Exhibit 10.10

Execution version

Dated                   23 April                2003

Contents

THIS FACILITY AGREEMENT is made on 23 April 2003 as a deed

BETWEEN:

(1)                      THE BANKS AND FINANCIAL INSTITUTIONS listed in Part I of schedule 2 as British Lenders;

(2)                      THE BANKS AND FINANCIAL INSTITUTIONS listed in Part II of schedule 2 as French Lenders;

(3)                      THE BANKS AND FINANCIAL INSTITUTIONS listed in Part III of schedule 2 as the German banking syndicate;

(4)                      KREDITANSTALT FÜR WIEDERAUFBAU a public corporation established under the laws of Germany and having its principal place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany as German Parallel Lender;

(5)                      THE BANKS AND FINANCIAL INSTITUTIONS listed in Part IV of schedule 2 as Mismatch Lenders;

(6)                      CRÉDIT LYONNAIS a banking institution established under the laws of France acting through its office in England at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, in its capacity as national agent of the British Lenders;

(7)                      CRÉDIT LYONNAIS a banking institution established under the laws of France acting through its office at ▇-▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, in its capacity as national agent of the French Lenders;

(8)                      KREDITANSTALT FÜR WIEDERAUFBAU a public corporation established under the laws of Germany and having its principal place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany, in its capacity as national agent of the German Lenders;

(9)                      CRÉDIT LYONNAIS a banking institution established under the laws of France acting through its office at ▇-▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, in its capacity as agent of the ECA Lenders;

(10)                CRÉDIT LYONNAIS a banking institution established under the laws of France acting through its office at ▇-▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, in its capacity as agent of the Mismatch Lenders;

(11)                CRÉDIT LYONNAIS, a banking institution established under the laws of France acting through its office at ▇-▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, in its capacity as security trustee for and on behalf of the Secured Parties;

(12)                SUNRISE LEASING LIMITED, a company incorporated under the laws of the Cayman Islands and having its registered office at Walkers SPV Limited, ▇▇▇▇▇▇ House, ▇▇▇▇ Street, P.O. Box 908GT, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands as Principal Borrower;

(13)                SUNDANCE LEASING LIMITED, a company incorporated under the laws of the Cayman Islands and having its registered office at Walkers SPV Limited, ▇▇▇▇▇▇ House, ▇▇▇▇ Street, P.O. Box 908GT, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands as First Aircraft Borrower;

(14)                SUNRAY LEASING LIMITED, a company incorporated under the laws of the Cayman Islands and having its registered office at Walkers SPV Limited, ▇▇▇▇▇▇ House, ▇▇▇▇ Street, P.O. Box 908GT, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands as Second Aircraft Borrower;

(15)                SUNSHINE LEASING LIMITED, a company incorporated under the laws of the Cayman Islands and having its registered office at Walkers SPV Limited, ▇▇▇▇▇▇ House, ▇▇▇▇ Street, P.O. Box 908GT, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands as Third Aircraft Borrower;

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(16)                SUNGLOW LEASING LIMITED, a company incorporated under the laws of the Cayman Islands and having its registered office at Walkers SPV Limited, ▇▇▇▇▇▇ House, ▇▇▇▇ Street, P.O. Box 908GT, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands as Fourth Aircraft Borrower;

(17)                SUNFLOWER AIRCRAFT LEASING LIMITED, a company incorporated under the laws of Ireland and having its registered office at debis ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ as Principal Irish Lessee;

(18)                DEBIS AIRCRAFT LEASING XXX B.V., a company incorporated under the laws of the Netherlands and having its registered office at ▇▇▇▇▇ van ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, 1118 CX ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as Principal Dutch Lessee; and

(19)                DEBIS AIRFINANCE B.V., a company organised and existing under the laws of the Netherlands whose registered office is at ▇▇▇▇▇ van de ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, 1118 CX ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.

IT IS AGREED as follows:

1                               Definitions

In this Agreement (including schedules), except where the context otherwise requires or there is express provision to the contrary, words and expressions set out in schedule 1 shall have the meanings ascribed thereto.  The rules of interpretation set out in schedule 1 are also applicable to this Agreement.

2                               Availability - ECA Facility

2.1                    ECA Facility

Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of the Principal Lessees and the Initial Borrowers set out in clause 6, the ECA Lenders hereby grant and undertake to make available to the Borrowers a loan facility in the principal amount of up to the ECA Facility Amount as ECA Loans.

2.2                     ECA Availability Period

2.2.1                                           The ECA Facility shall be available for drawdown at any time during the ECA Availability Period on the terms and subject to the conditions of this Agreement.

2.2.2                                           It is currently contemplated that each of the Aircraft will be delivered during the Scheduled Delivery Month for that Aircraft and accordingly debis shall, as soon as reasonably practicable following receipt of notice from or agreement with the Manufacturer of a change to the Scheduled Delivery Month for an Aircraft, notify the ECA Agent of that change.  Upon receipt by the ECA Agent of that notice and provided that the new scheduled delivery month falls (a) no later than six (6) months after the original Scheduled Delivery Month for the relevant Aircraft specified in Part 1 of schedule 3, and (b) within the ECA Availability Period, the Scheduled Delivery Month for that Aircraft shall be amended accordingly.  If either (a) or (b) does not apply, then, unless the ECA Agent and the Mismatch Agent otherwise agree, that Aircraft shall thereupon cease to be an Aircraft under and for the purposes of this Agreement and the ECA Commitments for that Aircraft and the Mismatch Commitments for that Aircraft shall each be reduced to zero.

2.3                     Number and composition of ECA Loans

2.3.1                              The ECA Facility shall be available as up to twenty (20) ECA Loans, constituting one ECA Loan for each Aircraft.

2.3.2                              The maximum amount of the ECA Loan for each Aircraft shall be the Maximum ECA Amount for that Aircraft or, if that ECA Loan is denominated in Euro, the Euro Equivalent thereof.

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2.3.3                              Subject to the terms and conditions of this Agreement and the ECA Loan Agreement for that ECA Loan, the British Lenders, the French Lenders and the German Lenders shall participate in an ECA Loan for an Aircraft through their respective Lending Offices as follows:

(a)            the British Lenders - (i) the British ECA Portion for that Aircraft of the Maximum ECA Aircraft Amount for that Aircraft, plus (ii) the Qualifying ECA Premium referred to in paragraph (a) of the definition thereof for that ECA Loan;

(b)           the French Lenders - (i) the French ECA Portion for that Aircraft of the Maximum ECA Aircraft Amount for that Aircraft, plus (ii) the Qualifying ECA Premium referred to in paragraph (b) of the definition thereof for that ECA Loan; and

(c)            the German Lenders - (i) the German ECA Portion for that Aircraft of the Maximum ECA Aircraft Amount for that Aircraft, plus (ii) the Qualifying ECA Premium referred to in paragraph (c) of the definition thereof for that ECA Loan.

2.3.4                              Subject to the terms and conditions of this Agreement and the ECA Loan Agreement for that ECA Loan, each ECA Lender for an Aircraft shall participate in an ECA Loan for an Aircraft through its Lending Office in an amount equal to its ECA Commitment for that Aircraft.

2.3.5                              To the extent that, pursuant to the Transaction Documents, the ECA Commitments for an Aircraft, the Mismatch Commitments for an Aircraft, the Unutilised Mismatch Facility for an Aircraft and/or the Unutilised ECA Facility are from time to time reduced:

(a)                        The Maximum ECA Amount for an Aircraft shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for that Aircraft.

(b)                       The Maximum Mismatch Amount for an Aircraft and the Unutilised Mismatch Facility for an Aircraft shall from time to time be reduced by an amount equal to all reductions in the Mismatch Commitments and/or the Unutilised Mismatch Facility, in each case, for that Aircraft.

(c)                        The ECA Facility Amount shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for any Aircraft and/or the Unutilised ECA Facility (but without double counting).

(d)                       The Mismatch Facility Amount shall from time to time be reduced by an amount equal to all reductions in the Mismatch Commitments for any Aircraft and/or the Unutilised Mismatch Facility for any Aircraft (but without double counting).

(e)                        The Unutilised ECA Facility shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for any Aircraft.

2.3.6                              If the ECA Commitments for an Aircraft are at any time cancelled or otherwise reduced to zero pursuant to the Transaction Documents, the Mismatch Commitments for that Aircraft shall, simultaneously therewith, be cancelled and reduced to zero.

2.3.7                              Notwithstanding anything herein or in any other Transaction Document to the contrary, the maximum aggregate amounts to be advanced as ECA Loans by the British Lenders, the French Lenders and the German Lenders shall be as follows:

(a)              the British Lenders - two hundred million Dollars ($200,000,000);

(b)             the French Lenders - three hundred and eighty five million Dollars ($385,000,000);

(c)              the German Lenders - two hundred and seventy five million Dollars ($275,000,000),

and the foregoing provisions of this clause 2.3 shall be construed accordingly.

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2.4                     Cancellation of the ECA Facility

Upon the expiry of the ECA Availability Period, the Unutilised ECA Facility (if any) then remaining shall be cancelled.

2.5                     Currency

Each ECA Loan may be drawn down either wholly in Dollars or wholly in Euro at the option of debis, as notified by debis to the ECA Agent in the relevant ECA Utilisation Notice.

2.6                     Terms and conditions

Each ECA Loan shall be documented by an ECA Loan Agreement.

2.7                     Several obligations

2.7.1                              The obligations of each ECA Lender to make its ECA Commitment or any part thereof available and to perform its obligations under this Agreement and the other Transaction Documents are several and not joint.  The failure of any ECA Lender to perform its obligations under this Agreement or any other Transaction Document shall not result in any of the other ECA Finance Parties assuming any additional obligation or liability whatsoever.

2.7.2                              Nothing contained in any Transaction Document shall constitute a partnership, association, joint venture or other entity between any two or more of the ECA Finance Parties.

2.8                     Repayment schedules

2.8.1                              Each ECA Loan shall be repaid on a quarterly instalment basis, one on each ECA Repayment Date for that ECA Loan, in the amounts specified in schedule 1 to the ECA Loan Agreement for that ECA Loan, with the final repayment being due on the Final ECA Repayment Date for that ECA Loan.

2.8.2                              The amounts of the repayment instalments shown in schedule 1 to the ECA Loan Agreement for an ECA Loan shall be calculated on a “mortgage style” basis applying the Relevant Rate plus the ECA Margin for that ECA Loan.

2.9                     ECA Premium

Each Obligor hereby expressly agrees and acknowledges that the ECA Premium for an ECA Loan is payable to the Export Credit Agencies respectively in full, as a condition to, and prior to, the issue by them of the Support Agreements for that ECA Loan and is not refundable in whole or in part in any circumstances or for any reason whatsoever except, in relation to a particular Export Credit Agency and the corresponding component of the ECA Premium, if that Export Credit Agency does not issue its Support Agreement for that ECA Loan. The Borrower in relation to an Aircraft agrees with the Lessee of that Aircraft that it will pay the ECA Premium for the ECA Loan for that Aircraft to the National Agents respectively as soon as reasonably practicable following the receipt by that Borrower of the full amount of the Initial Rent under (and as defined in) the Lease for that Aircraft.

3                               Availability - Mismatch Facility

3.1                     Mismatch Facility

Subject to the terms and conditions of this Agreement (including without limitation clause 3.10) and in reliance on the representations and warranties of the Principal Lessees and the Initial Borrowers set out in clause 6, the Mismatch Lenders hereby grant and undertake to make available to the Borrowers a mismatch loan facility in the principal amount of up to the Mismatch Facility Amount as Mismatch Loans.

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3.2                     Mismatch Availability Period

The Mismatch Facility shall be available for an Aircraft during the Mismatch Commitment Period for that Aircraft, for drawdown at any time during the Mismatch Availability Period for that Aircraft, on the terms and subject to the conditions of this Agreement.

3.3                     Number and composition of Mismatch Advances

3.3.1                                 The Mismatch Facility shall be available in connection with each Aircraft, other than where the ECA Loan for that Aircraft is denominated in Euro, and the Mismatch Facility for an Aircraft shall be available by the advance of one (1) Mismatch Advance on or in respect of each ECA Repayment Date for the ECA Loan for that Aircraft or, in the case of the 2003 Aircraft, each ECA Repayment Date for the ECA Loan for that Aircraft which falls on or after the First Mismatch Advance Date for that Mismatch Loan.

3.3.2                                 The maximum amount of the Mismatch Loan for an Aircraft shall be the Maximum Mismatch Amount for that Aircraft.

3.3.3                                 Subject to the terms and conditions of this Agreement and the Mismatch Loan Agreement for that Mismatch Loan, each Mismatch Lender shall participate in a Mismatch Loan for an Aircraft through its Lending Office in its Mismatch Portion for that Aircraft.

3.4                     Cancellation of the Mismatch Facility

3.4.1                                 Upon the expiry of the Mismatch Availability Period in respect of an Aircraft, the Unutilised Mismatch Facility for that Aircraft and all of the Mismatch Commitments for that Aircraft then remaining (if any) shall be cancelled.

3.4.2                                 If, in respect of an Aircraft:

(a)            an ECA Loan has not been made prior to the expiry of the ECA Availability Period, with immediate effect from the expiry of the ECA Availability Period; or

(b)           the Mismatch Facility for that Aircraft is not utilised by the time at which the ECA Loan for that Aircraft is drawn down or, with respect to the 2003 Aircraft only, within twelve (12) months thereafter;

(c)            an ECA Loan is denominated in Euro, with effect from the drawdown of that ECA Loan,

the Unutilised Mismatch Facility for that Aircraft and all of the Mismatch Commitments for that Aircraft then remaining (if any) shall be cancelled.

3.4.3                                 The Borrowers may, by not less than ten (10) Banking Days notice from debis to the Mismatch Agent, elect to cancel the Unutilised Mismatch Facility for an Aircraft and the Mismatch Commitments for that Aircraft in whole or in part on any date (being the date specified in that notice).  In the event of a partial cancellation, the Mismatch Commitments for that Aircraft of each Mismatch Lender for that Aircraft shall be cancelled in accordance with the respective Mismatch Portions for that Aircraft of those Mismatch Lenders.

3.4.4                                 The relevant Borrower shall be entitled, under the terms of the Mismatch Loan Agreement for an Aircraft, to prepay in part as well as in full the Mismatch Loan for that Aircraft.

3.5                     Currency

The Mismatch Advances shall be made available wholly in Dollars.

3.6                     Terms and conditions

Each Mismatch Loan shall be documented in a Mismatch Loan Agreement.

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3.7                     Several obligations

3.7.1                                 The obligations of each Mismatch Lender to make its Mismatch Commitment or any part thereof available and to perform its obligations under this Agreement and the other Transaction Documents are several and not joint.  The failure of any Mismatch Lender to perform its obligations under this Agreement or any other Transaction Documents shall not result in any of the other Mismatch Finance Parties assuming any additional obligation or liability whatsoever.

3.7.2                                 Nothing contained in any Transaction Document shall constitute a partnership, association, joint venture or other entity between any two or more of the Mismatch Finance Parties.

3.8                     Repayments

The Mismatch Loan for an Aircraft shall be repaid in one (1) instalment on the Final ECA Repayment Date in respect of the ECA Loan for that Aircraft (subject always to the relevant Borrower’s voluntary prepayment rights under the relevant Mismatch Loan Agreement).

3.9                     Commitment commission

In respect of each Aircraft, the Principal Borrower shall pay in arrears to the Mismatch Agent (for the account of each Mismatch Lender for that Aircraft according to its Mismatch Commitment for that Aircraft), on each Reference Date falling during the Mismatch Commitment Period for that Aircraft and prior to the ECA Drawdown Date for that Aircraft, on the ECA Drawdown Date for that Aircraft, on each ECA Repayment Date for that Aircraft falling prior to the last day of the Mismatch Commitment Period for that Aircraft and on the last day of that Mismatch Commitment Period, commitment commission computed from the first day of that Mismatch Commitment Period on the daily amount of the Unutilised Mismatch Facility for that Aircraft at the rate which is zero point two five per cent. (0.25%) per annum.  The commitment commission referred to in this clause 3.9 shall be payable by the Principal Borrower whether or not any Mismatch Advance for the relevant Aircraft is ever made.

3.10              Mismatch Commitment Period

3.10.1                           debis and each of the other Obligors hereby acknowledge and agree that, as at the Signing Date, no Mismatch Lender has committed to provide, nor has any Mismatch Lender obtained internal credit approvals in respect of, any Mismatch Loan and, accordingly, no Mismatch Lender has any obligations and/or liabilities in respect thereof or otherwise under this Agreement or any other Transaction Document, except as expressly provided for in this clause 3.10 and clauses 5.2.1 and 5.2.2.

3.10.2                           debis and each of the other Obligors further hereby acknowledge and agree that, as at the Signing Date, the only Mismatch Lenders are those referred to in paragraph (a) of the definition thereof, that the Mismatch Commitments (if any) of those Mismatch Lenders have not yet been determined and that the Mismatch Commitments (if any) of those Mismatch Lenders will in any event be insufficient to enable a Mismatch Loan to be made available in respect of any Aircraft.

3.10.3                           If debis wishes a Mismatch Loan to be made available for an Aircraft, debis shall:

(a)              identify one or more persons who are prepared to be or become Mismatch Lenders for that Aircraft so that the Mismatch Portions of all Mismatch Lenders for that Aircraft total one hundred per cent. (100%); and

(b)             if those persons are not already Lenders, procure that they accede to this Agreement pursuant to documentation acceptable to the Mismatch Agent and the ECA Agent (each acting reasonably) and, if they are already Lenders, procure that such documentation as the Mismatch Agent and the ECA Agent may require (each acting reasonably) is executed to effect their introduction as Mismatch Lenders; and

(c)              subject to the conclusion of the steps referred to in paragraphs (a) and (b) above, send a written notice (a “Request Notice”) to each Mismatch Lender no later than three (3)

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months (or such other period as debis and the Mismatch Agent may agree) prior to the date on which debis is required to issue a Mismatch Utilisation Notice for that Mismatch Loan, as specified in clause 5.1.1.  Each Request Notice shall contain, to the extent that the same is then available, the same information as is required (pursuant to the terms of clause 5.1.1) to be included in a Mismatch Utilisation Notice.

3.10.4                           Following the issue by debis of a Request Notice for an Aircraft, if all of the Mismatch Lenders for that Aircraft notify debis in writing that they are committed to provide a Mismatch Loan for that Aircraft (a “Confirmation Notice”), then, upon the issue of the Confirmation Notice, those Mismatch Lenders shall (subject to the terms and conditions of this Agreement) be committed to provide a Mismatch Loan for that Aircraft, and (subject always to the following provisions of this clause 3.10.4) the Mismatch Commitment Period, and the rights, obligations, duties and liabilities of the relevant Mismatch Lenders under the Transaction Documents, for that Aircraft shall thereupon commence.  The Mismatch Lenders agree to respond to any Request Notice as soon as reasonably practicable and, in any event, not later than one (1) month after receipt thereof. If any of the Mismatch Lenders decides that it does not wish to be committed, that Mismatch Lender will notify debis of this decision as soon as reasonably practicable and will, if requested by debis, consult with debis in relation to that decision.  debis shall be entitled, by written notice to each Mismatch Lender, to withdraw a Request Notice at any time prior to the issue of a corresponding Confirmation Notice.

For the avoidance of doubt, each Mismatch Lender shall be entitled in its sole and absolute discretion to:

(a)                        commit or refuse to commit to provide any Mismatch Loan;

(b)                       if it does so commit, commit to provide any Mismatch Loan according to such Mismatch Portion and such Mismatch Commitments as it determines in its sole and absolute discretion;

(c)                        if it does so commit, commit to provide any Mismatch Loan according to such terms and conditions as it determines in its sole and absolute discretion (which may include without limitation terms and conditions which necessitate changes to the terms of this Agreement and the other Transaction Documents),

provided that, in the case of each of paragraphs (b) and (c) above (i) the relevant Mismatch Lender shall, prior to the issue of the relevant Confirmation Notice, obtain debis’ prior agreement to the same (and debis shall be entitled to accept or reject the same in its sole and absolute discretion), and (ii) the relevant Mismatch Portion(s), Mismatch Commitment(s) and terms and conditions shall be specified in the relevant Confirmation Notice.

3.10.5                           For the avoidance of doubt, the Mismatch Commitment Period for an Aircraft shall not commence, and no Mismatch Lender shall be committed to provide a Mismatch Loan for an Aircraft, unless and until a Confirmation Notice in respect of that Aircraft shall have been issued by all of the Mismatch Lenders for that Aircraft and any applicable terms and conditions have been satisfied in full.

3.10.6                           The Mismatch Lenders agree for the benefit of debis and each of the other Obligors that neither debis nor any other Obligor shall have any duties, obligations or liabilities whatsoever to any Mismatch Lender or the Mismatch Agent under or in connection with this Agreement or any other Transaction Document prior to the issuance of a Confirmation Notice and, prior to such issuance, all references in this Agreement or in any other Transaction Document to all or any of the Mismatch Lenders or the Mismatch Agent shall be ignored in construing any provisions relating to the obligations, duties or liabilities of debis or any other Obligor.

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4                               Utilisation of the ECA Facility

4.1                     ECA Utilisation Notices

4.1.1                                 In order to effect an ECA Loan other than the ECA Loans for the Initial Aircraft, debis must submit a notice to the ECA Agent substantially in the form set out in schedule 4 identifying:

(a)                        the proposed ECA Drawdown Date for that ECA Loan, which shall be a Banking Day within the ECA Availability Period not less than fifteen (15) Banking Days (or such shorter period as the ECA Agent, acting on the instructions of the National Agents, may agree) after the date of service of that notice;

(b)                       the proposed Final ECA Repayment Date for that ECA Loan;

(c)                        the amount (which shall not exceed the maximum amount calculated pursuant to clause 2.3.2) and currency (which shall be Dollars or Euros) of the proposed ECA Loan;

(d)                       the relevant Aircraft (including its manufacturer’s serial number, the proposed registration ▇▇▇▇ (if then known) and the manufacturer, type and serial numbers (if then known) of its Engines);

(e)                        if known, the identity of and the principal place of business of the proposed Sub-Lessee and any Sub-Sub-Lessee of that Aircraft;

(f)                          the jurisdiction in which that Aircraft shall be registered and whether, taking into account the requirements of paragraph 1(c) of schedule 7, it is proposed that there will be a Mortgage in respect of the Aircraft;

(g)                       the anticipated Aircraft Purchase Price for that Aircraft;

(h)                       the identity of each Borrower and Lessee to be party to the Transaction Documents for that Aircraft; and

(i)                           if that Aircraft is to be placed on lease to a Sub-Lessee pursuant to a Sub-Lease on that ECA Drawdown Date, the notice shall have attached thereto a Certified Copy of the latest draft (if any) or, if the same is then available, the executed version of the proposed Sub-Lease.

4.1.2                                 The ECA Agent shall:

(a)            send to each National Agent a copy of each ECA Utilisation Notice received from debis which complies with clause 4.1.1; and

(b)           assist in the preparation of the ECA Utilisation Documentation for the relevant ECA Loan, and as soon as reasonably practicable following receipt of the same shall procure that that ECA Utilisation Documentation is circulated to the National Agents and the relevant Borrower.

4.1.3                                 The ECA Agent, the relevant Borrower and each relevant Lessee shall, on or prior to the date falling three (3) Banking Days prior to the proposed ECA Drawdown Date, execute the ECA Utilisation Documentation for that ECA Loan and each ECA Finance Party (other than the ECA Agent and the Security Trustee) hereby authorises and instructs the ECA Agent to execute that ECA Utilisation Documentation on its behalf.

4.2                     Conditions precedent

4.2.1                                 The obligations of each of the ECA Finance Parties under this Agreement and the relevant ECA Loan Agreement in respect of the first ECA Loan shall be subject to the ECA Agent having received (or (acting on the instructions of the Majority Lenders) having waived receipt of) the documents and other evidence referred to in Part I of schedule 10, in each case, in form and substance satisfactory to the ECA Agent (acting reasonably).

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4.2.2                                 The obligations of each of the ECA Finance Parties under this Agreement and the relevant ECA Loan Agreement in respect of each ECA Loan shall be subject to:

(a)            the ECA Agent having received (or (acting on the instructions of the Majority Lenders) having waived receipt of) the documents and other evidence referred to in Part II of schedule 10 in form and substance satisfactory to the ECA Agent and, if the relevant Aircraft is to be placed on lease to a Sub-Lessee pursuant to a Sub-Lease on the ECA Drawdown Date for that ECA Loan, the Sub-Lease Requirements shall have been complied with in full to the satisfaction of the ECA Agent (acting reasonably) in respect of that Sub-Lease, provided that the Sub-Lease Requirements (other than those set out in paragraph 4 of schedule 8) in relation to the Initial Sub-Leases shall not be required to be complied with pursuant to this clause 4.2.2(a) or any other provision of this Agreement;

(b)           no Relevant Event, Termination Event, ECA Utilisation Block Event or Mandatory Prepayment Event in respect of that Aircraft having occurred which is continuing;

(c)            any requisite approvals of the competent authorities of the French Republic, the Federal Republic of Germany and the United Kingdom shall have been obtained and COFACE, HERMES and ECGD shall have indicated that they are willing to give guarantees, insurances or other applicable support (subject to satisfaction of the relevant conditions precedent) in terms satisfactory to the British National Agent, the French National Agent and the German National Agent respectively on that ECA Drawdown Date; and

(d)           with respect to the ECA Loan for any Aircraft other than the Initial Aircraft:

(i)                           the appointment of the German National Agent for that Aircraft, as contemplated by paragraph (b) of the definition of German National Agent, pursuant to documentation acceptable to the ECA Agent and the German Parallel Lender (each acting reasonably); and

(ii)                        the agreement of one or more persons to become German Lenders for that Aircraft and fund the German ECA Portion for that Aircraft, as contemplated by paragraph (b) of the definition of German Lenders, and, if those persons are not already Lenders, the accession to this Agreement by those persons pursuant to documentation acceptable to the ECA Agent and the German Parallel Lender (each acting reasonably) and, if they are already Lenders, the execution of such documentation as the ECA Agent and the German Parallel Lender (each acting reasonably) may require to effect their introduction as German Lenders for that Aircraft.

