 27 July 2007, as
supplemented, amended and/or replaced from time to time.

"Aircraft Specific means, in respect of any Aircraft, the applicable:

Operative Documents"

Aircraft Specific Security Documents;

Airframe Warranties Agreement (if applicable);

Bill(s) of Sale;

Deregistration Power(s) of Attorney;

Engine Warranties Agreement;

Finance Lease Supplement;

IDERA(s) (if applicable);

Intermediate Lease(s);

Intermediate Lease Supplement(s);

Letter of Authority;

Loan Supplement;

Nominee Documents (if applicable);

Notice of Borrowing;

Operating Lease;

Operating Lease Credit Documents;

Operating Lease Supplement;

Payments Letter;

Purchase Agreement Assignment (if applicable);

Sale Agreement (if applicable); and

 any other document, instrument or agreement designated in writing as an "Aircraft Specific
Operative Document" in respect of that Aircraft by the Borrower, the Lessee and the Security
Trustee (acting on the instructions of the Lender) and each and every notice,
acknowledgement, consent, demand, agreement or document delivered or required to be
delivered under any of the foregoing and "Aircraft Specific Operative Document"

"Aircraft Specific means, in respect of any Aircraft, the applicable:

Security Documents"

Assignment of Insurances;

Assignment of Reinsurances (if applicable);

Borrower Security Agreement;

Lessee Security Agreement;

Mortgage(s);

Nominee Security Documents (if applicable); and

any other document, instrument or agreement designated in writing as an "Aircraft Specific

Security Document" in respect of that Aircraft by the Borrower, the Lessee and the Security
Trustee (acting on the instructions of the Lender) and each and every notice,
acknowledgement, consent, demand, agreement or document delivered or required to be
delivered under any of the foregoing and "Aircraft Specific Security Document"

"Airframe" means, in respect of any Aircraft:

the airframe described in the Finance Lease Supplement in respect of that Aircraft; and

any and all Parts which are: (i) installed in or attached to such airframe on the relevant
Delivery Date; or (ii) installed in or attached to such airframe at any time subsequent to the
relevant Delivery Date (but excluding any Part installed in or attached to such airframe on a
temporary basis in accordance with the terms of the Finance Lease (while the Aircraft is Off-
Lease) or in accordance with the terms of the relevant Operating Lease (while the Aircraft is
On-Lease); or (iii) so long as title thereto shall remain vested in the Borrower (or, if
applicable, the relevant Nominee), removed from such airframe.

"Airframe Warranties means, in respect of any Aircraft, the airframe warranties assignment in respect of that
Agreement" Aircraft in a form satisfactory to the Lender and the Security Trustee pursuant to which
(unless dealt with in the relevant Purchase Agreement Assignment) all assignable airframe
warranties in respect of the Aircraft are assigned to the Operating Lessor and which may
contain an authorisation in favour of the relevant Operating Lessee entitling such Operating
Lessee to exercise such warranties for the duration of the Operating Lease Period so long as
no Operating Lease Event of Default has occurred and is continuing, together with the
Manufacturer's consent and agreement to such arrangements (or any other document in a form
satisfactory to the Lender and the Security Trustee which achieves substantially the same
result).

"Airworthiness Directive" means, in respect of any Aircraft, an airworthiness directive issued by the Federal Aviation
Authority or the Aviation Authority of the State of Registration of the Aircraft.

"[LESSOR] Group means the Lessor, the Lessor Shareholder, each Sublessee, each Sublessee Shareholder, the
Company" Servicer and each of their respective affiliates.

"Appraisal" means, in respect of any Aircraft, a "Desktop Appraisal" (as defined in the appraiser's
handbook published by ISTAT) by an Appraiser of that Aircraft based on the Current Market
Value.

"Appraised Value" means, as of any date of determination in respect of any Aircraft, the average of the three
Appraisers' most recent Current Market Values for that Aircraft.
"Appraisers" means The Aircraft Value Analysis Company, Ascend Worldwide Limited and BAC Aviation
and, if any such Appraiser ceases to be in the business of providing Appraisals, any reputable
provider of Appraisals appointed by the Lender as a replacement for such Appraiser
following consultation with the Lessee.

"Assignment of means, in respect of any Aircraft, the assignment of insurances in respect of that Aircraft in a
Insurances" form satisfactory to the Lender and the Security Trustee entered into or to be entered into, as
the context may require, between the Operating Lessee and the Operating Lessor in respect of
that Aircraft.

"Assignment of means, if required in respect of any Aircraft pursuant to Paragraph (Insurance Undertakings),
Reinsurances" the assignment of reinsurances in respect of that Aircraft in a form satisfactory to the Lender
and the Security Trustee entered into or to be entered into, as the context may require,
between the primary insurer(s) of such Aircraft, as assignor, and the Operating Lessor, as
assignee.

"Authorised Maintenance means any maintenance provider or providers selected by Servicer (acting in accordance with
Performer" the Standard) and certified by EASA and/or the FAA.

"Availability Period" means the period commencing on the date of the Funding Agreement and ending on the date
upon which Facility Termination occurs (both dates inclusive).

"Available A Facility" means, at any time, the amount of the A Facility, minus:

the aggregate amount of the A Portions of each Drawdown made under the Funding
Agreement;

in relation to any proposed Drawdown, the aggregate amount of the A Portions of each
Drawdown in respect of any other Loans requested that are due to be made on or before the
proposed Drawdown Date; and

any amount by which the A Facility is rateably reduced as a result of a voluntary cancellation
by the Borrower of the Facility in accordance with Clause x.5 (Voluntary Cancellation of
Facility) of the Funding Agreement.

"Available B Facility" means, at any time, the amount of the B Facility, minus:

the aggregate amount of the B Portions of each Drawdown made under the Funding
Agreement;

in relation to any proposed Drawdown, the aggregate amount of the B Portions of each
Drawdown in respect of any other Loans requested that are due to be made on or before the
proposed Drawdown Date; and

any amount by which the B Facility is rateably reduced as a result of a voluntary cancellation
by the Borrower of the Facility in accordance with Clause x.5 (Voluntary Cancellation of
Facility) of the Funding Agreement.

"Available Facility" means the aggregate of the Available A Facility and the Available B Facility.

"Aviation Authority" means, in respect of any Aircraft, any one or more person(s) who, under the laws of the
applicable State of Registration, shall from time to time have control or supervision of civil
aviation in that state or have jurisdiction over the registration, airworthiness or operation of,
or other matters relating to, that Aircraft.

"B Facility" means that portion of the Facility in the amount of one hundred and fifty-two million Dollars
($152,000,000) made available under the Funding Agreement as described in part (b) of
Clause x (The Facility) of the Funding Agreement.

"B Portion" means, in respect of any Loan, at any time, the portion of the principal amount of that Loan
identified as the "B Portion" of that Loan in the Loan Supplement relating to that Loan which
is outstanding at that time.
"B Portion Prepayment means, with respect to any Loan on any Prepayment Date, an amount equal to the sum of:
Amount"

(a) the amount by which (A) exceeds (B) (such amount, the "Excess Amount") where
(A) is the sum of (i) the amount set forth opposite the Payment Date immediately preceding
such Prepayment Date, unless such Prepayment Date is a Payment Date, in which case the
amount set forth opposite such Payment Date (whichever Payment Date is applicable being
the "Applicable Reference Date") in column (2) of the repayment schedule contained in Part
C of Annex 2 of the Loan Supplement relating to such Loan (the "Pro Forma Amortisation
Amount") plus (ii) the amount of interest that would accrue on such Pro Forma Amortisation
Amount at the Pro Forma Rate from and including the Applicable Reference Date to but
excluding the Prepayment Date (which amount shall, for the avoidance of doubt, be zero if
the Prepayment Date is a Payment Date) and (B) is the sum of (i) the principal amount of the
A Portion of such Loan due and payable on such Prepayment Date plus (ii) accrued interest
on the outstanding principal amount of the A Portion of such Loan as at such Prepayment
Date pursuant to Clause x.1 (Calculation of Interest) of the Funding Agreement; plus

(b) an amount equal to the interest that would accrue on the difference between (C) and
(D), where (C) is the outstanding principal amount of the B Portion of such Loan set forth
opposite the Applicable Reference Date in column (2) of the repayment schedule contained in
Part B of Annex 2 of the Loan Supplement relating to such Loan and (D) is the Excess
Amount, during the period from and including the Prepayment Date to but excluding the
Reimbursement Date and utilising the rate of interest applicable to such Loan on the
Applicable Reference Date pursuant to Clause x.1 (Calculation of Interest) of the Funding
Agreement; plus

(c) the amount of the Export Credit Guarantee Fee relating to such Loan that the
Lender determines will not be refunded by the Export Credit Guarantor to the Lender as a
result of such prepayment, as notified by the Lender to the Borrower as soon as practicable
prior to the relevant Prepayment Date; minus

(d) an amount equal to the accrued interest on the B Portion of such Loan pursuant to
Clause x.1 (Calculation of Interest) of the Funding Agreement paid by the Borrower on such
Prepayment Date.

"Basic Portion of the means, in respect of any Aircraft in relation to which Floating Rent is payable pursuant to the
Floating Rent" Finance Lease and in respect of any Payment Date, the sum equal to the instalment of
principal of the Loan relating to that Aircraft to be repaid by the Borrower to the Lender
under Clause x.1 (Repayment of Loans) of the Funding Agreement on such date.

"Bill of Sale" means, in respect of any Aircraft, each bill of sale relating to that Aircraft in a form
satisfactory to the Lender, executed or to be executed, as the context may require, by any
person transferring title to that Aircraft to another person, including without limitation the
Manufacturer's bill of sale and, if relevant, the bill of sale executed by the Seller in favour of
the Borrower.

"Borrower" means B737 2019 Funding Limited, a company incorporated and existing under the laws of
the Cayman Islands having its registered office at Grand Cayman, KY1-1102, Cayman
Islands.

"Borrower means the corporate administration agreement dated on or about the date of this Agreement
Administration between the Borrower, the Lessee, the Security Trustee and the Borrower Shareholder as to
Agreement" the administration of the Borrower.

"Borrower Declaration of means the declaration of trust dated on or about the date of this Agreement, entered into by
Trust" the Borrower Shareholder as trustee and relating to the establishment of a trust for the
purpose of holding the issued and outstanding share capital of the Borrower.

"Borrower Security means, in respect of any Aircraft, the borrower security agreement in respect of that Aircraft
Agreement" substantially in the agreed form entered into or to be entered into, as the context may require,
between the Borrower and the Security Trustee.
"Borrower Share Charge" means the charge over shares dated on or about the date of this Agreement between the
Borrower Shareholder and the Security Trustee in respect of the shares in the Borrower.

"Borrower Share Charge means each of the documents, share certificates, letters and instruments required to be
Ancillary Documents" delivered by the Borrower Shareholder to the Security Trustee pursuant to the Borrower
Share Charge.

"Borrower Shareholder" means ACME Shareholdings Limited, a company duly incorporated and existing under the
laws of the Cayman Islands having its registered office at Grand Cayman, KY1-1102,
Cayman Islands.

