DATED 22 JANUARY 2024 BRISTOW HELICOPTERS LIMITED AS BORROWER THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 HERETO AS ORIGINAL LENDERS NATIONAL WESTMINSTER BANK PLC AS ARRANGER NATIONAL WESTMINSTER BANK PLC AS AGENT AND NATIONAL...

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

44.

Schedule 1 The Original Parties

Part I The Borrower

Part II The Original Lenders

Schedule 2 Conditions precedent

Part I Conditions Precedent To Delivery of a Utilisation Request

Part II Conditions Precedent to first Utilisation

Part III Conditions precedent to subsequent utilisation

Schedule 3 Requests

Part I (Utilisation request)

Part II (Selection Notice)

Schedule 4 Form of Transfer Certificate

Schedule 5 Form of Assignment Agreement

Schedule 6 Form of Compliance Certificate

Schedule 7 Timetables

Schedule 8 Reference Rate Terms

Schedule 9 Daily Non-Cumulative Compounded RFR Rate

Schedule 10 Cumulative Compounded RFR Rate

Schedule 11 UKSAR2G Addendum

Schedule 12 Repayment Schedule

▇▇▇▇▇▇▇ HELICOPTERS LIMITED, a company limited by shares incorporated under the laws of England and Wales with registration number 00551102 whose registered office is at Redhill Aerodrome, Kings Mill Lane, Redhill, Surrey, RH1 5JZ, England (the “Borrower”);

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the “Original Lenders”);

NATIONAL WESTMINSTER BANK PLC as mandated lead arranger (the “Arranger”);

NATIONAL WESTMINSTER BANK PLC as agent of the other Finance Parties (the “Agent”); and

NATIONAL WESTMINSTER BANK PLC as security trustee for the Secured Parties (the “Security Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

in relation to any person, mean, as to any Person, any other person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such person;

in relation to any member of the NatWest Group, the term “Affiliate” shall not include (i) the UK government or any member or instrumentality thereof, including His Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof, (including His Majesty’s Treasury and UK Financial Investments Limited) and which are not part of NatWest Group.

vote ten per cent. (10%) or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a person; or

direct or cause the direction of the management and policies of a person, whether through the ability to exercise voting power, by control or otherwise; and

the AgustaWestland AW139 aircraft described in the purchase agreement between the Borrower and the manufacturer dated 4 November 2022;

the AgustaWestland AW139 aircraft described in the purchase agreement between the Borrower and the manufacturer dated 4 November 2022;

the AgustaWestland AW139 aircraft described in the purchase agreement between the Borrower and the manufacturer dated 4 November 2022; and

the AgustaWestland AW139 aircraft described in the purchase agreement between the Borrower and the manufacturer dated 4 November 2022,

Requirements of Law; and

with respect to the airframe or any other part of an Aircraft, all compliance requirements set forth in or under:

all maintenance manuals initially furnished by the manufacturer thereof with respect thereto, including any subsequent amendments or supplements to such manuals issued by the manufacturer or supplier thereof from time to time;

all mandatory service bulletins issued, supplied, or available by or through the applicable manufacturer with respect thereto;

all applicable airworthiness directives issued by the aviation regulatory agency having jurisdictional authority;

all conditions to the enforcement of any warranties pertaining thereto; and

any Maintenance Program then in effect in respect of the Aircraft.

in respect of an Aircraft that is enrolled on a full “tip to tail” manufacturer Maintenance Program and which, beginning with the LTV Test Date on 31 December 2024 and thereafter, is subject to Aircraft Interest Holder Agreements, Full Life Appraised Value;

in respect of an Aircraft which is not enrolled on a full “tip to tail” manufacturer Maintenance Program and beginning with the LTV Test Date on 31 December 2024 and thereafter, not subject to Aircraft Interest Holder Agreements, Half Life Appraised Value or Maintenance Adjusted Appraised Value,

for the purposes of testing the LTV Ratio, the values in the most recent Appraisal provided by the Appraiser dated no earlier than thirty (30) days before the relevant test date;

for the purposes of the Initial Appraised Value of an Aircraft, the values in the most recent Appraisal by an Appraiser dated no later than ninety (90) days before the Utilisation Date of that Aircraft and subject to reduction in a manner mutually agreed in the event of an Event of Loss or damage to an Aircraft exceeding the Major Damage Threshold unless such material damage is fully covered by the relevant Maintenance Program; and

for the purposes of calculating the Release Amount, the values in the most recent Appraisal for each Aircraft,

for the purposes of testing LTV Ratio, on the applicable test date; or

for the purposes of the Initial Appraised Value of an Aircraft, one (1) Business Day prior to the service of the Utilisation Request for the Loan in respect of that Aircraft against which the relevant Utilisation is being made.

the date falling fifteen (15) months after the date of this Agreement (or such later date as may be agreed by the Agent and the Borrower in writing); and

the date the respective Commitments of the Lenders are reduced to zero in accordance with this Agreement.

its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the United Kingdom bank levy as set out in the Finance Act 2011 (as amended) and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose); or

any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism established by EU Regulation 806/2014 of 15 July 2014.

any date for payment or purchase of an amount relating to a Loan or Unpaid Sum; or

the determination of the first day or the last day of an Interest Period for a Loan, or Unpaid Sum, or otherwise in relation to the determination of the length of such an Interest Period,

where the Parent Guarantor ceases, at any relevant time, to own, directly or indirectly, legal and beneficial title to at least forty-nine (49.0) per cent. of the issued share capital of the Borrower; or

where the Parent Guarantor and its wholly owned subsidiaries from time to time cease to, at any relevant time, ceases to have the call option to purchase all or part of the shares in one or more entities that (directly or indirectly) hold the remaining fifty-one per cent (51%) of the issued share capital of the Borrower.

in relation to an Original Lender, the amount set opposite its name under the heading “ Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

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

any items not part of the specifications of the Aircraft which are on the Aircraft and owned by the Borrower, the Parent Guarantor, or any Permitted Third Party User; and

personal effects of any passenger.

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies a calculation methodology for that rate; and

has been made available to the Borrower and each Finance Party.

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidential Information); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

any Funding Rate.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

loss of such property or the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever;

any damage to such property that results in an insurance settlement with respect to such property on the basis of a total loss or constructive total loss;

the condemnation, confiscation or seizure of, or requisition of title to or use of, such property by the act of any government (foreign or domestic) (other than pursuant to UKSAR2G Contract Condition 33 or UKSAR2G Contract Condition 6) or of any state or local authority or any instrumentality or agency of the foregoing (“Requisition of Use”) which in the case of a Requisition of Use extends for a period of twelve (12) consecutive months or more;

as a result of any rule, regulation, order or other action by any foreign or domestic or Governmental Authority (including, without limitation, the Governmental Authority) having jurisdiction over the aircraft and its operation:

the use of such property shall have been prohibited, or such property shall have been declared unfit for use, for a period of thirty (30) days or more; or

the Borrower shall be required to divest itself of its rights, title or interest in such property.

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

obligations of such Person for borrowed money;

obligations of such person evidenced by bonds, debentures, notes or other similar instruments;

obligations of such person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business on terms customary in the trade) that are treated as debt in accordance with GAAP;

obligations of such person under any conditional sale or other title retention agreement(s) relating to property acquired by such person;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

all obligations, contingent or otherwise, of such person in respect of letters of credit, acceptances or similar extensions of credit;

guarantees of such Person of the type of Financial Indebtedness described in clauses (a) through (f) above;

Financial Indebtedness of a third party secured by any Security on property owned by such person, whether or not such Financial Indebtedness has been assumed by such person;

disqualified stock of such person;

off-balance sheet liabilities; and

all hedging obligations.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 23 (Changes to the Lenders),

= the aggregate outstanding amount of the Loans and the Other Loans attributable to all Aircraft against which a Utilisation has been made under this Agreement, the Other BULL Aircraft and Other BALL Aircraft at such time; and

= the aggregate of (i) the Appraised Value of all Aircraft against which a Utilisation has been made under this Agreement and the Appraised Value (as defined in the BULL Facility Agreement) of the Other BULL Aircraft and the Appraised Value (as defined in the BALL Facility Agreement) of the Other BALL Aircraft, and (ii) the value of any additional Collateral provided pursuant to Clause 21.1 (LTV Test) and the value of any additional collateral provided pursuant to the equivalent provision of each of the BULL Facility Agreement and the BALL Facility Agreement.

the utilisation of the relevant Aircraft since its last major check;

time elapsed since the last full performance restoration of each Engine; and

time elapsed since the last major overhaul of the landing gear and (if applicable) the APU.