4.2.3                                 Each National Agent hereby confirms and agrees that:

(a)              it has requested the approvals and indications referred to in clause 4.2.2(c) in respect of the ECA Loans for (i) in the case of the German National Agent, the Initial Aircraft, and (ii) in the case of the British National Agent and the French National Agent respectively, the 2003 Aircraft;

(b)             as soon as reasonably practicable following a written request from debis to do so, it will request the approvals and indications referred to in clause 4.2.2(c) in respect of the ECA Loans for the other Aircraft, consistent with its normal procedures for obtaining the same;

(c)              it will keep debis advised of progress in relation to such approvals and indications and notify debis as soon as reasonably practicable following receipt of such approvals and/or indications or of any rejection of any approval application or change of position in relation to any of the foregoing matters; and

(d)             it will, if appropriate, involve debis in discussions with the relevant Export Credit Agencies.

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5                               Utilisation of the Mismatch Facility

5.1                     Mismatch Utilisation Notices

5.1.1                                 In order to effect a Mismatch Loan for an Aircraft, debis must (i) in the case of any Aircraft other than the 2003 Aircraft, at the same time as debis submits the ECA Utilisation Notice for that Aircraft to the ECA Agent pursuant to clause 4.1.1, or (ii) in the case of the 2003 Aircraft, not less than fifteen (15) Banking Days prior to the proposed First Mismatch Advance Date thereunder which must be no later than the date falling twelve (12) months after the ECA Drawdown Date for the ECA Loan for that Aircraft and within the Mismatch Commitment Period for that Aircraft, submit a notice to the Mismatch Agent substantially in the form set out in schedule 5 identifying:

(a)              (i) in the case of any Aircraft other than the 2003 Aircraft, the proposed ECA Drawdown Date for the ECA Loan for that Aircraft, or (ii) in the case of the 2003 Aircraft, the proposed First Mismatch Advance Date, and the amount (which must be in Dollars) of that ECA Loan;

(b)             (i) in the case of any Aircraft other than the 2003 Aircraft, the proposed Final ECA Repayment Date for that ECA Loan, or (ii) in the case of the 2003 Aircraft, the actual Final ECA Repayment Date for that ECA Loan;

(c)              the amount (which shall not exceed the maximum amount calculated pursuant to clause 3.3.2) of that Mismatch Loan;

(d)             that Aircraft (including its manufacturer’s serial number, the proposed registration ▇▇▇▇ (if then known) and the manufacturer, type and serial numbers (if then known) of its Engines);

(e)              if known, the identity of and the principal place of business of the proposed Sub-Lessee and any Sub-Sub-Lessee of that Aircraft;

(f)                the jurisdiction in which that Aircraft shall be registered and whether, taking into account the requirements of paragraph 1(c) of schedule 7, it is proposed that there will be a Mortgage in respect of the Aircraft;

(g)             the anticipated Aircraft Purchase Price for that Aircraft;

(h)             the identity of each Borrower and Lessee to be party to the Transaction Documents for that Aircraft; and

(i)                 if that Aircraft is to be placed on lease to a Sub-Lessee pursuant to a Sub-Lease on that ECA Drawdown Date, the notice shall have attached thereto a Certified Copy of the latest draft (if any) or, if the same is then available, the executed version of the proposed Sub-Lease.

5.1.2                                 The Mismatch Agent shall:

(a)              send to each Mismatch Lender a copy of each Mismatch Utilisation Notice received from debis which complies with clause 5.1.1; and

(b)             assist in the preparation of the Mismatch Utilisation Documentation for the relevant Mismatch Loan, and as soon as reasonably practicable following receipt of the same shall procure that that Mismatch Utilisation Documentation is circulated to the Mismatch Lenders and the relevant Borrower.

5.1.3                                 The Mismatch Agent, the relevant Borrower and each relevant Lessee shall, on or prior to the date falling three (3) Banking Days prior to (i) in the case of any Aircraft other than the 2003 Aircraft, the proposed ECA Drawdown Date, or (ii) in  the case of the 2003 Aircraft, the proposed First Mismatch Advance Date, execute the Mismatch Utilisation Documentation for

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that Mismatch Loan and each Mismatch Finance Party (other than the Mismatch Agent and the Security Trustee) hereby authorises and instructs the Mismatch Agent to execute that Mismatch Utilisation Documentation on its behalf.

5.2                     Conditions precedent

5.2.1                                 The obligations of each of the Mismatch Finance Parties under this Agreement and each relevant Mismatch Loan Agreement shall be subject to the Mismatch Agent having received (or (acting on the instructions of the Majority Mismatch Lenders) having waived receipt of) the documents and other evidence referred to in Part I of schedule 10, in each case, in form and substance satisfactory to the Mismatch Agent. Notwithstanding that no Mismatch Commitment Period will have commenced, the Mismatch Agent will on or prior to the first ECA Drawdown Date confirm in writing to debis whether the conditions referred to in this clause 5.2.1 have been fulfilled and if any such conditions have not then been fulfilled the Mismatch Agent will confirm to debis which conditions remain to be fulfilled.

5.2.2                                 The obligations of each of the Mismatch Finance Parties under this Agreement and the relevant Mismatch Loan Agreement in respect of each Mismatch Loan shall be subject to a Confirmation Notice (as defined in clause 3.10) having been issued in respect of that Mismatch Loan and the Mismatch Agent having received (or (acting on the instructions of the Majority Mismatch Lenders) having waived receipt of) the documents and other evidence referred to in Part II of schedule 10 in form and substance satisfactory to the Mismatch Agent (acting reasonably) and, if the relevant Aircraft is to be placed on lease to a Sub-Lessee pursuant to a Sub-Lease on the Mismatch Drawdown Date for that Mismatch Loan, the Sub-Lease Requirements shall have been complied with in full to the satisfaction of the Mismatch Agent (acting reasonably) in respect of that Sub-Lease, provided that the Sub-Lease Requirements (other than those set out in paragraph 4 of schedule 8) in relation to the Initial Sub-Leases shall not be required to be complied with pursuant to this clause 5.2.2 or any other provision of this Agreement.

5.2.3                                 The obligations of each of the Mismatch Finance Parties under this Agreement and the relevant Mismatch Loan Agreement in respect of each Mismatch Loan shall be subject to the Mismatch Commitment Period for that Aircraft being current at:

(a)              the times at which the Mismatch Loan Agreement for that Mismatch Loan is entered into by the parties thereto; and

(b)             the First Mismatch Advance Date thereunder.

5.2.4                                 The obligations of each of the Mismatch Finance Parties under this Agreement and the relevant Mismatch Loan Agreement in respect of each Mismatch Advance shall be subject to no Termination Event, Mismatch Utilisation Block Event or Mandatory Prepayment Event in respect of that Aircraft having occurred which is continuing.

6                               Representations and warranties

6.1                     Representations and warranties of each Borrower

To induce each of the Finance Parties, the Lessees and debis to enter into the Transaction Documents, each Borrower represents and warrants (as to itself only) to the Finance Parties, the Lessees and debis that:

6.1.1                                 it is duly organised or, as the case may be, incorporated and validly existing under the laws of its State of Incorporation, and has full power, authority and legal right to own its property and carry on its business as presently conducted;

6.1.2                                 it has the power and capacity to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is or will be a party and all necessary action has been or will prior to the entering into of the same be taken to authorise the execution, delivery and performance of the same;

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6.1.3                                 all necessary legal action to authorise the person or persons who execute and deliver the Transaction Documents to which it is or will be a party to execute and deliver the same and thereby bind it to all the terms and conditions hereof and thereof and to act for and on behalf of it as contemplated hereby and thereby has been or will prior to the entering into of the same be taken;

6.1.4                                 the Transaction Documents to which it is or will be a party constitute or will when executed constitute its legal, valid and binding obligations enforceable in accordance with their terms subject to bankruptcy, insolvency and other laws affecting creditor’s rights generally, subject to general principles of equity and subject to the qualifications set out in the legal opinions to be provided to the Finance Parties in accordance with the provisions of this Agreement;

6.1.5                                 the execution and delivery by it of, the performance of its obligations under, and compliance with the provisions of, the Transaction Documents to which it is or will be a party will not (i) contravene any existing Applicable Law of its State of Incorporation to which it is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any document, instrument or agreement to which it is a party or is subject or by which it or any of its assets may be bound, (iii) contravene or conflict with any provision of its constitutional documents, or (iv) result in the creation or imposition of, or oblige it to create, any Lien on or over any of its assets other than any Lien created pursuant to or permitted by the Transaction Documents;

6.1.6                                 save in respect of applicable Cayman Islands stamp duty, every consent, authorisation, licence or approval of, or registration with or declaration to, any Government Entity of its State of Incorporation in connection with the execution, delivery, validity, enforceability or admissibility in evidence of the Transaction Documents to which it is or will be a party, or the performance by it of its obligations under the Transaction Documents to which it is or will be party has been or will prior to the relevant ECA Drawdown Date be obtained or made and is or will prior to the relevant ECA Drawdown Date be in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same;

6.1.7                                 no litigation, arbitration or administrative proceeding is taking place, pending or, to its knowledge or the knowledge of its officers, threatened against it or against any of its assets;

6.1.8                                 it has not taken any action nor, to its knowledge or the knowledge of its officers, have any steps been taken or legal proceedings been started for any Insolvency Event in relation to it;

6.1.9                                 the claims of the Finance Parties against it under this Agreement and the other Transaction Documents to which it is a party will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application or otherwise mandatorily preferred by law;

6.1.10                           except as otherwise permitted hereunder, there have been no amendments or supplements to its constitutional documents from the form of those documents last supplied by it to the ECA Agent and the Mismatch Agent respectively and the constitutional documents in the form last supplied by it to the ECA Agent and the Mismatch Agent respectively remain in full force and effect;

6.1.11                           the board resolutions and, if applicable, power of attorney supplied by it to the ECA Agent and the Mismatch Agent respectively pursuant to the provisions of this Agreement remain in full force and effect and have not been amended, supplemented, varied or revoked, in whole or in part, since they were entered into and the authority therein given to the persons therein named to agree and execute on its behalf the Transaction Documents remains in full force and effect and has not been revoked, amended, supplemented or varied, in whole or in part;

6.1.12                           it has not, prior to entering into the Transaction Documents, engaged in any business or transaction or entered into any contract or agreement with any person or otherwise created or incurred any liability to, or acquired any asset from, any person, other than any such

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transactions, contracts, agreements or liabilities or acquisitions of assets as (i) have been necessary solely in order for it to establish itself as a company duly incorporated and validly existing under the laws of its State of Incorporation, or (ii) have occurred pursuant to or are contemplated by any of the Transaction Documents; and

6.1.13                           no Borrower Event has occurred and it continuing.

6.2                     Representations and warranties of each Lessee

To induce each of the Finance Parties and each of the Borrowers to enter into the Transaction Documents, each Lessee represents and warrants (as to itself only) to the Finance Parties and the Borrowers that:

6.2.1                                 it is duly incorporated and validly existing under the laws of its State of Incorporation as a limited liability company and has power to carry on its business as it is now being conducted and to own its property and other assets;

6.2.2                                 it has the power to execute and deliver and to perform its obligations under the Transaction Documents to which it is or will be a party and all necessary corporate, shareholder and other action has been or will prior to the entering into of the same be taken to authorise the execution, delivery and performance of the same;

6.2.3                                 the Transaction Documents to which it is or will be a party constitute or will, when executed, constitute valid and legally binding obligations of it enforceable in accordance with their respective terms subject to applicable bankruptcy, insolvency and other laws affecting creditor’s rights generally, subject to general principles of equity and subject to the qualifications set out in the legal opinions to be provided to the Finance Parties in accordance with the provisions of this Agreement;

6.2.4                                 the execution and delivery of, the performance of its obligations under, and compliance by it with the provisions of, the Transaction Documents to which it is or will be a party will not (i) contravene any existing Applicable Law of its State of Incorporation (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which it is a party or is subject or by which it or any of its property is bound, or (iii) contravene or conflict with any provision of its constitutional documents;

6.2.5                                 its obligations under the Transaction Documents to which it is or will be a party will rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of it with the exception of any such obligations which are mandatorily preferred by law and not by contract;

6.2.6                                 it is subject to civil and commercial law with respect to its obligations under the Transaction Documents to which it is or will be a party and the transactions contemplated thereby constitute private and commercial acts done for private and commercial purposes and neither it nor any of its assets is entitled to any immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

6.2.7                                 its only business is that of leasing the Aircraft and the entering into of the Transaction Documents to which it is or will be a party and any and all agreements related thereto;

6.2.8                                 every consent, authorisation, licence or approval of, or registration with or declaration to, any Government Entity of its State of Incorporation in connection with the execution, delivery, validity, enforceability or admissibility in evidence of the Transaction Documents to which it is or will be a party, or the performance by it of its obligations under the Transaction Documents to which it is or will be party has been or will prior to the relevant ECA Drawdown Date be obtained or made and is or will prior to the relevant ECA Drawdown Date be in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same;

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6.2.9                                 no litigation, arbitration or administrative proceeding that could (by itself or together with any other such proceedings or claims) reasonably be expected to have a material adverse effect on its ability to observe or perform its obligations under the Transaction Documents to which it is or will be a party or a material adverse effect upon its financial condition, business, assets or operations is presently in progress or, to its knowledge or the knowledge of its officers, pending or threatened against it or any of its assets;

6.2.10                           it is not in breach of or in default under any agreement relating to Financial Indebtedness to which it is a party or by which it may be bound; and

6.2.11                           no Lease Event has occurred and is continuing.

6.3                     Repetition

The representations and warranties set out in clause 6.1 are made by the Initial Borrowers on the Signing Date and, in the case of any Borrower which enters into an Accession Deed after the date of this Agreement, will be deemed to be made by that Borrower on the date it executes that Accession Deed.

The representations and warranties set out in clause 6.2 are made by each Principal Lessee on the Signing Date and, in the case of any Lessee which enters into an Accession Deed after the date of this Agreement, will be deemed to be made by that Lessee on the date it executes that Accession Deed.

6.4                     English Law Mortgage

Notwithstanding any provision of any Transaction Document (including clause 6.1 or clause 6.2), where the State of Registration of an Aircraft is not the United Kingdom, no Lessee or Borrower shall be obliged to or be deemed to have represented that the English Law Mortgage for that Aircraft is valid and enforceable in the State of Registration or in any other jurisdiction if that English Law Mortgage is not recognised as valid and enforceable in such jurisdiction, and the representations and warranties of each Borrower and each Lessee under any Transaction Document as they relate to any English Law Mortgage shall be construed accordingly.

7                               Undertakings and covenants - general

7.1                     Undertakings and covenants of each Borrower

Until all of the Secured Obligations have been satisfied in full, each Borrower hereby undertakes and covenants with each Finance Party, each Lessee and debis (severally as to itself only) that from the date of this Agreement:

7.1.1                                 it shall remain duly incorporated and validly existing under the laws of its State of Incorporation;

7.1.2                                 it will limit its business exclusively to the purchase, financing, leasing and disposal of the Aircraft and the transactions contemplated by the Transaction Documents and matters reasonably incidental thereto;

7.1.3                                 it will not, without the prior written consent of the ECA Agent, the Mismatch Agent and debis, enter into any contract or agreement with any person, and will not, without the prior written approval of the ECA Agent, the Mismatch Agent and debis, otherwise create or incur any liability to any person, in each case, other than as provided for in, or permitted by, the Transaction Documents or other than such liabilities with respect to Taxes, ordinary costs and overhead expenses as have arisen or may arise in the ordinary course of its business as referred to in the immediately preceding paragraph;

7.1.4                                 to the extent possible pursuant to Applicable Law of its State of Incorporation, it will obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent,

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authorisation, licence or approval of governmental or public bodies or authorities or courts and do, or cause to be done, all other acts and things, in each case, which may from time to time be necessary or advisable under Applicable Law of its State of Incorporation for the continued due performance of all its obligations under the Transaction Documents;

7.1.5                                 subject to indemnification in respect of such Taxes (other than those in respect of which it is personally liable) pursuant to the terms of this Agreement, it will as soon as reasonably practicable discharge or procure the discharge of all or any Taxes which are payable by it from time to time;

7.1.6                                 in the case of each Initial Borrower and each other Borrower incorporated in the Cayman Islands, it will not take any action, nor permit any action to be taken, which would result in it ceasing to be an exempted company incorporated with limited liability in the Cayman Islands;

7.1.7                                 to the extent possible pursuant to Applicable Law and subject to the provisions of clause 26, it will duly observe and perform all the covenants, obligations and conditions which are required to be observed and performed by it under the Transaction Documents;

7.1.8                                 it will not exercise any right, power or discretion vested in it pursuant to any Transaction Document otherwise than in a manner consistent with the provisions thereof;

7.1.9                                 it will not without the prior written consent of the ECA Agent, the Mismatch Agent and debis create or permit to subsist any Lien over all or any of its present and future revenues and assets other than Permitted Liens; and

7.1.10                           it will take such action as the Security Trustee and (subject to no Lease Termination Event having occurred and being continuing) debis shall reasonably require to maintain the rights granted to the Secured Parties and debis under the Transaction Documents and, after the occurrence of a Lease Termination Event which is continuing, to take such action as the Security Trustee may reasonably require in relation to the exercise of the rights of that Borrower under the Transaction Documents.

7.2                     Undertakings and covenants of each Lessee

Until all of the Secured Loan Obligations have been satisfied in full, each Lessee hereby undertakes and covenants with each Finance Party and each Borrower (severally as to itself only) that from the date of this Agreement:

7.2.1                                 to the extent possible pursuant to Applicable Law it shall obtain (within any applicable time limits) and maintain in full force and effect and comply with the terms of all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters for the time being required by all Applicable Laws of its State of Incorporation to enable it to perform its obligations under, or for the validity or enforceability of, the Transaction Documents to which it is or will be a party;

7.2.2                                 it shall as soon as reasonably practicable notify the Security Trustee if it becomes aware of the occurrence of a Lease Termination Event which is continuing or of any other event or circumstance which will adversely affect in any material respect its ability to perform its obligations under the Transaction Documents to which it is or will be a party and shall provide the Security Trustee with reasonable details of any steps which the Lessee is taking, or proposes to take, to remedy or mitigate the effect of any such Lease Termination Event or such other event or circumstance;

7.2.3                                 it shall deliver or cause to be delivered to the Security Trustee as soon as reasonably practicable after the same are available:

(a)              and in any event within one hundred and eighty (180) days after the end of debis’ financial year, a copy of debis’ audited consolidated financial accounts for the relevant financial year;

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(b)             and in any event within the lesser of one hundred and eighty (180) days after the end of debis’ financial year and thirty (30) days after debis’ shareholders have approved the same, a CFO Certificate in relation thereto;

(c)              and in any event within ninety (90) days after the end of each semi-annual accounting period of debis, a copy of debis’ consolidated management accounts for the relevant semi-annual period, together with a CFO Certificate in relation thereto;

(d)             if so requested by the Security Trustee at any time because the Security Trustee and/or any other Finance Party has reasonable grounds to believe that a Trigger Event may have occurred and be continuing, a copy of debis’ most recent monthly management reports, together with a CFO Certificate in relation thereto,

in each case, prepared in accordance with US or Dutch GAAP;

7.2.4                                 if so requested by the Security Trustee at any time, because the Security Trustee and/or any other Finance Party has reasonable grounds to believe that the contents of any CFO Certificate may not be true and correct, it shall procure that debis’ auditors confirm in writing to the Security Trustee that the contents of that CFO Certificate are true and correct;

7.2.5                                 it shall as soon as reasonably practicable provide the Security Trustee with such information as is available to it concerning its financial condition, business, assets and operations (subject to Applicable Laws and confidentiality restrictions), and/or concerning any of the Aircraft, including the maintenance, operation, usage and location thereof, as the Security Trustee may from time to time reasonably request in the context of the Transaction Documents and the transactions contemplated thereby;

7.2.6                                 it shall as soon as reasonably practicable provide the Security Trustee with such information as is available to it concerning a Sub-Lease or a Sub-Sub-Lease as the Security Trustee may from time to time reasonably request, subject always to any Applicable Laws and confidentiality restrictions to which it is subject in relation thereto;

7.2.7                                 it will duly and punctually perform its obligations under and comply with the terms of the Transaction Documents to which it is or will be a party;

7.2.8                                 it will ensure that its obligations under the Transaction Documents to which it is or will be a party are, or will upon execution thereof by it rank, at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of it save for obligations mandatorily preferred by law;

7.2.9                                 it shall preserve its corporate existence (but, for the avoidance of doubt, it shall not be prevented from concluding any solvent reconstruction, reorganisation, merger, amalgamation or securitisation); and

7.2.10                           its only business shall be that of leasing the Aircraft and entering into the Transaction Documents to which it is or will be a party and any and all agreements related thereto and it will not undertake any other business other than the purchase and sale of Aircraft as and when it becomes entitled to do so under the terms of the Transaction Documents.

7.3                     Change of control

7.3.1                                 If at any time any of the current shareholders of debis reduces its shareholding interest (in percentage terms) in debis, debis shall as soon as reasonably practicable give written notice (“Notice”) to the ECA Agent and the Mismatch Agent.

7.3.2                                 If the result of such reduction is that the current shareholders of debis as at the Signing Date cease, in the aggregate, to own at least sixty-six point six six per cent. (66.66%) of the issued shares and voting rights of debis, and the new shareholder(s) of debis are not, as at the time of their acquisition of the shares, either (i) rated BBB- or above by Standard & Poors Ratings Group and/or the equivalent thereof by ▇▇▇▇▇’▇ Investments Services Inc, or (ii) of

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at least equivalent credit worthiness as the transferring shareholders, as demonstrated by debis to the reasonable satisfaction of the ECA Agent (acting on the instructions of the National Agents) and, if there is a Mismatch Loan, the Mismatch Agent (acting on the instructions of the Majority Mismatch Lenders) then, as soon as reasonably practicable after receipt of the Notice, the ECA Agent (if so instructed by the National Agents) and, if there is a Mismatch Loan, the Mismatch Agent (if so instructed by the Majority Mismatch Lenders) shall enter into good faith discussions with debis with a view to agreeing alternative arrangements and conditions (including, without limitation, as to the provision of additional security) acceptable to the ECA Agent (acting on the instructions of the National Agents acting reasonably) and, if there is a Mismatch Loan, the Mismatch Agent (acting on the instructions of the Majority Mismatch Lenders acting reasonably) for the continuation of the transactions contemplated by the Transaction Documents.

7.3.3                                 If no such arrangements and conditions acceptable to the ECA Agent (acting on the instructions of the National Agents) and, if there is a Mismatch Loan,  the Mismatch Agent (acting on the instructions of the Majority Mismatch Lenders) have been agreed and implemented in full on or prior to the date (“Final Date”) falling sixty (60) days after the date of the commencement of the discussions referred to in clause 7.3.2, a Mandatory Prepayment Event shall be deemed to have occurred in respect of all of the Aircraft on the Final Date.

8                               Undertakings and covenants of Lessees - operational and sub-leasing

8.1                     General - operational

Until all of the Secured Loan Obligations have been paid in full, each Lessee hereby undertakes and covenants with each of the Finance Parties separately and severally from the date of this Agreement or, if it is not a party to this Agreement on the date of this Agreement, from the date upon which that Lessee accedes to this Agreement that, subject to clause 8.4 and save as may be agreed from time to time with the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent, it shall at its own cost and expense, in respect of each Aircraft of which it is the Lessee, comply or procure compliance with the Operational Undertakings.

8.2                     Sub-leasing

Until all of the Secured Loan Obligations have been paid in full, each Lessee hereby undertakes and covenants with each of the Finance Parties separately and severally from the date of this Agreement or, if it is not a party to this Agreement on the date of this Agreement, from the date upon which that Lessee accedes to this Agreement that, save as may be agreed from time to time with the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent, it shall not sub-lease, charter or otherwise part with possession or operational control of any Aircraft except:

8.2.1                                 for testing, service, overhaul work, maintenance or repair or alterations, modifications or additions in accordance with this Agreement or any other Transaction Document or which is permitted or not prohibited by the Operational Undertakings; or

8.2.2                                 to the Initial Sub-Lessee pursuant to the relevant Initial Sub-Lease, provided that the Lessee shall also comply with the Sub-Lease Requirements set out in paragraph 4 of schedule 8; or

8.2.3                                 pursuant to a Sub-Lease or a Sub-Sub-Lease which complies in all respects with the Sub-Lease Requirements (provided however that, if a Lessee enters into a Sub-Lease which does not comply with the Sub-Lease Requirements in breach of this clause 8.2, that breach shall not result in a Lease Termination Event but shall, unless the relevant deviation is approved by the Security Trustee pursuant to clause 8.7, result in a Mandatory Prepayment Event with respect to the relevant Aircraft if that breach is not remedied within thirty (30) days after notice thereof from the Security Trustee).

Notwithstanding any such parting with possession or operational control permitted by this clause 8.2, each Lessee shall, subject only to clause 8.4, remain primarily liable and

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responsible for performing, and procuring observance of and compliance with, all of its obligations under this Agreement and the other Transaction Documents, provided that performance by a Sub-Lessee or a Sub-Sub-Lessee of any obligation under a Sub-Lease or a Sub-Sub-Lease shall without further act to the same extent constitute performance by the relevant Lessee of any corresponding obligation hereunder or under any other Transaction Document.

