Common use of Jurisdiction and Dispute Resolution Clause in Contracts

Jurisdiction and Dispute Resolution. (a) The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a “Dispute”) including: (i) a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity; and (ii) any non-contractual obligations arising out of or in connection with this Agreement. For such purposes each Party irrevocably submits to the jurisdiction of the English courts, waives any objections to the jurisdiction of those courts and irrevocably agrees that a judgment or order of the English courts in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary. (c) The Parties agree that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings may be served on the Purchaser in accordance with Clause 22.9 (Notices). These documents may, however, be served in any other manner allowed by Law. (d) The Purchaser shall at all times maintain and ensure that each Purchaser Nominee shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The Purchaser confirms for each Purchaser Nominee that such agent shall be BBAM UK Limited of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ and any claim form, judgment or other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that each Purchaser Nominee shall not revoke the authority of this agent and if, for any reason, the Vendor reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the Vendor. If, following such a request, the Purchaser Nominee fails (as the case may be) to appoint another agent, the Vendor shall be entitled to appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expense. (e) The Vendor shall at all times maintain and ensure that the Vendor and each Vendor Group Undertaking that is or is to be party to a Transaction Document shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The Vendor confirms (for itself and each such Vendor Group Undertaking) that such agent shall be A.G. Registrars Limited, Corporate Services Department of ▇▇▇▇▇▇ Gate, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and any claim form, judgment or other notice of legal process shall be sufficiently served on the Vendor or any such Vendor Group Undertaking if delivered to such agent at its address for the time being. The Vendor irrevocably undertakes not to revoke and to ensure that each such Vendor Group Undertaking shall not revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Vendor to do so, it shall promptly appoint and procure that each such Vendor Group Undertaking shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, the Vendor and/or any such Vendor Group Undertaking fail or fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of the Vendor and/or such Vendor Group Undertaking at the Vendor’s expense. [The remainder of this page is intentionally left blank] 1. PORTFOLIO A(a) No. Manufacturer’s serial number Aircraft type Manufacturer’s serial numbers of Airframe Engines Asset Owner Lessee Existing Lessor 1. 2926 A320-216 577781 and 577786 AAC Cayman 1 Limited Pakistan International Airlines Corporation Asia Aviation Capital Limited 2. 2989 A320-216 577861 and 577862 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 3. 4302 A320-216 699880 and 699885 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 4. 4346 A320-216 699933 and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇) Limited Red Lotus Aviation Limited 5. 4367 A320-216 699965 and 699967 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 6. 4390 A320-216 699979 and 699990 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 7. 5420 A320-216 645403 and 645404 Merah Duapuluhtujuh Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 8. 3064 A320-216 697170 and 697171 SNC Rivoli Palais Royal 3 Philippines AirAsia, Inc. Merah Putih 2, Inc. 9. 2816 A320-216 577646 and 577647 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 10. 5200 A320-214 645167 and 645168 Merah Duapuluhenam Limited PT Indonesia AirAsia Merah Putih 2, Inc.