"Breakage Costs" means:

in respect of any Floating Rate Loan, the amount (if any) by which any interest which would
be received by the Lender as a result of putting the relevant principal amount of such Floating
Rate Loan on deposit with one of the Reference Banks for a period equal to the then
remaining portion of the Interest Period in relation to such Floating Rate Loan is lower than
the amount of interest which would have accrued pursuant to Clause x.1 (Calculation of
Interest) of the Funding Agreement on such principal amount of such Floating Rate Loan
during such remaining portion of such Interest Period had such principal not been prepaid;
and

in respect of any Fixed Rate Loan on any day, the excess, if any, of (i) the present value, as of
the date of prepayment utilising as a discount rate the Fixed Rate that would be applied if a
Loan with a Fixed Rate of interest was made to the Borrower on such date of prepayment, of
all remaining principal and interest payments related to the relevant Fixed Rate Loan over
(ii) one hundred per cent. (100%) of the outstanding principal amount of the relevant Fixed
Rate Loan and accrued interest as at such date of prepayment.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for business in:

London, in respect of the definition of Quotation Day and each Interest Period determined in
accordance with Clause x.3 (Default Interest) of the Funding Agreement;

New York in respect of the determination of any Fixed Rate or any date on which any
scheduled payment must be paid;

New York, Rio de Janeiro and Dublin, in respect of the determination of any date on which
any payment (other than a scheduled payment) must be paid; and

Rio de Janeiro and Dublin for all other matters.

"Cape Town Agreements" means the Cape Town Convention as supplemented by the Cape Town Aircraft Protocol.

"Cape Town Aircraft means The Protocol to the Convention on International Interests in Mobile Equipment on
Protocol" Matters Specific to Aircraft Equipment, concluded in Cape Town, South Africa, on
November 16, 2001 (utilizing the English-language version thereof).

"Cape Town Convention" means The Convention on International Interests in Mobile Equipment concluded at Cape
Town, South Africa on 16 November 2001 (utilizing the English-language version thereof).

"Cash Management means the [cash management agreement] dated on or about that date of this Agreement,
Agreement" between the Cash Manager, [the Lessee and the Security Trustee].

"Cash Manager" means [•].

"Category 1 Aircraft" means an [MANUFACTURER] model [ ] aircraft, an [MANUFACTURER] model [

] aircraft and any variant of either such aircraft.

"Category 2 Aircraft" means an [MANUFACTURER] model [ ] aircraft, an [MANUFACTURER] model [

] aircraft and any variant of either such aircraft.
"Change in Law" means, in each case after the date of the Funding Agreement, any implementation,
introduction, abolition, withdrawal or variation of any law, regulation, published practice or
concession or official directive, ruling, request, notice, guideline, statement of policy or
practice statement by any central bank, Tax, fiscal, monetary, governmental, local, revenue,
international, national, supranational or other competent authority or agency (including,
without limitation, any Government Entity) (whether or not having the force of law but in
respect of which compliance by banks or other persons in the relevant jurisdiction is generally
customary) or any change in any interpretation, or the introduction or making of any new or
further interpretation, by any court, tribunal, governmental, local, revenue, international,
national, supranational, Tax, fiscal, monetary or other competent authority (including, without
limitation, any Government Entity) of any of the foregoing or compliance with any new or
different request or direction (including any request or requirement made or imposed after the
date of the Funding Agreement relating to the maintenance of capital) (in either case whether
or not having the force of law but in respect of which compliance by banks or other persons in
the relevant jurisdiction is generally customary) from any central bank, Tax, fiscal,
governmental, local, revenue, international, national, supranational, monetary or other
authority (including, without limitation, any Government Entity).

"Collateral" means all of the property, rights, title, benefits, interests, assets, accounts and proceeds which
are subject, or expressed or intended to be subject, to the Transaction Security.

"Collections Account" means the account of the Lessee with the Account Bank with account number [•]; I.B.A.N.:
[•]; SWIFT: [•] (or such other account as the Lender and the Lessee may from time to time
designate as the "Collections Account").

"Commitment Fee" means it has the meaning given to such term in Clause x1.1 (Commitment Fee) of the Funding
Agreement.

"Companies Act" means the Companies Act 2006 as updated or replaced from time to time.

"Compliance Period" means, in respect of any Aircraft, the period starting on the relevant Delivery Date and ending
on the later to occur of: (a) the end of the relevant Lease Period; and (b) compliance by the
Lessee with all of its obligations under the Finance Lease in relation to such Aircraft.

"Compulsory means, in respect of any Aircraft, Airframe or Engine, requisition for title or other
Acquisition" compulsory acquisition, capture, seizure, deprivation, confiscation or detention for any reason
of that Aircraft, Airframe or Engine by any Government Entity, whether in the applicable
State of Registration or otherwise, whether de facto or de jure, but shall exclude requisition
for use or hire not involving requisition of title.

"Concentration Limits" means the concentration limits specified in [Reference Document] (Concentration Limits).

"Current Market Value" means, as at any date of determination and in respect of any Aircraft, the current market value
of an Aircraft determined by an Appraiser based on the most likely trading price that may be
generated for that Aircraft under the market circumstances that are perceived to exist at the
time in question with the assumption that the Aircraft is valued for its highest, best use, that
the parties to the hypothetical sale transaction are willing, able, prudent, knowledgeable, and
under no unusual pressure for a prompt sale, and that the transaction would be negotiated in
an open and unrestricted market on an arm's-length basis for cash or equivalent consideration,
and given an adequate amount of time for effective exposure to prospective buyers, (i) taking
into consideration the specification and configuration of the Aircraft, (ii) assuming that the
Aircraft's condition is average for an aircraft of its type and age and (a) its maintenance time
status is at full-life in cases where the current Operating Lease in respect of the Aircraft (if
any) requires the Aircraft to be returned in a full life condition or requires the payment of
[Supplemental Rent]6 and (a) in all other cases, its maintenance time status is at half-life and
(iii) reflecting the state of supply and demand in the market that exists at the time.

"Debt Service Reserve means the account of the Lessee with the Account Bank with account number [•]; I.B.A.N.:
Account" [•]; SWIFT: [•] (or such other account as the Lender and the Lessee may from time to time
designate as the "Debt Service Reserve Account").

6 Will need an objective concept of what constitutes adequate levels of maintenance reserves to qualify for
full life assumption.
"Debt Service Reserve means the amount in Dollars equal to the aggregate of the Initial Debt Service Reserve
Amount" Amount in respect of all Loans and, if applicable, the Additional Debt Service Reserve
Amount.

"Deed of Accession" means a deed of accession substantially in the form of [Reference Document] (Form of Deed
of Accession).

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Trustee in
accordance with the Operative Documents.

"Delivery" means, in respect of any Aircraft, the time when the Borrower purchases, accepts delivery of
and acquires that Aircraft from the Manufacturer in accordance with the Purchase Agreement
and the relevant Purchase Agreement Assignment or, as the case may be, from the relevant
Seller in accordance with the relevant Sale Agreement.

"Delivery Date" means, in respect of any Aircraft, the date on which Delivery of that Aircraft occurs.

"Delivery Location" means, in respect of any Aircraft delivered to the Borrower new from the Manufacturer on the
Delivery Date, the Manufacturer's facilities at [ ] and in respect of any other
Aircraft any other location acceptable to the Lessee and the Lender.

"Deregistration Power of means, in respect of any Aircraft, each irrevocable deregistration and export request power of
Attorney" attorney in respect of that Aircraft in a form satisfactory to the Lender and the Security
Trustee executed or to be executed, as the context may require, by the Borrower, the relevant
Operating Lessee and, if required by the Lender, the Lessee and any Sublessee selected by the
Lender.

"Disposition" means, in respect of any Aircraft, the completion, against payment in full in cash, of a sale of
all rights, title and interests of the relevant seller in and to that Aircraft.

"Disposition Proceeds" means the aggregate amount of all proceeds payable by any person in consideration of a
Disposition of any Aircraft, including without limitation: (a) the amount of any cash payable
in respect of that Disposition; and (b) the amount of any advance payment, deposit or
analogous payment paid by a person entering into an arrangement for a Disposition of any
Aircraft under a contract of offer to purchase or otherwise acquire that Aircraft which has
been withdrawn, terminated or cancelled or has lapsed, to the extent that the Borrower or any
[LESSOR] Group Company is entitled to and does retain any such amount free from any
liability to any person to refund the amount thereof or to account to any person in respect
thereof.

"Drawdown Date" means, in respect of any Loan, the date on which the Drawdown of that Loan is, or is to be,
made.

"Drawdown" means the drawdown of a Loan under the Facility.

"EASA" means the European Aviation Safety Agency or any successor thereto.

"Eligible Aircraft" means an aircraft which complies with each of the following requirements, unless any such
requirement is waived in writing by the Lender:

is eligible for financing by the Lender pursuant to the terms of the Aircraft Sector
Understanding;

is either a Category 1 Aircraft or a Category 2 Aircraft;

following acquisition will not result in the Portfolio breaching any Concentration Limit (or
further breaching any Concentration Limit in the event that the Lender has previously waived
a breach of the relevant Concentration Limit);

is not more than six (6) months old (by reference to the Manufacturer Delivery Date) on the
Drawdown Date in respect of the applicable Loan;
 has not suffered a Total Loss or any event or circumstance which, with the passing of time,
the giving of notice or the making of any determination, could be a Total Loss; and

complies in all material respects with the specifications set forth in the Purchase Agreement
relating to that aircraft and, in the case of any aircraft which is not being acquired by the
Borrower new from the Manufacturer, has not suffered a hard landing, significant repair or
other damage that, in each case, the Lender reasonably determines would have a material
adverse impact on such aircraft's value and marketability.

"Eligible Buyer" means, in respect of any Aircraft:

the Initial Operating Lessee in respect of that Aircraft or any affiliate thereof;

[LESSOR] or any affiliate thereof (other than the Lessee or any other special purpose entity
having obligations towards the Borrower or Secured Parties under the Operative Documents);
or

any other person approved by the Lender.