In addition to the provisions of this clause 8 and the Sub-Lease Requirements, each of the ECA Agent and (if the relevant Aircraft is a Mismatch Aircraft) the Mismatch Agent may require that that Aircraft is owned by a new Alternative Borrower, if the State of Registration for that Aircraft, the Habitual Base for that Aircraft as at the time at which the leasing of that Aircraft under the relevant Sub-Lease commences and/or the State of Incorporation of any Sub-Lessee of that Aircraft is a jurisdiction which imposes strict liability on the relevant Borrower as the owner of the Aircraft. If such a requirement arises, and the same is demonstrated, by an appropriate legal opinion from reputable and experienced counsel in the relevant jurisdiction, the ECA Agent and (if the relevant Aircraft is a Mismatch Aircraft) the Mismatch Agent shall consult with debis in good faith in order to agree on the Alternative Borrower and the ownership and leasing structure for that Aircraft, and the provisions of clause 9 shall apply.

8.3                     Home Country restriction

8.3.1                                 If at any time a Lessee proposes to permit an Aircraft to be delivered under a Sub-Lease to a Sub-Lessee (if it is a technical operator of aircraft) or under a Sub-Sub-Lease to a Sub-Sub-Lessee (if the Sub-Lessee is not a technical operator of aircraft and the Sub-Sub-Lessee is a technical operator of aircraft) (“Operator Lessee”) directly under a Sub-Lease or indirectly under a Sub-Sub-Lease if that delivery is to an Operator Lessee which is either (i) the first Operator Lessee of that Aircraft, or (ii) the second or subsequent Operator Lessee of that Aircraft if the Sub-Lease or Sub-Sub-Lease to that Operator Lessee commences prior to the second anniversary of the Delivery Date for that Aircraft, and:

(a)              as a result of the delivery of that Aircraft to that Operator Lessee, more than twenty five per cent (25%) of the Aircraft financed under this Agreement and approved by the Export Credit Agencies for that financing (determined by number and not by value) would be Home Country Aircraft; or

(b)             that Operator Lessee has its State of Incorporation in the United States of America,

then, unless the delivery to the relevant Operator Lessee follows the bona fide repossession of that Aircraft by, or the delivery or redelivery of that Aircraft to, the relevant Lessee as a result of the termination of the leasing of that Aircraft under a previous Sub-Lease prior to its scheduled expiry date as a result of a default or other early termination of that Sub-Lease, debis shall as soon as reasonably practicable give notice thereof to the Security Trustee.

8.3.2                                 Following the giving of any such notice, or if any Finance Party otherwise becomes aware of the proposed delivery of an Aircraft of the nature referred to in clause 8.3.1:

(a)              if the delivery would result in the circumstances set out in clause 8.3.1(a), the ECA Agent may, unless the Export Credit Agencies shall have approved the delivery, at the direction of the National Agents and the German Parallel Lender, serve a notice on the relevant Lessee requiring the prepayment of Loans for Home Country Aircraft so that the circumstances set out in clause 8.3.1(a) no longer apply.  The ECA Agent shall consult with that Lessee as to the identity of the Loans which shall be prepaid; or

(b)             if the delivery would result in the circumstances set out in clause 8.3.1(b), the ECA Agent may, unless the Export Credit Agencies shall have approved the delivery, at the direction of the Export Credit Agencies serve a notice on the relevant Lessee requiring the prepayment of the Loans for the relevant Aircraft.

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8.3.3                                 If any of the circumstances referred to in clause 8.3.1 arise, the ECA Agent will, if requested by debis, consult with debis and the Export Credit Agencies with a view to determining whether a waiver may be available in relation to the relevant circumstances.

8.4                     Effect of Sub-Leases and Sub-Sub-Leases

8.4.1                                 No Lessee shall be in breach of its Operational Undertakings, nor shall a Relevant Event or Termination Event occur or be considered to have occurred (nor, for the avoidance of doubt, shall a Lessee be or be deemed to be in breach of any obligation to procure any matter by any Sub-Lessee, Sub-Sub-Lessee or other person):

(a)              as a result of any act or omission of any Sub-Lessee or Sub-Sub-Lessee or the occurrence of an event of default (howsoever defined) under any Sub-Lease or Sub-Sub-Lease, if and for so long as the obligations of that Lessee under the following provisions of this clause 8.4 are being complied with, and subject always to clause 8.4.3; or

(b)             as a result of any confiscation, restraint, detention, forfeiture, compulsory acquisition, requisition for title or requisition for hire of an Aircraft by or under the order of any Government Entity.

8.4.2                                 The relevant Lessee shall as soon as reasonably practicable and diligently take all steps in accordance with the Standard to:

(a)              prevent the condition of the Aircraft from being materially adversely affected as a result of the relevant matter referred to in clause 8.4.1;

(b)             compel the Sub-Lessee to remedy the relevant matter referred to in clause 8.4.1 and/or to repossess the Aircraft.

8.4.3                                 Notwithstanding anything to the contrary in this clause 8.4 or in any other provision of the Transaction Documents:

(a)              clause 8.4.1 shall not apply and shall not be deemed to apply to any payment, reimbursement and/or indemnity obligation or liability of any Lessee under the Transaction Documents, to any Lease Termination Event (other than any referred to in paragraphs (c) and (d) of the definition thereof) or corresponding Lease Event, to any obligations of any Lessee of the nature or in respect of any of the matters referred to in paragraph 2.2 of schedule 8 or to the obligations of any Lessee under paragraph 10 of schedule 7; and

(b)             the provisions of clause 8.4.1 are without prejudice to:

(i)                           the provisions of the Transaction Documents in relation to Mandatory Prepayment Events and Total Loss respectively; and

(ii)                        the obligations of the Lessees pursuant to clause 8.2.3.

8.5                     Off-Lease Period

During any Off-Lease Period for an Aircraft:

8.5.1                                 unless the Security Trustee (acting on the instructions of all of the National Agents, (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent and the German Parallel Lender) otherwise agrees, that Aircraft shall be registered in the United States, Ireland, the Netherlands, the United Kingdom or such other jurisdiction as the Security Trustee (acting on the instructions of all of the National Agents, (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent and the German Parallel Lender) may consent to in writing (such consent not to be unreasonably withheld or delayed), to the extent possible under Applicable Law in the name of the relevant Borrower or the relevant Lessee (as the case may be) and a

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Mortgage for that Aircraft shall, to the extent possible under Applicable Law, be registered in the aircraft mortgage register with the relevant Aviation Authority;

8.5.2                                 the relevant Lessee shall at all times carry out the Operational Undertakings in relation to that Aircraft but so that they shall be deemed to be modified to reflect the fact that that Aircraft is not being operated but is instead grounded and being stored, insured and maintained by that Lessee and, in particular:

(a)            the insurance requirements shall be modified so that that Lessee shall be required to obtain and maintain only insurance against ground risks (if and for so long as that Aircraft is not flown); and

(b)           that Lessee shall procure that the Aircraft is safely stored;

8.5.3                                 the relevant Borrower and each of the Finance Parties:

(a)              acknowledge and agree that, subject always to the compliance in full with all relevant requirements set out in clause 9, in the case of registration of the Aircraft with the FAA, an owner-trustee structure may be utilised; and

(b)             shall, at the request of the relevant Lessee and at the cost of  the Borrowers, take such action as that Lessee may reasonably request in connection with the foregoing matters; and

8.5.4                                 to the extent that that Aircraft will be registered in The Netherlands in accordance with clause 8.5.1:

(a)                        no lease interest will be registered in the Dutch register pursuant to the Geneva Convention (Register voor de teboekstelling van Inchtvaartuigen); and

(b)                       the Mortgage over that Aircraft will include (i) an irrevocable notarial power of attorney granted by the relevant Borrower to the Security Trustee to deregister that Mortgage, (ii) a right of pledge on  “Parts” as described in Article XVI of the Geneva Convention whether or not in advance, and (iii) a right of pledge in advance (bij voorbaat) on that Aircraft to the extent that it will be deregistered from the register pursuant to the Geneva Convention.

8.6                     Sub-Leases - management and notification requirements

Until all of the Secured Loan Obligations have been paid in full, each Lessee and debis hereby undertake and covenant with each of the Finance Parties and each of the Borrowers separately and severally from the date of this Agreement or, if it is not a party to this Agreement on the date of this Agreement, from the date upon which that Lessee accedes to this Agreement that, save as may be agreed from time to time with the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent, it shall, in relation to each Aircraft:

8.6.1                                 manage that Aircraft and each Sub-Lease pursuant to which it is leased at any time and monitor each Sub-Lessee’s performance of its obligations under the relevant Sub-Lease in a manner consistent with the highest level of management provided by debis with respect to any leased and/or owned aircraft within its portfolio and will not adversely discriminate against that Aircraft in any material respect when compared to other aircraft within that portfolio, being any commercial passenger aircraft that are owned and/or leased by debis Group Companies;

8.6.2                                 notify the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent in writing, as soon as reasonably practicable after it becomes aware of the same, of:

(a)            the occurrence of any Notifiable Sub-Lease Event of Default under any Sub-Lease for that Aircraft which is then continuing (which notice shall contain reasonably sufficient detail of the nature of that Notifiable Sub-Lease Event of Default, the circumstances

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giving rise to it (if known) and the steps which the relevant Lessee is taking in connection with it); and

(b)           of that Notifiable Sub-Lease Event of Default ceasing to occur,

and that Lessee shall, for so long as any such Notifiable Sub-Lease Event of Default is continuing, as soon as reasonably practicable provide to the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent in writing any information in connection therewith, which is available to it and subject to any confidentiality restrictions, which the ECA Agent (acting upon the instructions of the National Agents) or (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent may from time to time reasonably request;

8.6.3                                 at any time when clause 8.6.8(b) applies and for so long as the relevant Trigger Event is continuing, notify the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent in writing, as soon as reasonably practicable after it becomes aware thereof, of:

(a)              any sub-lessee furnished equipment installed on that Aircraft at the time at which it is delivered under a Sub-Lease; and

(b)             the installation on that Aircraft at any time of any other leased equipment to which the relevant Borrower shall not take title,

and which (in either such case) has a value greater than the Damage Notification Threshold;

8.6.4                                 procure that, as at the redelivery date under any Sub-Lease or Sub-Sub-Lease of that Aircraft, either:

(a)            any sub-lessee furnished equipment is removed from that Aircraft and that Aircraft is restored to the condition it was in immediately prior to the installation of that equipment; or

(b)           title to that sub-lessee furnished equipment is transferred to the relevant Borrower free of all Liens (other than Permitted Liens);

8.6.5                                 inform the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent if it is repossessing that Aircraft from a Sub-Lessee or Sub-Sub-Lessee and, upon receipt of any request from the ECA Agent or (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent, respond as soon as reasonably practicable to such issues as the ECA Agent or (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent may reasonably request further information on in respect of that repossession;

8.6.6                                 inform the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent as soon as reasonably practicable after it becomes aware of any:

(a)            Lien which has arisen over or in respect of that Aircraft or any part thereof other than any Permitted Lien; or

(b)           steps being taken by the holders of any Lien (including any Permitted Lien referred to in paragraph (b), (c), (d) or (e) of the definition thereof) to exercise or enforce that Lien or any rights in respect thereof;

8.6.7                                 at no time (other than as directed or consented to in writing by the Security Trustee) consent to any amendment, alteration, waiver, novation or substitution of any Sub-Lease, Sub-Sub-Lease, Assignment of Insurances, Deregistration Power of Attorney, Sub-Lease Credit Document or Subordination Acknowledgement, or give any approval or consent or permission or make any determination or election provided for in any Sub-Lease, Sub-Sub-Lease, Assignment of Insurances, Deregistration Power of Attorney, Sub-Lease Credit Document or Subordination Acknowledgement, in each case, to the extent that that waiver, consent, amendment, alteration, novation, substitution, approval or permission:

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(a)              in the case of any Sub-Lease Credit Document, is not in accordance with the Standard:

(b)             in the case of any Sub-Lease or Sub-Sub-Lease, will result in the relevant Sub-Lease or Sub-Sub-Lease not complying with the Sub-Lease Requirements;

(c)              in the case of any Deregistration Power of Attorney or Subordination Acknowledgement, would or might reasonably be expected to result in the rights, title and interests of the Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with debis from reputable legal counsel in the relevant jurisdictions; and/or

(d)             is of or relates to an Assignment of Insurances and/or any provision of any Sub-Lease which relates to Insurances; and

8.6.8                                 if a Trigger Event occurs and is continuing then, in relation to each of the Aircraft:

(a)              if requested by the ECA Agent and/or (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent, debis will consult with the ECA Agent and (if applicable) the Mismatch Agent, each party acting in good faith, for a period of up to thirty (30) days (or such longer period as debis, the ECA Agent and (if applicable) the Mismatch Agent may agree), to determine whether any additional security is required in relation to the financing of that Aircraft; and

(b)             if, at the end of such consultation period (“Specified Date”), the ECA Agent and/or (if applicable) the Mismatch Agent has determined that additional security is required but debis, the ECA Agent and (if applicable) the Mismatch Agent have not reached agreement on the nature of and/or the timing for provision of that additional security, then the Lessee for that Aircraft shall as soon as reasonably practicable:

(i)                           open a Sub-Lease Account for that Aircraft and execute a Sub-Lease Account Charge over that Sub-Lease Account. The Sub-Lease Account Charge will provide for (without limitation) the provision to the Security Trustee by the Sub-Lease Account Bank of monthly statements of all deposits, transfers and withdrawals and such other information concerning the Sub-Lease Account as the Security Trustee may from time to time reasonably request. In addition, debis shall provide to the Security Trustee, at or about the same time as each such monthly statement, an explanation in reasonable detail of the nature of all deposits, transfers and withdrawals identified in that monthly statement and such other information concerning the Sub-Lease Account as the Security Trustee may from time to time reasonably request. The Security Trustee shall be entitled to rely on all such information provided to it by the Sub-Lease Account Bank and/or debis without further enquiry and shall have no liability to any party hereto if any such information proves not to have been correct;

(ii)                        deposit, and direct the Sub-Lessee of that Aircraft to deposit, in the relevant Sub-Lease Account, all cash deposits, Maintenance Reserves and any other Sub-Lessee Security in the form of cash which may (A) have been received by that Lessee from a Sub-Lessee of that Aircraft, and not been reimbursed to that Sub-Lessee, at any time on or prior to the Specified Date, and/or (B) at any time be received by or paid for the account of that Lessee by, from or on behalf of any Sub-Lessee of that Aircraft after the Specified Date and for so long as the Trigger Event is continuing.  Upon the cessation of the relevant Trigger Event, the provisions of this clause 8.6.8(b) shall no longer apply and the Security Trustee will as soon as reasonably practicable pay or direct the Sub-Lease Account Bank to pay to the Lessee, to such account as it may direct, the balance then standing to the credit of each Sub-Lease Account; and

(iii)                     if requested by the Security Trustee, deposit with the Security Trustee the originals of all letters of credit and other Sub-Lease Credit Documents which may

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at any time have been or be provided to or for the account of that Lessee (or any other person on its behalf) by a Sub-Lessee of that Aircraft and execute or procure the execution in favour of the Security Trustee of an irrevocable power of attorney with respect to such letters of credit and other Sub-Lease Credit Documents, together with such other documents as the Security Trustee (acting reasonably) may require in order to ensure that the Security Trustee is able to draw amounts under such letters of credit and other Sub-Lease Credit Documents.  Upon any cessation of the relevant Trigger Event, the foregoing documents shall be as soon as reasonably practicable returned by the Security Trustee to debis.

In the event that that Lessee is entitled to make a claim under any such letter of credit or other Sub-Lease Credit Document, it shall as soon as reasonably practicable notify the Security Trustee.  The Security Trustee shall as soon as reasonably practicable take such action, at the request of that Lessee and at the cost of the Borrowers, as shall be necessary to enable that Lessee to make the relevant claim, provided that that Lessee shall ensure that any amounts paid under any such letters of credit or other Sub-Lease Credit Documents shall be paid to the relevant Sub-Lease Account for application in accordance with this clause 8.6.8.

In the event that the Lessee of that Aircraft becomes obliged, pursuant to the terms of the relevant Sub-Lease of that Aircraft, to return any cash deposits, any other Sub-Lessee Security, any Maintenance Reserves or any Sub-Lease Credit Documents paid to the Sub-Lease Account or deposited with the Security Trustee pursuant to the foregoing provisions of this clause 8.6.8, or make any payment determined on the basis of the amount of such cash deposits, other Sub-Lessee Security, Maintenance Reserves or Sub-Lease Credit Documents, to a Sub-Lessee, or that Lessee itself incurs expenditure in respect of the Aircraft in circumstances where that Lessee would be entitled, in the absence of the provisions of this clause 8.6.8, to use such cash deposits, other Sub-Lessee Security, Maintenance Reserves or Sub-Lease Credit Documents in reimbursement of or application towards that expenditure, the Security Trustee shall, to such extent and as soon as reasonably practicable:

(A)                    return such cash deposits, other Sub-Lessee Security, Maintenance Reserves or Sub-Lease Credit Documents to that Sub-Lessee or direct the Sub-Lease Account Bank to do so; or

(B)                      (provided that no Cross Collateralisation Event has occurred and is continuing) reimburse the same to that Lessee or direct the Sub-Lease Account Bank to do so,

subject to that Lessee having certified in writing to the Security Trustee that that Lessee has become so obliged (in the case of (A)) or has incurred that expenditure (in the case of (B)).

In addition, if the relevant Sub-Lessee shall have defaulted in the payment of rent under the relevant Sub-Lease, the Security Trustee shall, at the written request from time to time of the relevant Lessee (which written request may be given at any time after such default), release and pay to that Lessee or direct the Sub-Lease Account Bank to do so, from any cash deposits and/or other Sub-Lessee Security paid to or deposited with the Security Trustee pursuant to the foregoing provisions of this clause 8.6.8, an amount equal to the lesser of (A) the total amount of all such defaulted rent payments attributable to any period prior to the ECA Repayment Date immediately preceding that written request (as certified by that Lessee in that written request), (B) such lesser amount as may be requested by that Lessee in that written request, and (C) the amount of rent paid by that Lessee to the relevant Borrower under the Lease for that Aircraft on the ECA Repayment Date immediately preceding that written request.  There shall be no limit to the number of requests which may be submitted by a Lessee under this paragraph and the maximum referred to in (C) of this paragraph shall not prevent the relevant Lessee from including in any subsequent written request under this paragraph any amount of unpaid rent under the relevant Sub-Lease attributable to any prior period in respect of which it has not already received payment from or at the direction of the Security Trustee.

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For the avoidance of doubt, the Security Trustee shall in no circumstances be obliged at any time to pay or direct the Sub-Lease Account Bank to pay any amount to any person pursuant to the foregoing provisions of this clause 8.6.8 to the extent that such amount exceeds the amount of cash deposits, other Sub-Lessee Security and (if applicable) Maintenance Reserves in relation to the relevant Aircraft received by the Security Trustee and/or in the relevant Sub-Lease Account prior to that time under this clause 8.6.8 and not prior to that time paid or reimbursed by or at the direction of the Security Trustee to any person under this clause 8.6.8.

8.7                     Further provisions relating to Sub-Leases

8.7.1                                 The Finance Parties acknowledge that debis and/or any Lessee may, in relation to a particular Aircraft, from time to time, request the approval, consent, waiver or agreement of the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent in respect of any of the matters referred to in this clause 8, including any request for a deviation from the requirements of the Sub-Lease Requirements.  Any such request shall be addressed to the Security Trustee and shall be dealt with by the Security Trustee (on behalf of and in conjunction with the relevant Agent).  debis, the Security Trustee and the relevant Finance Parties agree to consult each other and with the Export Credit Agencies in good faith, each acting reasonably, in relation to any such request.

8.7.2                                 If debis and/or any Lessee makes any request pursuant to clause 8.7.1 for a deviation from the Sub-Lease Requirements, the consultation period referred to in clause 8.7.1 shall be ten (10) Banking Days or such longer period as debis and/or the relevant Lessee may request (each acting reasonably).

8.7.3                                 For the avoidance of doubt, nothing in this clause 8 shall prevent any Lessee or debis from entering into any contract and/or documentation with a proposed Sub-Lessee in relation to a proposed Sub-Lease which does not comply with the Sub-Lease Requirements (but not, for the avoidance of doubt, actually leasing an Aircraft to a Sub-Lessee pursuant to that contract and/or documentation or otherwise) if the parties’ rights and obligations under that contract and/or documentation are expressed to be subject to the consent of the Security Trustee to the relevant deviation from the Sub-Lease Requirements.

8.8                     Matters relating to Notices and Acknowledgements

A Lessee shall be entitled to deviate from the terms of any notice or acknowledgement attached to any Security Document in order to accommodate the reasonable requests of any Sub-Lessee, Sub-Sub-Lessee or Insurer or any other person (other than an Obligor) to whom such notice is addressed or who is to execute such acknowledgement, provided always that no such deviation:

8.8.1                                 is inconsistent with the Standard; and

8.8.2                                 would or might reasonably be expected to result in the rights, title and interests of the Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected.

8.9                     Insurances

The Lessee of an Aircraft shall, prior to the delivery of that Aircraft under any Sub-Lease or Sub-Sub-Lease, provide the Security Trustee with (in each case, in English or accompanied by a certified translation into English) certificates of insurance and a broker’s or insurer’s letter of undertaking that evidence to the satisfaction of the Security Trustee that the insurances required by this Agreement will continue in full force after the delivery of that Aircraft to the Sub-Lessee or Sub-Sub-Lessee (as applicable).

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9                               Change of ownership and/or leasing structure with respect to an Aircraft

9.1                     Acknowledgement of need for changes

The Finance Parties hereby acknowledge that it may be necessary, from time to time during the Security Period, to change the ownership and/or leasing structure with respect to any Aircraft.  Each Obligor which is a party hereto hereby acknowledges that, pursuant to clause 8.2, the ECA Agent and/or (if the relevant Aircraft is a Mismatch Aircraft) the Mismatch Agent may require a change in the Borrower for an Aircraft in the circumstances referred to in clause 8.2.  In any such case, the following provisions of this clause 9 shall apply.

9.2                     Consent

The Finance Parties hereby agree to consent to any change of ownership and/or leasing structure with respect to any Aircraft, including without limitation a transfer of the relevant Lease to another Lessee or the transfer of the shares of the relevant Lessee to another Lessee or to debis or another Lessee Parent, as the case may be (provided that, in the case of any change of Sub-Lessee, the provisions of clause 8.2 instead shall apply), and co-operate in a timely manner with the relevant Lessee to give effect to that change, provided that the following conditions are satisfied:

9.2.1                                 debis shall have given to the ECA Agent and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent thirty (30) Banking Days’ written notice prior to the proposed effective date of the proposed change (“Proposed Effective Date”) details of the following:

(a)              the affected Aircraft;

(b)             the proposed change in the ownership and/or leasing structure, each affected Borrower, each affected Lessee and each other person that will play a role in the proposed ownership and/or leasing structure with respect to that Aircraft (including, without limitation, each proposed new Borrower and/or new Lessee);

(c)              if the change involves a change of, or a new, Borrower and/or Lessee:

(i)                           the identity and ownership structure of the new Borrower and/or Lessee; and

(ii)                        its proposed State of Incorporation;

9.2.2                                 debis shall have agreed the following with the Security Trustee (acting on the instructions of the National Agents, the German Parallel Lender and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent) at least ten (10) Banking Days prior to the Proposed Effective Date:

(a)              if the change involves a change in ownership of the affected Aircraft, the documentation pursuant to which title to the affected Aircraft will be transferred from one Borrower to another Borrower;

(b)             all Borrower Novations and Lessee Novations (if any) required in connection with the change;

(c)              if the change involves a change of, or a new, Borrower and/or Lessee:

(i)                           such other documents as the Security Trustee (acting on the instructions of the National Agents, the German Parallel Lender and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent) shall reasonably require to ensure that the Finance Parties and, in the case of any change in, or new, Lessee, the relevant Borrower will be in no worse position than they would have been in the absence of that change; and

(ii)                        such legal opinion or opinions as the Security Trustee (acting on the instructions of the National Agents, the German Parallel Lender and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent) shall reasonably require to demonstrate that the Finance Parties and, in the case of any change in, or new, Lessee, the relevant Borrower will be in no worse position than they would have been in the absence of that change;

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(d)             if the change involves the introduction of any Alternative Obligor into such ownership and/or leasing structure, the requirements set out in clause 9.3 shall have been satisfied;

9.2.3                                 the Borrower in respect of that Aircraft shall have paid:

(a)                        to the Security Trustee and the German Parallel Lender in full on or prior to the Proposed Effective Date such fees in connection with that proposed change as are agreed from time to time pursuant to the Fees Letters; and

(b)                       to the Export Credit Agencies in full on or prior to the Proposed Effective Date all reasonable fees charged by the relevant Export Credit Agency in connection with, and notified by them to debis in advance of, that proposed change;

9.2.4                                 if the change involves the introduction of a tax lease structure in respect of that Aircraft, the revised structure shall (subject always to clause 9.2.5) reflect any absence of cross-default or cross-collateralisation, as between that Aircraft and the other Aircraft; and

9.2.5                                 the Export Credit Agencies, the German Parallel Lender and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent shall have consented in writing to the change.

Any change in ownership and/or leasing structure satisfying the requirements of this clause 9.2 is referred to as a “Permitted Change”.

9.3                     Alternative Obligors

9.3.1                                 debis shall be entitled to request that an Alternative Obligor be incorporated into the ownership and/or leasing structure in respect of an Aircraft.

Any such request shall be made by debis by written notice to the Security Trustee (an “Alternative Obligor Request”).  The Alternative Obligor Request shall identify the following:

(a)              its proposed State of Incorporation;

(b)             in the case of an Alternative Borrower, the identity of the Alternative Borrower Manager and the Alternative Borrower Trustee; and

(c)              in the case of an Alternative Lessee, the role which that party is intended to take in the leasing structure with respect to that Aircraft.

The Security Trustee (acting on the instructions of the National Agents, the German Parallel Lender and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent) shall consider that request in good faith taking into account the matters referred to above.  Subject to the Security Trustee receiving instructions from the National Agents, the German Parallel Lender and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent, the Security Trustee shall inform debis within fifteen (15) Banking Days of receipt of an Alternative Obligor Request in respect of an Alternative Lessee and within thirty (30) Banking Days of receipt of an Alternative Obligor Request in respect of an Alternative Borrower as to whether the Alternative Obligor Request has been approved by the National Agents, the German Parallel Lender and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent.

