(1)

ACY SN 19002 LIMITED, a company established under the laws of England and Wales having company number 10290248 with its registered office at 16 Old Bailey, London EC4M 7EG, England (the Borrower);

(2)

EXPORT DEVELOPMENT CANADA, of 150 Slater Street, Ottawa, Canada K1A 1K3, as Security Agent (as defined below);

(3)

EXPORT DEVELOPMENT CANADA, as above, as Facility Agent (as defined below); and

(4)

THE BANKS AND FINANCIAL INSTITUTIONS being the Original Lenders (as defined below).

(A)

Pursuant to the Sale Agreement, the Borrower has agreed or will agree to purchase the Aircraft from Aviacion.

(B)

Pursuant to the Lease, the Borrower has agreed or will agree to lease the Aircraft to the Lessee. This Agreement is the "Loan Agreement" referred to in the Lease and the "Senior Loan Agreement" referred to in the Proceeds Deed.

(C)

The Lenders agree to advance the Loan to the Borrower to finance in part its acquisition of the Aircraft.

1

Definitions and interpretation

1.1

Definitions

Accrued Interest Amount means $___________________.

Aerocentury Related Party means the Borrower, the Guarantor and the Lease Manager;

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

Aircraft means the (1) Bombardier CRJ 1000 aircraft described in Schedule 5 (Aircraft) (as more particularly described in the Lease);

Aircraft Mortgage means (a) each first priority mortgage over the Aircraft executed or to be executed by the Borrower in favour of the Security Agent, (b) the Cape Town Security Agreement and (c) any replacement thereof from time to time or any additional mortgage or equivalent security over the Aircraft granted in favour of the Finance Parties (or the Security Agent on their behalf) from time to time;

AMR means the Spanish Aircraft Matriculation Registry (Registro de Aeronaves) and any replacement or successor registry from time to time maintained by the Aviation Authority;

Applicable Law means in relation to any jurisdiction or the European Union, any law, regulation, treaty, directive, decision, rule, regulatory requirement, judgment, order, ordinance, request, guideline or direction or any other act of any Government Entity of such jurisdiction or of any EU Institution whether or not having the force of law and with which any Transaction Party is required to comply, or with which it would, in the normal course of its business, comply;

Assigned Property means any and all property and assets and the rights, title and interest of the Borrower now or at any time expressed to be mortgaged, charged, assigned and/or pledged by the Borrower to the Finance Parties (or the Security Agent on their behalf) pursuant to the Security Documents;

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

Basel 2 Accord means the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel 3 Accord;

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

Basel 2 Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel 2 Regulation in force as at the date hereof (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);

Basel 2 Regulation means (a) any Applicable Law implementing the Basel 2 Accord or (b) any Basel 2 Approach adopted by a Finance Party or any of its Affiliates;

Basel 3 Accord means:

(a)

"Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December, 2010, each as amended, supplemented or restated;

(b)

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

Basel 3 Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel 3 Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);

Basel 3 Regulation means any Applicable Law implementing the Basel 3 Accord save and to the extent that it re-enacts a Basel 2 Regulation;

Bill of Sale means, in respect of the Aircraft, the bill of sale relating thereto from Aviacion in favour of the Borrower;

Borrower's Lien means any Security which is created by or is attributable to the debts or liabilities of the Borrower, save to the extent that such Security either:

(a)

is constituted by the Security Documents; or

(b)

arises as a consequence of the failure by any party (other than the Borrower or any Aerocentury Related Party) to comply with its obligations under the Relevant Documents;

Break Costs means, with respect to an Unpaid Sum, the amount (if any) by which:

(a)

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

(b)

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

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Ottawa, New York (solely in respect of any obligations which are payable in USD), London and Valencia;

Calculation Period means each period determined in accordance with clause 6.5 or, in relation to an Unpaid Sum, each period determined in accordance with clause 6.3;

Cape Town Convention means, together, the Convention and the Protocol;

Cape Town Security Agreement means the security agreement governed by the laws of England entered into, or to be entered into, as the context shall require, between the Borrower and the Security Trustee, in respect of the Aircraft.