the annual audited financial statements of the Group for the Transition Period ended 31 December 2022, including the balance sheet, income statement and cash flow statement, each audited by independent public accountants of recognised national standing and prepared in conformity with GAAP; and

the consolidated financial statements of the Parent Guarantor for the Fiscal Quarter ended September 2023.

the Security in favour of the Agent, the Security Agent and the Lenders under the Finance Documents;

Security for taxes either not yet due or being contested;

materialmen’s, ▇▇▇▇▇▇▇▇’s, workmen’s, repairmen’s, employee’s, airport’s, navigation authority’s or other like Security arising in the ordinary course of business of any Finance Party for sums not yet overdue or being contested;

Security to secure the performance of statutory obligations, surety or appeal bonds, bid or performance bonds, insurance obligations or other obligations of a like nature incurred in the ordinary course of business;

any Permitted Third Party Agreements permitted in accordance with this Agreement;

Security created under the Maintenance Program;

the Department’s right to acquire an Aircraft pursuant to and in accordance with the UKSAR2G Contract Condition 6;

Security created by the Agent, the Security Agent or any Lender; and

any lien or right of set-off arising under the general terms and conditions of the banking relationship of the Borrower with the Account Bank in relation to the Collection Account.

any Intercompany Lease;

any timeshare agreements or intercharge agreements:

in which the Borrower remains in operational control of the Aircraft; and

which are entered into by and between the Borrower and a Permitted Third Party User.

any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA; and “Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA; and

the defined benefit plan of a United Kingdom Subsidiary.

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; and

has been made available to the Borrower and each Finance Party.

the aggregate principal amount then outstanding under the Loans on any date of determination multiplied by a fraction whose numerator is the most recent Appraised Value of such Aircraft, and the denominator is the most recent Appraised Value of all Aircraft against which a Utilisation has been made;

all accrued, but unpaid interest; and

any amounts due, owing or payable in respect of such Aircraft in accordance with this Agreement or other Finance Documents (other than contingent indemnification obligations and other contingent payment obligations in each case for which no claim has been made).

a Default by the Borrower in respect of any payment obligation hereunder; or

an involuntary proceeding commenced or an involuntary petition filed seeking (A) liquidation, reorganization or other relief in respect of an Obligor or any of that Obligor’s debts, or any substantial part of its respective assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (B) the appointment of a custodian, trustee, receiver, liquidator or other similar official for an Obligor or for a substantial part of that Obligor’s assets.

a person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at aspxhttps://▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇-▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇▇-▇▇▇▇▇, or as otherwise published from time to time;

a person named on the Sanctioned Entities List maintained by the U.S. Department of State available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇, or as otherwise published from time to time;

a person named on the lists maintained by the United Nations Security Council available at ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇-▇▇-▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇, or as otherwise published from time to time;

a person named on the lists maintained by the European Union available at ▇▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇-▇▇-▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇?▇▇▇▇▇▇▇▇▇, or as otherwise published from time to time;

a person named on the lists maintained by the Treasury of the United Kingdom available at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇, or as otherwise published from time to time;

any person physically located, organized or resident in a Sanctioned Country; or

any person controlled by any such person listed in paragraphs (a) to (f) above, to the extent that applicable Sanctions prohibit transactions with such controlled person.

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

any value added tax imposed by the Value Added Tax Act 1994;

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere.

Construction

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

the “Account Bank”, “Agent”, the “Arranger”, the “Security Agent”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent in accordance with this Agreement;

“assets” includes present and future properties, revenues and rights of every description;

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that ▇▇▇▇▇▇ would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated;

a “group of Lenders” includes all the Lenders;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

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

a provision of law is a reference to that provision as amended or re-enacted from time to time; and

a time of day is a reference to London time.

Section, Clause and Schedule headings are for ease of reference only.

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

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

Subject to Clause 1.5 (Accounting Terms and Determination), unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Parent Guarantor delivered pursuant to Clause 18.1 (Financial Statements).

A Default (including an Event of Default) is “continuing” if it has not been remedied or waived.

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

Any Reference Rate Supplement overrides anything in:

Schedule 8 (Reference Rate Terms); or

any earlier Reference Rate Supplement.

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Schedule 9 (Daily Non-Cumulative Compounded RFR Rate); or

any earlier Compounding Methodology Supplement.

Currency symbols and definitions

Third party rights

Unless expressly provided to the contrary in any Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Accounting Terms and Determination

any change in accounting principles from those used in the preparation of the financial statements of the Parent Guarantor referred to in Clause 18.1 (Financial Statements) is hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), and such change materially affects the calculation of any component of any financial covenant, standard or term found in this Agreement; or

there is a material change in federal, state or foreign tax laws which materially affects any of the Borrower and their Subsidiaries’ ability to comply with the covenants, standards or terms found in this Agreement,

THE FACILITIES

The Facility

Finance Parties’ rights and obligations

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

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

PURPOSE

Purpose

Monitoring

CONDITIONS OF A UTILISATION

Conditions

The Borrower may not deliver a Utilisation Request unless the Agent has received the documents and other evidence listed in Part I (Conditions Precedent to delivery of a Utilisation Request) of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent (unless otherwise waived by the Agent). The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

Prior to the service of the first Utilisation Request under this Agreement, the Borrower shall agree to execute and deliver, and shall procure that the Department executes and delivers, the Assurance Letter in the form approved by the Department, the Borrower, the Parent Guarantor and the Finance Parties.

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Utilisation Specific Conditions precedent – first Utilisation

Utilisation Specific Conditions precedent – subsequent Utilisation

Maximum Amount and Timing of a Utilisation

Each Utilisation Request issued by the Borrower under the Facility must comply with the following requirements:

the amount of a Utilisation under this Facility shall be determined by testing the LTV Ratio for the Aircraft against which the relevant Utilisation is being made on or prior to the proposed Utilisation Date for such Aircraft and the amount of the Utilisation shall be an amount which ensures that the LTV Ratio for such Aircraft (taking into account the proposed Utilisation) is not greater than the Maximum LTV Ratio applicable on the proposed Utilisation Date for such Aircraft provided that if a Utilisation Date falls at any time before 31 December 2023, the amount of that Utilisation under this Facility shall be an amount which ensures that the LTV Ratio in respect of the Aircraft against which the relevant Utilisation is being made (taking into account the proposed Utilisation) does not exceed eighty per cent (80%) provided further that, in each case, for the purposes of testing the LTV Ratio under paragraph (a)(i) of this Clause 4.4, only the proposed amount of the Loan to be utilised and the Appraised Value of the Aircraft against which the relevant Utilisation is being made shall be taken into account; and

the amount of a Utilisation under the Facility when aggregated with all other Utilisations under the Facility, will not exceed the Total Commitments.

No Utilisation may take place after the end of the Availability Period.

Delivery of documents

Post Utilisation

On or promptly after each Utilisation Date the Borrower shall ensure that the Agent receives from Aircraft Title Counsel evidence that appropriate registrations of International Interests on the International Registry in favour of the Security Agent have been made in respect of that Aircraft against which the relevant Utilisation is being made.

The Borrower shall further ensure that within five (5) Business Days after each Utilisation Date, the Agent shall have received a favourable opinion from Aircraft Title Counsel who made the International Registry registrations in respect of that Aircraft, in each case, relating to the ownership and lien status of such Aircraft after the filing of the Mortgage or other registration of the security interest in favour of the Security Agent over that Aircraft.

The Borrower shall, promptly after the first Utilisation Date and in any event no later than the date falling ninety (90) days after such Utilisation Date, open the Collection Account and enter into an Account Charge (together with any account control agreement or notice and acknowledgment as applicable) in relation to the Collection Account and deliver to the Agent, corporate resolutions and legal opinions in relation to such Account Charge.

Repayment Schedule

Upon receipt of each Utilisation Request in accordance with the provisions of this Agreement, the Agent shall in consultation with the Borrower and the Lenders, prepare a Repayment Schedule (or revised Repayment Schedule, as applicable) in respect of the relevant Loan. Such Repayment Schedule shall be calculated so that a Loan will amortize on the basis that the Borrower will repay a Loan in equal consecutive quarterly instalments commencing, in respect of each Loan, on the first Repayment Date falling immediately after the Utilisation Date of that Loan, until the Termination Date and the Agent and the Borrower will acknowledge such Repayment Schedule (or revised Repayment Schedule) on or prior to the applicable Utilisation Date and each Lender and the Security Agent hereby authorise the Agent to execute such acknowledgement on its behalf.