9.3.2                                 Each Alternative Obligor shall be capable of providing representations, warranties, undertakings and covenants having substantially the same effect as those given by the relevant Obligors in clauses 6 and 7.  Each Alternative Lessee shall be a direct or indirect and wholly-owned Subsidiary of debis.

9.3.3                                 Each Alternative Borrower shall be a company whose shares are held by (a) the Trustee or another trustee approved by the Security Trustee (acting on the instructions of the National Agents, the German Parallel Lender and the Mismatch Agent) on trust for charitable

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purposes, or (b) the Principal Borrower.  Each Alternative Borrower shall be managed by the Initial Manager or another established and recognised management company acceptable to the Security Trustee (acting on the instructions of the National Agents, the German Parallel Lender and the Mismatch Agent) and on terms either pursuant to the Initial Administration Agreement (where the manager is the Initial Manager) or otherwise on terms substantially similar to the Initial Administration Agreement.

9.3.4                                 debis shall procure that the Security Trustee is provided with the following documents and evidence, in form and substance satisfactory to the Security Trustee (acting on the instructions of the National Agents, the German Parallel Lender and (if the relevant Aircraft is a Mismatch Aircraft) the Mismatch Agent) no later than fifteen (15) Banking Days prior to the Proposed Effective Date (or such later date as the Security Trustee (acting on the instructions of the National Agents, the German Parallel Lender and (if the relevant Aircraft is a Mismatch Aircraft) the Mismatch Agent) and debis may agree):

(a)            an Accession Deed duly executed by the parties thereto;

(b)           an Alternative Lessee Share Charge or, as applicable, an Alternative Borrower Share Charge duly executed by the parties thereto over the entire issued share capital of the Alternative Obligor together with certified copies of the minute books and the share register (if any) of the Alternative Obligor and the originals of the share certificates of the Alternative Obligor referred to therein and duly executed originals of the letters of resignation, irrevocable proxies and undated share transfer forms referred to therein;

(c)            in the case of an Alternative Borrower;

(i)                           an Alternative Borrower Floating Charge together with any documents deliverable therewith;

(ii)                        a Security Assignment duly executed by the parties thereto, together with duly executed notices and acknowledgements referred to therein, in each case, duly perfected and (if applicable) registered in all applicable jurisdictions;

(iii)                     an English Law Mortgage, an English Law Mortgage Letter and (subject to clause 16.6) a Mortgage, each duly executed by the parties thereto and, in the case of the Mortgage (if any), duly perfected and registered in the State of Registration; and

(iv)                    either an accession deed whereby the Alternative Borrower accedes to the Initial Administration Agreement (where the Alternative Borrower is managed by the Initial Manager) or an Alternative Borrower Administration Agreement duly executed by the Alternative Borrower Manager and the other parties thereto, on the terms required by clause 9.3.3 (in all other circumstances), (except where the shares in the Alternative Borrower are held by the Principal Borrower) an Alternative Declaration of Trust duly executed by the Alternative Borrower Trustee and an Alternative Borrower Comfort Letter duly executed by the Alternative Borrower Manager;

(d)           in the case of an Alternative Lessee, a Lessee Assignment duly executed by the parties thereto, together with duly executed notices and acknowledgements referred to therein, in each case, duly perfected and (if applicable) registered in all applicable jurisdictions;

(e)            if any Intermediate Lease will be entered into:

(i)                         an Intermediate Lessee Assignment duly executed by the parties thereto, together with duly executed notices and acknowledgements referred to therein, in each case, duly perfected and (if applicable) registered in all applicable jurisdictions;

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(ii)                      a draft of that Intermediate Lease evidencing that (A) that Intermediate Lease is made between two Lessees, and (B) that Intermediate Lease is expressly subject and subordinate to the Lease for that Aircraft; and

(iii)                     a legal opinion from legal counsel reasonably acceptable for the Security Trustee in all relevant jurisdictions addressed to the Security Trustee (in form and substance reasonably satisfactory to the Security Trustee) confirming that that Intermediate Lease shall be recognised as being subject and subordinate to the Lease for that Aircraft pursuant to the Applicable Laws of that jurisdiction;

(f)              any such novations, assignments or other documents as may be required in order to make the Alternative Obligor a party to the Airframe Warranties Agreement and the Engine Warranties Agreement, in each case, for that Aircraft;

(g)           a certificate signed by a director of the Alternative Obligor and, in the case of an Alternative Borrower, the relevant Alternative Borrower Trustee, setting out, in each case, the specimen signature of those persons authorised to sign the Transaction Documents to which the Alternative Obligor is or is to be a party and attaching, in each case, Certified Copies of the following (or their equivalent):

(i)                           the certificate of incorporation of the Alternative Obligor together with its constitutional documents;

(ii)                        the resolutions of the board of directors and shareholders of the Alternative Obligor approving the execution and performance by it of each Transaction Document to which it is or is to be a party;

(iii)                     the resolutions of the owner of the entire issued share capital of the Alternative Obligor approving the execution and performance by that person of each Transaction Document to which it is or is to be a party; and

(iv)                    a power of attorney appointing those persons authorised to sign on behalf of the Alternative Obligor each Transaction Document to which it is, or is to be, a party;

(h)           if the Alternative Obligor is to be incorporated in the Cayman Islands, a certificate of exemption in respect of the Alternative Obligor from the appropriate Cayman Islands authorities;

(i)               a legal opinion from in-house counsel to debis as to the due execution by debis of the Accession Deed, in form and substance reasonably acceptable to the Security Trustee;

(j)               a legal and tax opinion from reputable counsel acceptable to the Security Trustee in the State of Incorporation of the Alternative Obligor, in form and substance reasonably acceptable to the Security Trustee; and

(k)            a legal opinion from ▇▇▇▇▇▇ ▇▇▇▇, counsel to the Lenders, as to English law, in form and substance reasonably acceptable to the Security Trustee.

9.3.5                                 Each debis Obligor other than the Alternative Obligor hereby irrevocably authorises debis to execute any duly completed Accession Deed on its behalf.  Each Finance Party and each Borrower other than the Alternative Obligor hereby irrevocably authorises the Security Trustee to execute any duly completed Accession Deed on its behalf. Upon receipt by the Security Trustee of the Accession Deed signed by debis and the Alternative Obligor, the Security Trustee shall sign the same for itself and on behalf of the other Finance Parties and the Borrowers other than the Alternative Obligor and shall as as soon as reasonably practicable give notice of that execution to all of the parties to the Accession Deed.  Upon execution of any such Accession Deed, it shall take effect in accordance with, but subject to, the terms hereof and thereof.

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9.3.6                                 It is agreed that where an Aircraft is to be registered with the FAA, title to the relevant Aircraft may be held by a professional US owner trustee pursuant to a US ownership trust arrangement under which the relevant Borrower shall be the owner participant (such owner trustee and ownership trust arrangement to be satisfactory to the Security Trustee, acting on the instructions of the National Agents, the German Parallel Lender and (if that Aircraft is a Mismatch Aircraft) the Mismatch Agent, each acting reasonably).  The provisions of clause 9.3.1 relating to the submission, consideration and approval of an Alternative Obligor Request shall apply in relation to any written request by debis to utilise such an arrangement and the provisions of the Transaction Documents relating to ownership and registration of that Aircraft and the taking of security over that Aircraft shall be construed accordingly. The parties hereto agree and acknowledge that the use of such an ownership trust arrangement may result in a need for security alternative and/or additional to that contemplated by the relevant foregoing provisions of this clause 9.

9.4                    Consummation of Permitted Change

Provided that all of the documents and opinions referred to in clauses 9.2.2 and, if relevant, 9.3 relating to a Permitted Change have been agreed with all relevant parties in accordance with such clauses and the fees payable pursuant to clause 9.2.3 have been paid, the affected Obligors may and, at the request of the relevant Lessee and at the cost of the Borrowers, the affected Obligors and the Finance Parties shall consummate that Permitted Change on the date specified by debis (which shall be a Banking Day occurring no earlier than the Proposed Effective Date and no later than the date falling forty five (45) days after the Proposed Effective Date) and, simultaneously therewith, debis will deliver to the Security Trustee originals or Certified Copies of all such documents and opinions.

9.5                    Co-operation

Each of the Finance Parties agrees, at the request of debis and at the cost of the Borrowers, to do such acts and things and execute such documents as may reasonably be required to complete any Permitted Change, subject to and in accordance with the provisions of this clause 9.

9.6                    Matters relating to the Borrower Trustee and the Manager

9.6.1                                 If:

(a)              any Borrower Trustee or Manager defaults in the performance of any of its material obligations under any Transaction Document to which it is a party and such default is not remedied within thirty (30) days of notice thereof from the Security Trustee (with a copy to debis); or

(b)             a Winding Up (as defined in clause 3.2 of the Initial Administration Agreement) occurs and is continuing with respect to any Borrower Trustee or Manager; or

(c)              the ultimate beneficial owner of any Borrower Trustee or Manager (being the person who issues the relevant Comfort Letter in respect of any Borrower Trustee or Manager) notifies any party hereto that it proposes to dispose of all or any of its shares in the relevant Borrower Trustee or Manager,

each of the Finance Parties and debis agrees as follows:

(i)                           as soon as reasonably practicable upon becoming aware of such default, Insolvency Event or disposal, it will notify each other of the same and thereafter consult with each other in good faith for a period of up to sixty (60) days or, in the case of paragraph (c) above, six (6) weeks (or, in either such case, such longer period as debis and the Security Trustee may agree) as to the most appropriate course of action with regard to such default, Insolvency Event or disposal and will take such steps as are reasonable and open to them, at the cost of the Borrowers, to mitigate the effect of such default, Insolvency Event or disposal

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subject always to the proviso to clause 10.1.4 and the conditions set forth in clause 10.2.  Without limiting the foregoing (but subject always to the proviso to clause 10.1.4 and clause 10.2), debis and the Finance Parties will consider whether action should be taken to:

(A)                    terminate any applicable Administration Agreement or the appointment of the Manager thereunder or replace the defaulting Manager and defaulted Administration Agreement with an alternative manager and administration agreement acceptable to debis and the Security Trustee (both acting reasonably); and/or

(B)                      preserve or enforce the rights of the Security Trustee under any Borrower Share Charge, including action to have the shares in the relevant Borrower which are subject to such Borrower Share Charge transferred to another person acceptable to debis and the Security Trustee (both acting reasonably), to be held on trust on terms substantially the same as the Declaration of Trust for the relevant Borrower and subject to a further share charge on terms substantially the same as the related Borrower Share Charge; and

and if such action is considered appropriate by debis and agreed to by the Security Trustee, then debis and/or the Security Trustee shall take such steps as are open to them, at the cost of the relevant Borrower(s), to effect such termination, replacement, preservation, enforcement and/or transfer; and

(ii)                        if at the end of the consultation period referred to above the relevant default, Insolvency Event or disposal is still subsisting and the same has not been mitigated as contemplated by the foregoing provision, the Security Trustee shall, if the ECA Agent and (if the relevant Aircraft is a Mismatch Aircraft) the Mismatch Agent consider that the same would or might reasonably be expected to result in the rights, title and interests of the Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with debis from reputable legal counsel in the relevant jurisdictions, be entitled to declare a Mandatory Prepayment Event with respect to the relevant Aircraft.

9.6.2                                 Notwithstanding any provision of any Transaction Document to the contrary, the Finance Parties and debis agree that if debis considers it appropriate that action is taken to:

(a)                        terminate any Administration Agreement and replace that Administration Agreement with an alternative manager and/or administration agreement acceptable to Security Trustee (acting reasonably) or terminate the appointment of any Manager and replace that Manager with an alternative manager acceptable to Security Trustee (acting reasonably); and/or

(b)                       preserve or enforce the rights of the Security Trustee under any Borrower Share Charge, including action to have the shares in the relevant Borrower which are subject to that Borrower Share Charge transferred to another person acceptable to debis and the Security Trustee (both acting reasonably), to be held on trust on terms substantially the same as the Principal Declaration of Trust and subject to a further share charge on terms substantially the same as that Borrower Share Charge,

in each case, at a time when no Lease Termination Event has occurred and is continuing and as a result of concerns that debis may have in relation to the continuation of the participation of a particular Manager or Borrower Trustee in the transactions contemplated by the Transaction Documents, debis shall be entitled to take, or direct the Security Trustee to take, such action, and the Security Trustee shall take such action as is available to it as soon as reasonably practicable after being required to do so by debis.  The relevant

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Borrower(s) agrees to indemnify the Security Trustee in respect of all Losses and Expenses suffered or incurred as a result of the Security Trustee taking any such action.

9.6.3                                 Each of the parties hereto agrees, at the cost of the relevant Borrower(s), to enter into or approve the execution of such documentation (including amendments to any of the Transaction Documents) as may be required in order to implement the arrangements contemplated by clause 9.6.1 or 9.6.2.

9.6.4                                 At all times when no Lease Termination Event has occurred and is continuing, the consent of debis shall be required for the appointment of any new Manager or new Borrower Trustee.

10                       Mitigation

10.1             General

If:

10.1.1                        a Borrower Termination Event occurs in relation to an Aircraft; or

10.1.2                        as a result of a Change in Law, any of the Security Documents for an Aircraft, at any time and for any reason, ceases to be valid or enforceable in accordance with its terms; or

10.1.3                        any Obligor becomes obliged to make any payment or any increased payment under any of clauses 4.7, 9.1, 9.7 or 10.1 of a Loan Agreement for an Aircraft or any of clauses 8.8, 13.1 or 13.2 of the Lease for an Aircraft; or

10.1.4                        clause 10.2 or clause 10.3 of the Loan Agreement for an Aircraft applies,

(each a “Relevant Circumstance”) then, without in any way limiting, reducing or otherwise qualifying the rights and obligations of the Finance Parties under any provision of the Transaction Documents, any party hereto who is aware of the same will, upon becoming aware of the same, notify the other parties hereto thereof and, for a period of up to sixty (60) days, and subject as provided in clause 10.2, the Finance Parties agree that they will not take any action which will result in the acceleration of any Loan, and that the provisions of clauses 13.5 and 13.6 (except to the extent that such clauses relate to Notices of Reservation of Rights) shall not apply, by reason of the Relevant Circumstance and that they will take such steps as are reasonable and as may be open to them to mitigate the effects of that circumstance (including the restructuring of the transactions hereby contemplated in a manner which will avoid the circumstance in question (which may include a change in the identity of one or more of the Lenders) and on terms which the Finance Parties and debis consider reasonable), provided that (and the following proviso shall also apply to clause 9.6):

(a)              no party shall be under any obligation to take any such action if to do so would have a material adverse effect on its business, operations or financial condition or the financial basis under which the Transaction Documents have been entered into or would entail any cost, Loss, Expense or Tax to that party (unless, in the case of an adverse effect on that financial basis, or cost, Loss, Expense or Tax, the relevant party shall have been indemnified or otherwise secured to its satisfaction by the Borrowers, who shall have received a counter-indemnity from the Lessees which shall have been guaranteed by debis under the Guarantee); and

(b)             the parties shall not be under any obligation to achieve any particular result nor shall any of them incur any liability to any Obligor by virtue of the steps taken or such steps resulting in less than complete mitigation.

10.2             Conditions - general

The agreement of the parties set forth in clauses 9.6 and 10.1 is subject to the conditions that:

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10.2.1                        at the relevant time, no Lease Termination Event, Mandatory Prepayment Event for that Aircraft (other than a Mandatory Prepayment Event of the nature referred to in paragraph (c) or (d) of the definition thereof) or Total Loss of that Aircraft shall have occurred and be continuing;

10.2.2                        no action to be taken under, or any delay in any action as a result of the operation of, clause 9.6 or 10.1 (as applicable) would or might reasonably be expected to result in the rights, title and interests of the Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with debis from reputable legal counsel in the relevant jurisdictions;

10.2.3                        all amounts due and payable, or expressed to be due and payable, to each party pursuant to the Transaction Documents at the relevant time shall have been paid to them; and

10.2.4                        no Applicable Law shall prevent any party from performing its obligations under clause 9.6 or 10.1 (as applicable).

11                       Contest

11.1                Each of the Finance Parties hereby agrees that, if any Obligor is required to indemnify such Finance Party for any Loss under clause 9.1 of any Loan Agreement and/or clause 13.2 of any Lease, so long as no Lease Termination Event has occurred and is continuing, any Lessee and any Sub-Lessee shall have the right to investigate and the right in its sole discretion and its own name to defend or compromise any such Loss and such Finance Party shall co-operate, at the Borrowers’ expense, with all reasonable requests of such Lessee in connection therewith.  Such co-operation will include, without limitation, the relevant Finance Party providing such details as are available to it (free from confidentiality restrictions) of the relevant events and circumstances, the relevant Finance Party notifying the relevant Lessee of its proposed course of action in relation to the claim which forms the basis of the Loss and the relevant Finance Party reviewing any representations from any Lessee or any Sub-Lessee (or their respective counsel) as to the legal basis of such claim and responding to all reasonable questions from any Lessee or any Sub-Lessee generally in relation to such claim.  Each of the Finance Parties agrees that, if it is not possible under Applicable law for a Lessee and/or Sub-Lessee to defend or compromise any Loss of the nature indemnified under clause 9.1 of any Loan Agreement and/or clause 13.2 of any Lease in its own name, the relevant Lessee will consult with, consider representations from and discuss with such Finance Party, in each case in good faith, with a view to determining whether and, if so, on what basis such Finance Party may be prepared to defend or compromise such Loss in it own name and if, following such good faith consultation, such Finance Party determines that it is not prepared to defend or compromise such Loss in its own name then such Finance Party shall be under no obligation to defend or compromise such Loss in its own name.

11.2                No Finance Party shall be obliged to provide any co-operation pursuant to clause 11.1 unless (i) the relevant Lessee shall indemnify such Finance Party to its reasonable satisfaction against all Losses which the Finance Party may incur in connection with, or as a result of, contesting such Loss or taking such action, including, without limitation, all legal and accountancy fees and disbursements, and the amount of any interest payments or penalties which may be payable or any other loss or damage whatsoever which may be incurred as a result of contesting such claim or taking such action and (ii) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Losses, the relevant Lessee shall have advanced to such Finance Party sufficient funds (on an interest free basis and if such advance results in taxable income to such Finance Party on an after Tax basis) to make such payment.  Nothing herein shall require such Finance Party to take or refrain from taking any action or do anything pursuant to clause 11.1 (i) which would (or might), in the reasonable opinion of such Finance Party, entail any material risk of civil or criminal liability to any Obligor or any Finance Party or (ii) if, judged by reference to the generally accepted practice in the aviation finance market at such time, it would be materially prejudicial to such Finance Party’s interests.  If such Finance Party shall obtain a refund of all or any part of any such Losses which any Obligor shall have paid, such Finance Party shall as soon as reasonably practicable pay to the relevant Lessee an amount which such

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Finance Party determines will leave such Finance Party in no better or worse position than it would have been had there been no claim against such Finance Party for such Losses.

11.3                Each Finance Party shall take such action as it may, in good faith, deem reasonable under the circumstances to mitigate any indemnification obligation of the Obligors under clause 9.1 of any Loan Agreement and/or clause 13.2 of any Lease, provided that the failure of such Finance Party to take any such mitigation action shall not reduce, diminish or otherwise affect the obligation of the relevant Obligors to indemnify such Finance Party pursuant to clause 9.1 of the relevant Loan Agreement and/or clause 13.2 of any Lease.

11.4                The provisions of clause 11 shall not apply to any Export Credit Agency which may become a party to this Agreement.

11.5                Each Borrower agrees to extend the same contest and mitigation rights, mutatis mutandis, to each Lessee and Sub-Lessee as those set out in clauses 11.1 and 11.3, as if all references therein to the “Finance Parties” were references to that Borrower.

12                       Covenants - Finance Parties

12.1             Quiet enjoyment - Lessee

So long as no Lease Termination Event has occurred and is continuing, each Finance Party agrees that neither it, nor any person lawfully claiming through that Finance Party, will interfere with the quiet use, possession and enjoyment of an Aircraft which is then subject to the security constituted by the Security Documents by any Lessee, any Sub-Lessee or any Sub-Sub-Lessee of that Aircraft.

12.2             Quiet enjoyment - Sub-Lessees

The Finance Parties and the Borrowers acknowledge that a Sub-Lessee of an Aircraft which is then the subject of an ECA Loan and/or a Mismatch Loan may request the Lessee of that Aircraft to procure the execution and delivery of a quiet enjoyment undertaking by the Finance Parties, or by the Security Trustee on their behalf, and by the relevant Borrower.  The Finance Parties and the Borrowers agree that they shall, as soon as reasonably practicable following a request by that Lessee, grant, or (in the case of the Finance Parties only) shall instruct the Security Trustee to grant, a quiet enjoyment undertaking to that Sub-Lessee, in the same terms mutatis mutandis as the Quiet Enjoyment Undertaking, provided that all provisions of the Sub-Lease Requirements in relation to the sub-leasing of that Aircraft to that Sub-Lessee are satisfied in full or waived in accordance with clause 8.7. The Finance Parties and the Borrowers agree that they shall perform their respective obligations under each Quiet Enjoyment Undertaking.

12.3             Non-receipt of Borrower amounts

If any Agent shall not receive on its due date any amount due or expressed to be due from a Borrower to that Agent (on its own behalf or on behalf of the relevant Lenders or any of them) under the Transaction Documents, that Agent shall as soon as reasonably practicable notify debis in writing of that non-receipt.

12.4             Finance Party Liens

Each Finance Party agrees for the benefit of debis and each Lessee as follows:

12.4.1

(a)              it shall not create or permit to arise or subsist any Finance Party Lien (other than any Permitted Finance Party Lien) over or with respect to any Aircraft which is then the subject of an ECA Loan and/or a Mismatch Loan and shall as soon as reasonably practicable, at its own expense, discharge or procure the discharge of any such Finance Party Lien if the same shall exist at any time; and

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(b)             it will not do, and will use all reasonable endeavours to prevent, any act which could reasonably be expected to result in any Aircraft which is then the subject of an ECA Loan and/or a Mismatch Loan being arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory Finance Party Lien and, if any such arrest, confiscation, seizure, taking, impounding, forfeiture or detention occurs, it will give debis immediate written notice thereof, and will procure the prompt release of that Aircraft; and

12.4.2                           it will comply with the obligations expressed to be assumed by it under the Transaction Documents.

12.5             Direct payments

In circumstances where a payment obligation by a Lessee to a Borrower under the Lease for an Aircraft is matched by a corresponding payment obligation by that Borrower to the Finance Parties under the Loan Agreements for that Aircraft or any other Transaction Document for that Aircraft, payment of that amount by that Lessee direct to the relevant Agent shall (upon receipt thereof by the relevant Agent) be deemed to constitute payment of that amount by that Lessee to that Borrower under that Lease and payment of that amount by that Borrower to the relevant Finance Parties under those Loan Agreements or other Transaction Document (as applicable).

12.6             Release of security

12.6.1                           Provided that no Cross Collateralisation Event has occurred and is continuing, upon irrevocable receipt in full by the Security Trustee and/or the Agents of all amounts of principal and interest owing in respect of each Loan for an Aircraft, so that each such Loan shall have been repaid in full, together with all other amounts due but unpaid at that time in respect of each such Loan in accordance with the terms of the Loan Agreements for those Loans, then:

(a)              the rights of the Secured Parties (other than the related Lessee) in respect of the Mortgage (if any), the English Law Mortgage, the Security Assignment and the other Security Documents (in each case, to the extent solely relating to the relevant Aircraft) shall thereupon be deemed to be released, terminated and, as the case may be, reassigned; and

(b)             the Security Trustee shall confirm in writing to the Lessee for that Aircraft that all such amounts have been paid in full, at which time title to that Aircraft shall be transferred by the relevant Borrower in accordance with the Lease for that Aircraft.

Upon title so transferring, if so requested by that Lessee, the Security Trustee shall, at the cost of the Borrowers, as soon as reasonably practicable release, terminate and, as the case may be, reassign the English Law Mortgage, the Mortgage (if any), each Security Assignment and the other Security Documents (in each case, to the extent solely relating to the relevant Aircraft), and take such other action which that Lessee may reasonably request in order to effect those releases, terminations and reassignments.  If the Borrower is the beneficiary of any security constituted by the Security Documents, the Borrower will also thereupon take such other action which that Lessee may reasonably request in order to effect the release, termination and reassignment of the Borrower’s interests under the Security Documents, to the extent solely relating to that Aircraft.

12.6.2                           Upon an Aircraft ceasing to be leased by the Lessee for that Aircraft to a particular Sub-Lessee under a Sub-Lease and where that Sub-Lessee has returned that Aircraft to that Lessee in accordance with that Sub-Lease:

(a)              the Security Trustee and the relevant Borrower agree (at the cost and expense of the Borrowers), if so requested by that Lessee, as soon as reasonably practicable to release and reassign that Sub-Lease, the relevant Assignment of Insurances and the relevant Deregistration Power of Attorney from the security created pursuant to the Lessee Assignment(s) which relates to that Aircraft and the Security Assignment which

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relates to that Aircraft and to take such further action as that Lessee may reasonably request in order to effect such releases and reassignments; and

(b)             the Security Trustee agrees (at the cost and expense of the Borrowers), if so requested by that Lessee, as soon as reasonably practicable to release any Mortgage for that Aircraft granted to it in connection with the leasing of that Aircraft to that Sub-Lessee and as soon as reasonably practicable to take such further action as that Lessee may reasonably request in order to give effect to that release, provided that the Borrower has, if it is required to do so pursuant to paragraph 1 of schedule 7, granted a new Mortgage for that Aircraft in favour of the Security Trustee in accordance with the provisions of this Agreement and the other Transaction Documents.  The foregoing undertakings shall also apply, subject to the related proviso, in circumstances where there is a change of the State of Registration permitted under this Agreement.