"Eligible Operating means any person who complies with each of the following requirements, unless any such
Lessee" requirement is waived in writing by the Lender:

is a duly certified and licensed air carrier which is not incorporated, or resident, in an
Excluded Country;

is not insolvent or under any insolvency or creditor protection process (in each case in
accordance with applicable law in the jurisdiction of that person);

is not in default under any other financing by the Lender for the benefit of such person;

has a valid Risk Classification in the OECD list;

the leasing of the relevant Aircraft to such person would not result in the Portfolio
(i) containing more than four (4) Aircraft which are on lease to Operating Lessees with Risk
Classifications of "CCC" or worse or (ii) breaching any Concentration Limit (or further
breaching any Concentration Limit in the event that the Lender has previously waived a
breach of the relevant Concentration Limit);

the leasing of the relevant Aircraft to such person would not cause the Portfolio to have a
Portfolio Risk Classification less than "B";

if the relevant Aircraft has already been the subject of an Operating Lease, such person has an
equal or better Risk Classification than the immediately preceding Operating Lessee in
respect of that Aircraft;

satisfies either of the following requirements:

is the recipient of financing by the Lender pursuant to any existing and outstanding facility
guaranteed by the Export Credit Guarantor; or

has been previously approved by the Export Credit Guarantor and is incorporated in a
jurisdiction which satisfies one of the following criteria: (1) has a "Country Risk
Classification" of zero or one in the then current list of such classifications published by the
secretariat of the Organisation for Economic Co-operation and Development; (2) is an
Aircraft Sector Understanding participant country; or (3) qualifies for the Cape Town
Convention discount under the Aircraft Sector Understanding, as confirmed by inclusion in
the then current list of qualifying countries published by the secretariat of the Organisation for
Economic Co-operation and Development, except Belgium, Italy and Spain;

the leasing of the relevant Aircraft to such person would not require that Aircraft to be, nor
result in that Aircraft being, habitually based or registered in an Excluded Country;
 the jurisdiction of incorporation of such person is one where the rights of the Security Trustee
as assignee of the relevant Operating Lease will be recognized and enforced and where the
right of the Security Trustee to assume the rights and obligations of the relevant Operating
Lessor at any time following the due enforcement of the Security Documents (subject to the
rights of the relevant Operating Lessee) will be recognised and enforced;

the intended State of Registration for the relevant Aircraft to be leased to such person is one
where: (i) the Borrower's (or, if applicable, the relevant Nominee's) title to the relevant
Aircraft will be recognized and enforced (if necessary, following completion of procedural
steps which it is possible, as a practical and legal matter, for the Borrower or its counsel to
complete); and (ii) the Security Trustee will be granted a perfected, first priority mortgage (or
other substantially equivalent security interest) over the relevant Aircraft duly registered in
the State of Registration and enforceable in the courts of the State of Registration[; the
requirement for registration may be waived by the Lender in its sole discretion if registration
is neither necessary nor desirable under the laws of the State of Registration (as confirmed by
an opinion of legal counsel acceptable to the Lender) for the relevant mortgage (or other
substantially equivalent security interest) to be a perfected, first priority security interest over
the relevant Aircraft enforceable in the courts of the State of Registration;] and

the Lender and the Security Trustee are satisfied as to the procedures under applicable law for
repossessing, de-registering and re-exporting an Aircraft leased to such person from each of
the following: (i) the intended State of Registration for the relevant Aircraft, (ii) the intended
habitual base of the relevant Aircraft and (iii) the jurisdiction of incorporation of such person.

"[MANUFACTURER] means, in respect of any Aircraft, the consent and agreement of the Manufacturer to the
Consent and Agreement" relevant Purchase Agreement Assignment substantially in the form annexed to that Purchase
Agreement Assignment.

"Enforcement Event" means the occurrence of any of:

a Finance Lease Event of Default;

a Loan Event of Default; or

any Loan becoming or being expressed to become due and payable under any provision of the
Funding Agreement and not being paid when due.

"Engines" means, in respect of any Aircraft:

each of the two (2) General Electric model CFM56-7B series engines (in the case of Category
1 Aircraft) or [ ] series engines (in the case of Category 2 Aircraft) installed on the
Aircraft on the Delivery Date having the serial numbers set forth in the Finance Lease
Supplement relating to that Aircraft, whether or not installed on the Airframe from time to
time until replaced in accordance with the terms of the Finance Lease;

any replacement engine which replaces any such engine (or which replaces any other such
replacement engine) in accordance with the terms of the Finance Lease; and

any and all Parts which are (i) installed in or attached to such engines on the relevant Delivery
Date or (ii) installed in or attached to such engines at any time subsequent to the relevant
Delivery Date (but excluding any Part installed in or attached to such engines on a temporary
basis in accordance with the terms of the Finance Lease (while the Aircraft is Off-Lease) or in
accordance with the terms of the relevant Operating Lease (while the Aircraft is On-Lease) or
(iii) so long as title thereto shall remain vested in the Borrower (or, if applicable, the relevant
Nominee), removed from such engines.

"Engine Manufacturer" means [General Electric Company/CFM/RR].

"Engine Warranties means, in respect of any Aircraft, the engine warranties agreement in a form satisfactory to
Agreement" the Lender and the Security Trustee entered into, or to be entered into, as the context may
require, between, inter alios, the Lessee, the Security Trustee and the Engine Manufacturer in
respect of the Engine warranties relating to that Aircraft.
"Excluded Country" means:

(a) any country where such country is one which applicable laws affecting any Obligor,
the Lender or the Security Trustee prohibit any such Obligor, the Lender or the Security
Trustee from owning and/or operating and/or financing (or participating in the financing of)
an aircraft which is: (i) operated by an air carrier incorporated or resident in such country or
(ii) based or registered in such country;

(b) any country with which the governments of [ ], the United Kingdom or
Ireland do not have diplomatic relations; and

(c) any country which imposes absolute or strict liability for owners or financiers of
aircraft for damage done by aircraft;

(d) any other country specified by the Lender from time to time by written notice to the
Lessee if it is of the opinion, acting reasonably, that it is prudent to do so in light of adverse
legal, bankruptcy procedure or political changes in such country.

"Excluded Rights and means, in respect of any Obligor:

Payments"

any indemnity amount payable by any person to that Obligor under the Operative Documents
for its own benefit and which is not required or intended to fund the payment of a
corresponding indemnity amount, or other amount, to any of the Secured Parties, any
Indemnitee or (where the Obligor is not itself the Borrower) the Borrower;

all default interest payable by any person to the extent relating to an amount contemplated by
(a); and

subject to the terms of the Primary Agreement, all rights of that Obligor to enforce the
obligation of any person to make payment of the amounts contemplated by (a) and (b).

"Excess Proceeds" means, on any date upon which any amount is to be applied in accordance with Clause
[Reference Document] (Application Pre-Enforcement Event – Non-Scheduled Payments), the
amount thereof remaining following the application of that amount in accordance with sub-
clauses [Reference Document] through [Reference Document].

"Expenses Account" means the account of the Lessee with the Account Bank with account number [•]; I.B.A.N.:
[•]; SWIFT: [•] (or such other account as the Lender and the Lessee may from time to time
designate as the "Expenses Account").

"Expenses" means, collectively: (a) any Taxes incurred by the Borrower, the Lessee or any Sublessee in
the course of the business activities permitted under the Operative Documents; (b) Aircraft
Expenses, Operating Expenses, Lessee Payments and any expenses incurred by the Servicer
in connection with the performance of its Services under the Servicing Agreement; and (c)
out-of-pocket costs and expenses incurred by the Borrower, the Lessee or any Sublessee not
otherwise provided for in the foregoing sub-clauses (a) and (b) in the course of the business
activities permitted under this Agreement.

"Expiry Date" means, in respect of any Aircraft, the final Payment Date in respect of the Loan relating to
that Aircraft.

"Export Credit means the political, commercial and extraordinary risks guarantee issued, or as the context
Guarantee" may require, to be issued by the Export Credit Guarantor in favour of the Lender in respect of
each Loan.

"Export Credit means, in respect of any Loan, the fee payable by the Lender to the Export Credit Guarantor
Guarantee Fee" in consideration of the issuance of the Export Credit Guarantee in connection with that Loan,
in the amount determined by converting the Premium Rate for that Loan into an up-front
premium rate by the Lender utilising the Premium Rate Conversion Model, as notified by the
Lender to the Borrower and the Lessee not less than one (1) Business Day prior to the
proposed Drawdown Date.
"Export Credit means [EXIM/EDC/Coface/ECGD etc.]
Guarantor"

"FAA" means the Federal Aviation Administration of the United States of America and any
successor thereto.

"Facility Termination" means the earliest to occur of:

2.00 pm. (Dublin time) on the second (2nd) anniversary of the date of the Funding Agreement
(or such later time and/or date as the Lender may agree in writing upon request from the
Lessee);

the cancellation of the Facility in full for any reason; and

the fourteenth (14th) Drawdown.

"Facility" means the Dollar term loan facility in the amount of [ ] made available under the
Funding Agreement as described in Clause x (The Facility) of the Funding Agreement.

"Finance Lease" means, collectively, the aircraft lease agreement dated on or about the date of this Agreement
between the Borrower, as lessor, and the Lessee, as lessee, and each Finance Lease
Supplement.

"Finance Lease Default" means a Finance Lease Event of Default or any event or circumstance specified in Clause x.8
(Finance Lease Events of Default) of the Finance Lease which would (with the expiry of a
grace period, the giving of notice, the making of any determination under the Finance Lease
or any combination of any of the foregoing) be a Finance Lease Event of Default.

"Finance Lease Event of means the occurrence of any of the events described in Clause x.8 (Finance Lease Events of
Default" Default) of the Finance Lease.

"Finance Lease means, in respect of any Aircraft, the lease supplement relating to that Aircraft in
Supplement" substantially the form set out in Schedule 1 (Form of Finance Lease Supplement) of the
Finance Lease executed or, as the context may require, to be executed by the Borrower and
the Lessee pursuant to Clause x (Delivery) of the Finance Lease.

"Fixed Rate Loan" means any Loan in relation to which interest payable pursuant to Clause x.2 (Payment of
Interest) of the Funding Agreement accrues at the Fixed Rate.

"Fixed Rate" means, in respect of any Interest Period and any Fixed Rate Loan, the rate per annum which is
the sum of:

the fixed interest rate shown on the Bloomberg service page USSWAP9 ("USSWAP"),
"Trade Recap" screen with the "Composite (NY)" source, as the fixed rate (calculated on a
three hundred and sixty (360) day year of twelve (12) thirty (30) day months and payable on a
monthly basis) under a nine (9) year US Dollar swap transaction for US Dollar LIBOR - BBA
(calculated on a three hundred and sixty (360) day year and actual days elapsed and payable
on a semi-annually basis), completed on the second Business Day prior to the relevant
Drawdown Date at eleven (11:00) a.m. (New York time) or if no such rate is shown at such
time, then the rate shown on Bloomberg service screen the soonest thereafter;

the Margin; and

the Administration Fee Rate.

"Fixed Rent" means, in respect of any Aircraft which is being or, as the case may be, was financed pursuant
to the Funding Agreement with a Fixed Rate Loan and on each Payment Date relating to such
Aircraft, the sum of:

the amount equal to the instalment of principal of the Loan relating to that Aircraft payable by
the Borrower to the Lender under Clause x.1 (Repayment of Loans) of the Funding
Agreement on such date; and
 the amount equal to the accrued interest on the Loan relating to that Aircraft payable by the
Borrower to the Lender under Clause x.2 (Payment of Interest) of the Funding Agreement on
such date.

"Floating Rate" means, in respect of any Interest Period and any Floating Rate Loan, the rate per annum
which is the sum of:

LIBOR applicable to such Interest Period;

the Margin; and

the Administration Fee Rate.

"Floating Rate Loan" means any Loan in relation to which interest payable pursuant to Clause x.2 (Payment of
Interest) of the Funding Agreement accrues at a Floating Rate.

"Floating Rent" means, in respect of an Aircraft which is being or, as the case may be, was financed pursuant
to the Funding Agreement with a Floating Rate Loan and on each Payment Date relating to
such Aircraft, the sum of:

the Basic Portion of the Floating Rent applicable to such Payment Date; and

the Variable Portion of the Floating Rent applicable to such Payment Date.

"Funded OL Payments" means: (a) any obligation of an Operating Lessor to reimburse Security Deposit to an
Operating Lessee pursuant to the relevant Operating Lease and (b) any maintenance
contribution payment obligations of an Operating Lessor to an Operating Lessee pursuant to
the relevant Operating Lease to the extent that such payments have been wholly funded by
corresponding Supplemental Rent payments by the Operating Lessee.