Following any partial prepayment of a Loan made pursuant to Clause 7 (Prepayment and Cancellation), the Agent shall in consultation with the Borrower and the Lenders prepare a revised Repayment Schedule in respect of such Loan calculated on the same basis as the most recently prepared Repayment Schedule but taking into account the relevant partial prepayment

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

the proposed Utilisation Date for such Utilisation is a Business Day within the Availability Period; and

it specifies that the currency of that Utilisation is sterling.

Lenders’ participation

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

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

The Agent shall notify each Lender of the amount of each Loan, the amount of its participation in that Loan, in each case, by the Specified Time.

Cancellation of Commitment

REPAYMENT

Repayment of Loan

No re-borrowing

PREPAYMENT AND CANCELLATION

Illegality

that ▇▇▇▇▇▇ shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Borrower, each Available Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 7.5 (Right of replacement or repayment and cancellation in relation to a single Lender), the Borrower shall repay that ▇▇▇▇▇▇’s participation in each Loan made to the Borrower on the last day of the Interest Period for that Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that ▇▇▇▇▇▇’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

Voluntary cancellation

Voluntary prepayment of Facility

Subject to paragraphs (b), (c)(i) and (d) below, the Borrower may, if it gives the Agent not less than five (5) RFR Banking Days’ (or such shorter period as the Majority Lenders and the Agent may agree) prior notice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the amount of such Loan by a minimum amount of £1,000,000).

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

If a prepayment of a Loan (in whole or in part) in accordance with this Clause 7.3 (Voluntary prepayment of Facility) is made, the Borrower shall pay to the Agent for the account of the Lenders on the date of such prepayment a prepayment fee equal to:

if such prepayment occurs from the first Utilisation Date under this Agreement to (but excluding) the date falling eighteen (18) months after such Utilisation Date (the “First Call Date”), one per cent. (1%) of the aggregate amount prepaid;

if such prepayment occurs on or after the First Call Date, zero prepayment fee shall be required to be paid.

The Borrower may make a prepayment under this Clause 7.3 (Voluntary prepayment of Facility) no more than four (4) times in every 12-month period.

Mandatory Prepayment Events

A Mandatory Prepayment Event shall occur if:

any Aircraft is subject to a Final Disposition in accordance with the terms of the UKSAR2G Contract or paragraph (b) of Clause 18.16 (Sale of Collateral) applies;

an Aircraft is subject to an Event of Loss;

the UKSAR2G Contract is:

terminated; or

subject to a Partial Termination.

an Intercompany Lease of an Aircraft, if any, is terminated unless a replacement Intercompany Lease is entered into for such Aircraft and such replacement Intercompany Lease is subject to a Lease Assignment, in each case, on or prior to such termination;

the Borrower is replaced by a Replacement Supplier which does not meet the requirements set out in Clause 19.1(g) (Provisions relating to the UKSAR2G Contract).

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(i), the Release Amount in respect of the Aircraft which is the subject of a Final Disposition will become immediately due and payable by the Borrower.

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(ii), the Borrower shall repay the Loan made in relation to the Aircraft that is subject to the Event of Loss in the amount of the Release Amount as it relates to such Aircraft, promptly upon its receipt of the insurance proceeds relating to such Event of Loss but in no event later than ninety (90) days after the occurrence of such Event of Loss (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such insurance proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing, the Agent shall promptly remit to the Borrower any such insurance proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement.

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in sub-paragraph (A) of Clause 7.4(a)(iii), the Agent may (acting on the instructions of the Majority Lenders) declare that the Loans shall immediately become due and payable by the Borrower.

At any time following the occurrence of a Mandatory Prepayment Event, in the case of a Mandatory Prepayment Event described in sub-paragraph (B) of Clause 7.4(a)(iii), the Borrower shall repay the relevant Loan in the amount of the Release Amount as it relates to such Aircraft promptly upon its receipt of the compensation proceeds relating to such Partial Termination but in no event later than ninety (90) days after the occurrence of such Partial Termination (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such compensation proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing and no LTV Trigger Event is continuing, the Agent shall promptly remit to the Borrower any such compensation proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement.

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(iv), the Release Amount in respect of the Aircraft which is not subject to an Intercompany Lease which is subject to a Lease Assignment, will become immediately due and payable by the Borrower.

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(v), the Agent may (acting on the instructions of the Majority Lenders) declare that the Loans shall immediately become due and payable by the Borrower.

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),

On receipt of a notice of cancellation referred to in paragraph (a) above, the Available Commitment(s) of that Lender shall be immediately reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower to which the Loans are outstanding shall repay that ▇▇▇▇▇▇’s participation in the Loans and that ▇▇▇▇▇▇’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

If:

any of the circumstances set out in paragraph (a) above apply to a Lender; or

an Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender,

The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

the Borrower shall have no right to replace the Agent;

neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Restrictions

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

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and the prepayment fee payable in accordance with paragraph (c) of Clause 7.3 (Voluntary prepayment of Facility).

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

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

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

If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clauses 4.2 (Utilisation Specific Conditions Precedent – First Utilisation) or 4.3 (Utilisation Specific Conditions Precedent – subsequent Utilisation), an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) in will be deemed to be cancelled on the date of repayment or prepayment.

Application of prepayments

Any prepayment of a Loan pursuant to Clause 7.3 (Voluntary prepayment of Loan) shall be applied pro rata to each Lender’s participation in such Loan.

If a Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan) then the amount of the Repayment Instalments for each Repayment Date falling after the prepayment will reduce, at the election of the Borrower:

pro rata across all Repayment Instalments;

in chronological order; or

in inverse chronological order,

If there is a partial prepayment of a Loan pursuant to this Clause 7 (Prepayment and Cancellation) other than a prepayment made in accordance with Clause 7.3 (Voluntary prepayment of Facility), then the amount of the Repayment Instalments for each Repayment Date falling after the prepayment will reduce, at the election of the Agent:

pro rata across all Repayment Instalments;

in chronological order; or

in inverse chronological order,

INTEREST

Calculation of interest

The rate of interest on a Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin; and

Compounded Reference Rate for that day.

If any day during an Interest Period for a Loan is not an RFR Banking Day, the rate of interest on such Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

Payment of interest

Default interest

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

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

Notifications

The Agent shall promptly upon an Interest Payment being determinable notify:

the Borrower of that Interest Payment;

each relevant Lender of the proportion of that Interest Payment which relates to that ▇▇▇▇▇▇’s participation in a Loan; and

the relevant Lenders and the Borrower of:

each applicable rate of interest relating to the determination of that Interest Payment; and

to the extent it is then determinable, the Market Disruption Rate (if any) relating to a Loan.

The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.

The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest relating to a Loan to which Clause 10.2 (Cost of funds) applies.

This Clause 8.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

INTEREST PERIODS

Selection of Interest Periods

The Borrower may select the Interest Period for each Loan in a Utilisation Request.

The Borrower may select each subsequent Interest Period in respect of a Loan in a Selection Notice provided that the same Interest Period shall apply to all Loans.

Each Selection Notice is irrevocable and must be delivered to the Agent no later than the Specified Time.

If the Borrower fails to select an Interest Period in the first Utilisation Request or fail to deliver a Selection Notice to the Agent, then the relevant Interest Period shall, be, three (3) Months.

The Borrower may select an Interest Period of any period specified in the Reference Rate Terms in relation to a Loan.

Save for the first Interest Period in respect of a Loan which shall start on the Utilisation Date for such Loan and end on the first Repayment Date for that Loan, each subsequent Interest Period for that Loan shall start on the last day of its preceding Interest Period for that Loan.

An Interest Period in respect of a Loan that would otherwise extend beyond a Repayment Date shall be of such duration that it shall end on that Repayment Date. The final Interest Period in relation to a Loan shall end on the Termination Date.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Market disruption

a Market Disruption Rate is specified in the Reference Rate Terms; and

before the Reporting Time the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed fifty per cent (50%) of that Loan) that its cost of funds relating to its participation in a Loan would be in excess of that Market Disruption Rate,

Cost of funds

If this Clause 10.2 applies to a Loan for an Interest Period, Clause 8.1 (Calculation of interest) shall not apply to that Loan for that Interest Period and the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the applicable Margin; and

the rate notified to the Agent by that ▇▇▇▇▇▇ as soon as practicable and in any event by the Reporting Time, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

If this Clause 10.2 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

If this Clause 10.2 applies pursuant to Clause 10.1 (Market disruption) and:

a Lender’s Funding Rate is less than the Market Disruption Rate; or

a Lender does not notify a rate to the Agent by the Reporting Time,

If this Clause 10.2 applies the Agent shall, as soon as is practicable, notify the Borrower.