12.6.3                           Upon title to an Engine or Part transferring to a Lessee pursuant to clause 11.5 of the relevant Lease, if so requested by that Lessee, the Security Trustee shall, at the cost of the Borrowers, as soon as reasonably practicable release, terminate and, as the case may be, reassign the English Law Mortgage and the Mortgage (if any) (in each case, to the extent solely relating to the relevant Engine or Part, and subject always to equivalent security having first been created and perfected over the relacement Engine or Part), and take such other action which that Lessee may reasonably request in order to effect those releases, terminations and reassignments.

12.7             Substitution of Aircraft

12.7.1                           Subject to no Cross Collateralisation Event having occurred and continuing, if a Total Loss of an Aircraft occurs or the relevant Lessee otherwise wishes to substitute an Aircraft for the purposes of the Transaction Documents (in each case, the “Existing Aircraft”), that Lessee may, by notice to the ECA Agent, (if the Existing Aircraft is or may become a Mismatch Aircraft) the Mismatch Agent and the German Parallel Lender, request permission to substitute for the Existing Aircraft another Airbus aircraft of the same type or in the same family of aircraft as the Existing Aircraft (the “Replacement Aircraft”).  The notice shall provide details of the age from delivery by the Manufacturer and number of block hours since the last Heavy Maintenance Check of the proposed Replacement Aircraft.  The National Agents, the German Parallel Lender and (if the Existing Aircraft is or may become a Mismatch Aircraft) the Mismatch Agent shall consider any such request in good faith, in accordance with the then current practice of the Export Credit Agencies in relation to the substitution of aircraft, and shall inform that Lessee within twenty one (21) Banking Days of the receipt of that notice as to whether the proposed substitution has been approved and, if approved, the terms upon which that Replacement Aircraft shall be substituted for the Existing Aircraft.  The parties to this Agreement acknowledge that the current practice of the Export Credit Agencies is that Export Credit Agency-supported Airbus aircraft may only be substituted in Export Credit Agency-supported facilities by new Airbus aircraft of the same type or in the same family of aircraft as the Existing Aircraft and that any such substitution is, in any event, subject to the approval of the Export Credit Agencies.

12.7.2                           Following a request by the relevant Lessee for the substitution of an Aircraft in accordance with clause 12.7.1 following a Total Loss of that Aircraft and if the Total Loss Proceeds for that Total Loss have been paid to the Security Trustee either:

(a)              prior to the ECA Agent and (if relevant) the Mismatch Agent respectively informing that Lessee of the National Agents’, the German Parallel Lender’s and (if relevant) the Mismatch Agent’s decision as to that substitution; or

(b)             if the National Agents, the German Parallel Lender and (if relevant) the Mismatch Agent have approved the substitution of the Existing Aircraft, prior to the actual substitution of the Existing Aircraft by a Replacement Aircraft,

an amount of the Total Loss Proceeds for that Total Loss equal to the Required Insurance Value (“Retained Proceeds”) shall remain in the relevant Proceeds Account pending

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completion of the substitution (and assuming, in the case of clause 12.7.2(a), that the substitution will be approved) for up to one hundred and eighty (180) days or such other period of time as shall then reflect the then current practice of the Export Credit Agencies as notified to the relevant National Agent and the German Parallel Lender by the relevant Export Credit Agencies.  If the Existing Aircraft is then substituted by the Replacement Aircraft in accordance with the approval and terms given or specified pursuant to clause 12.7.1, the Retained Proceeds (together with accrued interest thereon for the period whilst held in the relevant Proceeds Account at the rate agreed between the Security Trustee and that Lessee) shall, subject to the proviso to this clause 12.7.2, be returned to that Lessee.  Notwithstanding anything to the contrary herein or in any other Transaction Document, the Obligors agree and acknowledge that the relevant Lessee shall continue to be obliged to pay Rent under and in accordance with the relevant Lease and the relevant Borrower shall continue to be obliged to make all payments of principal and interest falling due under the relevant Loan Agreements, in each case, for the Existing Aircraft, unless and until either (i) the substitution has been completed, from which time the relevant Lessee shall be obliged to pay Rent under and in accordance with the relevant Lease and the relevant Borrower shall be obliged to make all payments of principal and interest falling due under the relevant Loan Agreements, in each case, for the Replacement Aircraft in place of the Existing Aircraft, or (ii) the Retained Proceeds have pursuant thereto been applied in accordance with clause 15.4.

Provided however that, if at any time prior to the actual substitution of the Existing Aircraft by a Replacement Aircraft, a Lease Termination Event shall occur and be continuing, the foregoing provisions of this clause 12.7 shall cease to be of any further application and the Retained Proceeds shall be applied in accordance with clause 15.7.

12.7.3                           If at any time the relevant Lessee withdraws its request for substitution following a Total Loss or such request is rejected or such substitution has not been completed within one hundred and eighty (180) days of the submission of the relevant request (or such other period as the parties may agree), then, as soon as reasonably practicable thereafter, the Retained Proceeds (together with accrued interest thereon for the period whilst held in the relevant Proceeds Account at the rate agreed between the Security Trustee and that Lessee) shall be applied in accordance with clause 15.4, and the other provisions of this Agreement and the Transaction Documents relating to a Total Loss shall be implemented, disregarding for this purpose any reference therein to any such substitution.

12.8             Borrower matters

Each Finance Party agrees with debis that, prior to the exercise of any rights, discretions or powers conferred on it under any of the Administration Agreements and/or pursuant to the Declarations of Trust, it shall, if no Lease Termination Event has then occurred which is continuing, consult in good faith with debis as to the manner and nature of such exercise, provided however that the relevant Finance Party shall nevertheless, subject to clause 10, be entitled to exercise such discretion without reference (or, as the case may be, without further reference) to debis if at any time it believes (acting reasonably) that failure to do so would or might reasonably be expected to result in the rights, title and interests of the Finance Parties and the Borrowers (or any of them) in and to any Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with debis from reputable legal counsel in the relevant jurisdictions.  The foregoing provisions of this clause 12.8 are subject always to the requirements of clause 9.6.

12.9             Transaction Documents

Each of the parties hereto agrees for the benefit of each of the other parties hereto that it will not, other than in accordance with the express terms of the Transaction Documents, terminate, or acquiesce in the termination of, or alter or amend the provisions of, the Transaction Documents or any of them without the prior written consent of each of the other parties hereto.

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13                       Enforcement of Trust Documents

13.1             No enforcement by Secured Parties

None of the Secured Parties shall have any independent power to enforce any of the Trust Documents, to exercise any rights and/or powers or to grant any consents or releases under or pursuant to any of the Trust Documents or otherwise have direct recourse to the security constituted by any of the Trust Documents.  Notwithstanding the foregoing or any other provision of this Agreement or any other Transaction Document, it is hereby acknowledged and agreed that the ECA Agent shall be entitled to send an ECA Acceleration Notice under any ECA Loan Agreement and the Mismatch Agent shall be entitled to send a Mismatch Acceleration Notice under any Mismatch Loan Agreement.

13.2             Acceleration of Loans

Save as expressly provided in this clause 13 and expressly without prejudice to any rights of the Mismatch Agent or the Mismatch Lenders to cancel the Unutilised Mismatch Facility for an Aircraft under the Mismatch Loan Agreement for that Aircraft in accordance with the terms thereof from time to time, none of the Finance Parties shall have any independent power to take any steps to accelerate or demand repayment of any Loan pursuant to any Loan Agreement, or to exercise, save to the extent provided above, any rights or powers or to grant any consents or releases relating to or in connection with the occurrence or existence of any Termination Event.

13.3             Action under Trust Documents

At all times before the Secured Loan Obligations have been fully repaid and discharged, subject to the Security Trustee being indemnified to its satisfaction in accordance with clause 16 and without prejudice to clause 13.5, the Security Trustee shall take such action (including, without limitation, the exercise of all rights and/or powers and the granting of consents or releases) or, as the case may be, refrain from taking such action under or pursuant to the Trust Documents as the Majority Lenders shall specifically direct the Security Trustee (that direction being given in writing through the relevant Agent). At all times after the Secured Loan Obligations have been fully repaid and discharged, subject to the Security Trustee being indemnified to its satisfaction, the Security Trustee shall take such action (including, without limitation, the exercise of all rights and/or powers and the granting of consents or releases) or, as the case may be, refrain from taking such action under or pursuant to the Trust Documents as the relevant Lessee may direct.  Unless and until the Security Trustee shall have received such directions or instructions, the Security Trustee shall not be required to take any action under any of the Trust Documents.

13.4             Instructions of Majority Lenders

The Security Trustee shall be entitled (and bound) to assume that any directions received by it from an Agent (or, once the Secured Loan Obligations have been fully repaid and discharged, the relevant Lessee) under or pursuant to this Agreement or any of the other Transaction Documents are the directions of the Majority Lenders (in the case of the directions of the relevant Agent) or, if applicable, the directions of the relevant Agent itself (or, once the Secured Loan Obligations have been fully repaid and discharged, of the relevant Lessee) acting pursuant to the provisions of the Transaction Documents. The Security Trustee shall not be liable to the Secured Parties or any of them for any action taken or omitted under or in connection with this Agreement or any of the other Transaction Documents in accordance with any such directions.

13.5             Action following Termination Event

Subject always to clause 10, if at any time before the Secured Loan Obligations have been fully repaid and discharged any party hereto becomes aware that a Termination Event has occurred and is continuing, that party shall as soon as practicable after becoming aware thereof give written notice to the relevant Borrower, the ECA Agent, the Mismatch Agent and the Security Trustee and the ECA Agent shall thereupon give notice (a “Notice of Applicable Event”) of the same to the National Agents and if:

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13.5.1                           within a period of thirty (30) days following the giving of the Notice of Applicable Event by the ECA Agent or the expiry of any period specified in any Notice of Reservation of Rights issued by the Security Trustee pursuant to clause 13.6, the National Agents shall not have given either (i) notice (a “Notice for Inaction”) to the ECA Agent requiring that action not to be taken, or (ii) notice to the ECA Agent and the Security Trustee requiring the issue of a Notice of Reservation of Rights, or a further Notice of Reservation of Rights, pursuant to clause 13.6; or

13.5.2                           any National Agent gives notice (a “Notice for Action”) in writing to the ECA Agent requiring that action to be taken,

then, upon the expiry of the relevant period referred to in clause 13.5.1 or upon the giving of notice by any National Agent pursuant to clause 13.5.2 (or, if any Notice(s) of Reservation of Rights have been delivered by the Security Trustee pursuant to clause 13.6, upon the expiry of the period specified in the last Notice of Reservation of Rights so delivered by the Security Trustee), to the extent permitted by the Transaction Documents and Applicable Law (and provided that, at the relevant time, that Termination Event is continuing and subject always to clause 10):

(a)              an ECA Acceleration Notice shall be deemed to have been given pursuant to and for all purposes of each ECA Loan Agreement and a Mismatch Acceleration Notice shall be deemed to have been given pursuant to and for all purposes of each Mismatch Loan Agreement and the Loans shall become due and payable pursuant to and in accordance with the terms of the Loan Agreements; and/or

(b)             the Security Trustee shall ensure that such steps as may be available and as may be prudent are taken to enforce the security constituted, and/or the rights contained, in the relevant Trust Documents,

provided that, for the avoidance of doubt, if any National Agent shall have given a Notice for Action pursuant to this clause 13.5 and any other National Agent shall have given or, as the case may be, shall give a Notice(s) for Inaction pursuant to this clause 13.5 or a Notice of Reservation of Rights pursuant to clause 13.6, the ECA Agent shall disregard the Notice(s) for Inaction and/or Notice of Reservation of Rights and shall act in accordance with the Notice for Action.

13.6             Reservation of rights

Subject to clause 10, if within thirty (30) days after the ECA Agent has given a Notice of Applicable Event, each of the National Agents (at the request of their respective Export Credit Agency) has given to the ECA Agent and the Security Trustee a notice in writing requiring it to do so (provided that the ECA Agent does not receive a Notice for Action pursuant to clause 13.5.2 within that period), the Security Trustee shall by notice in writing to the Lessees and debis (a “Notice of Reservation of Rights”) reserve all of its rights under the Transaction Documents arising as a consequence of the occurrence of the Termination Event in question and take any such other action as specified in that notice, which notice may (inter alia) require the relevant debis Obligor (in the case of a Lease Termination Event) or the relevant Borrower (in the case of a Borrower Termination Event) to remedy that Termination Event within a period of thirty (30) days after the date on which the Notice of Reservation of Rights is given or such other period as the National Agents may agree and specify in that notice.  Upon the expiry of the period specified in any Notice of Reservation of Rights, the Security Trustee shall, if it is instructed in writing to do so by all of the National Agents (at the request of their respective Export Credit Agencies) prior to the expiry of that period (provided the ECA Agent does not receive a Notice for Action pursuant to clause 13.5.2 within that period), give to the relevant Lessee and any other relevant person a further Notice of Reservation of Rights.

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13.7             Demands under the Guarantee

13.7.1                           Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each of the Finance Parties agrees and acknowledges in connection with the Guarantee that:

(a)              the ECA Agent shall be entitled to instruct the Security Trustee to send a Notice of Demand in respect of any amounts outstanding from a Lessee to a Borrower for the ultimate account of any ECA Finance Party or in respect of any obligations owed by a Lessee to a Borrower for the ultimate account of any ECA Finance Party, in each case in accordance with and subject to the provisions of the Guarantee; and

(b)             the Mismatch Agent shall be entitled to instruct the Security Trustee to send a Notice of Demand in respect of any amounts outstanding from a Lessee to a Borrower for the ultimate account of any Mismatch Finance Party or in respect of any obligations owed by a Lessee to a Borrower for the ultimate account of any Mismatch Finance Party, in each case in accordance with and subject to the provisions of the Guarantee.

13.7.2                           So long as no Lease Termination Event, no Cross Collateralisation Event, no ECA Utilisation Block Event and no Mismatch Utilisation Block Event has occurred and is continuing at that time:

(a)              any amounts received by the Security Trustee under the Guarantee as a result of any Notice of Demand sent in accordance with the instructions of the ECA Agent shall be applied in accordance with clause 15.8.1; and

(b)             any amounts received by the Security Trustee under the Guarantee as a result of any Notice of Demand sent in accordance with the instructions of the Mismatch Agent shall be applied in accordance with clause 15.8.2.

13.7.3                           If any amounts are received by the Security Trustee under the Guarantee:

(a)              and at that time a Lease Termination Event has occurred and is continuing, such amounts shall be applied in accordance with clause 15.7;

(b)             and at that time a Cross Collateralisation Event, ECA Utilisation Block Event or Mismatch Utilisation Block Event has occurred and is continuing, such amounts shall be held in the relevant Proceeds Account until such time as clause 13.7.2 or clause 13.7.3(a) shall become applicable, at which time such amounts shall be applied in accordance with clause 13.7.2 or clause 13.7.3(a) (as applicable).

14                       Proceeds Account

14.1             Proceeds Account

On or before the occurrence of any event which will result in the payment of any Proceeds in relation to an Aircraft or as soon as reasonably practicable thereafter, the Security Trustee shall open the Proceeds Account for that Aircraft and shall as soon as reasonably practicable notify all parties to this Agreement of such details of that account as they may require in order to comply with their obligations under clause 14.3.

14.2             Proceeds to be held on trust

Any sum received or recovered by any party hereto which is required by any provision hereof to be paid to the Security Trustee for credit to the applicable Proceeds Account shall be received by that party on trust for the Security Trustee and that party shall as soon as reasonably practicable pay that sum to the Security Trustee for credit to the applicable Proceeds Account.

14.3             Payments to Proceeds Account

Each party shall from time to time pay any Proceeds (other than any such amounts as may be received by way of distribution from any Proceeds Account) to the Security Trustee as soon as

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reasonably practicable upon receipt thereof for application in accordance with the terms of this Agreement.

14.4             Proceeds received

All Proceeds received or recovered by the Security Trustee (otherwise than by way of distribution from any Proceeds Account) shall as soon as reasonably practicable be credited to the applicable Proceeds Account.

14.5             Currency conversion

If any Proceeds in respect of an Aircraft are received or recovered by the Security Trustee (otherwise than by way of distribution from any Proceeds Account) in any currency other than the Applicable Currency for that Aircraft, such Proceeds shall be applied in the purchase of that Applicable Currency at the spot rate of exchange available to the Security Trustee (in the ordinary course of business) on the date of receipt or, if it is not practicable to effect that purchase on that date, the immediately following day on which banks are generally open for the transaction of that foreign exchange business in the jurisdiction through which the Security Trustee is acting for the purposes of this Agreement, and the net amount of that Applicable Currency so purchased (after the deduction by the Security Trustee of any reasonable costs incurred by it in connection with that purchase) shall be credited to the applicable Proceeds Account.

14.6             No set-off or counterclaim

Each party agrees that any sums which it pays in accordance with clause 14.3 shall be made without any set-off or counterclaim and free and clear of and without any withholding or deduction whatsoever (except as required by law and, in the case of each Obligor, subject to clause 4.7 of the relevant Loan Agreement or, as applicable, clause 13.1 of the relevant Lease) to the Security Trustee, in the currency of receipt, in accordance with the terms of this Agreement (but if any such deduction or withholding is required by law then the party affected by that requirement (the affected party) agrees that it shall consult in good faith with the parties to this Agreement who may be affected thereby with a view to mitigating the effect of any such deduction or withholding provided that the affected party shall not be obliged (subject, in the case of each Obligor to clause 4.7 of the relevant Loan Agreement or, as applicable, clause 13.1 of the relevant Lease) to incur any additional expense, nor to take any course of action other than it would do in relation to any counterparty to any of its similar contracts who would be affected by the same or any similar legal requirement).

14.7             Interest

Interest shall accrue from day to day on the amounts of all Proceeds received by the Security Trustee and from time to time standing to the credit of any Proceeds Account at the best rate available to the Security Trustee for such interest periods as the Security Trustee shall reasonably select from time to time.  Any such interest shall be credited to the relevant Proceeds Account at the end of each such interest period.

15                       Application of sums received

15.1             Application of principal and interest prior to the occurrence of a Lease Termination Event

15.1.1                           Upon receipt by the ECA Agent of any amount referred to in clause 4.10.1 of an ECA Loan Agreement prior to the occurrence of a Lease Termination Event which is continuing, the ECA Agent shall make the same available in accordance with the provisions of clause 4.10.2 of that ECA Loan Agreement to each of the National Agents for application by each National Agent in or towards the payment of amounts due to the relevant ECA Lenders, that application by each National Agent to be in accordance with the terms agreed between that National Agent, the relevant ECA Lenders and the relevant Export Credit Agency.

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15.1.2                           Upon receipt by the Mismatch Agent of any amount referred to in clause 4.10.1 of a Mismatch Loan Agreement prior to the occurrence of a Lease Termination Event which is continuing, the Mismatch Agent shall apply the same in accordance with the provisions of clause 4.10.2 of that Mismatch Loan Agreement in or towards the payment of amounts due to the relevant Mismatch Lenders.

15.2             Application of amounts received in respect of indemnity obligations

15.2.1                           Notwithstanding any provision of the Transaction Documents to the contrary, any amounts payable to any ECA Finance Party in respect of any indemnity obligations owed by any Obligor pursuant to the Transaction Documents shall be paid by the relevant Obligor to the ECA Agent.

15.2.2                           Notwithstanding any provision of the Transaction Documents to the contrary, any amounts payable to any Mismatch Finance Party in respect of any indemnity obligations owed by any Obligor pursuant to the Transaction Documents shall be paid by the relevant Obligor to the Mismatch Agent.

15.2.3                           Any and all monies received by an Agent (whether as a result of the provisions of clause 15.2.1 or 15.2.2 or otherwise) or (as the case may be) the Security Trustee from any Obligor in respect of any indemnity obligations of that Obligor prior to the occurrence of a Lease Termination Event which is continuing shall be paid by that Agent or (as the case may be) the Security Trustee, as soon as reasonably practicable following receipt thereof, to the relevant Finance Party (through the relevant National Agent in the case of any ECA Lender) in respect of whom the indemnity claim was made up to the total amount owing to that Finance Party in respect of that indemnity claim.

15.3             Application of insurance proceeds (other than in respect of a Total Loss of an Aircraft)

15.3.1                           At any time when no Lease Termination Event has occurred and is continuing, any insurance proceeds in respect of any loss of or damage to an Aircraft not amounting to a Total Loss of that Aircraft or any of its Engines which are received by any party to this Agreement, other than any such proceeds which are received by a Lessee pursuant to and as permitted by paragraph 10(i) of schedule 7, together with such amount of interest as may have accrued thereon whilst held by that party, shall be paid to either:

(a)              the repairers against presentation of their invoices; or

(b)             the relevant Lessee against presentation of receipts or other evidence of the repairers evidencing the payment in full of the repairers’ invoices,

and, pending that payment, such insurance proceeds (together with accrued interest thereon) shall be held by that party (if not the Security Trustee) on trust for and to the order of the Security Trustee (as trustee for the Secured Parties pursuant to the terms hereof).

15.3.2                           At any time when no Lease Termination Event has occurred and is continuing, any insurance proceeds in respect of a Total Loss of an Engine not amounting to a Total Loss of an Aircraft (including where the Engine has been detached from the relevant Airframe and is installed on another airframe), other than any such proceeds which are received by a Lessee pursuant to and as permitted by paragraph 10(i) of schedule 7, which are received by any party to this Agreement, together with that amount of interest as may have accrued thereon whilst held by that party, shall be paid to either:

(a)              the vendor of a replacement Engine; or

(b)             the relevant Lessee against presentation of receipts or other evidence of the vendor evidencing the payment in full of the purchase price for the replacement Engine, provided that (and, in the case of (b) above, as a condition to payment to the relevant Lessee):

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(i)                           title to that replacement Engine shall vest with the relevant Borrower free and clear of all Liens (other than Permitted Liens) pursuant to a full warranty ▇▇▇▇ of sale in form and substance reasonably satisfactory to the Security Trustee; and

(ii)                        all steps as the Security Trustee may reasonably require are taken to render that replacement Engine subject to this Agreement, the Loan Agreements, the Security Documents and the other applicable Transaction Documents so that the rights of the Finance Parties and the relevant Borrower in respect of the replacement Engine are the same as they were in respect of the Engine that suffered a Total Loss save that they are in respect of the replacement Engine.

Pending that payment, such insurance proceeds (together with accrued interest thereon) shall be held by that party (if not the Security Trustee) on trust for and to the order of the Security Trustee (as trustee for the Secured Parties pursuant to the terms hereof).

15.3.3                           Notwithstanding the provisions of clauses 15.3.1 or 15.3.2, if and to the extent that AVN67B (or any replacement or equivalent thereof) shall be in effect in relation to the Insurances, and if any provision of clause 15.3.1 or clause 15.3.2 shall conflict with AVN67B (or any replacement or equivalent thereof), the terms of AVN67B (or any replacement or equivalent thereof) shall apply.

15.3.4                           Notwithstanding any provision of this clause 15 to the contrary, any monies paid under liability insurances shall be paid to the person, firm or company by whom the liability (or alleged liability) covered by such insurances was incurred, or, if the liability (or alleged liability) has previously been discharged or indemnified, such monies shall be paid to the person who has discharged or indemnified that liability (or alleged liability) in reimbursement of the monies so expended by it in satisfaction of that liability (or alleged liability) or indemnity.

15.4             Application of Total Loss Proceeds

15.4.1                           Subject to clause 12.7, if any Total Loss Proceeds in respect of a Total Loss of an ECA Aircraft are received by the Security Trustee at a time when no Lease Termination Event has occurred and is continuing, an amount of those Total Loss Proceeds equal to the Required Insurance Value, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following that receipt in the following order:

(a)            first, in reimbursement of the ECA Finance Parties and/or the Export Credit Agencies of any and all Qualifying Expenses due and payable to any of the ECA Finance Parties and/or the Export Credit Agencies pursuant to any of the Transaction Documents;

(b)           secondly, in payment on a pro rata and pari passu basis of an amount of up to the total amount of interest then due in respect of the ECA Loan for that ECA Aircraft to be applied to each of the National Agents in the proportions specified in the ECA Loan Agreement for that ECA Aircraft for application by each National Agent in or towards payment of interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(c)              thirdly, in payment on a pro rata and pari passu basis of an amount of up to the total amount of principal then outstanding in respect of the ECA Loan for that ECA Aircraft to be applied to each of the National Agents in the proportions specified in the ECA Loan Agreement for that ECA Aircraft for application by each National Agent in or towards payment of principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(d)             fourthly, in payment to each ECA Finance Party and/or the Export Credit Agencies on a pro rata and pari passu basis of all other amounts owing to that ECA Finance Party and/or Export Credit Agency under this Agreement, the ECA Loan Agreement for that ECA Aircraft and any other Transaction Document which remain unpaid (which shall

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include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of that ECA Loan Agreement), in each case, to the extent relating to the ECA Loan for that ECA Aircraft;

(e)              fifthly, in payment to the Borrower for that ECA Aircraft of all amounts owing by the relevant Lessee and/or debis to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to that ECA Aircraft; and

(f)                finally, if no Cross Collateralisation Event has then occurred which is continuing, any balance shall be paid as directed by the relevant Lessee.