Jurisdiction and Dispute Resolution. (a) 21.1 The courts interpretation and construction of this Agreement shall be governed by the laws of England have exclusive jurisdiction to settle excluding any dispute arising from conflicts or connected with choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement (a “Dispute”) including:to the substantive law of another jurisdiction. Licence Agreement/ArQule, Inc. (i) a dispute regarding the existence21.2 Any dispute, validity controversy or termination claim arising out of or relating to this Agreement or the consequences alleged breach, termination or invalidity of its nullitythis Agreement shall be submitted in the first instance to appropriate management such as the Chief Executive Officer of ArQule or such person's designee of equivalent or superior position and to the Chief Executive Officer of Basilea or such person's designee of equivalent or superior position, who shall both use best efforts to meet in person to discuss the same within twenty one (21) days of the receipt by one Party of formal written notice of dispute from the other Party. If the Parties' executives fail to meet, either by telephone, videoconference or in person, to resolve a matter which has been referred to them within such twenty one (21) days or if the meeting between senior executives takes place within such twenty one (21) day period and the senior executives are unable to resolve the dispute, then either Party may refer the dispute to arbitration upon giving written notice to the other and Section 20.3 shall apply. 21.3 Disputes not resolved under Section 21.2 shall be referred and finally determined by arbitration with the WIPO Arbitration Rules subject to the following provisions: (a) the number of arbitrators shall be three (3), the seat of the arbitration shall be London; the arbitral proceedings shall be conducted in English; (b) the arbitration award shall be final and binding on the Parties and shall not be appealable to any court in any jurisdiction; (c) the award may be entered and enforced in any court having competent jurisdiction; and (iid) any non-contractual obligations arising out of or in connection with this Agreement. For such purposes each Party irrevocably submits to the jurisdiction fees of the English courtsarbitration shall be paid as directed by the arbitral tribunal. 21.4 Notwithstanding the foregoing, waives either Party may seek immediate injunctive or other interim relief from any objections court of competent jurisdiction with respect to any matter for which monetary damages would not adequately protect such Party's interests or otherwise to enforce and protect any Intellectual Property owned, Controlled or licensed to such Party. 21.5 Any dispute concerning the jurisdiction of those courts and irrevocably agrees that a judgment ownership or order of the English courts in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts inventorship of any other jurisdiction. (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary. (c) The Parties agree that the documents which start any proceedings relating to Patent Rights arising hereunder in a Dispute (“Proceedings”) and any other documents required to given jurisdiction shall be served in relation to those Proceedings may be served on the Purchaser determined in accordance with Clause 22.9 (Notices)the law of the jurisdiction where the inventive contribution was made. These documents mayFor the avoidance of doubt, however, be served in the outcome of any other manner allowed by Law. (d) The Purchaser shall at all times maintain and ensure that each Purchaser Nominee shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The Purchaser confirms for each Purchaser Nominee that such agent shall be BBAM UK Limited of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ and any claim form, judgment or other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that each Purchaser Nominee dispute shall not revoke affect the authority of licenses granted to Basilea under this agent and if, for any reason, the Vendor reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the Vendor. If, following such a request, the Purchaser Nominee fails (as the case may be) to appoint another agent, the Vendor shall be entitled to appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expenseAgreement. (e) The Vendor shall at all times maintain and ensure that the Vendor and each Vendor Group Undertaking that is or is to be party to a Transaction Document shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The Vendor confirms (for itself and each such Vendor Group Undertaking) that such agent shall be A.G. Registrars Limited, Corporate Services Department of ▇▇▇▇▇▇ Gate, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and any claim form, judgment or other notice of legal process shall be sufficiently served on the Vendor or any such Vendor Group Undertaking if delivered to such agent at its address for the time being. The Vendor irrevocably undertakes not to revoke and to ensure that each such Vendor Group Undertaking shall not revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Vendor to do so, it shall promptly appoint and procure that each such Vendor Group Undertaking shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, the Vendor and/or any such Vendor Group Undertaking fail or fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of the Vendor and/or such Vendor Group Undertaking at the Vendor’s expense. [The remainder of this page is intentionally left blank] 1. PORTFOLIO A(a) No. Manufacturer’s serial number Aircraft type Manufacturer’s serial numbers of Airframe Engines Asset Owner Lessee Existing Lessor 1. 2926 A320-216 577781 and 577786 AAC Cayman 1 Limited Pakistan International Airlines Corporation Asia Aviation Capital Limited 2. 2989 A320-216 577861 and 577862 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 3. 4302 A320-216 699880 and 699885 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 4. 4346 A320-216 699933 and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇) Limited Red Lotus Aviation Limited 5. 4367 A320-216 699965 and 699967 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 6. 4390 A320-216 699979 and 699990 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 7. 5420 A320-216 645403 and 645404 Merah Duapuluhtujuh Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 8. 3064 A320-216 697170 and 697171 SNC Rivoli Palais Royal 3 Philippines AirAsia, Inc. Merah Putih 2, Inc. 9. 2816 A320-216 577646 and 577647 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 10. 5200 A320-214 645167 and 645168 Merah Duapuluhenam Limited PT Indonesia AirAsia Merah Putih 2, Inc.