FEES

Structuring fee

Facility fee

Agency fee

Security Agent fee

Commitment fee

The Borrower shall pay to the Agent (for the account of each Lender) a commitment fee computed at a rate of thirty-five (35) per cent. per annum of the Margin on that ▇▇▇▇▇▇’s Available Commitment from time to time until the expiry of the Availability Period.

The commitment fee shall accrue daily during the Availability Period and shall be payable in arrears:

on the last day of each successive period of three (3) Months which ends during the Availability Period, provided that the Borrower may elect that the accrued commitment fee shall be payable instead of each Repayment Date;

on the last day of the Availability Period; and

if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

No amount of commitment fee shall be refundable in any circumstances.

Work fee

Other fees

TAX GROSS-UP AND INDEMNITIES

Definitions

where it relates to a Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that ▇▇▇▇▇▇’s name in Part II of Schedule 1 (The Original Parties) and is filed with HM Revenue & Customs within thirty (30) days of the date of this Agreement; or

where it relates to a Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as a Lender and, is filed with HM Revenue & Customs within thirty (30) days of that date;

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a Lender:

which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

a Lender which is:

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is:

a company so resident in the United Kingdom; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

a Treaty Lender; or

a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an advance under a Finance Document.

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is:

a company so resident in the United Kingdom; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

is treated as a resident of a Treaty State for the purposes of the Treaty;

does not carry on a business in the United Kingdom through a permanent establishment with which that ▇▇▇▇▇▇’s participation in a Loan is effectively connected; and

fulfils all other conditions which must be fulfilled in order to benefit from full exemption under the relevant Treaty and United Kingdom domestic law from Tax imposed by the United Kingdom on interest payable to that Lender in respect of an advance under a Finance Document, including the completion of any necessary procedural formalities.

Tax gross-up

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

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

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

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the published interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority (other than any change that occurs pursuant to, or in connection with the adoption, ratification, approval or acceptance of, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 24 November 2016 in or by any jurisdiction); or

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:

an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that ▇▇▇▇▇▇ has received from the Obligor making the payment or from the Borrower a certified copy of that Direction; and

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:

the relevant Lender has not given a Tax Confirmation to the Borrower; and

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the basis that the Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

the relevant Lender is a Treaty Lender and the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) or (h) (as applicable) below.

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

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Subject to paragraph (ii) below, a Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

A Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and

a Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above and:

the Borrower making a payment to that ▇▇▇▇▇▇ has not made the Borrower DTTP Filing in respect of that Lender; or

the Borrower making a payment to that ▇▇▇▇▇▇ has made the Borrower DTTP Filing in respect of that Lender but:

the Borrower DTTP Filing has been rejected by HM Revenue & Customs;

HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within thirty (30) Business Days of the date of the Borrower DTTP Filing; or

HM Revenue & Customs has given the Borrower authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or otherwise terminated or expired (or is due to otherwise terminate or expire within the next three (3) months),

If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no Obligor shall make the Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that ▇▇▇▇▇▇’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.

The Borrower shall, promptly on making the Borrower DTTP Filing, deliver a copy of the Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

A UK Non-Bank Lender shall promptly notify the Borrower and the Agent if there is any change in the position from that set out in the Tax Confirmation.

If:

a Tax Deduction should have been made in respect of a payment made by or on account of an Obligor to a Lender under a Finance Document;

either:

the relevant Obligor (or the Agent, if it is the applicable withholding agent) was unaware, and could not reasonably be expected to have been aware, that such Tax Deduction was required and as a result did not make the Tax Deduction or made a Tax Deduction at a reduced rate;

in reliance on the notifications and confirmation provided pursuant to Clause 12.5 (Lender Status Confirmation), the relevant Obligor did not make such Tax Deduction or made a Tax Deduction at a reduced rate; or

any Finance Party has not complied with its obligation under paragraphs (b) above and as a result the relevant Obligor did not make the Tax Deduction or made a Tax Deduction at a reduced rate; and

the applicable Obligor would not have been required to make an increased payment under paragraph (d) above in respect of that Tax Deduction or increased Tax Deduction,

Tax indemnity

The Borrower shall (within ten (10) Business Days of demand by the Agent) pay (or procure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party reasonably and in good faith determines will be or has been suffered for or on account of Tax by that Protected Party:

in relation to the relevant sum received or receivable under a Finance Document from an Obligor; or

arising from the purchase, sale, import, export, registration, non-registration, ownership, leasing, subleasing, performance, transportation, management, servicing, operation, possession, parting with possession, use, disposal, control, condition, testing, acceptance, storage, condition, delivery, non-delivery, design, manufacture, modification, overhaul, conversion, repair, refurbishment, replacement, loss, damage, removal, redelivery, inspection, insurance, reinsurance, lack of insurance, lack of reinsurance, or maintenance of any Aircraft, Engine or Part by any person (whether in the air or on the ground).

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

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

under the law of any jurisdiction in which that Finance Party’s Facility Office or other permanent establishment (other than a permanent establishment arising solely from being party to or receiving payments under the Finance Documents) is or has been located in respect of amounts received or receivable in that jurisdiction (or in respect of amounts attributable or allocable to the permanent establishment),

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 12.2 (Tax gross-up);

would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated because any of the exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied;

(for the avoidance of doubt) is compensated for by Clause 12.6 (Stamp taxes) or Clause 12.7 (VAT) (or would have been so compensated by either Clause but was not so compensated because any of the exceptions set out in the relevant Clause applied);

(for the avoidance of doubt) is suffered or incurred in respect of any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy);

is determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Protected Party; or

relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent on becoming aware of the event which will give, or has given, rise to the claim, following which the Agent shall promptly notify the Borrower.

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

Tax Credit

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

that Finance Party (or any Affiliate) has obtained and utilised that Tax Credit,

Lender status confirmation

not a Qualifying Lender;

a Qualifying Lender (other than a Treaty Lender); or

a Treaty Lender (on the assumption that all procedural formalities have been completed).

Stamp taxes

(for the avoidance of doubt and without prejudice to Clause 15.2(a) (Limitation of Liability)) any such stamp duty, registration or other similar Tax payable in respect of an assignment or transfer of a Loan (or part thereof) by that Finance Party or other disposal of a Finance Party’s rights or obligations under a Finance Document; or

to the extent that such stamp duty, registration or other similar Tax becomes payable upon a voluntary registration made by any Finance Party if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of any Finance Party or obligations of any Party under a Finance Document.

VAT

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (upon such Finance Party providing an appropriate VAT invoice to that Party).

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably and in good faith determines relates to the VAT chargeable on that supply; and

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably and in good faith determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably and in good faith determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this Clause 12.7 (VAT) to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

FATCA information

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Paragraph (a) above shall not oblige any Party to do anything which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

INCREASED COSTS

Increased Costs

Subject to Clause 13.3 (Exceptions) the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

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

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

Increased Cost claims

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

Exceptions

Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by an Obligor;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);

compensated for by Clause 12.6 (Stamp taxes) or Clause 12.7 (VAT) (or would have been so compensated but was not so compensated solely because any of the exceptions set out in the relevant Clause applied);

(for the avoidance of doubt) suffered or incurred in respect of any Bank Levy (or any payment attributable to, or any liability arising as a consequence of, a Bank Levy); or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to that term in Clause 12.1 (Definitions).

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against that Obligor;

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

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

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

Other indemnities

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties);

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

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

any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Obligor or Related Party of an Obligor, and regardless of whether any Indemnitee is a party thereto; or

the ownership, possession, use, non-use, substitution, interchange, airworthiness, control, delivery, maintenance, repair, operation, registration, re-registration, replacement, condition, sale, purchase, lease, sublease, pooling, storage, modification, location, alteration, return, transfer or other disposition of the Aircraft, the airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Borrower, any other Obligor or any Permitted Third Party User or any other person;

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses:

are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee; or

result from a claim brought by the Borrower or any other Obligor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Finance Document if the Borrower or such ▇▇▇▇▇▇▇ has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction;

relate to a FATCA Deduction required to be made by a Party; or

relate to Taxes, other than Taxes that represent losses, claims, damages, liabilities or related expenses arising from a non-Tax claim.

The Borrower, upon demand by the Agent, the Security Agent or a Lender at any time, shall indemnify the Finance Party (on its behalf or an Indemnitee’s behalf) for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding paragraph.

Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against:

any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default;

entering into or performing any foreign exchange contract for the purpose of paragraph (b) of Clause 29.9 (Change of currency);

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

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement,

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent ((i) otherwise than by reason of the Agent’s gross negligence or wilful misconduct, or (ii) in the case of any cost, loss or liability pursuant to Clause 29.10 (Disruption to Payment Systems etc.), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents),

provided that such indemnity shall not, as to the Agent, be available to the extent that such losses, claims, damages, liabilities or related expenses:

are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Agent; or

result from a claim brought by the Borrower or any other Obligor against the Agent for breach in bad faith of Agent’s obligations hereunder or under any other Finance Document if the Borrower or such Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.

The Borrower, upon demand by the Agent, at any time, shall indemnify the Agent for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding paragraph.

Indemnity to the Security Agent

The Borrower shall promptly indemnify the Security Agent and every Receiver and Delegate:

against any cost, loss or liability incurred by any of them as a result of:

any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);

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

the taking, holding, protection or enforcement of the Transaction Security;

acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct);

the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; and

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

provided that, otherwise than in relation to Clauses 14.4(a)(i)(A), 14.4(a)(i)(C), 14.4(a)(i)(D) and 14.4(a)(i)(E), such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses:

are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Security Agent; or

result from a claim brought by the Borrower or any other Obligor against the Security Agent for breach in bad faith of Security Agent’s obligations hereunder or under any other Finance Document, if the Borrower or such ▇▇▇▇▇▇▇ has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.

The Borrower, upon demand by the Security Agent, at any time, shall indemnify the Security Agent for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding paragraph.

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

MITIGATION BY THE LENDERS

Mitigation

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

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

COSTS AND EXPENSES

Transaction expenses

this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

any other Finance Documents executed after the date of this Agreement.

Amendment costs

an Obligor requests an amendment, waiver or consent; or

an amendment is required pursuant to Clause 29.9 (Change of currency), the Borrower shall, within three (3) Business Days of demand, reimburse each of the Agent, and the Security Agent for the amount of all costs and expenses (including, but not limited to, legal fees) reasonably incurred by the Agent and the Security Agent (and in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

Enforcement and preservation costs

Reference rate transition costs

UKSAR2G Addendum associated costs

REPRESENTATIONS

Existence and Power

is duly organized or incorporated, validly existing and in good standing as a limited liability company under the laws of the jurisdiction of its organisation;

has all requisite power and authority to carry on its business as now conducted; and

is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

Organisational power; authorisation

Governmental approvals; no conflicts

do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect;

will not violate any Requirements of Law applicable to the Borrower or any judgment, order or ruling of any Governmental Authority;

will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its respective assets or give rise to a right thereunder to require any payment to be made by the Borrower; and

will not result in the creation or imposition of Security on any asset of the Borrower prohibited under the Finance Documents.

Financial statements

Litigation

There are no proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower, or affecting the Borrower’s ability to comply with its obligations under the Finance Documents, in each case which, if decided adversely, could reasonably be expected to have a Material Adverse Effect.

On the relevant Utilisation Date, there are no proceedings pending or, to the knowledge of the Borrower, threatened affecting the Aircraft against which a Utilisation has been made under this Facility and the Aircraft against which the relevant Utilisation is being made on that Utilisation Date or the Collateral in relation to such Aircraft, which, if decided adversely, could reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Agreements

all Requirements of Law and all judgments, decrees and orders of any Governmental Authority; and

all material indentures, material agreements or other material instruments binding upon it or its properties, except in each case where non-compliance could not reasonably be expected to result in a Material Adverse Effect.

Investment Company Act, etc.

Margin Regulations

Ownership of Collateral

The Borrower has, and shall continue to have, good and marketable title to its Collateral, in each case free and clear of Security, except for Permitted Security.

The Transaction Security is and shall remain validly created and perfected (subject to completion of the registrations with the Civil Aviation Authority of the United Kingdom and the Registrar of Companies for England and Wales) and has and shall continue to have first priority over any other Security pursuant to all applicable law, free and clear of all other Security, except Permitted Security.

All filings, recordings, registrations or other actions necessary or desirable in order to vest such title in the Borrower, and establish, perfect and give first priority to the Transaction Security and other rights and interests in, against or with respect to the Collateral owned by the Borrower, have been duly effected (subject to completion of the registrations with the Civil Aviation Authority of the United Kingdom and the Registrar of Companies for England and Wales), and all Impositions in connection therewith have been duly paid as and when payable.

On the relevant Utilisation Date, the Aircraft against which the relevant Utilisation is being made on that Utilisation Date is insured in accordance with Clause 18.8 (Insurance).

For the purposes of this Clause 17.9, any reference to the “Collateral” shall refer to the Collateral in respect of the Aircraft against which the relevant Utilisation is being made on the relevant Utilisation Date.

Disclosure

OFAC

Compliance with Patriot Act and Other Laws

the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto;

all applicable provisions of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001);

and all anti-money laundering and anti-corruption laws applicable to it.

Security Documents

is effective to create in favour of the Security Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in or lien or charge against or collateral assignment of all right, title and interest of the Borrower in the Collateral described therein except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; and

when necessary financing statements in appropriate form are filed in the offices specified by the Borrower, and when International Interests are recorded on the International Registry and all applicable filings are made with the Civil Aviation Authority of the United Kingdom and the Registrar of Companies for England and Wales the security interest created by such Mortgage, the Account Charge, such Security Assignment and any Lease Assignment shall constitute a perfected Security on, and security interest in, all right, title and interest of the Borrower in such Collateral described therein, in each case prior and superior in right to any Security granted in favour of any person that is prohibited hereunder.

Insolvency

ERISA

Taxes

Initial Appraised Value

Compensation payments under UKSAR2G Contract

COVENANTS

Financial statements and other information

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Parent Guarantor, a copy of the annual audit report for such Fiscal Year for the Parent Guarantor and its Subsidiaries, containing a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Parent Guarantor and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year (without qualification as to scope of audit or any going concern explanation or limitation), accompanied by a certificate from the Parent Guarantor’s certified public accountant stating that such financial statements fairly present in all material respects the financial condition and the results of operations of the Parent Guarantor and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP;

as soon as available and in any event within forty five (45) days after the end of each Fiscal Quarter of the Parent Guarantor, an unaudited consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Parent Guarantor’s previous Fiscal Year;

as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Borrower, an unaudited balance sheet of the Borrower for such Fiscal Year and the related unaudited statements of income of the Borrower for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year;

as soon as available and in any event within forty five (45) days after the end of each Fiscal Quarter of the Borrower, an unaudited balance sheet of the Borrower as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income of the Borrower for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous Fiscal Year;

concurrently with the delivery of the financial statements referred to in clauses (i) and (ii) above, a Compliance Certificate signed by the chief financial officer or treasurer or controller of the Parent Guarantor (i) certifying as to the accuracy of such financial statements, (ii) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, and (iii) stating whether any change in the application of GAAP has occurred since the date of the Parent Guarantor’s audited financial statements delivered in connection with the closing of this Agreement and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and

promptly following any reasonable request therefor, such other information regarding the results of operations, business affairs and financial condition of the Borrower as the Agent or any Lender may reasonably request and any information required by a Lender in respect of its “know your customer” requirements.

Notice of Material Events

the occurrence of any Default or Event of Default;

the occurrence of any Event of Loss or other event or condition of which the Borrower is aware that could reasonably be expected to become an Event of Loss;

the occurrence of any damage to an Aircraft exceeding the Major Damage Threshold upon becoming aware of such damage unless such material damage is fully covered by the relevant Maintenance Program;

the commencement of any litigation or governmental proceeding of the type described in Clause 17.5 (Litigation);

any dispute between any the Borrower and any Governmental Authority or other party that involves the Aircraft or any other Collateral which might materially interfere with the normal business operations of the Borrower that, in each case, could reasonably be expected to result in a Material Adverse Effect.

Existence; conduct of business

Compliance with Laws etc.

Payment of Obligations

Books and records

Maintenance of Aircraft; title; security interest

The Borrower at all times will procure that the Aircraft are operated and maintained under and in compliance with the laws and regulations of the Governmental Authority of the State of Registration and any other applicable provision of all Applicable Standards. Unless otherwise expressly permitted hereunder, the Borrower (or its Affiliate under lease from the Borrower) shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by applicable Governmental Authority), and no other person shall operate the Aircraft other than under leases permitted hereby. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the applicable Governmental Authority.