15.4.2                           Subject to clause 12.7, if any Total Loss Proceeds in respect of a Total Loss of a Mismatch Aircraft are received by the Security Trustee at a time when no Lease Termination Event has occurred and is continuing, an amount of those Total Loss Proceeds equal to the Required Insurance Value, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following that receipt in the following order:

(a)              first, in reimbursement of the Finance Parties and/or the Export Credit Agencies of any and all Qualifying Expenses due and payable to any of the Finance Parties and/or the Export Credit Agencies pursuant to any of the Transaction Documents;

(b)             secondly, in payment on a pro rata and pari passu basis of an amount of up to the total amount of interest then due in respect of each Loan for that Mismatch Aircraft to be applied as follows:

(i)                           to each of the National Agents in the proportions specified in the ECA Loan Agreement for that Mismatch Aircraft for application by each National Agent in or towards payment of interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement; and

(ii)                        to the Mismatch Agent for application by the Mismatch Agent in or towards payment of interest outstanding to the relevant Mismatch Lenders under the Mismatch Loan Agreement for that Mismatch Aircraft;

(c)              thirdly, in payment on a pro rata and pari passu basis of an amount of up to the total amount of principal then outstanding in respect of each Loan for that Mismatch Aircraft to be applied as follows:

(i)                           to each of the National Agents in the proportions specified in the ECA Loan Agreement for that Mismatch Aircraft for application by each National Agent in or towards payment of principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement; and

(ii)                        to the Mismatch Agent for application by the Mismatch Agent in or towards payment of principal outstanding to the relevant Mismatch Lenders under the Mismatch Loan Agreement for that Mismatch Aircraft;

(d)             fourthly, in payment to each Finance Party and/or the Export Credit Agencies on a pro rata and pari passu basis of all other amounts owing to that Finance Party and/or Export Credit Agency under this Agreement, the Loan Agreements for that Mismatch Aircraft and any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of any of the Loan Agreements for that Aircraft), in each case, to the extent relating to the Loans for that Aircraft;

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(e)              fifthly, in payment to the Borrower for that Mismatch Aircraft of all amounts owing by the relevant Lessee and/or debis to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to that Mismatch Aircraft; and

(f)                finally, if no Cross Collateralisation Event has then occurred which is continuing, any balance shall be paid as directed by the relevant Lessee.

15.4.3                           If any amounts under clause 15.4.1 or 15.4.2 can not be applied in full by the Security Trustee because a Cross Collateralisation Event has occurred and is continuing and, as a result thereof, paragraph (f) of clause 15.4.1 or clause 15.4.2 (as applicable) applies, such amounts shall be held in the relevant Proceeds Account until the earlier of the times at which:

(a)              no Cross Collateralisation Event has occurred and is continuing, in which case the amounts, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied in accordance with such paragraph (f); or

(b)             a Lease Termination Event has occurred and is continuing, in which case clause 15.4.5 shall apply.

15.4.4                           If the amount of Total Loss Proceeds to be applied in or towards payment of sums due pursuant to any of sub-clauses 15.4.1(a) to (d) or any of sub-clauses 15.4.2(a) to (d) is insufficient to pay in full all sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

15.4.5                           If any Total Loss Proceeds are received after the occurrence of a Lease Termination Event which is continuing, an amount of those Total Loss Proceeds equal to the Required Insurance Value, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied in accordance with clause 15.7.1 or 15.7.2 (as applicable).

15.4.6                           To the extent that the Total Loss Proceeds for an Aircraft which are received by the Security Trustee exceed the Required Insurance Value, the amount of the excess shall be paid as soon as reasonably practicable following receipt to the Lessee of that Aircraft or as it may direct, notwithstanding any provision hereof to the contrary.

15.5             Application of Requisition Proceeds

If any Requisition Proceeds (other than Total Loss Proceeds) or similar proceeds are received by the Security Trustee, such Requisition Proceeds, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall as soon as reasonably practicable be paid by the Security Trustee to the relevant Lessee (or as it may direct) unless a Lease Termination Event has occurred and is continuing in which case they shall be applied in accordance with clause 15.7 and subject always to the rights of any Sub-Lessee under any Assignment of Insurances and/or Sub-Lease.

15.6             Application of Proceeds received as a result of a prepayment made pursuant to clauses 4.3, 4.5 or 10.3 of any ECA Loan Agreement and/or clauses 4.3, 4.5, 4.6 or 10.3 of any Mismatch Loan Agreement

15.6.1                           If any Proceeds are received by the Security Trustee as a result of a prepayment made pursuant to clauses 4.3, 4.5 or 10.3 of any ECA Loan Agreement (in this clause 15.6, “ECA Prepayment Proceeds”) prior to the occurrence of a Lease Termination Event which is continuing, such ECA Prepayment Proceeds, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following that receipt in the following order:

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(a)            first, in reimbursement of the ECA Finance Parties and/or the Export Credit Agencies of any and all Qualifying Expenses due and payable to any of the ECA Finance Parties and/or the Export Credit Agencies pursuant to any of the Transaction Documents for the Aircraft to which that ECA Loan relates;

(b)           secondly, in payment of an amount of up to the total amount of interest in respect of the ECA Loan which is being prepaid to each of the National Agents in the proportions specified in the ECA Loan Agreement for that ECA Loan for application by each National Agent in or towards payment of interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(c)            thirdly, in payment of an amount of up to the total amount of principal outstanding in respect of the ECA Loan which is being prepaid to each of the National Agents in the proportions specified in the ECA Loan Agreement for that ECA Loan for application by each National Agent in or towards payment of principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(d)           fourthly, in payment to the ECA Finance Parties and/or the Export Credit Agencies on a pro rata and pari passu basis of all amounts owing to the ECA Finance Parties and/or the Export Credit Agencies under this Agreement, that ECA Loan Agreement or any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of that ECA Loan Agreement), in each case, to the extent relating to that ECA Loan;

(e)            fifthly, in payment to the Borrower under that ECA Loan Agreement of all amounts owing by the relevant Lessee and/or debis to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to that ECA Loan; and

(f)              finally, if no Cross Collateralisation Event has then occurred which is continuing, any balance shall be paid as directed by the relevant Lessee.

15.6.2                           If any Proceeds are received by the Security Trustee as a result of a prepayment made pursuant to clauses 4.3, 4.5, 4.6 or 10.3 of any Mismatch Loan Agreement (in this clause 15.6, “Mismatch Prepayment Proceeds”) prior to the occurrence of a Lease Termination Event which is continuing, such Mismatch Prepayment Proceeds, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following  that receipt in the following order:

(a)            first, in reimbursement of the Mismatch Finance Parties of any and all Qualifying Expenses due and payable to any of the Mismatch Finance Parties pursuant to any of the Transaction Documents relating to the Mismatch Loan which is being prepaid;

(b)           secondly, in payment of an amount of up to the total amount of interest in respect of the Mismatch Loan which is being prepaid to the Mismatch Agent for application by the Mismatch Agent in or towards payment of interest outstanding to the relevant Mismatch Lenders under the Mismatch Loan Agreement for that Mismatch Loan;

(c)            thirdly, in payment of an amount of up to the total amount of principal outstanding in respect of the Mismatch Loan which is being prepaid to the Mismatch Agent for application by the Mismatch Agent in or towards payment of principal outstanding to the relevant Mismatch Lenders under that Mismatch Loan Agreement;

(d)           fourthly, in payment to Mismatch Finance Parties on a pro rata and pari passu basis of all amounts owing to the Mismatch Finance Parties under this Agreement, that Mismatch Loan Agreement or any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of that Mismatch Loan Agreement), in each case, to the extent relating to that Mismatch Loan;

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(e)            fifthly, in payment to the Borrower under that Mismatch Loan Agreement of all amounts owing by the relevant Lessee and/or debis to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to that Mismatch Loan; and

(f)              finally, if no Cross Collateralisation Event has then occurred which is continuing, any balance shall be paid as directed by the relevant Lessee.

15.6.3                           If any amounts under clause 15.6.1 or 15.6.2 can not be applied in full by the Security Trustee because a Cross Collateralisation Event has occurred and is continuing and, as a result thereof, paragraph (f) of clause 15.6.1 or clause 15.6.2 (as applicable) applies, such amounts shall be held in the relevant Proceeds Account until the earlier of the times at which:

(a)              no Cross Collateralisation Event has occurred and is continuing, in which case the amounts, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied in accordance with such paragraph (f); or

(b)             a Lease Termination Event has occurred and is continuing, in which case clause 15.6.5 shall apply.

15.6.4                           If the amount of any ECA Prepayment Proceeds or any Mismatch Prepayment Proceeds to be applied in or towards payment of sums due pursuant to any of sub-clauses 15.6.1(a) to (d) or any of sub-clauses 15.6.2(a) to (d), as the case may be, is insufficient to pay in full all sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

15.6.5                           If any ECA Prepayment Proceeds or any Mismatch Prepayment Proceeds are received after the occurrence of a Lease Termination Event which is continuing, such ECA Prepayment Proceeds and/or such Mismatch Prepayment Proceeds, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied in accordance with clause 15.7.1 or 15.7.2 (as applicable).

15.7             Application of Proceeds following a Lease Termination Event

15.7.1                           Subject to clause 15.4.6, any Proceeds in respect of an ECA Aircraft or otherwise in relation to the ECA Loan for that ECA Aircraft which are held in a Proceeds Account or received by the Security Trustee at any time when a Lease Termination Event has occurred and is continuing (and any other amounts which are, pursuant to this clause 15, to be applied in accordance with this clause 15.7.1), together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied by the Security Trustee as soon as reasonably practicable following receipt by the Security Trustee as follows:

(a)              first, in or towards reimbursing each of the ECA Representatives and/or any Receiver for any and all Qualifying Expenses due and payable pursuant to any of the Transaction Documents and in or towards payment of any debts or claims which are by Applicable Law payable in preference to the amounts due to the ECA Representatives and/or the ECA Lenders (but only to the extent such debts or claims have such preference);

(b)             secondly, in payment on a pro rata and pari passu basis of an amount of up to the total interest outstanding in respect of the ECA Loan for that Aircraft to be applied to each of the National Agents in the proportions specified in that ECA Loan Agreement for that

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ECA Loan for application by each National Agent in or towards the payment of interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(c)              thirdly, in payment on a pro rata and pari passu basis of an amount of up to the total principal outstanding in respect of the ECA Loan for that Aircraft to be applied to each of the National Agents in the proportions specified in the ECA Loan Agreement for that ECA Loan for application by each National Agent in or towards the payment of principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(d)             fourthly, to the persons, in the order and in respect of the matters referred to in paragraphs (a) to (c) inclusive above, in relation to each of the ECA Loans for the ECA Aircraft other than that ECA Aircraft;

(e)              fifthly, to the relevant ECA Finance Party and/or the Export Credit Agencies on a pro rata and pari passu basis in respect of all other amounts owing to that ECA Finance Party and/or the Export Credit Agencies under this Agreement or any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of any ECA Loan Agreement for an ECA Aircraft), in each case, to the extent relating to the ECA Aircraft;

(f)                sixthly, in payment to each Borrower which is the owner of an ECA Aircraft of all amounts owing by any Lessee and/or debis to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to an ECA Aircraft;

(g)             seventhly, to the persons, in the order and in respect of the matters referred to in paragraphs (a) to (f) inclusive of clause 15.7.2, in relation to each of the Loans for the Mismatch Aircraft; and

(h)             finally, once all the amounts referred to in paragraphs (a) to (g) inclusive above have been satisfied and discharged in full and the Secured Loan Obligations have been satisfied and discharged in full, any balance shall be paid as directed by the relevant Lessee.

If the amount of any Proceeds to be applied in or towards payment of sums due pursuant to any of paragraphs (a) to (g) inclusive above is insufficient to pay in full all sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

15.7.2                           Subject to clause 15.4.6, any Proceeds in respect of a Mismatch Aircraft or otherwise in relation to the Loans  (or either of them) for that Mismatch Aircraft which are held in a Proceeds Account or received by the Security Trustee at any time when a Lease Termination Event has occurred and is continuing (and any other amounts which are, pursuant to this clause 15, to be applied in accordance with this clause 15.7.2), together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied by the Security Trustee as soon as reasonably practicable following receipt by the Security Trustee as follows:

(a)              first, in or towards reimbursing each of the Representatives and/or any Receiver for any and all Qualifying Expenses due and payable pursuant to any of the Transaction Documents and in or towards payment of any debts or claims which are by Applicable Law payable in preference to the amounts due to the Representatives and/or the Lenders (but only to the extent such debts or claims have such preference);

(b)             secondly, in payment on a pro rata and pari passu basis of an amount of up to the total interest outstanding in respect of the Loans for that Mismatch Aircraft to be applied as follows:

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(i)                           to each of the National Agents in the proportions specified in the ECA Loan Agreement for the ECA Loan for that Mismatch Aircraft for application by each National Agent in or towards the payment of interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement; and

(ii)                        to the Mismatch Agent for application by the Mismatch Agent in or towards payment of interest outstanding to the relevant Mismatch Lenders under the Mismatch Loan Agreement for the Mismatch Loan for that Mismatch Aircraft;

(c)              thirdly, in payment on a pro rata and pari passu basis of an amount of up to the total principal outstanding in respect of the Loans for that Mismatch Aircraft to be applied as follows:

(i)                           to each of the National Agents in the proportions specified in the ECA Loan Agreement for the ECA Loan for that Mismatch Aircraft for application by each National Agent in or towards the payment of principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement; and

(ii)                        to the Mismatch Agent for application by the Mismatch Agent in or towards payment of principal outstanding to the relevant Mismatch Lenders under the Mismatch Loan Agreement for the Mismatch Loan for that Mismatch Aircraft;

(d)             fourthly, to the persons, in the order and in respect of the matters referred to in paragraphs (a) to (c) inclusive above, in relation to each of the Loans for the Mismatch Aircraft other than that Mismatch Aircraft;

(e)              fifthly, to the relevant Finance Party and/or the Export Credit Agencies on a pro rata and pari passu basis in respect of all other amounts owing to that Finance Party and/or the Export Credit Agencies under this Agreement or any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of any Loan Agreement for a Mismatch Aircraft), in each case, to the extent relating to a Mismatch Aircraft;

(f)                sixthly, in payment to each Borrower which is the owner of a Mismatch Aircraft of all amounts owing by any Lessee and/or debis to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to a Mismatch Aircraft;

(g)             seventhly, to the persons, in the order and in respect of the matters referred to in paragraphs (a) to (f) inclusive of clause 15.7.1, in relation to each Loan for the ECA Aircraft; and

(h)             finally, once all the amounts referred to in paragraphs (a) to (g) inclusive above have been satisfied and discharged in full and the Secured Loan Obligations have been satisfied and discharged in full, any balance shall be paid as directed by the relevant Lessee.

If the amount of any Proceeds to be applied in or towards payment of sums due pursuant to any of paragraphs (a) to (g) inclusive above is insufficient to pay in full all sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

15.8             Application of Proceeds received pursuant to the Guarantee

15.8.1                           If any Proceeds are received by the Security Trustee pursuant to the Guarantee as a result of any demand or notice given by the Security Trustee under the Guarantee at the request of the ECA Agent in accordance with clause 13.7.1 (in this clause 15.8, “ECA Guarantee Proceeds”) and clause 13.7.2(a) applies, such ECA Guarantee Proceeds, together with

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such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following  that receipt in the following order:

(a)            first, in reimbursement of the ECA Finance Parties and/or the Export Credit Agencies of any and all Qualifying Expenses due and payable to any of the ECA Finance Parties and/or the Export Credit Agencies pursuant to any of the Transaction Documents;

(b)           secondly, in payment of an amount of up to the total amount of interest outstanding in respect of the ECA Loans to each of the National Agents in the respective proportions specified in the ECA Loan Agreements for application by each National Agent in or towards payment of interest outstanding to the relevant ECA Lenders under the ECA Loan Agreements;

(c)            thirdly, in payment of an amount of up to the total amount of principal outstanding in respect of the ECA Loans to each of the National Agents in the respective proportions specified in the ECA Loan Agreements for application by each National Agent in or towards payment of principal outstanding to the relevant ECA Lenders under the ECA Loan Agreements;

(d)           fourthly, in payment to the ECA Finance Parties and/or the Export Credit Agencies on a pro rata and pari passu basis of all amounts owing to the ECA Finance Parties and/or the Export Credit Agencies under this Agreement, the ECA Loan Agreements or any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of that ECA Loan Agreement);

(e)            fifthly, in payment to each Borrower under the ECA Loan Agreements of all amounts owing by any Lessee and/or debis to that Borrower under this Agreement or any other Transaction Document which remain unpaid; and

(f)              finally, if no Cross Collateralisation Event has then occurred which is continuing, any balance shall be paid as directed by the relevant Lessee.

15.8.2                           If any Proceeds are received by the Security Trustee pursuant to the Guarantee as a result of any demand or notice given by the Security Trustee under the Guarantee at the request of the Mismatch Agent in accordance with clause 13.7.1 (in this clause 15.8, “Mismatch Guarantee Proceeds”) and clause 13.7.2(b) applies, such Mismatch Guarantee Proceeds, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following  that receipt in the following order:

(a)            first, in reimbursement of the Mismatch Finance Parties of any and all Qualifying Expenses due and payable to any of the Mismatch Finance Parties pursuant to any of the Transaction Documents;

(b)           secondly, in payment of an amount of up to the total amount of interest outstanding in respect of the Mismatch Loans to the Mismatch Agent for application by the Mismatch Agent in or towards payment of interest outstanding to the relevant Mismatch Lenders under the Mismatch Loan Agreements;

(c)            thirdly, in payment of an amount of up to the total amount of principal outstanding in respect of the Mismatch Loans to the Mismatch Agent for application by the Mismatch Agent in or towards payment of principal outstanding to the relevant Mismatch Lenders under the Mismatch Loan Agreements;

(d)           fourthly, in payment to Mismatch Finance Parties on a pro rata and pari passu basis of all amounts owing to the Mismatch Finance Parties under this Agreement, the Mismatch Loan Agreements or any other Transaction Document which remain unpaid (which shall

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include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of that Mismatch Loan Agreement);

(e)            fifthly, in payment to each Borrower under the Mismatch Loan Agreements of all amounts owing by any Lessee and/or debis to that Borrower under this Agreement or any other Transaction Document which remain unpaid; and

(f)              finally, if no Cross Collateralisation Event has then occurred which is continuing, any balance shall be paid as directed by the relevant Lessee.

15.8.3                           If any amounts under clause 15.8.1 or 15.8.2 can not be applied in full by the Security Trustee because a Cross Collateralisation Event has occurred and is continuing and, as a result thereof, paragraph (f) of clause 15.8.1 or clause 15.8.2 (as applicable) applies, such amounts shall be held in the relevant Proceeds Account until the earlier of the times at which:

(a)              no Cross Collateralisation Event has occurred and is continuing, in which case the amounts, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied in accordance with such paragraph (f); or

(b)             a Lease Termination Event has occurred and is continuing, in which case the amounts, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied in accordance with 15.7.1 or 15.7.2 (as applicable).

15.8.4                           If the amount of any ECA Guarantee Proceeds or any Mismatch Guarantee Proceeds to be applied in or towards payment of sums due pursuant to any of sub-clauses 15.8.1(a) to (e) or any of sub-clauses 15.8.2(a) to (e), as the case may be, is insufficient to pay in full all sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

15.9             Application by National Agents

15.9.1                           Any application by a National Agent of funds received from the Security Trustee by way of distribution from a Proceeds Account pursuant to any provision of this clause 15 shall be effected in accordance with the terms agreed between that National Agent, the relevant ECA Lenders and the relevant Export Credit Agency, and each National Agent shall inform each other party hereto, upon that party’s request, of the effect of that application on the remaining principal and interest due on the relevant national portion of the relevant ECA Loan.

15.9.2                           If any Proceeds in one currency (as applicable, the “Recovered Currency”) are required to be exchanged into another currency (as applicable, the “Required Currency”) in order that such Proceeds can be applied in accordance with the order of application of proceeds set out in this clause 15, then the Security Trustee shall sell the relevant amount in the Recovered Currency and purchase an equivalent amount in the Required Currency at the spot rate of exchange available to the Security Trustee (in the ordinary course of business) on the date of receipt or, if it is not practicable to effect that purchase on that date, the immediately following day on which banks are generally open for the transaction of that foreign exchange business in the jurisdiction through which the Security Trustee is acting for the purposes of this Agreement.  The new amount of the Required Currency so purchased (after the deduction by the Security Trustee of any reasonable costs of exchange incurred by it in connection with that purchase) shall be applied in accordance with this clause 15.

15.9.3                           Following the occurrence of a Lease Termination Event and for as long thereafter as the same is continuing, the Security Trustee shall be entitled, at the discretion of the National Agents (acting on the instructions of the Export Credit Agencies), to retain any Proceeds

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received or recovered in a Proceeds Account until the Export Credit Agencies shall direct all or part of such Proceeds to be applied in accordance with clause 15.7.

15.10      Identity of Finance Parties

In considering at any time (and from time to time) the persons entitled to the benefit of any or all of the Proceeds or the Trust Property, each Representative may:

15.10.1                     (without prejudice to clause 22.4) rely and act in reliance upon any Transfer Certificate or notice of assignment unless and until the same is superseded by a further Transfer Certificate or notice so that no Representative shall have any liability or responsibility to any party as a consequence of placing reliance on and acting in reliance upon any Transfer Certificate or notice of assignment (including if any notice of assignment or Transfer Certificate was not, or proves not to have been, authentic or duly authorised); and

15.10.2                     (without prejudice to clause 22.4) to the extent that any such information is not inconsistent with information on which any Representative is entitled to rely under this clause 15, rely and act in reliance upon any information provided to any Representative by any party to the Transaction Documents so that no Representative shall have any liability or responsibility to any party as a consequence of placing reliance on and acting in reliance upon any such information unless the relevant Representative has actual knowledge that that information is inaccurate or incorrect (for which purpose no Representative shall be treated as having actual knowledge of any matter of which the corporate finance, corporate lending, loan administration or any other department or division outside the Transportation Group/Middle Office of that Representative (or equivalent department of the person for the time being acting as that Representative) may become aware in the context of corporate finance, advisory, lending or loan administration activities from time to time undertaken by that Representative for any Obligor or any other person).

15.11      Information to Security Trustee

Each of the Finance Parties (whether directly or through its relevant Agent) shall provide the Security Trustee and each other Representative with such written information as the Security Trustee or such other Representative may reasonably require for the purpose of carrying out its duties and obligations under this Agreement and/or the Trust Documents and, in particular, with such directions in writing as may reasonably be required so as to enable the Security Trustee and each other Representative to apply the proceeds of realisation of the Trust Documents and the Trust Property, in each case, as contemplated by this clause 15.

15.12       Recoveries by Lenders

15.12.1                     General

If:

(a)            a Lender receives or recovers any amount in respect of sums due from a Borrower under any Loan Agreement (whether by set-off or otherwise) which is greater than the amount it should have received in accordance with the terms of that Loan Agreement on or before the date of that receipt or recovery; or

(b)           a Lender receives or recovers any amount in respect of sums due from a Borrower under any Loan Agreement (whether by set-off or otherwise) at any time after any National Agent has notified the ECA Agent that it has not received all amounts then due to have been paid to it for the account of the relevant ECA Lenders in its National Syndicate or the Mismatch Agent has not received all amounts then due to have been paid to it for the account of the relevant Mismatch Lenders,

that Lender shall as soon as reasonably practicable notify its Agent (either directly or, in the case of an ECA Lender, via its National Agent) of that amount and the manner of its receipt or recovery.

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15.12.2                     Redistribution of receipts

Following:

(a)            receipt of notice from a Lender under clause 15.12.1; or

(b)           the relevant Agent notifying the Lenders (directly or through the National Agents) that not all Lenders have received all sums then due to have been received by them pursuant to the Loan Agreements,

the ECA Agent shall, as soon as practicable, having regard to the circumstances, consult with the Lenders to establish the aggregate amount of sums received or recovered by the Lenders participating in the relevant Loans and what payments are necessary amongst the Lenders for (in the first instance) that aggregate amount to be divided amongst the Lenders in proportion to their respective Contributions in order to, and in such manner as will, accord with the application provisions and order of priority of payment set out in the foregoing provisions of this clause 15.

15.12.3                     Payments by Lenders

The Lenders shall as soon as reasonably practicable make such payments to each other, through the ECA Agent, as the ECA Agent shall direct to effect the proportionate divisions referred to in clause 15.12.2.

15.12.4                     Deemed payments by relevant Obligor

If a Lender makes a payment or payments pursuant to clause 15.12.3, any payment previously received by that Lender as described in clause 15.12.1 shall, subject to clause 15.12.6, be deemed to have been made by the relevant Obligor on the understanding that it was received by that Lender as agent for the Lenders and that the payments described in clause 15.12.5 would be made and the liabilities of the relevant Obligor to each of the Lenders shall accordingly be determined on the basis that such payment or payments pursuant to clause 15.12.5 would be made.

15.12.5                     No discharge of indebtedness

If a Lender makes a payment or payments pursuant to clause 15.12.3, clause 15.12.4 shall not apply if the relevant indebtedness of the relevant Obligor to that Lender has been extinguished, discharged or satisfied by the amount received or recovered (for example, because of set-off).  In this event, for the purpose only of determining the liabilities of the relevant Obligor to the Lenders (other than the relevant Lender making the said payment or payments) and the liabilities of the Lenders to each other, the said payment or payments by the relevant Lender shall be deemed to have been made on behalf of the relevant Obligor in respect of its obligations under the relevant Loan Agreement.

15.12.6                     Adjustment upon rebate

The parties shall make such payments and take such steps as may be just and equitable to re-adjust the position of the parties if a Lender, having followed the procedures required above, is obliged to return any sum (referred to in clause 15.12.1) to the relevant Obligor or any person claiming by or through the relevant Obligor.

15.12.7                     Consents for payments

Each Finance Party agrees to take all steps required of it pursuant to clause 15.12.1 to use all reasonable endeavours to obtain any consents or authorisations which may at any relevant time be required for any payment by it pursuant to clause 15.12.3.

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15.12.8                     No charge created

The provisions contained in this clause 15.12 shall not and shall not be construed so as to constitute a charge by any Lender over all or any part of a sum received or recovered by it in the circumstances mentioned in this clause 15.12.

15.13      Aircraft

The foregoing provisions of this clause 15 apply to Aircraft which, at the relevant time, are subject to the security constituted by the Security Documents.