Jurisdiction and Dispute Resolution. (a) The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a “Dispute”) including: (i) a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity; and (ii) any non-contractual obligations arising out of or in connection with this Agreement. For such purposes each Party irrevocably submits to the jurisdiction of the English courts, waives any objections to the jurisdiction of those courts and irrevocably agrees that a judgment or order of the English courts in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary. (c) The Parties agree that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings may be served on the Purchaser in accordance with Clause 22.9 (Notices)13.1. These documents may, however, be served in any other manner allowed by Law. (d) The Purchaser shall at all times maintain and ensure that each Purchaser Nominee shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Relevant Documents. The Purchaser confirms for itself and for each Purchaser Nominee that such agent shall be BBAM UK Limited of Limited, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇Way, ▇▇▇▇▇▇▇▇▇Bracknell, ▇▇▇▇ ▇▇▇G 1WA, ▇▇▇▇▇▇▇ England and any claim form, judgment or other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that it and each Purchaser Nominee shall not revoke the authority of this agent and if, for any reason, the Vendor Seller reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the VendorSeller. If, following such a request, the Purchaser or Purchaser Nominee fails (as the case may be) to appoint another agent, the Vendor Seller shall be entitled to appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expense. (e) The Vendor Seller shall at all times maintain and ensure that the Vendor Seller and each Vendor Group Undertaking Lessee that is or is to be party to a Transaction Relevant Document shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Relevant Documents. The Vendor Seller confirms (for itself and each such Vendor Group UndertakingLessee) that such agent shall be A.G. Registrars Limited, Corporate Services Department (currently of ▇▇▇▇▇▇ Gate, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇▇) and any claim form, judgment or other notice of legal process shall be sufficiently served on the Vendor Seller or any such Vendor Group Undertaking Lessee if delivered to such agent at its address for the time being. The Vendor Seller irrevocably undertakes not to revoke and to ensure that each such Vendor Group Undertaking Lessee shall not revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Vendor Seller to do so, it shall promptly appoint and procure that each such Vendor Group Undertaking Lessee shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, the Vendor Seller and/or any such Vendor Group Undertaking Lessee fail or fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of the Vendor Seller and/or such Vendor Group Undertaking Lessee at the VendorSeller’s expense. [The remainder of this page is intentionally left blank] 1. PORTFOLIO A(a) No. Manufacturer’s serial number Aircraft type Manufacturer’s serial numbers of Airframe Engines Asset Owner Lessee Existing Lessor 1. 2926 A320-216 577781 and 577786 AAC Cayman 1 Limited Pakistan International Airlines Corporation Asia Aviation Capital Limited 2. 2989 A320-216 577861 and 577862 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 3. 4302 A320-216 699880 and 699885 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 4. 4346 A320-216 699933 and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇) Limited Red Lotus Aviation Limited 5. 4367 A320-216 699965 and 699967 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 6. 4390 A320-216 699979 and 699990 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 7. 5420 A320-216 645403 and 645404 Merah Duapuluhtujuh Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 8. 3064 A320-216 697170 and 697171 SNC Rivoli Palais Royal 3 Philippines AirAsia, Inc. Merah Putih 2, Inc. 9. 2816 A320-216 577646 and 577647 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 10. 5200 A320-214 645167 and 645168 Merah Duapuluhenam Limited PT Indonesia AirAsia Merah Putih 2, Inc..