Cape Town UK Regulations means the International Interests in Aircraft Equipment (Cape Town Convention) Regulations 2015 by which the Cape Town Convention has been implemented in the United Kingdom;

Centre of Main Interests has the meaning given to that term in the Insolvency Regulation;

Collateral means all the Security, property, assets, powers, rights, title, benefits and interests (both present and future) constituted by, and conferred on the Security Agent under, the Security Documents and all moneys, property or other assets paid or transferred to or vested in the Security Agent (or any Finance Party) or received or recovered by the Security Agent (or any Finance Party) pursuant to, or in connection with, the Security Documents;

Commitment means:

(a)

in relation to an Original Lender, the amount in Dollars set opposite its name in column 3 of Schedule 1 and the amount of any other Commitment transferred to it under this Agreement; and

(b)

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

Companion Aircraft means the Bombardier CRJ 1000 aircraft with manufacturer's serial number 19003 (as more particularly described in the Companion Aircraft Lease Agreement);

Companion Aircraft Borrower means ACY SN 19003 Limited;

Companion Aircraft Event of Default means an "Event of Default" as defined in the Companion Aircraft Senior Loan Agreement;

Companion Aircraft Lease Agreement means the aircraft lease agreement dated 16 November 2010 (as amended from time to time) in respect of the Companion Aircraft originally between Aviacion as lessor and the Lessee as lessee as novated from Aviacion to the Borrower and amended and restated pursuant to the deed of novation and restatement dated on or about the date hereof between the Companion Aircraft Borrower as new lessor, Aviacion as existing Lessor and the Lessee;

Companion Aircraft Relevant Documents means the "Relevant Documents", as defined in the Companion Aircraft Senior Loan Agreement;

Companion Aircraft Senior Loan Agreement means the senior loan agreement entered into, or to be entered into, as the context may require, in respect of the Companion Aircraft between, amongst others, the Companion Aircraft Borrower as borrower, the Security Agent, the Lenders and the Facility Agent;

Companion Aircraft Termination Event means the occurrence of a "Termination Event" as defined in the Companion Aircraft Lease Agreement;

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

Contribution means, in relation to any Lender and the Loan at any time, the principal amount of the Loan owing to such Lender at such time;

Controlling Security Agent has the meaning given to it in the Deed of Cross-Collateralisation;

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

(a)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(b)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC;

CTA means the Corporation Tax Act 2009;

Deed of Cross-Collateralisation means the deed of cross-collateralisation entered into, or to be entered into, between, inter alia, the Borrower, the Companion Aircraft Borrower, the Controlling Security Agent, the Security Agent and the Companion Aircraft Security Agent in respect of, inter alia, the Collateral;

Deed of Novation and Restatement means the deed of novation and restatement dated on or about the date hereof between the Borrower as new lessor, Aviacion as existing lessor and the Lessee;

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

Default Rate means the rate of interest determined pursuant to clause 6.3;

Dollar Account means the following bank account of the Facility Agent:

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

Effective Time Notice has the meaning ascribed to that term in the Deed of Novation and Restatement;

Engine Manufacturer means General Electric Company, a New York corporation of 1 Neumann Way, MD F-104, Cincinnati, Ohio 45215-1988, USA;

EU Institution means (whether having a distinct legal personality or not) the organs of the European Union having power to issue binding laws, regulations, directives, decisions, regulatory requirements, judgments, orders or directions including, without limitation, the European Commission, the European Council, the European Court of Justice, the European Parliament and the European Air Safety Agency;

Euro, EUR or € means the single currency of the Participating Member States and, in respect of all payments to be made under the Relevant Documents in Euros, immediately available, freely transferable funds;

Eurocontrol Letter has the meaning ascribed to that term in the Deed of Novation and Restatement;

Event of Default means any of the events or circumstances described in clause 12.1;

Facility means the term loan facility made available under this Agreement as described in clause 2 (The Facility);

Facility Agent means Export Development Canada or such other person as may be appointed agent for the Lenders pursuant to clause 17.12;

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

Final Payment Date means the final repayment date relating to the Loan specified in Schedule 4;