16                       Fees, Expenses and indemnities

16.1             Indemnification from Trust Property - Security Trustee

Without prejudice to any right to indemnity arising under Applicable Law, clause 16.2 or any other provision of the Transaction Documents, the Security Trustee and every agent or other person appointed by it in connection with its appointment under this Agreement shall be entitled to be indemnified out of the proceeds of enforcement of the Trust Documents in respect of all Expenses, Losses and Taxes, in respect of which the Security Trustee is entitled to be indemnified by any Obligor pursuant to any other provision of this Agreement or any other Transaction Document but which is not received by the Security Trustee when due, provided always that the foregoing provisions of this clause 16.1 shall be in all respects subject to clause 15.

16.2             Indemnification of Expenses - Finance Parties and Export Credit Agencies

16.2.1                           Each Borrower shall pay to the relevant Agent for the account of the relevant Finance Party (which, in the case of the Security Trustee, shall for the purposes of this clause 16.2 include each agent or other person appointed by it in connection with its appointment under this Agreement) or Export Credit Agency (as applicable), within ten (10) days of demand (which demand shall be accompanied by reasonable evidence of the amount demanded), whether or not any ECA Utilisation Documentation and/or Mismatch Utilisation Documentation is entered into and/or any amount is disbursed under the Loan Agreements, all Expenses incurred by the Finance Parties and the Export Credit Agencies (or any of them).

16.2.2                           Each Lender (other than a Lender which is an Export Credit Agency) shall reimburse the Security Trustee, rateably in accordance with its Liability, for any amount which is due and payable to the Security Trustee (or, as the case may be, the relevant agent or other person appointed by it in connection with its appointment under this Agreement) pursuant to clause 16.2.1 but is not received by the Security Trustee.

16.2.3                           Each ECA Lender (other than an ECA Lender which is an Export Credit Agency) shall reimburse the ECA Agent, rateably in accordance with its Liability, for any amount which is due and payable to the ECA Agent pursuant to clause 16.2.1 but is not received by the ECA Agent.

16.2.4                           Each British Lender (other than a British Lender which is an Export Credit Agency) shall reimburse the British National Agent, rateably in accordance with its Liability, for any amount which is due and payable to the British National Agent pursuant to clause 16.2.1 but is not received by the British National Agent.

16.2.5                           Each French Lender (other than a French Lender which is an Export Credit Agency) shall reimburse the French National Agent, rateably in accordance with its Liability, for any amount which is due and payable to the French National Agent pursuant to clause 16.2.1 but is not received by the French National Agent.

16.2.6                           Each German Lender (other than a German Lender which is an Export Credit Agency) shall reimburse the German National Agent, rateably in accordance with its Liability, for any amount which is due and payable to the German National Agent pursuant to clause 16.2.1 but is not received by the German National Agent.

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16.2.7                           Each Mismatch Lender shall reimburse the Mismatch Agent, rateably in accordance with its Liability, for any amount which is due and payable to the Mismatch Agent pursuant to clause 16.2.1 but is not received by the Mismatch Agent.

16.3             Borrower fees

Each Borrower shall:

16.3.1                           procure that all fees payable to the relevant Manager from time to time are paid as soon as reasonably practicable when due in accordance with the relevant Administration Agreement; and

16.3.2                           pay or procure that there are paid all other fees, costs and expenses in connection with the incorporation, administration and management of that Borrower and its related trust and/or other ownership arrangements including, without limitation, all fees, costs and expenses in connection with the preparation and approval of accounts for that Borrower by auditors approved by the Security Trustee and debis.

16.4             Stamp and other duties

Subject to clause 16.6 and to the proviso to this clause 16.4, each Borrower shall pay any stamp, documentary, transaction, registration or other like duties or Taxes (including any duties or Taxes payable by any Finance Party, but excluding Excluded Taxes) imposed on any Transaction Document for an Aircraft which is owned by that Borrower and shall indemnify the Finance Parties against any liability arising by reason of any delay or omission by that Borrower to pay such duties or Taxes (other than Excluded Taxes).  Provided however that no Borrower shall be liable to indemnify any Finance Party under this clause 16.4 in respect of any duties or Taxes which are imposed in a jurisdiction as a result of that Finance Party taking or sending the relevant Transaction Document into that jurisdiction unless that Finance Party was required to do so by Applicable Law or in order to take enforcement action in that jurisdiction following the occurrence of a Lease Termination Event which is then continuing.  The other parties hereto agree to co-operate in good faith with each other with a view to avoiding or minimising liability for stamp, documentary, transaction, registration or other like duties of Taxes which may be imposed in connection with any Transaction Document in any jurisdiction.

16.5             Recordation and registration expenses

Subject to clause 16.6, the Borrowers shall pay and indemnify the Finance Parties and the Lessees shall pay and indemnify the Borrowers against all fees, costs and expenses associated with:

16.5.1                           the filing or recording of this Agreement or any other Transaction Document for an Aircraft which is leased to that Lessee or the relevant Borrower’s ownership interest in the State of Registration for that Aircraft, any State of Incorporation for a person which is party to the ownership and/or leasing arrangements for that Aircraft or the Habitual Base for that Aircraft including (but not limited to) the provision of translations, registrations, notarisations or legalisations, if required by Applicable Law; and

16.5.2                           the registration of that Aircraft and integration of that Aircraft into that Lessee’s, any Sub-Lessee’s and/or any Sub-Sub-Lessee’s fleet.

16.6             Mortgage cost

No Borrower shall be liable to pay and/or indemnify any Finance Party and no Lessee shall be liable to pay and/or indemnify any Borrower against any of the Taxes, fees, costs and expenses referred to in clauses 16.4 and 16.5 to the extent that, in relation to any individual Mortgage for an Aircraft, such Taxes, fees, costs and expenses together exceed ten thousand Dollars ($10,000) and, pursuant to paragraph 1(c) of schedule 7, no Mortgage for that Aircraft is required.

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17                       National Agents

17.1             Appointment of National Agents

Each of the British Lenders, the French Lenders and the German Lenders, in each case, for an Aircraft irrevocably appoints respectively the British National Agent, the French National Agent and the German National Agent, in each case, for that Aircraft as its agent for the purposes of this Agreement and the other Transaction Documents and authorises that National Agent (whether or not by or through employees or agents) to take such action on the relevant National Syndicate’s behalf and to exercise such rights, remedies, powers and discretions as are specifically delegated to that National Agent by this Agreement, together with such powers and discretions as are reasonably incidental thereto. The British National Agent, the French National Agent and the German National Agent shall not, however, have any duties, obligations or liabilities to their respective National Syndicates beyond those expressly stated in this Agreement and the other Transaction Documents.

17.2             Identity of ECA Lenders

The British National Agent, the French National Agent and the German National Agent may deem and treat (a) each relevant ECA Lender in its National Syndicate as the person entitled to the benefit of the Contribution of that ECA Lender in any ECA Loan for all purposes of the Transaction Documents unless and until a notice of assignment of that ECA Lender’s Contribution in any ECA Loan or any part thereof, or any Transfer Certificate in respect thereof, shall have been filed with the ECA Agent and the ECA Agent shall have notified the British National Agent, the French National Agent or the German National, as appropriate, thereof, and (b) the office set opposite the name of each ECA Lender in its National Syndicate in schedule 2 or, as the case may be, in any relevant Transfer Certificate as that ECA Lender’s facility office unless and until a written notice of change of facility office shall have been received by the relevant National Agent, and the relevant National Agent may act upon any such notice unless and until the same is superseded by a further such notice.

17.3             No responsibility for other parties

None of the British National Agent, the French National Agent or the German National Agent shall have any responsibility to any ECA Lender in its National Syndicate:

17.3.1                           on account of the failure of any Obligor, any other party to the Transaction Documents or any other person to perform their obligations under any of the Transaction Documents; or

17.3.2                           for the financial condition of any Obligor, any other party to the Transaction Documents or any other person; or

17.3.3                           for the completeness or accuracy of any statements, representations or warranties in any of the other Transaction Documents or any document delivered under this Agreement or any of the other Transaction Documents; or

17.3.4                           for the execution, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Agreement or any of the other Transaction Documents, of any certificate, report or other document executed or delivered under this Agreement or any of the Transaction Documents and/or of all or any part of the ownership, leasing, security and/or financing structure contemplated by the Transaction Documents (or any of them); or

17.3.5                           otherwise in connection with any ECA Loan or the negotiation of this Agreement or any of the other Transaction Documents; or

17.3.6                           for acting (or, as the case may be, refraining from acting) in accordance with the instructions of the Majority Lenders and/or in accordance with any provision of any Transaction Document.

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17.4             No restriction on other business

Each National Agent may, without any liability to account to any ECA Lender, accept deposits from, lend money to, and generally engage in any kind of banking or trust business with, any Obligor, any other party to the Transaction Documents, any debis Group Company or any of their respective Subsidiaries or Affiliates or any other ECA Finance Party as if it were not a National Agent.

17.5             Retirement of National Agents

17.5.1                           Each National Agent may retire from its appointment as agent for its National Syndicate having given to the ECA Agent, each Lessee, debis and each of the ECA Lenders in its National Syndicate not less than thirty (30) days’ notice of its intention to do so, provided that no such retirement by the British National Agent, the French National Agent or the German National Agent shall take effect unless there has been appointed by the ECA Lenders in its National Syndicate as a successor agent (which shall have accepted such appointment in writing) either:

(a)              an ECA Lender nominated by the ECA Lenders in the relevant National Syndicate and, for so long as no Lease Termination Event has occurred and is continuing, consented to in writing by debis (such consent not to be unreasonably withheld or delayed); or

(b)             failing such a nomination and for so long as no Lease Termination Event has occurred and is continuing, an ECA Lender nominated by debis and consented to in writing by the ECA Lenders in the relevant National Syndicate (such consent not to be unreasonably withheld or delayed); or

(c)              failing such a nomination, any reputable and experienced bank or financial institution (or other person approved by debis) nominated by the relevant National Agent after consultation with the Secured Parties.

17.6             Payments to National Agents

All moneys to be paid or distributed by the ECA Agent or the Security Trustee to the relevant ECA Lenders in respect of any ECA Loan under this Agreement or any other Transaction Document may be effected by payment to each National Agent for the account of the relevant ECA Lenders in its National Syndicate of its portion of the amount so to be paid or distributed.  Each payment so received by the National Agents shall (unless otherwise agreed by that National Agent and the relevant ECA Lenders in its National Syndicate to the contrary) be distributed between the relevant ECA Lenders in its National Syndicate in accordance with their respective Contributions.

17.7             Service of notice on National Agents

Any party to this Agreement may validly effect service of any notice required under this Agreement or otherwise in respect of any ECA Loan on any ECA Lender by delivering that notice to the relevant ECA Lender’s National Agent for onward transmission to the relevant ECA Lender.

17.8             Notice to ECA Lenders

Any notice required to be given by or to any ECA Lender to or by the ECA Agent or the Security Trustee shall be given through that ECA Lender’s National Agent and the ECA Agent and the Security Trustee shall each disregard any notice purported to be given by an ECA Lender in any other manner. In the event that any National Agent gives any notice or consent or, in the circumstances contemplated by clause 13.5, fails to give any notice or consent, the ECA Agent and the Security Trustee shall be entitled (and bound) to assume that that notice or consent has been given or, as the case may be, failed to have been given by all the ECA Lenders in the relevant National Agent’s National Syndicate.

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17.9             Information relating to notices

Each National Agent shall as soon as reasonably practicable notify each ECA Lender in its National Syndicate of the contents of each notice, certificate, document or other communication received by it from any other party under or pursuant to any Transaction Document.

18                       ECA Agent

18.1             Appointment of ECA Agent

Each ECA Lender and each National Agent irrevocably appoints the ECA Agent as its agent for the purposes of each ECA Loan and the Transaction Documents on the following terms and further authorises the ECA Agent (whether or not by or through employees or agents) to take such action on its behalf and to exercise such rights, remedies, powers and discretions as are specifically delegated to the ECA Agent by this Agreement and the other Transaction Documents, together with such powers and discretions as are reasonably incidental thereto. The ECA Agent shall not, however, have any duties, obligations or liabilities to the ECA Lenders or the National Agents beyond those expressly stated in this Agreement and the other Transaction Documents.

18.2             Amendments to Transaction Documents

18.2.1                           Subject to clauses 12.9, 13 and 18.2.2, the ECA Agent may, with the consent of the Majority Lenders (or to the extent expressly authorised by the other provisions of this Agreement or any other Transaction Document), amend, modify or otherwise vary or waive breaches of, or defaults under, or otherwise excuse performance of, any provision of this Agreement or any other Transaction Document. Any such action so authorised and effected by the ECA Agent shall be as soon as reasonably practicable notified to the National Agents by the ECA Agent and shall be binding on each ECA Lender.

18.2.2                           Except with the prior written consent of the relevant ECA Lender and subject to clause 12.9 (and, in the case of sub-paragraphs (iv), (v) and (vii), of each of the ECA Lenders) (communicated in each case in writing by the National Agents), the ECA Agent shall not agree with the other parties thereto any amendment to any Transaction Document which would (i) extend the due date, availability period or reduce the amount of any payment under any Transaction Document to or of that ECA Lender, (ii) change the currency in which any amount is payable under any Transaction Document to that ECA Lender, (iii) increase that ECA Lender’s Contribution or ECA Commitment, (iv) change the definition of ECA Lender or Majority Lenders, (v) change clause 13 or clause 15 or this clause 18.2 or any other provision of this Agreement or the other Transaction Documents which provides for the consent of the National Agents, all of the ECA Lenders and/or the German Parallel Lender to be obtained, (vi) reduce any applicable margin or interest rate or other amount in each case owing to that ECA Lender pursuant to any Transaction Document, or (vii) amend, modify, vary, release or discharge any of the Security Documents or the Liens constituted thereby or consent to any of the same other than in accordance with the terms of this Agreement and the other Transaction Documents.

18.3             Rights of ECA Agent

With respect to its own Contribution (if any) in any ECA Loan, the ECA Agent shall have the same rights and powers under this Agreement and the other Transaction Documents as any other ECA Lender and may exercise the same as though it were not performing the duties and functions delegated to it (as agent) under this Agreement or, as the case may be, the Transaction Documents, and the term “ECA Lender” shall, unless the context otherwise indicates, include the ECA Agent.  Neither this Agreement nor any of the other Transaction Documents shall (nor shall the same be construed so as to) constitute a partnership between the parties or any of them or so as to establish a fiduciary relationship between the ECA Agent (in any capacity) and any other person.

18.4             No obligations to other parties

The ECA Agent shall not:

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18.4.1                           be obliged to make any enquiry as to any default by any Borrower, any Lessee, debis or any other person in the performance or observance of any of the provisions of any of the Transaction Documents or as to the existence of a default, a Relevant Event or a Termination Event unless the ECA Agent has actual knowledge thereof, or has been notified in writing thereof by a National Agent or any ECA Lender, in which case the ECA Agent shall as soon as reasonably practicable notify the ECA Lenders (through the National Agents) of the relevant event or circumstances;

18.4.2                           be liable to any ECA Lender for any action taken or omitted under or in connection with this Agreement or any of the other Transaction Documents or any ECA Loan except in the case of the gross negligence or wilful misconduct of the ECA Agent.

For the purposes of this clause 18, the ECA Agent shall not be treated as having actual knowledge of any matter of which the corporate finance or leasing or any other division outside the Transportation Group/Middle Office of the ECA Agent (or equivalent department of the person for the time being acting as the ECA Agent) may become aware in the context of corporate finance or advisory activities from time to time undertaken by the ECA Agent for any Borrower, any Lessee or debis or any other person.

18.5             Communications

The ECA Agent shall as soon as reasonably practicable notify each National Agent of the contents of each notice, certificate, document or other communication received by it in its capacity as ECA Agent from any Obligor under or pursuant to any of the Transaction Documents.

18.6             Identity of ECA Lenders

The ECA Agent may deem and treat (a) each relevant ECA Lender as the person entitled to the benefit of the Contribution with respect to an ECA Loan of that ECA Lender for all purposes of the Transaction Documents unless and until a notice of assignment of that ECA Lender’s Contribution (with respect to that ECA Loan) or any part thereof, or a Transfer Certificate in respect thereof, shall have been filed with the ECA Agent, and (b) the office set opposite the name of each ECA Lender in schedule 2 or, as the case may be, in any relevant Transfer Certificate as that ECA Lender’s facility office unless and until a written notice of change of facility office shall have been received by the ECA Agent and the ECA Agent may act upon any such notice unless and until the same is superseded by a further such notice.

18.7             No reliance on ECA Agent

Each ECA Lender acknowledges that it has not relied on any statement, opinion, forecast or other representation made by the ECA Agent to induce it to enter into any of the Transaction Documents and that it has made and will continue to make, without reliance on the ECA Agent and based on such documents as it considers appropriate, its own appraisal of the creditworthiness of each Obligor and each other party to the Transaction Documents and its own independent investigation of the financial condition and affairs of each Obligor and each other party to the Transaction Documents in connection with the making and continuation of any ECA Loan.  The ECA Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide the ECA Lenders with any credit or other information with respect to any Obligor or any other party to the Transaction Documents whether coming into its possession before the making of the relevant ECA Loan or at any time or times thereafter, other than as provided in clauses 18.4.1 and 18.5.  The ECA Agent shall not have any duty or responsibility for the completeness or accuracy of any information given by any Obligor or any other person in connection with or pursuant to any of the Transaction Documents, whether the same is given to the ECA Agent and passed on by it to the ECA Lenders or otherwise.

18.8             No responsibility for other parties

The ECA Agent shall not have any responsibility to any ECA Lender or any National Agent:

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18.8.1                           on account of the failure of any Obligor, any other party to the Transaction Documents or any other person to perform their obligations under any of the Transaction Documents; or

18.8.2                           for the financial condition of any Obligor, any other party to the Transaction Documents, or any other person; or

18.8.3                           for the completeness or accuracy of any statements, representations or warranties in any of the Transaction Documents or any document delivered under this Agreement or any of the other Transaction Documents; or

18.8.4                           for the execution, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Agreement or any of the other Transaction Documents, of any certificate, report or other document executed or delivered under this Agreement or any of the Transaction Documents and/or of all or any part of the ownership, leasing, security and/or financing structure contemplated by the Transaction Documents (or any of them); or

18.8.5                           otherwise in connection with any ECA Loan or the negotiation of this Agreement or any of the other Transaction Documents; or

18.8.6                           for acting (or, as the case may be, refraining from acting) in accordance with the instructions of the Majority Lenders (or, where it is expressly required to do so, the National Agents and (if applicable) the German Parallel Lender) and/or in accordance with any provision of any Transaction Document.

The ECA Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person and shall be entitled to rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected or approved by it.

18.9             No restriction on other business

The ECA Agent may, without any liability to account to any ECA Lender, accept deposits from, lend money to, and generally engage in any kind of banking or trust business with, any Obligor, any other party to the Transaction Documents, any debis Group Company or any of their respective Subsidiaries or Affiliates or any other ECA Finance Party as if it were not the ECA Agent.

18.10      Retirement of ECA Agent

18.10.1                     The ECA Agent may retire from its appointment as ECA Agent under this Agreement and the other Transaction Documents having given to each Lessee, each Borrower, debis and each ECA Lender not less than thirty (30) days’ notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Majority Lenders as a successor:

(a)              an ECA Lender nominated by the Majority Lenders and, for so long as no Lease Termination Event has occurred and is continuing, consented to in writing by debis (such consent not to be unreasonably withheld or delayed); or

(b)             failing such a nomination and for so long as no Lease Termination Event has occurred and is continuing, an ECA Lender nominated by debis and consented to in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed); or

(c)              failing such a nomination, any reputable and experienced bank or financial institution (or other person approved by debis) nominated by the retiring ECA Agent after consultation with the Secured Parties,

and that successor ECA Agent shall have accepted that appointment in writing.

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18.10.2                     Upon any such successor as aforesaid being appointed, the retiring ECA Agent shall be discharged from any further obligation under this Agreement and the other Transaction Documents and its successor and each of the other parties to this Agreement and the other Transaction Documents shall have the same rights and obligations among themselves as they would have had if that successor had been a party to this Agreement in place of the retiring ECA Agent.

18.11      Removal of ECA Agent

The Majority Lenders may at any time require the ECA Agent to retire from its appointment as ECA Agent under this Agreement and the other Transaction Documents without giving any reason upon giving to the ECA Agent and each Borrower, each Lessee and debis not less than thirty (30) days’ prior written notice to that effect.  The ECA Agent agrees to co-operate in giving effect to that resignation in accordance with any such notice duly received by it and, in that connection, shall execute all such deeds and documents as the Majority Lenders may reasonably require in order to provide for:

(a)                        that resignation;

(b)                       the appointment of a successor ECA Agent in compliance with clause 18.10 but so that, for this purpose, the reference in clause 18.10.1(c) to the retiring ECA Agent shall be deemed to be a reference to the Majority Lenders; and

(c)                        the transfer of the rights and obligations of the ECA Agent under this Agreement and the other Transaction Documents to that successor,

in each case in a legal, valid and binding manner.  The retiring ECA Agent shall not be responsible for any costs occasioned by that retirement (including in relation to any such deeds or documents referred to in this clause 18.11).

19                       Mismatch Agent

19.1             Appointment of Mismatch Agent

Each Mismatch Lender irrevocably appoints the Mismatch Agent as its agent for the purposes of each relevant Mismatch Advance, each relevant Mismatch Loan and the Transaction Documents on the following terms and further authorises the Mismatch Agent (whether or not by or through employees or agents) to take such action on its behalf and to exercise such rights, remedies, powers and discretions as are specifically delegated to the Mismatch Agent by this Agreement and the other Transaction Documents, together with such powers and discretions as are reasonably incidental thereto. The Mismatch Agent shall not, however, have any duties, obligations or liabilities to the Mismatch Lenders beyond those expressly stated in this Agreement and the other Transaction Documents.

19.2             Amendments to Transaction Documents

19.2.1                           Subject to clauses 12.9, 13 and 19.2.2, the Mismatch Agent may, with the consent of the Majority Mismatch Lenders (or to the extent expressly authorised by the other provisions of this Agreement or any other Transaction Document), amend, modify or otherwise vary or waive breaches of, or defaults under, or otherwise excuse performance of, any provision of this Agreement or any other Transaction Document. Any such action so authorised and effected by the Mismatch Agent shall be as soon as reasonably practicable notified to the Mismatch Lenders by the Mismatch Agent and shall be binding on each Mismatch Lender.

19.2.2                           Except with the prior written consent of the relevant Mismatch Lender and subject to clause 12.9 (and, in the case of clauses 19.2.2(d), (e) and (g), of each of the Mismatch Lenders) (communicated in each case in writing by the Mismatch Lenders), the Mismatch Agent shall not agree with the other parties thereto any amendment to any Transaction Document which would:

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(a)                       extend the due date, availability period or reduce the amount of any payment under any Transaction Document to or of that Mismatch Lender;

(b)                      change the currency in which any amount is payable under any Transaction Document to that Mismatch Lender;

(c)                       increase that Mismatch Lender’s Contribution or Mismatch Commitment;

(d)                      change the definition of Mismatch Lender, Majority Lenders or Majority Mismatch Lenders;

(e)                       change clause 13 or clause 15 or this clause 19.2 or any other provision of this Agreement or the other Transaction Documents which provides for the consent of the Majority Mismatch Lenders or all of the Mismatch Lenders to be obtained;

(f)                         reduce any applicable margin or interest rate or other amount in each case owing to that Mismatch Lender pursuant to any Transaction Document; or

(g)                      amend, modify, vary, release or discharge any of the Security Documents or the Liens constituted thereby or consent to any of the same other than in accordance with the terms of this Agreement and the other Transaction Documents.

19.3             Rights of Mismatch Agent

With respect to its own Contribution (if any) in any Mismatch Loan, the Mismatch Agent shall have the same rights and powers under this Agreement and the other Transaction Documents as any other Mismatch Lender and may exercise the same as though it were not performing the duties and functions delegated to it (as agent) under this Agreement or, as the case may be, the Transaction Documents, and the term “Mismatch Lender” shall, unless the context otherwise indicates, include the Mismatch Agent.  Neither this Agreement nor any of the other Transaction Documents shall (nor shall the same be construed so as to) constitute a partnership between the parties or any of them or so as to establish a fiduciary relationship between the Mismatch Agent (in any capacity) and any other person.

19.4             No obligations to other parties

The Mismatch Agent shall not:

19.4.1                           be obliged to make any enquiry as to any default by any Borrower, any Lessee, debis or any other person in the performance or observance of any of the provisions of any of the Transaction Documents or as to the existence of a default, a Relevant Event or a Termination Event unless the Mismatch Agent has actual knowledge thereof, or has been notified in writing thereof by any Mismatch Lender, in which case the Mismatch Agent shall as soon as reasonably practicable notify the Mismatch Lenders of the relevant event or circumstance;

19.4.2                           be liable to any Mismatch Lender for any action taken or omitted under or in connection with this Agreement or any of the other Transaction Documents or any Mismatch Loan except in the case of the gross negligence or wilful misconduct of the Mismatch Agent.

For the purposes of this clause 19.4, the Mismatch Agent shall not be treated as having actual knowledge of any matter of which the corporate finance or leasing or any other division outside the Transportation Group/Middle Office of the Mismatch Agent (or equivalent department of the person for the time being acting as the Mismatch Agent) may become aware in the context of corporate finance or advisory activities from time to time undertaken by the Mismatch Agent for any Borrower, any Lessee or debis or any other person.

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19.5             Communications

The Mismatch Agent shall as soon as reasonably practicable notify each Mismatch Lender of the contents of each notice, certificate, document or other communication received by it in its capacity as Mismatch Agent from any Obligor under or pursuant to any of the Transaction Documents.

19.6             Identity of Mismatch Lenders

The Mismatch Agent may deem and treat (a) each Mismatch Lender as the person entitled to the benefit of the Contribution (with respect to the Mismatch Loans) of that Mismatch Lender and as the person obliged to advance that Mismatch Lender’s participation in any Mismatch Advance for all purposes of the Transaction Documents unless and until a notice of assignment of that Mismatch Lender’s Contribution (with respect to the Mismatch Loans) or that Mismatch Lender’s Mismatch Commitment or any part thereof, or a Transfer Certificate in respect thereof, shall have been filed with the Mismatch Agent, and (b) the office set opposite the name of each Mismatch Lender in Part IV of schedule 2 or, as the case may be, in any relevant Transfer Certificate as that Mismatch Lender’s facility office unless and until a written notice of change of facility office shall have been received by the Mismatch Agent, and the Mismatch Agent may act upon any such notice unless and until the same is superseded by a further such notice.