Jurisdiction and Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of law principles thereof (a) The courts except that § 5-1401 of England have exclusive jurisdiction the New York General Obligations Law shall apply). For the avoidance of doubt, the parties agree that the UN Convention on the International Sale of Goods shall not be applicable to settle any dispute arising from this Agreement. B. Any action, litigation or connected with this Agreement suit (collectively, a “DisputeProceeding”) including: (i) a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity; and (ii) any non-contractual obligations arising out of or relating to this Agreement shall be brought in connection with this Agreement. For such purposes the courts of the State and County of New York, or, if it has or can acquire subject matter jurisdiction, in the United States District Court for the Southern District of New York, and each Party of the parties irrevocably submits to the personal and exclusive jurisdiction of the English courtseach such court in any such Proceeding, waives any objections objection it may now or hereafter have to the jurisdiction personal jurisdiction, venue or to convenience of those courts and irrevocably forum in any such Proceeding, agrees that a judgment or order all claims in respect of the English courts Proceeding shall be heard and determined only in connection with any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. (b) court. The Parties parties agree that either or both of them may file a copy of this Section with any court in any such Proceeding as written evidence of the courts knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections they might have based on personal jurisdiction, improper venue or convenience of England are the most appropriate and convenient courts to settle forum. Process in any Dispute and, accordingly, that they will not argue to the contrary. (c) The Parties agree that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings such Proceeding may be served on any party anywhere in the Purchaser world, and each party agrees that service of process by an overnight delivery service is sufficient and enforceable. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. The parties hereby waive the right to a trial by jury in any Proceeding brought against the other with respect to this Agreement or their respective performance hereunder. C. If FRESENIUS shall allege in writing that NABI has breached its obligations under Section 6.1, then NABI agrees to make available to FRESENIUS such of its relevant documents for inspection, and such if its personnel for interviews, as shall be reasonably requested by FRESENIUS to determine whether such breach has occurred. If FRESENIUS shall not be satisfied with NABI’s performance of its commitment in this Section 8.1C, then FRESENIUS’ sole remedy shall be to initiate a Proceeding in accordance with Clause 22.9 (Notices). These documents may, however, be served in any other manner allowed by LawSection 8.1B alleging a breach of Section 6.1. (d) The Purchaser shall at all times maintain and ensure that each Purchaser Nominee shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The Purchaser confirms for each Purchaser Nominee that such agent shall be BBAM UK Limited of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ and any claim form, judgment or other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that each Purchaser Nominee shall not revoke the authority of this agent and if, for any reason, the Vendor reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the Vendor. If, following such a request, the Purchaser Nominee fails (as the case may be) to appoint another agent, the Vendor shall be entitled to appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expense. (e) The Vendor shall at all times maintain and ensure that the Vendor and each Vendor Group Undertaking that is or is to be party to a Transaction Document shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The Vendor confirms (for itself and each such Vendor Group Undertaking) that such agent shall be A.G. Registrars Limited, Corporate Services Department of ▇▇▇▇▇▇ Gate, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and any claim form, judgment or other notice of legal process shall be sufficiently served on the Vendor or any such Vendor Group Undertaking if delivered to such agent at its address for the time being. The Vendor irrevocably undertakes not to revoke and to ensure that each such Vendor Group Undertaking shall not revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Vendor to do so, it shall promptly appoint and procure that each such Vendor Group Undertaking shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, the Vendor and/or any such Vendor Group Undertaking fail or fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of the Vendor and/or such Vendor Group Undertaking at the Vendor’s expense. [The remainder of this page is intentionally left blank] 1. PORTFOLIO A(a) No. Manufacturer’s serial number Aircraft type Manufacturer’s serial numbers of Airframe Engines Asset Owner Lessee Existing Lessor 1. 2926 A320-216 577781 and 577786 AAC Cayman 1 Limited Pakistan International Airlines Corporation Asia Aviation Capital Limited 2. 2989 A320-216 577861 and 577862 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 3. 4302 A320-216 699880 and 699885 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 4. 4346 A320-216 699933 and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇) Limited Red Lotus Aviation Limited 5. 4367 A320-216 699965 and 699967 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 6. 4390 A320-216 699979 and 699990 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 7. 5420 A320-216 645403 and 645404 Merah Duapuluhtujuh Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 8. 3064 A320-216 697170 and 697171 SNC Rivoli Palais Royal 3 Philippines AirAsia, Inc. Merah Putih 2, Inc. 9. 2816 A320-216 577646 and 577647 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 10. 5200 A320-214 645167 and 645168 Merah Duapuluhenam Limited PT Indonesia AirAsia Merah Putih 2, Inc.