"Funding Agreement" means the funding agreement dated on or about the date of this Agreement between the
Lender and the Borrower.

"General Account means the [account charge] dated on or about the date of this Agreement between, inter alios,
Charge" the Lessee and the Security Trustee, relating to, inter alia, the Collections Account, the
Expenses Account, the Debt Service Reserve Account and the Operating Lessee Funded
Account.

"General Borrower means the general borrower security agreement dated on or about the date of this Agreement
Security Agreement" between the Borrower and the Security Trustee.

"General Lessee Security means the general lessee security agreement dated on or about the date of this Agreement
Agreement" between the Lessee[, the Sublessees] and the Borrower.

"General Operative means:

Documents"

the Borrower Administration Agreement;

the Borrower Declaration of Trust;

the Cash Management Agreement;

the Finance Lease;

the Funding Agreement;

the General Security Documents;

the Primary Agreement;

 the Security Trustee Fee Letter;

the Servicing Agreement;

the Standby Servicing Agreement; and

any other document, instrument or agreement designated in writing as a "General Operative

Document" by the Borrower, the Lessee and the Security Trustee (acting on the instructions
of the Lender) and each and every notice, acknowledgement, consent, demand, agreement,
power of attorney or document delivered or required to be delivered under any of the
foregoing (unless the same is an Aircraft Specific Operative Document) and "General
Operative Document" means any one of them

"General Security means:

Documents"

the Borrower Share Charge and the Borrower Share Charge Ancillary Documents;

each Intermediate Account Charge;

the General Account Charge;

the General Borrower Security Agreement;

the General Lessee Security Agreement;

the Lessee Share Charge and the Lessee Share Charge Ancillary Documents;

each Sublessee Share Charge and the applicable Sublessee Share Charge Ancillary
Documents; and

any other document, instrument or agreement designated in writing as a "General Security

Document" by the Borrower, the Lessee and the Security Trustee (acting on the instructions
of the Lender) and each and every notice, acknowledgement, consent, demand, agreement or
document delivered or required to be delivered under any of the foregoing (unless the same is
an Aircraft Specific Security Document) and "General Security Document" means any one
of them.

"Geneva Convention" means the Convention on the International Recognition of Rights in Aircraft signed at
Geneva, Switzerland on 19 June 1948.

"Government Entity" means:

any national government, political subdivision thereof or local jurisdiction therein;

any instrumentality, authority, court or agency of any of the foregoing, however constituted;
and

any association, organisation or institution of which any of the foregoing is a member or to

whose jurisdiction any thereof is subject or in whose activities any of the above is a
participant.

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

"IDERA" means, in respect of any Aircraft that is to be registered in a State of Registration that has
implemented the Cape Town Agreements, an irrevocable deregistration and export request
authorisation in favour of the Security Trustee (or the Borrower if the Lender so requests) as
contemplated by the Cape Town Agreements in such form as may be stipulated under the
laws of the State of Registration, executed or to be executed, as the context may require, by
the registered owner/operator of the Aircraft (and such other persons as the Lender may
reasonably request), duly filed with, and acknowledged by, the relevant authorities in the
 State of Registration.

"Increased Costs" means:

a reduction in the rate of return from any Loan or on the Lender's (or its Affiliates') overall
capital;

an additional or increased cost which is not otherwise contemplated or provided for under the
Operative Documents and which does not constitute ordinary and usual overhead expenses of
the Lender; or

a reduction of any amount due and payable under any Operative Document,

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is
attributable to the Lender having entered into the Operative Documents, or funding or
performing its obligations under, any Operative Document.

"Indemnitee" means the Borrower, the Lender, the Security Trustee and the Export Credit Guarantor and
each of their respective officers, directors, employees, agents, shareholders, Affiliates,
successors and assigns.

"Initial Debt Service means, in respect of any Loan, an amount in Dollars equal to x per cent. (x%) of the principal
Reserve Amount" amount of that Loan, drawn down on the relevant Drawdown Date.

"Initial Operating Lease" means, in respect of any Aircraft, the initial operating lease specified as such in Annex 1 of
the Loan Supplement relating to that Aircraft.

"Initial Operating Lessee" means, in respect of any Aircraft, the initial operating lessee specified as such in Annex 1 of
the Loan Supplement relating to that Aircraft.

"Initial Operating Lessor" means, in respect of any Aircraft, the initial operating lessor specified as such in Annex 1 of
the Loan Supplement relating to that Aircraft.

"Initial Rent" means, in respect of any Aircraft, the amount in Dollars specified as the "Initial Rent" in
respect of that Aircraft in Clause x (Rent and Termination Sums) of the Finance Lease
Supplement in respect of that Aircraft, being an amount equal to the difference between:

the price of that Aircraft payable by the Borrower to the Manufacturer or, as the case may be,
by the Borrower to the Seller, at Delivery of that Aircraft; and

the A Portion of the Loan to be drawn down under the Funding Agreement in respect of that
Aircraft on the relevant Delivery Date in accordance with the terms thereof.

"Insurance Proceeds" means all proceeds of the Relevant Insurances in respect of any Aircraft from time to time
paid or payable to the Borrower, the Lessee or any Sublessee and all other amounts payable in
consequence of any claim under the Insurances including damages for breach and return of
premium.

"Insurances" means, in respect of any Aircraft, any and all policies and contracts of insurance and
reinsurance relating to that Aircraft required to be affected and maintained pursuant to
Clause Error! Reference source not found. (Insurance).

"Insured Parties" means the Borrower, the Export Credit Guarantor, the Lender, the Security Trustee and, in
respect of any Aircraft, the relevant Nominee (if applicalbe).

"Interest Period" means:

in relation to a Loan, each period determined in accordance with Clause x.1 (Length of
Interest Periods) of the Funding Agreement; and

in relation to an Unpaid Sum, each period determined in accordance with Clause x.3 (Default
Interest) of the Funding Agreement.
"Intermediate Lease" means, in respect of any Aircraft: (a) as at the Delivery Date for such Aircraft, each
intermediate lease specified as such in Annex 1 of the Loan Supplement relating to that
Aircraft, each in a form satisfactory to the Lender and (b) thereafter, each aircraft lease
agreement in respect of that aircraft between the Lessee, as lessor, and the relevant Sublessee,
as lessee, and any one or more other aircraft lease agreement(s) in respect of that Aircraft
between such Sublessee (or any other Sublessee), as lessor and another Sublessee, as lessee,
each in a form satisfactory to the Lender.

"Intermediate Lease means an Intermediate Lease Event of Default or any event or circumstance which would
Default" (with the expiry of a grace period, the giving of notice, the making of any determination
under the relevant Intermediate Lease or any combination of any of the foregoing) be an
Intermediate Lease Event of Default.

"Intermediate Lease means an event of default or event of termination (howsoever defined) under an Intermediate
Event of Default" Lease.

"Intermediate Lease means, in respect of any Aircraft, the supplement or acceptance certificate (howsoever
Supplement" defined) in respect of that Aircraft executed or to be executed, as the context may require, by
the relevant lessee under such Intermediate Lease pursuant to which such lessee confirms its
acceptance of the Aircraft on lease pursuant to the terms of such Intermediate Lease.

"International Interest" means it has the meaning ascribed to that term under the Cape Town Agreements.

"International Registry" means it has the meaning ascribed to that term under the Cape Town Agreements.

"ISTAT" means the International Society of Transport Aircraft Trading.

"Jurisdictional means, in respect of any Aircraft, a summary of the applicable law in relation to the
Questionnaire" financing, mortgaging, leasing, registration, de-registration, importation and exportation of
that Aircraft pursuant to the Operative Documents.

"Key Managers" means it has the meaning given to that term in Clause Error! Reference source not found.
(Selection of Key Managers);

"Lease Commencement" means, in respect of any New Operating Lease, the time at which the relevant Operating
Lessee accepts delivery of the relevant Aircraft under the terms of the Operating Lease and
commences the leasing of the Aircraft thereunder.

"Lease Commencement means, in respect of any New Operating Lease, the date upon which Lease Commencement
Date" occurs.

"Lease Period" means, in respect of any Aircraft, the period starting at Delivery on the Delivery Date for that
Aircraft and ending on the earliest to occur of:

the relevant Total Loss Payment Date;

the relevant Mandatory Termination Date;

the relevant Termination Payment Date;

the relevant Expiry Date; and

any other date on which the leasing of that Aircraft terminates in accordance with the terms of
the Finance Lease (as applicable).

"Legal Reservations" means the qualifications and reservations as to matters of law of general application in any
legal opinion delivered to the Lender pursuant to the terms of this Agreement.

"Lender" means [•]

"Lessee" means[•], a company incorporated and existing under the laws of Ireland having its registered
 office at [•].

"Lessee Related Obligors" means the Lessee, each Sublessee, the Lessee Shareholder, each Nominee, each Sublessee
Shareholder and the Servicer, and "Lessee Related Obligor" means any one of them.

"Lessee Secured means any and all moneys, liabilities and obligations (whether actual or contingent, whether
Obligations" existing on the date of this Agreement or hereafter arising, whether or not for the payment of
money and including, without limitation, any obligation or liability to pay damages) from
time to time owing to either of the Secured Parties or the Borrower by any Lessee Related
Obligor pursuant to any Operative Document whether or not such Lessee Related Obligor is
personally liable for the same and whether or not any recourse may be had with respect
thereto against such Lessee Related Obligor and/or its assets.

"Lessee Security means, in respect of any Aircraft, the lessee security agreement in respect of that Aircraft
Agreement" substantially in the agreed form entered into or to be entered into, as the context may require,
between the Lessee, each Sublessee and the Borrower.

"Lessee Share Charge" means the [charge over shares] dated on or about the date of this Agreement between the
Lessee Shareholder and the Security Trustee in respect of the shares in the Lessee.

"Lessee Share Charge means each of the documents, share certificates, letters and instruments required to be
Ancillary Documents" delivered by the Lessee Shareholder to the Security Trustee pursuant to the Lessee Share
Charge.

"Lessee Shareholder" means [[LESSOR HOLDCO]. a société à responsabilité limitée, duly incorporated and
validly existing under the laws of Luxembourg], having its registered office at [•].

"Lessor" means the Borrower.

"Lessor Disposition" means, in respect of any Aircraft, either: (a) the completion of a sale by the Lessor or the
Security Trustee (or any nominee of the Lessor or the Security Trustee), against payment in
full in cash, of all its right, title and interest in and to that Aircraft or (b) the entering into by
the Lessor or the Security Trustee (or any nominee of the Lessor or the Security Trustee) of
any finance lease or other arrangement in respect of that Aircraft pursuant to which, upon
payment in full of the amounts provided for therein by the lessee or bailee, the Lessor or the
Security Trustee (or the nominee of the Lessor or the Security Trustee) shall be obliged to
transfer title to that Aircraft to such lessee or bailee (but excluding any arrangement whereby
any lessor has an option to transfer title to that Aircraft but no obligation to do so).

"Letter of Authority" means, in respect of any Aircraft, and if requested by the Lender, a letter of authorisation in a
form acceptable to the Lender from the relevant Operating Lessee and, if applicable, the
relevant Permitted Sublessee to such persons as the Lender may select, acting reasonably, and
authorising each such person to provide to the Lender and the Security Trustee information
concerning all amounts owing by the Operating Lessee to such person in relation to any or all
aircraft owned or operated by the Operating Lessee.