Finance Documents means this Agreement, the Payment Direction Deed, the Termination Side Letter, the Utilisation Request and the Security Documents and all notices, consents, certificates and other documents and agreements to be issued pursuant to any of the foregoing and all other documents which the Facility Agent, the Borrower and the Lessee agree at any time should be Finance Documents;

Finance Parties means the Lenders, the Security Agent and the Facility Agent and Finance Party means each or any of them (as the context may require);

Fixed Rate means 4.455%;

Government Entity means and includes (whether having a distinct legal personality or not) (i) any national government, political sub-division thereof, or local jurisdiction therein; (ii) any board, commission, department, division, organ, instrumentality, court, regulatory or self-regulatory authority, or agency of any entity referred to in (i) above, however constituted; and (iii) any association, organisation or institution (international or otherwise) of which any entity mentioned in (i) or (ii) above is a member or to whose jurisdiction any thereof is subject or in whose activities any thereof is a participant;

Guarantee means the guarantee from the Guarantor in favour of the Security Agent with respect to the Borrower's obligations under the Relevant Documents;

Guarantor means Aerocentury Corp.;

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which the former is a Subsidiary;

IDERA means an irrevocable deregistration and export request authorisation issued by the Lessee in favour of the Security Agent in the form approved by the Directorate General for Registers and Notaries on 29 February 2016;

Increased Costs has the meaning given to it in clause 14.2.2;

Indebtedness includes any obligation, whether incurred as principal or as surety, for the payment or repayment of money and whether present or future, actual or contingent;

Indemnitees means the Finance Parties and their shareholders, Affiliates, directors, officers, servants, agents and employees;

Insolvency Regulation means Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings (or, for proceedings opened after 26 June 2017, Regulation (EU) No 2015/848 of 20 May 2015 (recast));

Lease means the aircraft lease agreement dated 16 December 2010 in respect of the Aircraft (as amended from time to time) originally between Aviacion as lessor and the Lessee as lessee as novated from Aviacion to the Borrower and amended and restated pursuant to the Deed of Novation and Restatement;

Lease Management Agreement means, in relation to the Lease, the lease management agreement entered into or to be entered into between the Borrower and the Lease Manager;

Lease Manager means Aerocentury Corp. or any other lease manager which the Facility Agent may approve from time to time;

Lease Termination Date means, with respect to the Aircraft, any date on which the Lease Period expires or terminates in accordance with the terms and conditions of the Lease;

Lender means:

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with clause 16 (Assignment, Transfers and Lending Offices),

Lenders' Representatives means the Facility Agent and the Security Agent;

Lessee means AIR NOSTRUM, LINEAS AEREAS DEL MEDITERRANEO, S.A., a company incorporated under the laws of Spain whose principal office is at Avda. Comarques del Pais Valencia, 2, 46930 Quart de Poblet, Valencia, Spain;

Lessor Deregistration Power of Attorney means, in respect of the Aircraft, the duly notarised and apostilled power of attorney granted or to be granted by the Borrower to the Security Agent in the form set out in Schedule 7;

LIBOR means in respect of any amount denominated in any currency for any period:

(a)

the applicable Screen Rate for the relevant currency; or

(b)

(if no Screen Rate is available for the relevant currency or period in respect of that amount) the arithmetic mean (rounded to the nearest one sixteenth of one per cent) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the Relevant Interbank Market,

Liquidity Rate means zero point one five per cent (0.15%) per annum;

Loan means the loan made or to be made under the Facility or the principal amount outstanding for the time being of the loan;

Losses means any losses, costs, payments, charges, penalties, demands, liabilities, claims, actions, proceedings, fines, damages, judgements, orders, fees, premiums, expenses and other sanctions of any nature; and Loss shall be construed accordingly;

Major Damage means damage affecting the Aircraft and which is unrepaired (or not totally repaired) and has a repair cost (or remaining repair cost, as applicable) in excess of the Damage Notification Threshold (or its equivalent in any other currency);

Majority Lenders means:

(a)

if there is no Loan then outstanding, a Lender or Lenders whose Commitments aggregate more than 66²/₃ % of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than 66²/₃ % of the Total Facility Commitments immediately prior to the reduction); or

(b)

at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate more than 66²/₃ % of the Loan then outstanding;