Jurisdiction and Dispute Resolution. (a) The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a “Dispute”) including: (i) a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity; and (ii) any non-contractual obligations arising out of or in connection with this Agreement. For such purposes each Party irrevocably submits to the jurisdiction of the English courts, waives any objections to the jurisdiction of those courts and irrevocably agrees that a judgment or order of the English courts in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary. (c) The Parties agree that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings may be served on the Purchaser in accordance with Clause 22.9 (Notices)14.1. These documents may, however, be served in any other manner allowed by Law. (d) The Purchaser shall at all times maintain and ensure that each Purchaser Nominee shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Relevant Documents. The Purchaser confirms for itself and for each Purchaser Nominee that such agent shall be BBAM UK Limited of Limited, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇Way, ▇▇▇▇▇▇▇▇▇Bracknell, ▇▇▇▇ ▇▇▇G 1WA, ▇▇▇▇▇▇▇ England and any claim form, judgment or other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that it and each Purchaser Nominee shall not revoke the authority of this agent and if, for any reason, the Vendor Seller reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the VendorSeller. If, following such a request, the Purchaser or Purchaser Nominee fails (as the case may be) to appoint another agent, the Vendor Seller shall be entitled to appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expense. (e) The Vendor Seller shall at all times maintain and ensure that the Vendor and each Vendor Group Undertaking that is or is to be party to a Transaction Document Seller shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Relevant Documents. The Vendor Seller confirms (for itself and each such Vendor Group Undertaking) that such agent shall be A.G. Registrars Limited, Corporate Services Department (currently of ▇▇▇▇▇▇ Gate, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇▇) and any claim form, judgment or other notice of legal process shall be sufficiently served on the Vendor or any such Vendor Group Undertaking Seller if delivered to such agent at its address for the time being. The Vendor Seller irrevocably undertakes not to revoke and to ensure that each such Vendor Group Undertaking shall not revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Vendor Seller to do so, it shall promptly appoint and procure that each such Vendor Group Undertaking shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, the Vendor and/or any such Vendor Group Undertaking fail or Seller fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of the Vendor and/or such Vendor Group Undertaking Seller at the VendorSeller’s expense. [The remainder of this page is intentionally left blank] 1. PORTFOLIO A(a) No. Manufacturer’s serial number Aircraft type Manufacturer’s serial numbers of Airframe Engines Asset Owner Lessee Existing Lessor 1. 2926 A320-216 577781 and 577786 AAC Cayman 1 Limited Pakistan International Airlines Corporation Asia Aviation Capital Limited 2. 2989 A320-216 577861 and 577862 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 3. 4302 A320-216 699880 and 699885 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 4. 4346 A320-216 699933 and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇) Limited Red Lotus Aviation Limited 5. 4367 A320-216 699965 and 699967 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 6. 4390 A320-216 699979 and 699990 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 7. 5420 A320-216 645403 and 645404 Merah Duapuluhtujuh Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 8. 3064 A320-216 697170 and 697171 SNC Rivoli Palais Royal 3 Philippines AirAsia, Inc. Merah Putih 2, Inc. 9. 2816 A320-216 577646 and 577647 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 10. 5200 A320-214 645167 and 645168 Merah Duapuluhenam Limited PT Indonesia AirAsia Merah Putih 2, Inc..

Jurisdiction and Dispute Resolution. (aA) The courts of England have exclusive jurisdiction to settle any Any dispute arising from out of or connected in connection with this Agreement (a “Dispute”) including: (i) a dispute including any question regarding the its existence, validity or termination termination, shall be finally resolved by the UNCITRAL Rules, which Rules are deemed to be incorporated by reference into this clause. Notwithstanding this, each of this Agreement the Joint Global Coordinators, the Joint Sponsors and the Hong Kong Underwriters shall have the sole right to commence proceedings or the consequences pursue claims (including any third party claims in proceedings in which it is joined as a defendant) in any court of its nullity; and (ii) competent jurisdiction in relation to any non-contractual obligations dispute arising out of or in connection with this Agreement. For such purposes each Party irrevocably submits Once a dispute is referred to arbitration or court proceedings are commenced, the other party or parties to the arbitration or court proceedings shall submit to respectively the arbitration or the jurisdiction of the English courtscourt in which such proceedings have been commenced. (B) The place of arbitration shall be the Hong Kong International Arbitration Centre "HKIAC"). (C) The arbitral tribunal shall be composed of three arbitrators. The appointing authority shall be HKIAC. (D) The governing law of the arbitration proceedings will be the law of Hong Kong. (E) The language to be used in the