"Letter of Credit" means any letter of credit or similar documentary credit.

"LIBOR" means, in respect of any Interest Period:

the applicable Screen Rate; or

(if no Screen Rate is available for Dollars or for the relevant Interest Period) the arithmetic
mean of the rates (rounded upwards to four decimal places) as determined by the Lender to be
the rates quoted by the Reference Banks,

as of 11.00 a.m. (London time) on the Quotation Day for the offering of deposits in Dollars
and for a period comparable to the relevant Interest Period, provided that, for Interest
Periods relating to scheduled interest payable on any Loan, the relevant period for these
purposes shall in all cases be six (6) months notwithstanding that the actual length of the
relevant Interest Period may in certain circumstances be less than that.
"Loan" means, in respect of any Aircraft, at any time, the aggregate principal amount of the Loan
advanced by the Lender under the Funding Agreement in respect of that Aircraft which is
outstanding at that time.

"Loan Default" means a Loan Event of Default or any event or circumstance which would (with the expiry of
a grace period, the giving of notice, the making of any determination under the Funding
Agreement or any combination of any of the foregoing) be a Loan Event of Default.

"Loan Event of Default" means any event or circumstance specified as such in Clause x8 (Loan Events of Default) of
the Funding Agreement.

"Loan Maximum" means, in respect of any Loan, an amount equal to the sum of: (a) the relevant A Portion
Maximum; and (b) one hundred per cent. (100%) of the relevant Export Credit Guarantee
Fee.

"Loan Supplement" means, in respect of any Loan, the loan supplement in respect of that Loan entered into or, to
be entered into as the context may require, between the Borrower and the Lender pursuant to
Clause x.7 (Loan Supplement) of the Funding Agreement, substantially in the form set out in
Schedule 2 (Form of Loan Supplement) of the Funding Agreement.

"Local Mortgage" means, in respect of any Aircraft, an aircraft mortgage, security agreement or similar
document for such Aircraft (other than the Standard Mortgage for such Aircraft) in a form
satisfactory to the Lender and the Security Trustee entered into or to be entered into, as the
context may require, between the Borrower or (if applicable) the relevant Nominee and the
Security Trustee at the request of the Lender for the purposes of ensuring that the Security
Trustee is granted a perfected, first priority Security Interest over the Aircraft which is
enforceable in the State of Registration.

"Losses" means any losses (including Taxes), costs, charges, expenses, interest (including default
interest), fees (including, without limitation, legal and other professional adviser's fees and
expense and VAT thereon), payments, demands, liabilities, claims, actions, proceedings,
penalties, damages, adverse judgments, orders or other sanctions (and "Loss" shall be
construed accordingly).

"Maintenance means the maintenance program for the Aircraft determined by the Servicer in accordance
Programme" with the Standard and the Manufacturer's requirements and standards, and approved by
Aviation Authority.

"Mandatory Termination means it has the meaning given to such term in Clause x (Mandatory Termination) of the
Date" Finance Lease.

"Mandatory Termination means it has the meaning given to it in Clause x (Mandatory Termination) of the Finance
Event" Lease.

"Manuals and Technical means, in respect of any Aircraft, all technical data, manuals and other documentation
Records" supplied by the Manufacturer, the Engine Manufacturer or any other manufacturer or
supplier, and all logs, records, computer data media and other materials and documents kept
by the Lessee, the relevant Operating Lessee or any Permitted Sublessee or required to be
kept with respect to the Aircraft, the Engines or any Part thereof, whether in compliance with
any law or the Finance Lease or the Operating Lease or any requirement for the time being of
the Aviation Authority or otherwise.

"Manufacturer" means [MANUFACTURER]

"Manufacturer Delivery means, in respect of any Aircraft, the date upon which the Manufacturer first transfers title to
Date" that Aircraft to any other person.

"Margin" means:

in respect of any Loan advanced on or before the date falling eighteen (18) months after the
date of the Funding Agreement, x per cent. (x.00%) per annum; and

in respect of any Loan advanced thereafter, the margin applicable to the Aircraft relating to
that Loan having regard to the Lender's operational policies determined as at the Drawdown
 Date relating to that Loan and as specified in the Loan Supplement relating to that Loan.

"Minimum Lease means the documentation terms and condition precedent requirements described in Schedule
Provisions" 7 (Minimum Lease Provisions).

"Model Form Operating means the form of operating lease designated as the "Model Form Operating Lease" and
Lease" initialled for identification purposes by the Borrower and the Lessee on or about the date of
this Agreement, as such form may be amended or replaced from time to time with the consent
of the Lender (and with any such amendment or replacement being likewise initialled for
identification purposes by the Borrower and the Lessee).

"Monthly Report" means a report to be issued to the Lender pursuant to Clause 8.x substantially in the form set
out in Schedule x (Forms of Reports).

"Mortgages" means, in respect of any Aircraft: (a) the relevant Standard Mortgage; (b) the relevant Local
Mortgage; (c) any aircraft mortgage, pledge or other Security Interest over that Aircraft
granted by a Nominee in favour of the Borrower (or any other person acceptable to the
Lender) to secure the Nominee's obligation to transfer legal title to that Aircraft; and (d) any
other aircraft mortgage, pledge or other Security Interest over that Aircraft granted in favour
of the Security Trustee from time to time, and "Mortgage" means any one of them.

"Net Price" means, in respect of any Aircraft, the price of such Aircraft, net of all credits, invoiced by the
Manufacturer and approved by the Lender.

"New Operating Lease" means, in respect of any Aircraft, an Operating Lease which is not the Initial Operating Lease
in respect of that Aircraft.

"Nominee" means it has the meaning given to it in Clause 9.x(Use of Nominees).

"Nominee Documents" means, in respect of any Aircraft, each and every document, agreement and instrument
entered into or to be entered into, as the context may require, pursuant to, or for the purposes
of implementing any nominee structure in accordance with, Clause 9.x (Use of Nominees) in
relation to that Aircraft, and "Nominee Document" means any one of them.

"Nominee Security means, in respect of any Aircraft, all Nominee Documents pursuant to which any person
Documents" grants a Security Interest in favour of any other person either directly or indirectly for the
purposes of securing the Secured Obligations or the obligations of the relevant Nominee or
any person involved in the relevant nominee structure for that Aircraft, and "Nominee
Security Document" means any one of them.

"Non-Funded OL means all Operating Lessee Payments which are not Funded OL Payments.
Payments"

"Notice of Borrowing" means, in respect of any Loan, a notice of borrowing in respect of that Loan substantially in
the form set out in Schedule 1 (Form of Notice of Borrowing) of the Funding Agreement.

"Obligors" means the Borrower, the Borrower Shareholder, the Lessee, the Lessee Shareholder, each
Nominee, each Sublessee, each Sublessee Shareholder and the Servicer and "Obligor" means
any one of them.

"OECD List" means the list of risk classifications for buyers/borrowers established and maintained by the
secretariat of the Organisation for Economic Co-operation and Development pursuant to the
terms of the Aircraft Sector Understanding.

"OEM" means, in relation to any Part, the original equipment manufacturer of such Part.

"Off-Lease" means, in respect of any Aircraft at any time, that such Aircraft is, at that time, not being
leased to an Operating Lessee pursuant to an Operating Lease.

"On-Lease" means, in respect of any Aircraft at any time, that such Aircraft is, at that time, being leased to
an Operating Lessee pursuant to an Operating Lease.
"Operating Expenses" means operating expenses (including administrative expenses, outside service costs, trustee
fees, director fees and insurance costs) associated with any Aircraft.

"Operating Lease" means, in respect of any Aircraft: (a) as at the Delivery Date for that Aircraft, the Initial
Operating Lease; and (b) thereafter, the aircraft lease agreement in respect of that aircraft
pursuant to which the Aircraft is leased from time to time by the relevant Operating Lessor to
an Eligible Operating Lessee in accordance with the terms of this Agreement.

"Operating Lease Credit means, in respect of an Aircraft, each Letter of Credit, guarantee or other similar credit
Document" enhancement document provided by any person which is stated to be provided under, or in
connection with, the applicable Operating Lease and supports or guarantees any of the
obligations of the relevant Operating Lessee under the Operating Lease for such Aircraft.

"Operating Lease means an Operating Lease Event of Default or any event or circumstance which would (with
Default" the expiry of a grace period, the giving of notice, the making of any determination under the
relevant Operating Lease or any combination of any of the foregoing) be an Operating Lease
Event of Default.

"Operating Lease Event means an event of default or event of termination (howsoever defined) under an Operating
of Default" Lease.

"Operating Lease Period" means, in respect of any Aircraft, the scheduled period during which the relevant Operating
Lessee in respect of that Aircraft is permitted, by the terms of the relevant Operating Lease at
such time, to lease that Aircraft.

"Operating Lease Rent" means, in respect of any Aircraft, all periodic rent (howsoever defined) scheduled to be paid
by an Operating Lessee for the use of that Aircraft (excluding Supplemental Rent and
Security Deposits) pursuant to the relevant Operating Lease for that Aircraft.

"Operating Lease means, in respect of any Aircraft, the supplement or acceptance certificate (howsoever
Supplement" described) in respect of that Aircraft executed or to be executed, as the context may require,
by the relevant Operating Lessee pursuant to which such Operating Lessee confirms its
acceptance of delivery of the Aircraft on lease pursuant to the terms of the relevant Operating
Lease.

"Operating Lessee" means, in respect of any Aircraft: (a) as at the Delivery Date for that Aircraft, the Initial
Operating Lessee; and (b) thereafter, the airline that is from time to time the lessee under the
then current Operating Lease for that Aircraft (if any) entered into in accordance with the
terms of this Agreement.

"Operating Lessee Credit means, in respect of any Aircraft, each person supporting or guaranteeing the obligations of
Support Provider" the applicable Operating Lessee under the Operating Lease in respect of that Aircraft pursuant
to an Operating Lease Credit Document (other than a bank or financial institution providing a
Letter of Credit for reward in the ordinary course of its business).

"Operating Lessee means the account of the Lessee with the Account Bank with account number [•]; I.B.A.N.:
Funded Account" [•]; SWIFT: [•] (or such other account as the Lender and the Lessee may from time to time
designate as the "Operating Lessee Funded Account").

"Operating Lessee means, at any time: (a) the aggregate amount of all Supplemental Rent and Security Deposits
Funded Amount" paid by any Operating Lessee pursuant to an Operating Lease and credited to the Operating
Lessee Funded Account less (b) the aggregate amount of all Funded OL Payments made from
that account and all transfers from that account to the Collections Account pursuant to Clause
Error! Reference source not found..

"Operating Lessee means any payments to be made by any Operating Lessor to any Operating Lessee in
Payments" accordance with the relevant Operating Lease, including without limitation any adjustment
payments, any payments made in respect of airworthiness directive cost-sharing obligations
and any lessor contribution obligations under such Lease and any other amounts due at the
end of the relevant Operating Lease Period.

"Operating Lessor" means, in respect of any Aircraft: (a) as at the Delivery Date for that Aircraft, the Sublessee
specified as the "Initial Operating Lessor"; and (b) thereafter, the Sublessee that is from time
to time the lessor under the then current Operating Lease for that Aircraft (if any) entered into
 in accordance with the terms of this Agreement.