Make-Whole Amount means, with respect to the Loan, an amount equal to the excess, if any, of (a) the present value, as of the date of the relevant prepayment of the Loan, of the respective instalments of principal of and interest on the Loan that, but for such prepayment, would have been payable on each scheduled Payment Date after such prepayment over (b) the principal amount of the Loan then being prepaid. Such present value shall be determined by discounting the amounts of such instalments from their respective scheduled Payment Dates to the date of such prepayment at a rate equal to the sum of the applicable Treasury Rate and 1.00 %;

Manufacturer means Bombardier Inc., as represented by Bombardier Aerospace Commercial Aircraft, a corporation established and existing under the laws of Canada, having an office located at 123 Garratt Boulevard, Toronto, Ontario, Canada;

Margin means one point six eight per cent (1.68%) per annum (which, for the avoidance of doubt, includes an administration fee of zero point zero five per cent (0.05%) per annum;

MPR means the Moveable Property Register (Registro de Bienes Muebles) in Madrid or any replacement or successor registry from time to time;

New Lender has the meaning given to that term in Clause 16.3.2;

Next Rollover Date means 17 September 2016;

Obligor means any or, if the context so permits, each of:

(a)

in relation to the Companion Aircraft, the Companion Aircraft Borrower, the Lessee, the Guarantor and the Lease Manager; and

(b)

in any other case, the Borrower, the Lessee, the Guarantor and the Lease Manager;

Original Lenders means the banks and financial institutions whose names and addresses are set out in Schedule 1;

Party means a party to this Agreement;

Party Documents means, in relation to any person, the Relevant Documents to which such person is a party;

Payment Date means each of the repayment dates relating to the Loan specified in Schedule 4 provided that:

(a)

if a Payment Date would fall on a day that is not a Business Day, it shall be the immediately succeeding Business Day (unless such Business Day falls in the next calendar month, in which case payment shall be made on the immediately preceding Business Day) and the amount of interest payable shall not be adjusted; and

(b)

the final Payment Date shall be the Final Payment Date;

Payment Direction Deed means the payment deed entered into or to be entered into between the Borrower, Export Development Canada, Banco Santander, S.A., the Lessee and Aviacion;

Permitted Lien means:

(a)

any Security for Taxes not assessed or, if assessed, not yet due and payable, or being contested in good faith by appropriate proceedings;

(b)

any Security of a repairer, mechanic, carrier, hangar keeper, airport or air navigation authority or other similar Security arising in the ordinary course of business by operation of law in respect of obligations which are not overdue or are being contested in good faith by appropriate proceedings;

(c)

any Security created pursuant to the Security Documents,

(i)

adequate resources have been provided by the Borrower or the Lessee for the payment of such Taxes or obligations; and

(ii)

such proceedings, and/or the continued existence of such Security, do not give rise to a material likelihood of the sale, forfeiture or other loss of the Aircraft or any interest therein or of criminal or civil liability on the part of any Finance Party or other Indemnitee;

Post-Lease Responsibility Period means, with respect to the Aircraft, the period commencing on the Lease Termination Date for the Aircraft and ending on the last day of the Aircraft Security Period;

Proceedings means any corporate action, legal proceedings and other procedures and steps of the nature referred to in clause 12.1.6(a) to (d);

Proceeds means any amounts received or recovered by any Finance Party under or in relation to any of the Relevant Documents or the Aircraft (including pursuant to enforcement or realisation of any Security Document, any Total Loss Proceeds and any proceeds of sale of the Aircraft);

Proceeds Deed means the proceeds and intercreditor deed entered into or to be entered into on or about the date of this Agreement between the Borrower, the Guarantor, the Lease Manager and the Finance Parties in respect of the Aircraft;

Prohibited Payment means any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would constitute (a) bribery or an improper gift or payment under, or a breach of, any law, subordinate legislation, statute, by-law, regulation, treaty, judgment, decision, rule, regulation, notice, order, circular, code of practice or guidance note which is binding or enforceable on or against the Borrower or any Aerocentury Related Party and/or (b) bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997;

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

Purchase Price means the purchase price for the Aircraft pursuant to the Sale Agreement;

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

Quotation Time means 11:00 a.m. (London time) on the Quotation Day;