arbitral proceedings shall be English. (F) The taking of proceedings in any one or more jurisdictions shall not preclude the taking of the proceedings in any other jurisdiction, waives any objections whether concurrently or not, to the extent permitted by the law of that jurisdiction. (G) Each of the parties hereto irrevocably waives (and irrevocably agrees not to raise) any objection which it may now or hereafter have to the laying of the venue of any proceedings in any court of competent jurisdiction and any claim of those courts forum non conveniens and further irrevocably agrees that a judgment or order of the English courts judgement in connection with any proceedings brought in any court referred to in this Agreement is clause shall be conclusive and binding on upon it and may be enforced against it in the courts of any other jurisdiction. (bH) The Parties agree that the courts of England are the most appropriate Company hereby irrevocably authorises and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary. (c) The Parties agree that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings may be served on the Purchaser in accordance with Clause 22.9 (Notices). These documents may, however, be served in any other manner allowed by Law. (d) The Purchaser shall at all times maintain and ensure that each Purchaser Nominee shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The Purchaser confirms for each Purchaser Nominee that such agent shall be BBAM UK Limited appoints Mr. K.S. Heng of ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ and any claim form, judgment or other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that each Purchaser Nominee shall not revoke the authority of this agent and if, for any reason, the Vendor reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the Vendor. If, following such a request, the Purchaser Nominee fails (as the case may be) to appoint another agent, the Vendor shall be entitled to appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expense. (e) The Vendor shall at all times maintain and ensure that the Vendor and each Vendor Group Undertaking that is or is to be party to a Transaction Document shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The Vendor confirms (for itself and each such Vendor Group Undertaking) that such agent shall be A.G. Registrars Limited, Corporate Services Department of ▇▇▇▇▇▇ Gate, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or such persons, being resident in Hong Kong, as it may from time to time appoint as its agent to accept service of all legal process, including service of a notice of arbitration under the Rules, arising out of or connected with this Agreement and service on such persons shall be deemed to be service on the Company. (I) The Selling Shareholder hereby irrevocably authorises and appoints Mr. K.S. Heng of ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ and any claim form, judgment or other notice of legal process shall be sufficiently served on the Vendor or any such Vendor Group Undertaking if delivered to such agent at its address for the time being. The Vendor irrevocably undertakes not to revoke and to ensure that each such Vendor Group Undertaking shall not revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Vendor to do so, it shall promptly appoint and procure that each such Vendor Group Undertaking shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, the Vendor and/or any such Vendor Group Undertaking fail or fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of the Vendor and/or such Vendor Group Undertaking at the Vendor’s expense. [The remainder of this page is intentionally left blank] 1. PORTFOLIO A(a) No. Manufacturer’s serial number Aircraft type Manufacturer’s serial numbers of Airframe Engines Asset Owner Lessee Existing Lessor 1. 2926 A320-216 577781 and 577786 AAC Cayman 1 Limited Pakistan International Airlines Corporation Asia Aviation Capital Limited 2. 2989 A320-216 577861 and 577862 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 3. 4302 A320-216 699880 and 699885 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 4. 4346 A320-216 699933 and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or such persons, being resident in Hong Kong, as it may from time to time appoint as its agent to accept service of all legal process, including service of a notice of arbitration under the Rules, arising out of or connected with this Agreement and service on such persons shall be deemed to be service on the Selling Shareholder. (J) Limited Red Lotus Aviation Limited 5. 4367 A320-216 699965 Should court proceedings be commenced by any of the Joint Global Coordinators, the Joint Sponsors or the Hong Kong Underwriters, upon being given notice of such proceedings in writing, the party against whom such proceedings have been brought shall immediately appoint an agent to accept service of process in the relevant jurisdiction and 699967 Merah Sembilanbelas Limited Thai AirAsia Co.shall give notice to the relevant Joint Global Coordinator, Ltd. AirAsia (Mauritius) Limited 6. 4390 A320-216 699979 Joint Sponsor or Hong Kong Underwriter of the details and 699990 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 7. 5420 A320-216 645403 and 645404 Merah Duapuluhtujuh Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 8. 3064 A320-216 697170 and 697171 SNC Rivoli Palais Royal 3 Philippines AirAsia, Inc. Merah Putih 2, Inc. 9. 2816 A320-216 577646 and 577647 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 10. 5200 A320-214 645167 and 645168 Merah Duapuluhenam Limited PT Indonesia AirAsia Merah Putih 2, Inc.address for service of such agent.