"Operative Documents" means together the General Operative Documents and the Aircraft Specific Operative
Documents in respect of all Aircraft and any other document, instrument or agreement
designated in writing as an "Operative Document" by the Borrower, the Lessee and the
Security Trustee (acting on the instructions of the Lender) and "Operative Document" means
any one of them.

"Original Sublessee" means [Original Sublessee Name], a company incorporated and existing under the laws of
Ireland having its registered office at [•].

"Original Sublessee means [Original Sublessee Shareholder Name], a [company] incorporated and existing under
Shareholder" the laws of [•] having its registered office at [•].

"Part" means, in relation to any Aircraft, Airframe or Engine, any appliance, accessory, instrument,
navigational and/or communications equipment or appurtenance, furnishing, module,
component, part or other equipment (other than a complete Engine or engine).

"Party" means, with respect to any Operative Document, the persons who are signatories to such
Operative Document or who have otherwise become party to such Operative Document by
succession, transfer, assignment, novation or similar in accordance with such Operative
Document.

"Payment Date" means each date which numerically corresponds to the date upon which Delivery of the first
Aircraft occurs in each of the months occurring at six (6) month intervals after the month in
which such Delivery occurs or, if there is no such date, the last date in the relevant month,
provided that: (a) the first Payment Date in respect of any Loan shall be the first Payment
Date to occur after the Delivery of the Aircraft to which such Loan relates and the last
Payment Date in respect of any Loan shall be either (i) the twenty-fourth (24th) Payment Date
to occur after the Manufacturer Delivery Date for the Aircraft to which such Loan relates or
(ii) the thirtieth (30th) Payment Date to occur after the Manufacturer Delivery Date for the
Aircraft to which such Loan relates, as selected by the Lender and specified in the relevant
Loan Supplement; and (b) if a Payment Date would fall on a day which is not a Business Day
then the relevant Payment Date will be the next succeeding Business Day in the same
calendar month unless (i) there is no such Business Day or (ii) such Payment Date is the (30th)
Payment Date in respect of any Loan, in either of which cases such Payment Date shall fall on
the immediately preceding Business Day.

"Payments Letter" means, in respect of any Aircraft, the payments letter agreement relating to the closing
payments to be made by the relevant parties in connection with the Delivery of such Aircraft,
entered into or to be entered into, as the context may require, between, inter alios, the
Manufacturer, the Borrower and the relevant Buyer or, as applicable, the relevant Seller.

"Permitted Security means:

Interest"

any Security Interest which arises as a result of Taxes or other governmental or statutory
charges or levies not yet assessed or, if assessed, not yet due and payable or, if due and
payable, which are being diligently contested on reasonable grounds and in good faith by
appropriate proceedings (and for the payment of which adequate funds are available, or when
required in order to pursue such proceedings, an adequate bond has been provided) so long as
at the time of entering into such proceedings and during the continuing prosecution thereof
there are no reasonable grounds to believe that the outcome of such proceedings per se, or the
continued existence of such Security Interest, involves any likelihood of the sale, forfeiture or
loss of the Aircraft, the Airframe, any Engine or any Parts or any interest therein or any
liability on the part of the Borrower, the Lessee or any Secured Party; or

any Security Interest for the fees or charges of any airport, air navigation authority, supplier,
hangar keeper, mechanic, workman, repairer, employee or like Security Interest arising in the
ordinary course of business by statute or by operation of law, in each case for amounts the
payment of which either is not yet due and payable or, if due and payable, is being diligently
contested on reasonable grounds and in good faith by appropriate proceedings (and for the
payment of which adequate funds are available, or when required in order to pursue such
proceedings, an adequate bond has been provided) so long as at the time of entering into such
proceedings and during the continuing prosecution thereof there are no reasonable grounds to
 believe that the outcome of such proceedings per se, or the continued existence of such
Security Interest, involves any likelihood of the sale, forfeiture or loss of the Aircraft, the
Airframe, any Engine or any Parts or any interest therein or any liability on the part of the
Borrower, the Lessee or any Secured Party; or

any Security Interest created by or through or arising from debts or liabilities or any act or
omission of the relevant Operating Lessee either in contravention of the relevant Operating
Lease (whether or not such Operating Lease has been terminated) or without the consent of
the relevant Operating Lessor (provided that if the Operating Lessor becomes aware of any
such Security Interest, the Operating Lessor shall promptly inform the Lender thereof and act
in accordance with the Standard in relation thereto);

the Security Interests created in accordance with the terms of the Security Documents;

any other Security Interest created with the prior written consent of the Security Trustee; and

any Security Interest created by the Lender or the Security Trustee.

"Permitted Sublessee" means [•].7

"Portfolio" means the portfolio of all Aircraft financed under the Funding Agreement in respect of which
a Loan remains outstanding.

"Portfolio LTV Ratio" means, at any time, the ratio, expressed as a percentage, of:

the aggregate outstanding amount of all Loans at such time together with accrued interest
thereon, less the balance standing to the credit of the Debt Service Reserve Account, to

the aggregate Appraised Values of all Aircraft in respect of which a Loan is outstanding at
such time.

"Portfolio Report" means a report to be issued to the Lender pursuant to Clause Error! Reference source not
found. substantially in the form set out in Schedule 10 (Forms of Reports).

"Portfolio Risk means it has the meaning given to it in Error! Reference source not found. (Portfolio Risk
Classification" Classification.)

"Post-Closing Items" means, in respect of any Loan or, as the case may be, any New Operating Lease, each of the
conditions specified in Clauses Error! Reference source not found. and Error! Reference
source not found. in relation to that Loan or, as the case may be, in Clauses Error!
Reference source not found. and Error! Reference source not found. in relation to that
New Operating Lease, which, as a legal matter, it is not possible to satisfy prior to Drawdown
in respect of that Loan or, as the case may be, Lease Commencement in respect of that New
Operating Lease.

"Premium Holding Fee" means it has the meaning given to it in Clause x.3 (Premium Holding Fee) of the Funding
Agreement.

"Premium Rate" means, in respect of any Loan, the premium rate applicable to a fifteen (15) year financing for
the Initial Operating Lessee in respect of the relevant Aircraft determined by the Lender in
accordance with the terms of the Aircraft Sector Understanding as at commencement of the
leasing of the first Aircraft to be leased to such Initial Operating Lessee and as specified in
Clause x (Loan Details) of the Loan Supplement relating to that Loan.

"Premium Rate means the premium rate conversion model to which reference is made in the Aircraft Sector
Conversion Model" Understanding.

"Prepayment Date" means, in respect of any Loan, the date upon which the Borrower prepays such Loan pursuant
to Clause x.3, x.2(a), x.2(b) or x.4 (Voluntary Prepayment of Loans) of the Funding

7 To be discussed Subject to ongoing review.

 Agreement.

"Primary Agreement" means this Agreement.

"Priority Expenses" means, for the purposes of determining Aircraft Expenses, Operating Expenses and Non-
Funded OL Payments that are reimbursable under Clause Error! Reference source not
found., the following items: 8

(a) Non-Funded OL Payments that are [airworthiness directive cost sharing payments
or] return condition formula payments;

(b) maintenance, overhaul, modification and transition expenses required to place an

Aircraft on lease with a new Operating Lessee;

(c) outside legal counsel expenses related to re-leasing or otherwise managing the
Aircraft and the Operating Leases;

(d) insurance premia, fees and expenses related to Aircraft, including all fees and
expenses of insurance advisors and brokers;

(e) payments to outside technical contractors and parties who act as on-site
representatives during maintenance, who conduct aircraft and records inspections, or who
organize maintenance records;

(f) expenses incurred in connection with the repossession (whether or not successful)
of an Aircraft or in connection with contesting, pursuing or settling any third party claims in
relation to an Aircraft or in connection with removing any Security Interests which may be
placed on an Aircraft, including in each case the fees and expenses of outside legal counsel
and all court costs, filing fees, bonding costs and other governmental fees and costs;

(g) fees and expenses payable to the Borrower Shareholder pursuant to the Borrower
Administration Agreement and to the Security Trustee pursuant to the Security Trustee Fee
Letter;

(h) indemnity payments to the Lender and the Security Trustee pursuant to the
Operative Documents;

(i) fees and expenses payable to the Standby Servicer;

(j) fees and expenses payable to any Nominee or in connection with the maintenance
of a Nominee structure pursuant to Clause Error! Reference source not found. (Use of
Nominees);

other than, in each case, [[LESSOR] Servicer Fees], and any fees or commissions payable to
any [LESSOR] Group Company.

"Pro Forma Rate" means, in respect of any Loan at any time, the percentage rate per annum which is equal to
the sum of (a) the Fixed Rate or, as the case may be, the Floating Rate, applicable to such
Loan at such time and (b) the Premium Rate applicable to such Loan.

"Purchase Agreement" means an aircraft purchase agreement between the Manufacturer and an Eligible Buyer
providing for, inter alia, the purchase of one or more Eligible Aircraft, as amended,
supplemented or restated from time to time, together with the exhibits and the letter
agreements thereto.

"Purchase Agreement means, in respect of any Aircraft (other than an Aircraft which is to be acquired by the
Assignment" Borrower pursuant to a Sale Agreement), collectively: (a) the purchase agreement assignment
in a form satisfactory to the Lender, entered into or to be entered into, as the context may

8 To be discussed. Subject to further review.

 require, between, inter alios, the applicable Eligible Buyer, as assignor and the Borrower, as
assignee; and (b) the [MANUFACTURER] Consent and Agreement relating to that Aircraft.

"Quiet Enjoyment means, in respect of any Aircraft, an Operating Lease for that Aircraft other than a Subject
Operating Lease" and Subordinate Operating Lease.

"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two (2)
Business Days before the first day of that period unless market practice differs in the London
interbank market, in which case the Quotation Day will be determined by the Lender in
accordance with market practice in the London interbank market (and if quotations would
normally be given by leading banks in the London interbank market on more than one day,
the Quotation Day will be the last of those days).

"Receiver" means any receiver, receiver or manager or an administrative receiver appointed under the
terms of any Security Document.

"Reference Banks" means the principal London offices of [Calyon, Barclays Bank PLC and Citibank N.A.] or
such other banks as may be appointed by the Lender in consultation with the Lessee.

"Reimbursement Date" means, for the purposes of the definition of B Portion Prepayment Amount in relation to any
Loan, the later of: (a) the date falling one hundred and eighty days after (i) the date upon
which the Lender notifies the Borrower pursuant to Clause x.1 of the Funding Agreement (in
the case of any prepayment pursuant to Clause x.3 of the Funding Agreement), (ii) the date
upon which the Borrower issues a duly executed notice of prepayment (in the case of any
prepayment pursuant to Clause x.4 (Voluntary Prepayment of Loans) of the Funding
Agreement), (iii) the date upon which the relevant Loan becomes due and payable pursuant to
Clause x.2(a) of the Funding Agreement (in the case of any prepayment pursuant to such
provision) or (iv) the date upon which the Lender notifies the Borrower pursuant to Clause
x.2(b) (in the case of any prepayment pursuant to such provision); and (b) the applicable
Prepayment Date.

"Relevant Documents" means, in respect of any Aircraft, the applicable:

Assignment of Insurances;

Deregistration Power of Attorney granted by the Operating Lessee;

Local Mortgage (if there is one) or Standard Mortgage (if there is not);

Nominee Documents (if applicable);

Operating Lease and Operating Lease Supplement; and

Lessee Security Agreement.