Provided that no Event of Default exists and is continuing, the Borrower may enter into one or more Permitted Third Party Agreements with a Permitted Third Party User, and permit to exist Permitted Third Party Agreements affecting the Aircraft between Permitted Third Party Users, so long as:

such Permitted Third Party User’s rights and interests (including any right it might otherwise have under applicable law to the quiet possession and enjoyment of the airframe or Engines) under the Permitted Third Party Agreement shall be and remain at all times expressly subject and subordinate to the Security created pursuant to the applicable Finance Documents in and with respect to the Collateral and each Lender’s and the Security Agent’s rights and remedies under this Agreement and the other Finance Documents;

the insurance required under this Agreement remains in full force and effect and in compliance with the terms hereof, permits and covers such use and could not be cancelled as a result of such use;

such Permitted Third Party Agreement and the Permitted Third Party User’s permitted use of the Aircraft thereunder, is not inconsistent with and does not violate the provisions of this Agreement or any of the other Finance Documents and does not cause the Borrower to breach any of its representations, warranties or agreements under this Agreement or any of the other Finance Documents;

the Borrower ensures that such Permitted Third Party User complies with the requirements of this Clause 18.7 (Maintenance of Aircraft; title; security interest);

each Lender shall have the right, but not the obligation, to (A) require reasonable evidence that any Permitted Third Party User satisfies the requirements provided herein, and (B) review any such Permitted Third Party Agreement, as from time to time supplemented and amended, to determine its conformity with the provisions hereof, but without assuming any responsibility with respect thereto;

neither the Borrower, nor any Permitted Third Party User shall make, nor permit to be made, any filing or registration with respect to any Permitted Third Party Agreement, except for any “Truth in Leasing” filing that may be required under applicable law and filings required under this Agreement, including without limitation a filing of an International Interest on the International Registry;

such Permitted Third Party Agreement does not require the registration of the Aircraft with the aviation authority in the State of Registration to be changed all registrations and filings relating to the protection of the Security Agent’s interests have been made, including all International Interests (if applicable) and Security Agent has received an opinion from counsel that made the filings on the International Registry to that effect;

the Security Agent has received a new operator’s certificate (to the extent a new Permitted Third Party User is involved); and

Security Agent has been provided with a new Subordination Agreement (to the extent a new Permitted Third Party User is involved) and a legal opinion from independent counsel with respect to such.

While certain obligations of the Borrower under the Finance Documents may be performed by one or more of the Permitted Third Party Users:

no such Permitted Third Party Agreement shall reduce any of the Borrower’s obligations, or any Lender’s or the Security Agent’s rights, under any of the Finance Documents; provided, however, that any such performance shall satisfy the Borrower’s obligations with respect thereto to the extent that such performance fully and timely satisfies the Borrower’s obligations in strict accordance with the terms of the Finance Documents;

all of the Borrower’s obligations under the Finance Documents shall be and remain primary and continue in full force and effect as the obligations of a principal and not of a guarantor or surety; and

no Lender is waiving the right to require full and timely performance of any such obligations in strict accordance with the provisions hereof and of the other Finance Documents.

By way of clarification and not limitation, with respect to any provisions of this Agreement or any of the other Finance Documents requiring the Borrower to take or refrain from taking an action relating to the Aircraft or any of the other Collateral, such provision may also be read to mean that the Borrower shall cause the same to be done in accordance therewith, if at that time the Aircraft or such other Collateral is in the possession or control of an Permitted Third Party User pursuant to a Permitted Third Party Agreement.

The Aircraft shall be kept in configuration appropriate for search and rescue operations under the UKSAR2G Contract.

The Borrower and any Permitted Third Party User may fly the Aircraft temporarily to, but not habitually base an Aircraft in, any country in the world (other than the United Kingdom), unless:

such relocation is required in connection with the maintenance of such Aircraft pursuant to the Maintenance Program to be performed in a Permitted Maintenance Jurisdiction and the Aircraft returns to the United Kingdom within one hundred and fifty (150) consecutive days of such Aircraft’s departure from the United Kingdom; or

such relocation is at the request of the Department,

provided that (excluding as contemplated in clause (i) and clause (ii) above):

the Aircraft shall not remain in such country or habitually operate in and out of such country, for a period of more than thirty (30) consecutive days and there shall be at least thirty (30) days between such thirty (30) consecutive day periods; and

the Aircraft shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise):

that is excluded from insurance coverage (or specifically not covered by such insurance)

which is prohibited by the export laws and regulations or the Foreign Asset Control Regulations of the United States or any applicable sanctions, orders or legislation, from time to time promulgated by any of the United Nations or the European Union or that is subject to the United States, United Nations or European embargoes or with which the United States, United Nations or European Union does not maintain favourable diplomatic or similar relations;

to the extent that payment of any claim under insurance coverage directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America; or

in violation of any of the Finance Documents or any Applicable Standards.

The Borrower shall adopt, implement and comply with all security measures required by any applicable law, or by any required insurance, or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts.

The Borrower agrees that, with respect to the Collateral, the Borrower will, or will procure a Permitted Third Party User to, at its own expense:

maintain, inspect, service, repair, overhaul and test the same in accordance with Applicable Standards;

make any alterations or modifications that may at any time be required to comply with Applicable Standards, and to cause such Aircraft to remain airworthy;

furnish all required parts, replacements, mechanisms, devices and servicing so that the condition and operating efficiency thereof will at all times be no less than its condition and operating efficiency as and when delivered to the Borrower, ordinary wear and tear from proper use alone excepted;

promptly replace all parts:

which become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever; or

if not previously replaced pursuant to clause (A) above, as and when required by any Applicable Standards, including any applicable life limits; and

maintain (in English) all Records in accordance with Applicable Standards. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and personnel utilizing replacement parts approved by the manufacturer of (as applicable) such Collateral.

Without limiting the foregoing, the Borrower shall, or will procure that a Permitted Third Party User shall, comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. If the Aircraft is removed from the manufacturer’s or other third party’s Maintenance Program, the Borrower agrees promptly to assign any rights under any applicable and unexpired manufacturer’s or supplier’s warranty relating to the Aircraft to Security Agent.

The Borrower will not make or authorise any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard. All repairs, parts, replacements, mechanisms and devices added by the Borrower or on its behalf (except for Company Additions) shall immediately, without further act, become part of the Aircraft and subject to the Security granted to the Security Agent pursuant to the applicable Finance Documents.

Insurance

maintain, with insurers of recognised standing who normally participate in aviation insurances which are not Affiliates of the Borrower (other than Kingsmill Insurance Company Limited), insurance with respect to its Aircraft and other Collateral in such amounts with such deductibles and covering general liability and all risk of physical damage, including for hull and war, as is customarily carried by the Parent Guarantor’s global aviation placement in effect from time to time and name each Finance Party as additional insured on liability insurance policies and Security Agent as loss payee (pursuant to the lender loss payee endorsement approved by the Security Agent) in respect of any hull insurance, in each case with respect to the Aircraft and other Collateral.

Anything herein to the contrary notwithstanding, at all times prior to the expiry or termination of this Agreement:

the insurance required hereunder covering an Aircraft and other Collateral shall be for an amount equal to at least 110% of the outstanding Loan for that Aircraft at the time of the most recent annual renewal of the Parent Guarantor’s global aviation placement; and

the insurance provided by Kingsmill Insurance Company Limited shall not exceed fifteen per cent. (15%) of the overall insurance coverage in Parent Guarantor’s global aviation placement.

The Borrower will provide the Agent with draft insurance certificates at least seven (7) days before each renewal and signed certificates on or prior to thirty (30) days after each renewal evidencing insurance that complies with this Clause 18.8 (Insurances).

In the event of any damage to, or loss, theft or destruction of, the Aircraft by any cause whatsoever, all insurance proceeds in respect of the Aircraft shall be paid to the Borrower in trust for the repair and restoration of the Aircraft to good repair, condition and working order, unless such event resulted in an Event of Loss of the Aircraft, in which case the provisions of Clause 7.4 (Mandatory Prepayment Events) hereto shall apply. Notwithstanding the foregoing, if, at the time any payment of insurance proceeds in respect of the Aircraft is to be made to the Borrower, a Relevant Default or an Event of Default has occurred and is continuing, such payment shall not be made to the Borrower, but rather such payment shall be made to, or retained by, the Security Agent and shall be applied to the payment of the Secured Obligations in accordance with Clause 31 (Application of Proceeds).

Use of proceeds

Further assurances

Sanctions; Anti-Corruption laws

The Borrower will maintain in effect and enforce policies and procedures designed to procure compliance, in all material respects, by the Borrower, its Subsidiaries and their respective directors and officers with applicable Sanctions and the United States Foreign Corrupt Practices Act of 1977, as amended, or any other Anti-Corruption Law applicable to it.