19.7             No reliance on Mismatch Agent

Each Mismatch Lender acknowledges that it has not relied on any statement, opinion, forecast or other representation made by the Mismatch Agent to induce it to enter into any of the Transaction Documents and that it has made and will continue to make, without reliance on the Mismatch Agent and based on such documents as it considers appropriate, its own appraisal of the creditworthiness of each Obligor and each other party to the Transaction Documents and its own independent investigation of the financial condition and affairs of each Obligor and each other party to the Transaction Documents in connection with the making and continuation of any Mismatch Advance and any Mismatch Loan.  The Mismatch Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide the Mismatch Lenders with any credit or other information with respect to any Obligor or any other party to the Transaction Documents whether coming into its possession before the making of any relevant Mismatch Advance or at any time or times thereafter, other than as provided in clauses 19.4.1 and 19.5.  The Mismatch Agent shall not have any duty or responsibility for the completeness or accuracy of any information given by any Obligor or any other person in connection with or pursuant to any of the Transaction Documents, whether the same is given to the Mismatch Agent and passed on by it to the Mismatch Lenders or otherwise.

19.8             No responsibility for other parties

The Mismatch Agent shall not have any responsibility to any Mismatch Lender:

19.8.1                           on account of the failure of any Obligor, any other party to the Transaction Documents or any other person to perform their obligations under any of the Transaction Documents; or

19.8.2                           for the financial condition of any Obligor, any other party to the Transaction Documents or any other person; or

19.8.3                           for the completeness or accuracy of any statements, representations or warranties in any of the other Transaction Documents or any document delivered under this Agreement or any of the other Transaction Documents; or

19.8.4                           for the execution, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Agreement or any of the other Transaction Documents, of any certificate, report or other document executed or delivered under this Agreement or any of the Transaction Documents and/or of all or any part of the ownership, leasing, security and/or financing structure contemplated by the Transaction Documents (or any of them); or

19.8.5                           otherwise in connection with any Mismatch Loan or any Mismatch Advance or the negotiation of this Agreement or any of the other Transaction Documents; or

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19.8.6                           for acting (or, as the case may be, refraining from acting) in accordance with the instructions of the Majority Mismatch Lenders and/or in accordance with any provision of any Transaction Document.

The Mismatch Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person and shall be entitled to rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected or approved by it.

19.9             No restriction on other business

The Mismatch Agent may, without any liability to account to any Mismatch Lender, accept deposits from, lend money to, and generally engage in any kind of banking or trust business with, any Obligor, any other party to the Transaction Documents, any debis Group Company or any of their respective Subsidiaries or Affiliates or any other Mismatch Finance Party as if it were not the Mismatch Agent.

19.10      Retirement of Mismatch Agent

19.10.1                  The Mismatch Agent may retire from its appointment as Mismatch Agent under this Agreement and the other Transaction Documents having given to each Lessee, each Borrower, debis and each Mismatch Lender not less than thirty (30) days’ notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Majority Mismatch Lenders as a successor:

(a)              any reputable and experienced bank or financial institution (or other person approved by debis) nominated by the Majority Mismatch Lenders and, for so long as no Lease Termination Event has occurred and is continuing, consented to in writing by debis (such consent not to be unreasonably withheld or delayed); or

(b)             failing such a nomination and for so long as no Lease Termination Event has occurred and is continuing, any reputable and experienced bank or financial institution (or other person approved by debis) nominated by debis and consented to in writing by the Majority Mismatch Lenders (such consent not to be unreasonably withheld or delayed); or

(c)              failing such a nomination, any reputable and experienced bank or financial institution (or other person approved by debis) nominated by the retiring Mismatch Agent after consultation with the Secured Parties,

and that successor Mismatch Agent shall have accepted that appointment in writing.

19.10.2                     Upon any such successor as aforesaid being appointed, the retiring Mismatch Agent shall be discharged from any further obligation under this Agreement and the other Transaction Documents and its successor and each of the other parties to this Agreement and the other Transaction Documents shall have the same rights and obligations among themselves as they would have had if that successor had been a party to this Agreement in place of the retiring Mismatch Agent.

19.11      Removal of Mismatch Agent

The Majority Mismatch Lenders may at any time require the Mismatch Agent to retire from its appointment as Mismatch Agent under this Agreement and the other Transaction Documents without giving any reason upon giving to the Mismatch Agent and each Borrower, each Lessee and debis not less than thirty (30) days’ prior written notice to that effect.  The Mismatch Agent agrees to co-operate in giving effect to that resignation in accordance with any such notice duly received by it and, in that connection, shall execute all such deeds and documents as the Majority Mismatch Lenders may reasonably require in order to provide for:

(a)                        that resignation;

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(b)                       the appointment of a successor Mismatch Agent in compliance with clause 19.10 but so that, for this purpose, the reference in clause 19.10.1(c) to the retiring Mismatch Agent shall be deemed to be a reference to the Majority Mismatch Lenders; and

(c)                        the transfer of the rights and obligations of the Mismatch Agent under this Agreement and the other Transaction Documents to that successor,

in each case in a legal, valid and binding manner.  The retiring Mismatch Agent shall not be responsible for any costs occasioned by that retirement (including in relation to any such deeds or documents referred to in this clause 19.11).

20                       Appointment and powers of the Security Trustee

20.1             The trust

Each of the Secured Parties irrevocably appoints the Security Trustee as its security agent and trustee to hold the Trust Property for the purposes of this Agreement and the other Transaction Documents on the terms set out in this Agreement and in the other Trust Documents.

20.2             Delegation of powers

By virtue of the appointment set out in clause 20.1, each of the Secured Parties hereby authorises the Security Trustee (whether or not by or through its employees as agents) to take such action on its behalf and to exercise such rights, remedies and powers as are specifically delegated to the Security Trustee by this Agreement and/or any of the other Transaction Documents together with such powers and rights as are reasonably incidental thereto.

20.3             Obligations of Security Trustee

The Security Trustee shall have no duties, obligations or liabilities to any of the parties by whom it has been appointed beyond those expressly stated in this Agreement and/or the other Transaction Documents and specifically (but without prejudice to the generality of the foregoing) the Security Trustee shall not be obliged to take any action or exercise any rights, remedies or powers under or pursuant to this Agreement or any of the other Transaction Documents beyond those which it is specifically instructed in writing to take or exercise as provided in clause 13 and then only to the extent stated in such specific written instructions.

21                       Declaration of trust; supplemental provisions

21.1             Declaration of trust

The Security Trustee hereby accepts its appointment under clause 20.1 as trustee in relation to the Trust Property and the Transaction Documents with effect from the date of this Agreement and irrevocably acknowledges and declares that from that date it holds the same on trust for the Secured Parties and that it shall apply, and deal with, the Trust Property (including without limitation any moneys received by the Security Trustee under the Trust Documents) in accordance with the provisions of this Agreement.

21.2             Perpetuities

The trusts constituted or evidenced by this Agreement shall remain in full force and effect until whichever is the earlier of the expiration of a period of eighty (80) years from the date of this Agreement and receipt by the Security Trustee of written confirmation from the Agents and the Lessees that all the obligations and liabilities for which such Trust Documents are constituted as security have been discharged in full.  The parties to this Agreement declare that the perpetuity period applicable to this Agreement shall, for the purposes of the Perpetuities and Accumulations ▇▇▇ ▇▇▇▇ be a period of eighty (80) years from the date of this Agreement.

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21.3             Implicit powers

In its capacity as trustee in relation to the Trust Documents, the Security Trustee shall, without prejudice to any of the powers and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any of the other Trust Documents) have all the same powers as a natural person acting as the beneficial owner of that property and/or as are conferred upon the Security Trustee by this Agreement and/or any of the other Trust Documents.

21.4      Determination of issues

The Finance Parties agree that, in its capacity as trustee in relation to the Trust Documents, the Security Trustee shall have full power to determine all questions and doubts arising in relation to the interpretation or application of any of the provisions of this Agreement or any of the other Trust Documents as it affects the Security Trustee and every such determination (whether made upon a question actually raised or implied in the acts or proceedings of the Security Trustee) shall be conclusive and shall bind each of the Finance Parties (save in the case of manifest error or the wilful misconduct or gross negligence of the Security Trustee).

21.5             Use of agents

The Security Trustee may, in the conduct of any trusts constituted by this Agreement and in the conduct of its obligations under and in respect of the Trust Documents or any of them (otherwise than in relation to its right to make any declaration, determination or decision), instead of acting personally, employ and pay any agent (whether being a lawyer, chartered accountant or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Security Trustee (including the receipt and payment of money). Any such agent shall be reputable and experienced and, unless at the time of appointment a Lease Termination Event shall have occurred and be continuing, not a competitor of debis as an aircraft operating lessor and, if engaged in any profession or business, such agent shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his in connection with such trusts. The Security Trustee shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Security Trustee shall have exercised reasonable care in the selection of that agent.

21.6                         Effect of Agreement

It is agreed between all parties to this Agreement that in relation to any jurisdiction the courts of which would not recognise or give effect to the trusts expressed to be constituted by this Agreement, the relationship of the Secured Parties to the Security Trustee shall in the case of each of the trusts constituted hereby be construed simply as one of principal and agent but, to the fullest extent permissible under the laws of each and every such jurisdiction, this Agreement shall have full force and effect as between the parties.

22                       Restrictions and limitations on and exclusions of the duties and responsibilities of the Security Trustee

22.1             No obligation to act

The Security Trustee shall not be obliged:

22.1.1                           to request any certificate or opinion under any Transaction Document unless so required in writing by an Agent or, if the Secured Loan Obligations have been paid and discharged in full, the relevant Lessee, in which case the Security Trustee shall as soon as reasonably practicable make the appropriate request of the relevant party; or

22.1.2                           to make any enquiry as to any default by any party in the performance or observance of any provision of any of the Trust Documents or as to whether any event or circumstance has occurred as a result of which the security constituted by any of the Trust Documents shall have or may become enforceable.

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22.2             No responsibility to provide information

The Security Trustee shall not have any duty or responsibility, either initially or on a continuing basis:

22.2.1                        subject to clause 22.7, to provide any of the Secured Parties with any information with respect to any Borrower, any Lessee, debis or any other person whenever coming into its possession; or

22.2.2                        to investigate or make any enquiry into the title of any party to the Trust Property or any part thereof.

22.3             No responsibility for other parties

The Security Trustee shall not have any responsibility to any of the Secured Parties (a) on account of the failure of any party to perform any of its or their obligations under any of the Transaction Documents, (b) for the financial condition of any Obligor, the Manufacturer, the Engine Manufacturer, any Sub-Lessee, any Sub-Sub-Lessee, any Insurer or any other person, (c) for the completeness or accuracy of any statements, representations or warranties in any of the Transaction Documents or any document delivered under any of the Transaction Documents, (d) for the execution, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Agreement or any of the other Transaction Documents, of any certificate, report or other document executed or delivered under this Agreement or any of the Transaction Documents and/or of all or any part of the ownership, leasing, security and/or financing structure contemplated by the Transaction Documents (or any of them), (e) to investigate or make any enquiry into the title of any party to the Trust Property or any part thereof, (f) for the failure to register any of the Transaction Documents on any register with any Government Entity, (g) for the failure to take or require any Obligor, the Manufacturer, the Engine Manufacturer, any Sub-Lessee, any Sub-Sub-Lessee, any Insurer or any other person to take any steps to render any of the Trust Property effective or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned, or (h) otherwise in connection with the Transaction Documents or their negotiation or for acting (or, as the case may be, refraining from acting) in accordance with the directions of any of the Secured Parties given pursuant to clause 13 or in reliance upon information provided by any of the Secured Parties pursuant to clause 13 or otherwise other than to the extent of its own wilful misconduct or gross negligence.

22.4             Reliance on communications

The Security Trustee shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person and shall be entitled to rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected or approved by it.

22.5             Safekeeping of Trust Documents

The Security Trustee shall be entitled to place all deeds, certificates and other documents relating to the Trust Property deposited with it under or pursuant to the Trust Documents or any of them in any safe deposit, safe or receptacle selected by the Security Trustee or with any solicitor or firm of solicitors and may make any such arrangements as it thinks fit for allowing each Secured Party access to, or its solicitors or auditors possession of, such documents when necessary or convenient, and the Security Trustee shall not be responsible for any Loss incurred in connection with any such deposit, access or possession.

22.6             No obligation to act in breach of Applicable Law

The Security Trustee may refrain from doing anything which would, or might in its opinion, be contrary to any Applicable Law or which would or might render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive, regulation or regulatory requirement.

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22.7             Communications

The Security Trustee shall, as soon as practicable, notify the National Agents and each Agent of the contents of any communication received by it from any Obligor, any Sub-Lessee or any Sub-Sub-Lessee pursuant to any Transaction Document.

23                       No restriction on or liability to account for other transactions

23.1             No restriction on other business

The Security Trustee may, without any liability to account to any of the Finance Parties or any Lessee, accept deposits from, lend money to, and generally engage in any kind of trust or banking business with, or be the owner or holder of any shares or other securities of, any Obligor, any Sub-Lessee, any Sub-Sub-Lessee or any debis Group Company or any Subsidiary or Affiliate of any Obligor, any Sub-Lessee, any Sub-Sub-Lessee or any debis Group Company or any of the Finance Parties or any other person as if it were not the Security Trustee.

23.2             Rights of Security Trustee

With respect to its own participation in the Transaction Documents, the Security Trustee shall have the same rights and powers thereunder and under the Trust Documents as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it under this Agreement.

24                       Common Agent and Security Trustee

Notwithstanding that the ECA Agent, the Mismatch Agent, the Security Trustee, the British National Agent and the French National Agent may from time to time be the same entity, the ECA Agent, the Mismatch Agent, the Security Trustee, the British National Agent and the French National Agent have entered into this Agreement in their separate capacities as agent for the ECA Lenders, as agent for the Mismatch Lenders, as security agent and trustee for the Secured Parties, as agent for the British Lenders and as agent for the French Lenders under and pursuant to the Transaction Documents, provided that where this Agreement provides for the ECA Agent, the Mismatch Agent, the Security Trustee, the British National Agent or the French National Agent to communicate with or provide instructions to any of the ECA Agent, the Mismatch Agent, the Security Trustee, the British National Agent or the French National Agent, while the ECA Agent, the Mismatch Agent, the Security Trustee, the British National Agent or the French National Agent are the same entity, it will not be necessary for there to be any such formal communication or instructions notwithstanding that this Agreement provides in certain cases for the same to be in writing.

25                       Change of Security Trustee

25.1             Retirement of Security Trustee

The Security Trustee may retire from its appointment as Security Trustee under this Agreement and the other Transaction Documents without giving any reason and without being responsible for any costs occasioned by that retirement having given to the Finance Parties, each Borrower, each Lessee and debis not less than thirty (30) days’ notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed as a successor security agent and trustee by instrument in writing signed by the Security Trustee and accepted in writing by the successor:

25.1.1                           a bank or financial institution (or other person approved by debis) nominated by the Majority Lenders and, for so long as no Lease Termination Event has occurred and is, consented to in writing by debis (such consent not be unreasonably withheld or delayed); or

25.1.2                           failing such a nomination and for so long as no Lease Termination Event has occurred and is continuing, a bank or financial institution (or other person approved by debis) nominated by

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debis and consented to in writing by the Majority Lenders (such consent not be unreasonably withheld or delayed); or

25.1.3                           failing such a nomination, any bank or financial institution (or other person approved by debis) nominated by the Security Trustee after consultation with the Secured Parties,

and, in either case, that successor security trustee shall have duly accepted that appointment by delivering to each Agent written confirmation (in a form acceptable to each Agent) of that acceptance agreeing to be bound by this Agreement in the capacity of Security Trustee as if it had been an original party to this Agreement and the other Transaction Documents.

25.2             Removal of Security Trustee

The Majority Lenders (or, if the Secured Loan Obligations have been paid and discharged in full, the Lessees) may at any time require the Security Trustee to retire from its appointment as Security Trustee with respect to the Trust Property under this Agreement and the other Transaction Documents without giving any reason upon giving to the Security Trustee, each Borrower, each Lessee and debis not less than thirty (30) days’ prior written notice to that effect. The Security Trustee agrees to co-operate in giving effect to that retirement in accordance with any such notice duly received by it and, in that connection, shall execute all such deeds and documents as either Agent may reasonably require in order to provide for:

(a)                        that resignation;

(b)                       the appointment of a successor security agent and trustee in compliance with clause 25.1 but so that, for this purpose, the reference in clause 25.1.3 to the Security Trustee shall be deemed to be a reference to the Majority Lenders; and

(c)                        the transfer of the rights and obligations of the Security Trustee under this Agreement to that successor,

in each case, in a legal, valid and binding manner. The retiring Security Trustee shall not be responsible for any costs occasioned by that retirement (including in relation to any such deeds or documents referred to in this clause 25.2).

25.3             Discharge of retiring Security Trustee

Upon any successor to the Security Trustee being appointed pursuant to clause 25.1 or 25.2, the retiring Security Trustee shall be discharged from any further obligation under this Agreement and the other Trust Documents with respect to the Trust Property and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if that successor had been a party to this Agreement and the other Trust Documents in place of the retiring Security Trustee.  If the Security Trustee should retire pursuant to clause 25.1 or be removed pursuant to clause 25.2, the Finance Parties and the Lessees agree to consult in good faith in selecting and appointing a new Security Trustee.

25.4             Retirement after discharge of Secured Loan Obligations

Notwithstanding clauses 25.1 and 25.2, the Security Trustee shall be entitled to retire from its appointment as Security Trustee under this Agreement upon giving five (5) days’ written notice to debis at any time when the Secured Loan Obligations have been fully repaid and discharged.  A Lessee selected by debis shall, at its own cost, at that time assume the role of Security Trustee under this Agreement and the other Trust Documents.

25.5             Cost of change in Security Trustee

In relation to any change of Security Trustee, other than a change at the request or direction of any Export Credit Agency, the costs and expenses thereby incurred by each of the other parties hereto shall be for the account of the retiring Security Trustee and the incoming Security

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Trustee (as they may agree between themselves), in the case of a resignation, or the Lenders (as they may agree between themselves), in the case of a removal.  If that change is at the request or direction of any Export Credit Agency, the costs and expenses thereby incurred by each of the other parties hereto shall be for the account of the Borrowers.

26                       Limited recourse obligations of Borrowers

26.1

26.1.1                           Subject to clause 26.2 but otherwise notwithstanding the provisions of this Agreement or any of the other Transaction Documents to the contrary, all amounts payable or expressed to be payable by any Borrower for, in respect of or in connection with its obligations, covenants, representations, warranties, indemnities or other contractual assurances which are owed to the Security Trustee, the Agents, the National Agents, the Lenders, debis, any other debis Obligor or any other person under, pursuant to or in connection with this Agreement and the other Transaction Documents, together with any liability of any Borrower for any breach by that Borrower of its obligations, covenants, representations, warranties, indemnities or other contractual assurances which are owed to the Security Trustee, the Agents, the Lenders, debis, any other debis Obligor or any other person under, pursuant to or in connection with this Agreement and the other Transaction Documents, shall be limited to and only be made or payable from:

26.1.2                           the recovery from that Borrower of all sums that are paid to or recovered by that Borrower (or any person lawfully claiming through or on behalf of that Borrower to the extent that that Borrower recovers the same from that person) pursuant to any provision of any Transaction Document, any Sub-Lease, any Sub-Lessee Security or any Sub-Sub-Lease or any sale or disposal of the relevant Aircraft or any part thereof or as a result of the enforcement of the Security Documents and/or in respect of Proceeds and/or in respect of any proceeds from Insurances (other than third party liability insurance proceeds); and

26.1.3                           the realisation of any proceeds from the enforcement of any security granted to the Security Trustee, the Agents and/or any of the Lenders under the Security Documents (except to the extent that the Borrower is not entitled to retain such sums as against any third party by virtue of Applicable Law),

and each of the Security Trustee, the Agents, the National Agents, Lenders, debis and the other debis Obligors irrevocably and unconditionally agrees that it shall look solely to such rights and sums for payments to be made by that Borrower under this Agreement and the other Transaction Documents and that it shall not otherwise take or pursue any judicial or other steps or proceedings or exercise any other right or remedy that it might otherwise have against that Borrower or any of its other assets except:

(a)                        to the extent that judgment or similar order is a necessary procedural step to enable the realisation of the full benefit of the security and rights granted by and under the Transaction Documents to obtain (but not enforce) a declaratory judgment or similar order as to the obligations of that Borrower expressed to be assumed under this Agreement or under any other Transaction Documents; or

(b)                       to the extent that claim or proof is a necessary procedural step to enable the realisation of the full benefit of the security and rights granted by and under the Transaction Documents, to make or file a claim or proof in any Insolvency Event in relation to that Borrower, but not to take proceedings to instigate that Insolvency Event.

26.2                Clause 26.1 shall be of no application in respect of a Borrower and that Borrower shall be fully liable and the Secured Parties shall be at liberty to prove all their respective rights and remedies against that Borrower and its assets for any Loss (including, without limitation, legal fees and expenses) sustained or incurred by any Secured Party as a consequence of:

26.2.1                           the wilful misconduct or gross negligence of that Borrower; or

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26.2.2                           a representation or warranty as to a matter of fact (and not, for the avoidance of doubt, as to a matter of law) made by that Borrower in any Transaction Document being untrue, incorrect or misleading; or

26.2.3                           fraud on the part of that Borrower.

26.3                The provisions of this clause 26 shall only limit the personal liability of each Borrower for the discharge of its obligations under this Agreement and the other Transaction Documents and shall not:

26.3.1                           limit or restrict in any way the accrual of interest on any unpaid amount (although the limitations as to the personal liabilities of each Borrower shall apply to the actual payment of that interest); or

26.3.2                           derogate from or otherwise limit the right of recovery, realisation or application by the Secured Parties under or pursuant to any of the Security Documents or anything assigned, mortgaged, charged, pledged or secured under or pursuant to any of the Security Documents.

26.4

26.4.1                           debis and each other debis Obligor each hereby agrees that it shall not petition for any Insolvency Event in relation to any Borrower until after all of the Secured Loan Obligations have been paid and discharged in full.

26.4.2                           Each of the Finance Parties hereby agrees that it shall not petition for any Insolvency Event in relation to any Borrower, unless failure to do so would or might reasonably be expected to result in the rights, title and interests of the Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with debis from reputable legal counsel in the relevant jurisdictions.

26.5                Each of the Security Trustee, the Agents, the National Agents, the Lenders, debis and the other debis Obligors agrees not to seek before any court or governmental agency to have any shareholder, director or officer of any Borrower held liable for any actions or inactions of that Borrower or any obligations of that Borrower under the Transaction Documents, except if such actions or inactions are the result of the fraud or wilful default of that shareholder, director or officer.

27                       Set-off

27.1             Set-off

27.1.1                           Subject to clause 27.1.4, at any time during the continuance of a Lease Termination Event:

(a)              each Borrower may set off from any sum payable by it to any one or more of the debis Obligors any sum due and unpaid by the relevant debis Obligor to that Borrower, in each case, under or in relation to any of the Transaction Documents; and

(b)             each Finance Party may set off from any sum payable by it to any one or more of the Obligors any sum due and unpaid by the relevant Obligor to that Finance Party, in each case, under or in relation to any of the Transaction Documents.

27.1.2                           No Obligor shall be entitled to deduct any sum which may be due to it from the Finance Parties and the Borrowers (or any of them) howsoever arising from any sum payable by that Obligor under or in connection with any of the Transaction Documents.

27.1.3                           No Obligor shall be entitled to refuse or postpone performance of any payment or other obligation under any of the Transaction Documents by reason of any claim which it may have or may consider that it has against;

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(a)            the Finance Parties and the Borrowers (or any of them) under or in connection with any of the Transaction Documents or any other agreement with any of the Finance Parties and/or any of the Borrowers; and/or

(b)           any other party under or in connection with any of the Transaction Documents.

27.1.4                           Each Finance Party irrevocably and unconditionally waives any rights of set off that it may have at law or under clause 27.1.1 in relation to any amount due to any Sub-Lessee or Lessee under clause 8.6.8.

27.2             Set-off not mandatory

No Finance Party shall be obliged to exercise any of its rights under clause 27.1.

28                       Notices

28.1                Unless otherwise expressly provided herein, all notices, requests, demands or other communications to or upon the respective parties hereto in connection with this Agreement shall:

28.1.1                           in order to be valid be in English and in writing;

28.1.2                           be deemed to have been duly served on, given to or made in relation to a party if it is:

(a)            left at the address of that party set out herein or at such other address as that party has specified by fifteen (15) days’ written notice to the other parties hereto;

(b)           posted by first class airmail postage prepaid or sent with an internationally recognised courier service in each case in an envelope addressed to that party at that address; or

(c)            sent by facsimile to the facsimile number of that party set out herein or to such other facsimile number as that party has specified by fifteen (15) days’ written notice to the other parties hereto;

28.1.3                           be sufficient if:

(a)            executed under the seal of the party giving, serving or making the same; or

(b)           signed or sent on behalf of the party giving, serving or making the same by any attorney, director, secretary, agent or other duly authorised officer or representative of that party;

28.1.4                           be effective:

(a)              in the case of a letter, when left at the address referred to in clause 28.1.2(a) after being deposited in the post first class airmail postage prepaid or deposited with an internationally recognised courier service and in each case in an envelope addressed to the addressee at the address referred to in clause 28.1.2 (a); and

(b)             in the case of a facsimile transmission, upon receipt of a facsimile transmission slip indicating that the correct number of pages have been sent to the correct facsimile number.

28.2                For the purposes of this clause 28, all notices, requests, demands or other communications shall be given or made by being addressed as follows:

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