"Relevant Event" means any Loan Default, Finance Lease Default, Intermediate Lease Default, Operating
Lease Default, Acceleration Event or Mandatory Termination Event.

"Relevant Insurances" means, in respect of any Aircraft, the Insurances in respect of that Aircraft, other than
insurances required to be maintained pursuant to paragraph Error! Reference source not
found. (Liability insurance) of Annex A, Schedule x (Insurance Undertakings).

"Remarketing and means all costs and expenses (including legal and other professional adviser fees, and the fees
Recovery Expenses" and costs of the Security Trustee or the Lender or any remarketing agent, technical or other
advisers which the Security Trustee or the Lender may reasonably deem necessary), Losses,
Taxes, liabilities or obligations incurred or suffered by any of the Secured Parties in relation
to the repossession and remarketing of an Aircraft pursuant to the exercise of the Secured
Parties' rights under the Operative Documents including without limitation repossessing,
remarketing, reconfiguring, repainting, insuring, storing, monitoring, repairing, overhauling,
performing maintenance checks on (including, without limitation, a "C" Check or the next
sequential higher level check in accordance with the Lessee's Aviation Authority approved
maintenance programme) an Aircraft, Airframe, Engine or Part or in relation to putting an
Aircraft, Airframe, Engine or Part into a condition required in relation to any proposed sale or
 lease thereof.

"Rent" means, in respect of any Aircraft and each Payment Date relating to that Aircraft, the Floating
Rent or the Fixed Rent (as applicable) payable on such Payment Date by the Lessee to the
Borrower in respect of that Aircraft pursuant to the Finance Lease.

"Rent Period" means, in respect of any Aircraft, each period commencing on the Delivery Date in respect of
that Aircraft (in the case of the first Rent Period relating to that Aircraft) or immediately
following the end of the immediately preceding Rent Period in relation to that Aircraft (in the
case of any other Rent Period relating to that Aircraft) and ending on the next succeeding
Payment Date for that Aircraft.

"Required Expense means, with respect to the first Drawdown Date and each Payment Date, the amount (without
Amount" duplication) of all Priority Expenses the payment of which is reasonable and customary under
the circumstances (and in any other case, the payment of which has been approved by the
Lender) which are due and payable on such Drawdown Date or such Payment Date (as
applicable) or which the Servicer, acting in accordance with the Standard, reasonably expects
will become due and payable before the next succeeding Payment Date and the accrual of
which would be prudent in light of the size and timing of such Expenses.

"Required Liability means: (a) in respect of any Aircraft which is a Category 1 Aircraft, six hundred and fifty
Amount" million Dollars ($650,000,000); and (b) in respect of any Aircraft which is a Category 2
Aircraft, seven hundred and fifty million Dollars ($750,000,000).

"Requisition Proceeds" means, in respect of any Aircraft, all moneys or other compensation from time to time paid or
payable to the Borrower, the Lessee or any Sublessee in respect of the requisition for hire,
title, acquisition, capture, deprivation, detention, condemnation, confiscation or seizure of that
Aircraft.

"Risk Classification" means, in respect of any person at any time, the risk classification assigned to that person in
the OECD List at that time.

"Sale Agreement" means, in respect of any Aircraft which is not acquired by the Borrower directly from the
Manufacturer pursuant to a Purchase Agreement Assignment, the aircraft sale agreement in a
form satisfactory to the Lender, entered into or to be entered into, as the context may require,
between the Seller, as seller and the Borrower, as buyer in respect of that Aircraft.

"Sales Based Fee" means [•] [to be completed on review of Servicing Agreement].

"Screen Rate" means the British Bankers' Association Interest Settlement Rate for Dollars for the relevant
period, displayed on the appropriate page of the Bloomberg screen. If the agreed page is
replaced or service ceases to be available, the Lender may specify another page or service
displaying the appropriate rate after consultation with the Lessee.

"Secured Obligations" means any and all moneys, liabilities and obligations (whether actual or contingent, whether
existing on the date of this Agreement or hereafter arising, whether or not for the payment of
money and including, without limitation, any obligation or liability to pay damages) from
time to time owing to either of the Secured Parties by any Obligor pursuant to any Operative
Document whether or not such Obligor is personally liable for the same and whether or not
any recourse may be had with respect thereto against such Obligor and/or its assets.

"Secured Parties" means the Lender and Security Trustee and "Secured Party" means either one of them.

"Security Deposit" means, in respect of any Aircraft, any security deposit or other amount (howsoever defined)
which is payable by or on behalf of an Operating Lessee pursuant to an Operating Lease to
secure the obligations of the Operating Lessee thereunder.

"Security Documents" means together the General Security Documents and the Aircraft Specific Security
Documents in respect of all Aircraft and any other document, instrument or agreement
designated in writing as a "Security Document" by the Borrower, the Lessee and the Security
Trustee (acting on the instructions of the Lender), and "Security Document" means any one
of them.
"Security Interest" means a mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, right of
detention, right of set-off or other security interest securing any obligation of any person or
any other agreement or arrangement having a similar effect, in each case howsoever created
or arising.

"Security Period" means the period commencing on the date of this Agreement and expiring on the date on
which all Secured Obligations have been paid and performed in full.

"Security Trustee" means [TRUST COMPANY], in its capacity as security trustee for and on behalf of itself and
the Lender on the terms set out in this Agreement, and includes, where the context so permits,
a reference to any additional security trustee appointed pursuant to Clause Error! Reference
source not found. (Additional Security Trustee) for the duration of such appointment.

"Security Trustee Fee means the security trustee fee letter entered into or to be entered into, as the context may
Letter" require, between the Security Trustee and the Lessee.

"Seller" means, in respect of any Aircraft, the person (other than the Manufacturer) holding title to
that Aircraft immediately prior to the Borrower acquiring that Aircraft.

"Servicer" means [LESSOR] Limited, a company duly incorporated and validly existing under the laws
of Ireland having its registered office at [ ], Ireland.

"Servicer Termination means [•] [to be drafted upon review of servicing agreements and to include standby servicer
Event" termination events].

"Servicing Agreement" means the servicing agreement dated on or about the date of this Agreement between the
Servicer, the Lessee and the Original Sublessee.

"Standard" means in relation to any particular issue or matter, the standard which a reputable, prudent
international operating lessor would apply in the applicable circumstances having regard,
where relevant, to:

the credit standing of the relevant Operating Lessee and the relevant Operating Lessee Credit
Support Provider (if any);

the economic terms of the relevant Operating Lease;

the negotiating position of the relevant Operating Lessee or proposed Operating Lessee and
the Operating Lessor; and

the interests and particular concerns of the Secured Parties.

"Standard Mortgage" means, in respect of any Aircraft, and if requested by the Lender, the aircraft mortgage under
English law or New York law (as selected by the Lender) in a form satisfactory to the Lender
or the Security Trustee entered into or to be entered into, as the context may require, between
the Borrower or (if applicable) the relevant Nominee and the Security Trustee on or prior to
the Delivery Date in respect of that Aircraft.

"Standby Servicer" means [•] Limited, a company duly incorporated and validly existing under the laws of
Ireland having its registered office at [•], Ireland.

"Standby Servicing means the servicing agreement dated on or about the date of this Agreement between the
Agreement" Standby Servicer, the Lessee and the Original Sublessee.

"State of Registration" means, in respect of any Aircraft: (a) on the Delivery Date in respect of that Aircraft, the
initial state of registration specified in Annex 1 of the Loan Supplement in respect of that
Aircraft; and (b) thereafter, the country, state or territory from time to time with whose
aviation authorities the relevant Aircraft is registered in accordance with the provisions of
Clause Error! Reference source not found. (Title and Registration).

"Structuring Fee" means it shall have the meaning given to it in Clause x.2 (Structuring Fee) of the Funding
Agreement.

"Subject and Subordinate means, in respect of any Aircraft, any Operating Lease for that Aircraft pursuant to which the
Operating Lease" rights of the relevant Operating Lessee to lease that Aircraft thereunder are (following the
occurrence and during the continuance of any Loan Event of Default or Finance Lease Event
of Default) expressly subject and subordinate to the rights of the Borrower and/or Secured
Parties.

"Sublease" means, in respect of any Aircraft, any lease, charter, hire or other similar arrangement
whereby the Lessee parts with possession and/or operational control of such Aircraft.

"Sublessees" means the Original Sublessee and any other person who becomes a Party to this Agreement as
a "Sublessee" from time to time, and "Sublessee" means any one of them.

"Sublessee Share Charge" means:

the [charge over shares] dated on or about the date of this Agreement between the Original
Sublessee Shareholder and the Security Trustee in respect of the shares in the Original
Sublessee; and

each security agreement (other than the [charge over shares] referred to in (a)) required by the
Lender and in a form satisfactory to the Lender and the Security Trustee, between the relevant
Sublessee Shareholder and the Security Trustee pursuant to which such Sublessee
Shareholder grants a first priority perfected security interest over all its rights and interests in
the shares of any Sublessee.

"Sublessee Share Charge means, in respect of any Sublessee Share Charge, each of the documents, share certificates,
Ancillary Documents" letters and instruments required to be delivered by the Sublessee Shareholder to the Security
Trustee pursuant to that Sublessee Share Charge.

"Sublessee Shareholder" means: (a) in respect of the Original Sublessee, the Original Sublessee Shareholder; and (b) in
respect of any other Sublessee, collectively, all persons holding any of the share capital in
such Sublessee at any time.

"Subsidiary" means in relation to any company or corporation, a company or corporation:

which is controlled, directly or indirectly, by the first mentioned company or corporation;

and/or

more than half the issued share capital of which is beneficially owned, directly or indirectly
by the first mentioned company or corporation; and/or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another
if that other company or corporation is able to direct its affairs and/or to control the
composition of its board of directors or equivalent body.

"Suitable Replacement means, with respect to any replaced Engine, an engine of the same manufacturer and model,
Engine" or at Lessee's option an engine of an improved model, and having equivalent or better value,
utility, modification status, time elapsed since hot section refurbishment, cold section
refurbishment, reduction gear overhaul, life limited part utility and remaining equivalent
warranty status as the Engine it replaces (assuming that such replaced Engine has been
maintained in the condition and state of repair required under this Agreement and the Finance
Lease), and is otherwise of an equivalent or better value and utility and suitable for
installation and use on the relevant Airframe without impairing the value or utility of the
Airframe and compatible with the remaining installed Engine.

"Supplemental Rent" means, in respect of any Aircraft, all supplemental rent or other maintenance/utilisation rent
(howsoever defined) payable by an Operating Lessee pursuant to the relevant Operating
Lease based on the hours and cycles of operation of the Aircraft or Engines or any Part
thereof.

"Supplier" means the Manufacturer, the Engine Manufacturer or any other manufacturer or supplier of
any Part or the provider of any service relating to the repair or maintenance of the Aircraft,
the Engines or any Part thereof.
"Supplier Warranty" means, in respect of any Aircraft, each warranty, express or implied, given by a Supplier in
respect of that Aircraft, the Engines or any Part thereof.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment to be made under
any Operative Document.