The Borrower will not request the Borrowing, and the Borrower shall not, and the Borrower shall ensure that its Subsidiaries shall not, directly or, to its knowledge, indirectly, use the proceeds of the Borrowing (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any applicable Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would cause any Lender, the Agent, or the Security Agent to be in violation of applicable Sanctions and nor will the Borrower permit any Permitted Third Party User to operate the Aircraft in violation of any applicable Sanctions or in a manner which would result in any Lender, the Agent or the Security Agent to be in violation of applicable Sanctions.

The Borrower is acting for its own account, and the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat money laundering, including but not limited to such law, official requirement or other regulatory measure or procedure under the USA PATRIOT Improvement and Reauthorization Act of 2005 (Pub. L. 109-177 (signed into law March 9, 2006)), as amended and in effect from time to time, any European Union law, or other applicable law.

Taxes

The Borrower will, and will procure that each other Obligor and each Permitted Third Party User will, file with the appropriate taxing authorities all Federal, state and local income tax returns that are required to be filed and all registrations, declarations, returns and other documentation with respect to any personal property Taxes (or any other Taxes in the nature of or imposed in lieu of property taxes, in each case, due or to become due with respect to the Aircraft or any of the other Collateral.

Except as would not be expected to result in a Material Adverse Effect, the Borrower will and will procure that each other Obligor and each Permitted Third Party User will:

pay on or before the date when due all Taxes as shown on said returns and all Taxes assessed or billed with respect to the Aircraft or the other Collateral to the appropriate taxing authorities other than Taxes on or measured solely by the net or overall gross income or capital of any Lender; and

pay when due all license and/or registration or filing fees, assessments, governmental charges and sales, use, property, excise, privilege, VAT and other Taxes now or hereafter imposed by any governmental body or agency upon the Borrower, other Obligors, each Permitted Third Party User, or the Aircraft or any of the other Collateral other than Taxes on or measured solely by the net or overall gross income or capital of any Lender, with respect to the landing, airport use, manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, chartering, operation, possession, use or disposition of the Aircraft or any of the other Collateral, or any interest therein (the items referred to in (i) and (ii) above, other than Taxes on or measured solely by the net or overall gross income or capital of any Lender, being referred to herein collectively, as “Impositions”).

The Borrower may delay payment of the Taxes referenced in paragraph (b)(i) above if and to the extent:

the Borrower, other Obligors or Permitted Third Party Users (as applicable) are contesting any such assessment in good faith, with due diligence and by appropriate proceedings, so long as such proceedings do not involve, any material danger of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto;

the Borrower, other Obligors or Permitted Third Party Users (as applicable) have established, in accordance with GAAP or other appropriate provisions satisfactory to the Agent, adequate reserves to pay any contested Tax amounts; and

the Borrower otherwise keeps the Agent updated on the status of such contest upon request.

Aircraft Registration

its Aircraft to be effectively and otherwise validly registered in the Borrower’s or the Permitted Third Party User’s name on the applicable registries in the State of Registration; and

the registration number then currently assigned to each Aircraft to remain authorized for use by the Borrower or the Permitted Third Party User on such Aircraft, in each case, in accordance with all applicable registration requirements of the applicable jurisdiction.

Inspection

Negative Pledge

The Borrower will warrant and defend its good and marketable title to the Aircraft owned by it and the associated Collateral, and the validity, perfection and first priority of the Security in the Collateral granted pursuant to the applicable Finance Documents, against all other Security, claims and demands whatsoever, except Permitted Security.

Without limiting the generality of the foregoing, the Borrower:

will not create, assume or suffer to exist any Security on or with respect to the Collateral or the Borrower’s interest therein (other than Permitted Security); and

will promptly take such action, as directed by the Security Agent to duly discharge any such Security that does not constitute Permitted Security.

Sale of Collateral

to deliver possession of the Aircraft or any associated Collateral:

to any person for testing, service, repair, maintenance, overhaul, alteration, modification and replacement, if and to the extent consistent with the provisions of the Finance Documents; or

to any Permitted Third Party User under a Permitted Third Party Agreement; or

to sell or transfer for value one or more Aircraft and associated Collateral to the Parent Guarantor or to other Subsidiaries of the Parent Guarantor, as long as:

either:

the transferee promptly executes an English law mortgage (in the form of the Mortgage), a Lease Assignment and an Intercompany Lease to the transferee in favour of the Security Agent covering such Aircraft and associated Collateral and securing the Secured Obligations (which mortgage’s lien, security interest, and international interest and Lease Assignment shall be perfected by appropriate registrations and filings and which Mortgage’s and Lease Assignment’s enforceability shall be confirmed by legal opinion);

the Borrower procures the transferee complies with all covenants in this Agreement in relation to the Aircraft (including, without limitation, Clause 18.7 (Maintenance of Aircraft; title; security interest), 18.8 (Insurance), 18.10 (Further Assurances), 18.13 (Aircraft Registration), 18.14 (Inspection), 18.15 (Negative Pledge) and this Clause 18.16 (Sale of Collateral) or appropriate covenants are included in the mortgage and be entered into by such transferee;

transferee executes a guarantee (similar in form to the Parent Guarantee, the BULL Guarantee and the BALL Guarantee), which guarantee’s enforceability and the guarantor’s authority is confirmed by legal opinion and provides an officer’s certificate certifying as its organizational documents and resolutions or other organizational approvals of the transferee; and

the Parent Guarantee, the BULL Guarantee and the BALL Guarantee remain in place and effective; or

the Borrower makes an optional prepayment of the Release Amount in accordance with the terms of this Agreement.

Investment Company

UKSAR2G Contract

The Borrower shall procure that, throughout the Security Period, each of the Aircraft which is required to be subject to the Security Documents hereunder remains subject to the terms of the UKSAR2G Contract.

The Borrower shall not make any changes to the UKSAR2G Contract, unless such changes, in each case, would not materially adversely affect the rights of the Finance Parties under this Agreement.

Termination Right under UKSAR2G Contract

Breakage Costs Payments

Collection Account

The Borrower shall, on and from the opening of the Collection Account and at all times thereafter during the Security Period, maintain the Collection Account.

The Borrower shall make, no payments to, or withdrawals from, the Collection Account (and the Borrower undertakes that it shall not make and shall procure that no other Obligor makes any such payments or withdrawals) except as permitted by this Agreement or the other Finance Documents.

The Borrower shall ensure that immediately following the opening of the Collection Account:

all Net Cash Proceeds shall be paid directly into the Collection Account; and

all Net Cash Proceeds arising prior to the opening of the Collection Account shall be immediately transferred to the Collection Account,

Following the opening of the Collection Account, the Borrower shall pay or procure payment of the applicable LTV Required Amount into the Collection Account pursuant to Clause 21.1 (LTV Test).

PROVISIONS IN RELATION TO UKSAR2G CONTRACT

Provisions relating to the UKSAR2G Contract

The Borrower, the Security Agent, the Agent and each Lender agree and acknowledge that the relationship between the Department and the Borrower will be governed by the UKSAR2G Contract pursuant to which the Borrower provides search and rescue services on a long-term basis on behalf of the Department for that Aircraft.

The Borrower, the Security Agent, the Agent and each Lender further agree and acknowledge that the Department has certain rights under the UKSAR2G Contract, such as step-in rights under Section 33 of the UKSAR2G Contract (“UKSAR2G Contract Condition 33”), and the right to purchase the Aircraft or to require that the Borrower’s interest in the Aircraft be transferred to a new supplier, under clauses 6 and 7 of Schedule 22 of the UKSAR2G Contract (“UKSAR2G Contract Condition 6”), which shall, together with the Assurance Letter, control as between the Borrower, the Security Agent, the Agent and the Lenders, notwithstanding any conflicting provision set forth in this Agreement or in any of the Finance Documents (other than the Assurance Letter and Clause 20 (ITAR) hereof).

In the event that the Department exercises its right, in its sole discretion, to require the transfer of ownership of any Aircraft under UKSAR2G Contract Condition 6, contemporaneously with the receipt by the Security Agent of payment from the Department of the Fair Market Value (as such term is

Subject to the terms of this Agreement and the other Finance Documents, in the case of a release of the Finance Parties’ Liens by reason of the receipt of the FMV Payment in respect of any Aircraft, the Agent (or the Security Agent as applicable) shall apply the FMV Payment to the Secured Obligations secured by the applicable Mortgage and as a credit to the Release Amount in respect of such Aircraft. Notwithstanding the release of the Finance Parties’ Liens required under paragraph (c) of this Clause 19.1 (Provisions relating to the UKSAR2G Contract) by reason of receipt of the FMV Payment in respect of any Aircraft, the Borrower shall remain responsible to pay the balance of the Release Amount in respect of such Aircraft. In the event that the FMV Payment received by the Security Agent exceeds the Release Amount in respect of such Aircraft, the refund, retention, or application of such excess shall be governed by the terms of the Assurance Letter.