"Taxes" and "taxes" means all present and future taxes, levies, imposts, duties (including, without limitation,
customs duties), withholdings, assessments or charges of any nature whatsoever, and
wheresoever imposed, including, without limitation, value added tax or any other tax in
respect of added value or any income (including, without limitation, gross income, minimum,
alternative minimum, capital gains income, gross receipts and net receipts), capital, capital
gains, franchise, transfer, sales, use, business, occupation, excise, property (whether personal
or otherwise), stamp or other tax imposed by any Government Entity (including without
limitation, any local, regional or state tax authority together with any penalties, additions to
tax, fines or interest with respect to any of the foregoing; and "Tax", "tax", "Taxation" and
"taxation" shall be construed accordingly.

"Termination Payment means it has the meaning given to such term in Clause x.3.1 (Termination Payments) of the
Amount" Finance Lease.

"Termination Payment means it has the meaning given to such term in Clause x.2 (Termination Payments) of the
Date" Finance Lease.

"Termination Sum" means, in respect of any Aircraft: (a) in respect of any date which is a Payment Date for such
Aircraft, the amount set forth opposite such Payment Date in column (3) of the schedule to
the Finance Lease Supplement relating to such Aircraft; and (b) in respect of any other date,
the amount set forth opposite the immediately preceding Payment Date or the Delivery Date,
as the case may be, in column (3) of the schedule to the Finance Lease Supplement relating to
such Aircraft.

"Third Parties Act" means the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom.

"Total Loss" means, in respect of any Aircraft or any Engine (and in all cases described below, a Total
Loss of an Aircraft shall be deemed to have occurred if any of the following occurs with
respect to the relevant Airframe):

at any time when the Aircraft is On-Lease, the occurrence of a "Total Loss", "Event of Loss",
"Casualty Occurrence" or the like term under that Operating Lease in respect of the Aircraft,
the relevant Airframe or the Engine; and

at any time when the Aircraft is Off-Lease or the relevant Operating Lease does not for any
reason define the concept of a "Total Loss", "Event of Loss", "Casualty Occurrence" or the
like with respect to an Aircraft or an Engine:

the actual, constructive, compromised, agreed or arranged total loss of the Aircraft, the
relevant Airframe or the Engine, including any damage to the same which results in an
insurance settlement on the basis of a total loss);

the Aircraft, the relevant Airframe or the Engine being destroyed, damaged beyond repair, or
permanently rendered unfit for normal use for any reason whatsoever;

any Compulsory Acquisition of the Aircraft, the relevant Airframe or the Engine;

the hijacking, theft or disappearance of the Aircraft, the relevant Airframe or the Engine
which results in the loss of possession thereof by any person permitted by the Operative
Documents to have possession and/or use of the same for sixty (60) consecutive days or more
or, in any event, if such loss of possession is continuing on the last day of the relevant Lease
Period; or

other than where a requisition constitutes a Total Loss under paragraph (iii) above, the
requisition for use of the Aircraft, the relevant Airframe or the Engine by any Government
Entity which results in the loss of possession thereof by any person permitted by the
Operative Documents to have possession and/or use of the same for sixty (60) consecutive
days or more or, in any event, if such loss of possession is continuing on the last day of the
 relevant Lease Period.

"Total Loss Date" means, with respect to any Total Loss:

at any time when the relevant Aircraft or Engine that has suffered the Total Loss is On-Lease,
the date upon which such Total Loss is deemed pursuant to the Operating Lease to have
occurred; and

at any time when the relevant Aircraft or Engine that has suffered the Total Loss is Off-Lease,
or the relevant Operating Lease does not for any reason deem any date to be the date upon
which the Total Loss occurs:

in the case of the actual loss of the Aircraft, the relevant Airframe or the Engine or its
destruction, damage beyond repair or being permanently rendered unfit for normal use for any
reason whatsoever, the date on which the loss, destruction, damage or being permanently
rendered unfit for normal use occurred (or if not known, the date on which the Aircraft, the
relevant Airframe or the Engine was last heard of);

in the case of the constructive, compromised, agreed or arranged total loss of the Aircraft, the
relevant Airframe or the Engine, the earlier of (i) the date which is sixty (60) consecutive
days after the date on which notice claiming that Total Loss was issued to the insurers (or
reinsurers as the case may be) and (ii) the date on which the insurers (or reinsurers as the case
may be) agree an insurance settlement on the basis of a total loss;

in the case of the Compulsory Acquisition of the Aircraft, the relevant Airframe or the
Engine, the date on which that takes effect;

in the case of the hijacking, theft or disappearance of the Aircraft, the relevant Airframe or the
Engine, the earlier of (i) the date which falls sixty (60) consecutive days after the person
permitted by the Operative Documents to have possession and/or use of the same first lost
possession thereof and (ii) the last day of the relevant Lease Period; or

in the case of the requisition for use of the Aircraft, the relevant Airframe or the Engine by
any Government Entity which is not a Compulsory Acquisition, the earlier to occur of (i) the
date which falls sixty (60) consecutive days after the person permitted by the Operative
Documents to have possession and/or use of the same first lost possession thereof and (ii) the
last day of the relevant Lease Period.

"Total Loss Payment means, with respect to any Total Loss of an Aircraft, the earlier to occur of: (a) the date
Date" falling ninety (90) days after the relevant Total Loss Date; and (b) the date on which the
Borrower, the Lessee, any Sublessee, any Operating Lessor, any Operating Lessee, the
Lender or the Security Trustee receives, or has received, Insurance Proceeds or, as the case
may be, Requisition Proceeds in an aggregate amount not less than the relevant Termination
Sum payable in respect of such Total Loss.

"Total Loss Proceeds" means any Insurance Proceeds, Requisition Proceeds or compensation or similar payments,
paid or payable by any person in respect of a Total Loss of an Aircraft (but not in respect of
the Total Loss of an Engine only).

"Transaction Accounts" means together the Collections Account, the Debt Service Reserve Account, the Expenses
Account, each Intermediate Account and any other account which the Borrower, the Lessee
and the Security Trustee (acting on the instructions of the Lender) may designate as a
"Transaction Account" from time to time, and "Transaction Account" means any of them.

"Transaction Security" means the Security Interests created, or expressed or intended to be created by any person
pursuant to the Security Documents.

"Transaction Summary" means a request prepared by the Servicer and submitted to the Lender summarizing a
proposed transaction for a Loan or a New Operating Lease substantially in the form set out in
Clause x (Form of Transaction Summary).

"Unpaid Sum" means any sum due and payable to any Secured Party but unpaid by any Obligor under the
Operative Documents.
"Variable Portion of the means, in respect of any Aircraft in relation to which Floating Rent is payable pursuant to the
Floating Rent" Finance Lease and in respect of any Payment Date, the amount equal to the accrued interest
on the Loan relating to that Aircraft payable by the Borrower to the Lender under Clause x.2
(Payment of Interest) of the Funding Agreement on such date.

"VAT" means any consumption Tax, value added Tax, goods and services Tax or similar Tax.

"Warranty Proceeds" means all proceeds from time to time paid or payable to the Borrower, the Lessee or any
Sublessee in relation to any Supplier Warranties.
 PART B
INTERPRETATION

1. Unless a contrary indication appears any reference to:

(a) the "Borrower", the "Borrower Shareholder", the "Engine Manufacturer", the "Export Credit
Guarantor", any "Indemnitee", the "Lender", the "Lessee", the "Lessee Shareholder", the
"Manufacturer", any "Operating Lessee", any "Operating Lessor", any "Party", any "Secured
Party", any "Sublessee", any "Sublessee Shareholder" or any other person shall be construed so as to
include any of their respective successors in title and, subject to the terms of the Operative Documents,
permitted assigns and permitted transferees;

(b) a "Party" in an Operative Documents is a reference to a Party to that Operative Document;

(c) a document or agreement in the "agreed form" is a reference to the form of that document or agreement
which has been initialled by or on behalf of the Borrower and the Lessee or any subsequently revised
form of that document or agreement which has been initialled by or on behalf of the Borrower and the
Lessee;

(d) an "Operative Document" or any other agreement or instrument is a reference to that Operative
Document or other agreement or instrument as the same may from time to time be amended, modified,
supplemented, novated, clarified or substituted;

(e) an "agreement" includes a concession, contract, deed, instrument, franchise, licence, treaty or
undertaking (in each case, whether oral or written);

(f) Sections, Clauses, Parts, Schedules, Exhibits to Schedules or Annexes to Schedules are, unless otherwise
specified, references to Sections of, Clauses of, Parts of, Schedules to, Exhibits to Schedules to, or
Annexes to Schedules to, the Operative Document in which they appear and, in the case of a Schedule or
any Exhibit or Annex thereto, to such Schedule (including any Exhibits or Annex thereto) or Exhibit or
Annex as incorporated in such Operative Document as substituted from time to time;

(g) the Borrower "acquiring" an Aircraft (and derivative expressions) shall include the Borrower acquiring
legal and beneficial title to that Aircraft or beneficial title alone in accordance with a nominee structure
pursuant to Clause Error! Reference source not found. (Use of Nominees);

(h) "assets" includes present and future properties, revenues and rights of every description, and in reference
to any person shall be construed as a reference to the whole or any part of such person's assets;

(i) "indebtedness" in respect of any any person includes any obligation of that person (whether present or
future, actual or contingent, secured or unsecured, as principal or surety or otherwise) for the payment or
repayment of money;

(j) a "person" or "persons" or to words importing persons includes any individual, firm, company,
corporation, government, state or agency of a state or any association, trust, Government Entity, joint
venture or consortium or partnership (whether or not having separate legal personality);

(k) a "law" or "regulation" include common or customary law and any constitution, decree, judgment,
legislation, order, ordinance, regulation, rule, statute, treaty or other legislative measure in any applicable
jurisdiction or any directive, regulation, request or requirement, or official or judicial interpretation of
any of the foregoing, in each case having the force of law;

(l) any statutory or other legislative provision shall be construed as including any statutory or legislative
modification or re-enactment thereof, or any substitution therefor;

(m) the "winding-up", "dissolution", "administration", "liquidation", "insolvency", "reorganisation",

"rehabilitation", "amalgamation", "suspension of payments", "moratorium" or "bankruptcy" (and
their derivatives and cognate expressions) of or with respect to any person shall each be construed so as
to include the others and any equivalent or analogous proceedings or event under the law of any
jurisdiction in which such person is incorporated or any jurisdiction in which such person carries on
business;
 (n) a "class of creditors" is a reference to a generic class of creditor by type (e.g. secured, unsecured or
trade creditors) and not an individual syndicate of lenders;

(o) the words "including" and similar words and terms shall not be construed as limiting and shall mean
"including without limitation";

(p) an "approval" or a "consent" shall be construed as a reference to any approval, consent, authorisation,
exemption, permit, licence, registration, filing or enrolment by or with any competent authority; and

(q) a time of day is a reference to London time.

2. A Finance Lease Default and a Loan Default (and an "Enforcement Event" to the extent arising as a result of any
such event) is "continuing" if it has not been remedied or waived in writing by the Lender.

3. Section, Clause, Part, Schedule, Exhibit, Annex and other headings contained in any Operative Document are for
ease of reference only and shall not affect the interpretation of any document.

4. Words importing the plural shall also include the singular and vice versa.

5. "Dollars" and "$" denote the lawful currency from time to time of the United States of America.