Within five (5) Business Days of the written request of the Borrower, and at the Borrower’s cost, following:

receipt in full (whether by scheduled payment, prepayment under Clause 7.3 (Voluntary Prepayment of Facility), mandatory prepayment required under Clause 7.4 (Mandatory Prepayment Events), or prepayment under paragraph (c) of this Clause 19.1 (Provisions relating to the UKSAR2G Contract)) of the part of the Loan relating to the applicable Aircraft and all other amounts due and payable in accordance with this Agreement (excluding contingent indemnification obligations and other contingent payment obligations in each case for which no claim has been made); and

the release of the security under the Finance Documents applicable to an Aircraft, the Agent and the Security Agent shall, together with the Borrower, execute and deliver to the Department the notice described in Section 2(a)(ii)(B) of the Assurance Letter.

Notwithstanding anything to the contrary contained in paragraph (c) of this Clause 19.1 (Provisions relating to the UKSAR2G Contract), in connection with any conveyance of title to the Aircraft to the Department or to a Replacement Supplier (as defined below) pursuant to this Clause 19.1 (Provisions relating to the UKSAR2G Contract), it shall be the responsibility of the Borrower (and not the Finance Party) to effect the discharge and release of any liens, charges, mortgages and encumbrances attributable to the Borrower or any of its Subsidiaries other than with respect to the Finance Parties’ Liens.

In the event that the Department exercises its right to replace the Borrower with a replacement supplier (the “Replacement Supplier”) in accordance with the provisions of the UKSAR2G Contract, the Borrower shall within five (5) Business Days notify the Agent before such replacement takes place and shall procure that:

the holding company of such Replacement Supplier shall meet the following conditions:

the Lenders (acting reasonably) are satisfied that such holding company:

complies with all necessary “know your customer” or other similar checks under all applicable laws and regulations and sanctions requirements in accordance with the Agent’s established sanctions policies applicable at that time;

is not in default under any other facility with National Westminster Bank plc as lender or any of its Affiliates;

is not in default of its obligations under any other agreement with another bank or financial institution, having outstanding principal, at any relevant time, of more than £11,000,000 or the equivalent in any other currency; and

such holding company satisfies the financial indicators set out in Clause 3 of Schedule 16 (Financial Distress) of the UKSAR2G Contract in place as at the date hereof; and

such Replacement Supplier is not an entity who is (A) in default under any other facility with National Westminster Bank plc as lender or any of its Affiliates or (B) in default of its obligations under any other agreement with another bank or financial institution, having outstanding principal, at any relevant time, of more than £11,000,000 or the equivalent in any other currency.

ITAR

The parties agree and acknowledge that:

financing of any ITAR-controlled items on the Aircraft are subject to the United States International Traffic in Arms Regulations (“ITAR”) and the terms and conditions of all applicable ITAR authorizations;

transfer of ownership, change of end-use, and export/re-export of any ITAR-controlled items on the Aircraft must be in compliance with ITAR at all times;

any changes in the use of any ITAR-controlled items on the Aircraft or any re-transfers or re-exports of any ITAR-controlled items on the Aircraft will require prior written authorization from the U.S. Department of State;

access to any ITAR-controlled items on the Aircraft and ITAR-controlled technical data related to any ITAR-controlled items on the Aircraft is restricted to only those persons who are authorized by the U.S. Department of State and/or ITAR.

The parties further acknowledge that the manufacturer will export the Aircraft with certain ITAR-controlled items installed thereon from its location in Italy to the United Kingdom, pursuant to one or more DSP-5 export licenses or General Correspondence Requests. When requested by the Borrower, the Agent, the Security Agent and the Lenders shall promptly and without additional cost, furnish the Borrower with any documentation which is reasonably necessary to support the Borrower’s application for any required amendment, renewal or replacement of any such licenses or similar authorisations.

The parties further acknowledge that the ITAR-controlled items and related technical data related to the Aircraft are subject to ITAR. The Agent, the Security Agent and each Lender agrees that no technical data, information or other items in each case which are ITAR-controlled provided by the Parent Guarantor in connection with the Aircraft shall be provided to any foreign persons or to a foreign entity, including without limitation, a foreign employee or subsidiary of the Agent, the Security Agent or any Lender (including those located in the U.S. and the U.K.), without the express written authorization of the appropriate export license, technical assistance agreement or other requisite authorization for technical data or items in each case which is ITAR-controlled.

The parties agree and acknowledge that either party must notify the other of the details and circumstances of any alleged violation or noncompliance with all applicable regulations or government authorizations that relate to the Aircraft.

FINANCIAL COVENANTS

LTV Test

The Borrower shall ensure that the LTV Ratio will be tested annually and on each LTV Test Date, by reference to the Appraisals provided to the Agent attributable to such LTV Test Date.

Subject to Clause 21.1(c) below, the Borrower shall ensure that on any LTV Test Date, the LTV Ratio is not greater than the Maximum LTV Ratio.

If on any LTV Test Date, the LTV Ratio is greater than the Maximum LTV Ratio applicable to such LTV Test Date, the Borrower shall, within sixty (60) days (or such longer period as may be agreed by the Agent, acting in accordance with the instructions of Majority Lenders) after such LTV Test Date (in its sole discretion) elect to:

pay to, or procure the payment to, the Collection Account an amount which is sufficient, when added to the amount calculated as “B” or the purposes of the definition of LTV Ratio, to reduce the LTV Ratio to a percentage equal to or lower than the then applicable Maximum LTV Ratio (the “LTV Required Amount”) provided that each LTV Required Amount shall remain on deposit in the Collection Account until the earlier of:

the subsequent LTV Test Date on which an LTV Trigger Event no longer occurs, or, if earlier, if the Borrower elects to provide an Appraisal on the date falling six (6) months after the initial LTV Test Date where the LTV Trigger Event occurred showing compliance with the then applicable Maximum LTV Ratio, in each case disregarding the amount in the Collection Account;

the date on which the Additional Aircraft Collateral (as defined below) that has a net realisable value equal to the LTV Additional Aircraft Collateral (as defined below) is provided; and

the Termination Date,

provide additional Security over an unencumbered aircraft (“Additional Aircraft Collateral”) acceptable to the Lenders, which, in the opinion of the Majority Lenders has a net realisable value of at least equal to an amount which is sufficient, when aggregated with the amount calculated as “B” for the purposes of the definition of LTV Ratio, to reduce the LTV Ratio to a percentage equal to or lower than the then applicable Maximum LTV Ratio (the “LTV Additional Aircraft Collateral”) provided that each LTV Additional Aircraft Collateral shall remain secured in favour of the Security Agent until the earlier of:

the subsequent LTV Test Date on which an LTV Trigger Event no longer occurs disregarding the LTV Additional Aircraft Collateral; and

the Termination Date, upon which the Borrower may release the LTV Additional Aircraft Collateral provided that, in each case, no Event of Default has occurred and is continuing on such date; or

make a partial prepayment in an amount which is sufficient, when deducted from the amount calculated as “A” for the purpose of the definition of LTV Ratio, to reduce the LTV Ratio to a percentage equal to or lower than the then applicable Maximum LTV Ratio, such prepayment to be applied to discharge the Loans and/or the Other Loans in such manner to be determined by the Agent.

The Borrower (or a Permitted Third Party User on behalf of the Borrower) shall deliver to the Agent, by no later than thirty (30) days after (and excluding) each LTV Test Date, a Compliance Certificate (together with copies of the relevant Appraisal reports) confirming in reasonable detail if the Maximum LTV Ratio is complied with on the relevant LTV Test Date.

EVENTS OF DEFAULT

Non-payment

Other obligations

Misrepresentation

Covenant to maintain in existence

LTV

Failure to perform covenants

Cross default

The Borrower or the Parent Guarantor (whether as primary obligor or as guarantor or other surety) shall fail to make payments when due on any Financial Indebtedness which individually or in the aggregate the principal amount thereof exceeds $50,000,000 (or its equivalent in any other currency or currencies), or breach of any covenant contained in any agreement relating to such Financial Indebtedness causing or permitting the acceleration of such Financial Indebtedness after the giving of notice and the expiration of any applicable grace period;

An Event of Default (as such term is defined in the BULL Facility Agreement) has occurred and is continuing under the BULL Facility Agreement.

An Event of Default (as such term is defined in the BALL Facility Agreement) has occurred and is continuing under the BALL Facility Agreement.

Change of Control

Insolvency