Reference Banks means the principal London offices of Bank of America, N.A., Barclays Bank PLC and Citibank, N.A., or such other banks as may be appointed by the Facility Agent in consultation with the Borrower and the Lessee;

Relevant Authority means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government-owned and howsoever constituted or called, that exercises the functions of a central bank) which has jurisdiction over the Borrower or any Aerocentury Related Party;

Relevant Documents means the Deed of Novation and Restatement, the Sale Agreement, the Bill of Sale, the Lease, the Lease Management Agreement, the Eurocontrol Letter,  the EU-ETS Letter, the RVG Transfer, each Finance Document, the Effective Time Notice, all notices, consents, certificates and other documents and agreements to be issued pursuant to any of the foregoing and all other documents which the Facility Agent, the Borrower and the Lessee agree at any time should be Relevant Documents;

Relevant Interbank Market means the London interbank market;

Relevant Parties means the Borrower, the Guarantor, the Lease Manager and the Finance Parties and the expression Relevant Party means any of them individually;

RVG Transfer means, in respect of the Aircraft, the deed of novation entered into or to be entered into between the Borrower, Aviacion and the Manufacturer in form and substance satisfactory to the Facility Agent with respect to the residual value guarantee entered into between the Manufacturer and Aviacion with respect to the Aircraft;

Sale Agreement means, in respect of the Aircraft, the policy of sale and purchase of an aircraft entered into or to be entered into between the Borrower (as buyer) and Aviacion (as seller) in form and substance satisfactory to the Facility Agent;

Sale Agreement Pledge means the pledge of credit rights agreement executed or to be executed between the Borrower, Aviacion and the Security Agent in respect of the Borrower's rights under the Sale Agreement.

Sanctions means economic or financial sanctions administered, enacted or enforced by any Sanctions Authority, including any restriction on any the ability of a Party or any Affiliate of a Party to conduct business with any person in any country relevant to the transaction.

Screen Rate means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed on page LIBOR 01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); if the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower, the Lessee and the Lenders, respectively;

Security means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest of any kind or other agreement or arrangement having the effect of conferring security (including title transfer and/or retention arrangements having a similar effect);

Security Agent means Export Development Canada or such other person as may be appointed as security agent in respect of the Relevant Documents pursuant to clause 5.11 (Resignation of the Security Agent) of the Proceeds Deed;

Security Assignment means, in respect of the Aircraft, the deed of assignment executed or to be executed by the Borrower in favour of the Security Agent in respect of its rights under, amongst other documents, the Lease;

Security Documents means the Deed of Cross-Collateralisation, the Security Assignment, the Assignment of Insurances, each Warranty Agreement, the Share Charge, the Sale Agreement Pledge, the Lessor Deregistration Power of Attorney, the Lessee Deregistration Power of Attorney, the IDERA, each Aircraft Mortgage, the Guarantee and the Proceeds Deed and all notices, consents, acknowledgements, certificates and other documents and agreements to be issued pursuant to any of the foregoing and all other documents which the Facility Agent, the Borrower and the Lessee agree at any time should be Security Documents;

Specified Sanctioned Dealings means:

(a)

any direct or indirect dealings involving or benefitting (i) a person that is listed on, or owned or controlled by, or acting on behalf of a person listed on, any list administered by a Sanctions Authority or otherwise the target of Sanctions (ii) a person located in, organised under, owned or controlled by, or acting on behalf of, a person located in or organised under the laws of Iran, Syria, North Korea or Belarus or (iii) a person that is owned or controlled by, or acting for or on behalf of, or providing assistance, support or services of any kind to, or otherwise associated with, any person referred to in (i) or (ii) above;

(b)

any business or making or receiving any contribution of funds, goods or services to or for the benefit of any person described in (a)(i) to (a)(iii) above;

(c)

any dealing in, or otherwise engaging in any transaction relating to, any property or interests in property subject to prohibitions under Sanctions; and

(d)

any transaction that evades, avoids or attempts to violate any of the prohibitions set forth in the Sanctions or has such a purpose.

Subsidiary means any company or entity directly or indirectly controlled by another person;

Tax Credit, Tax Deduction and Tax Payment have the respective meanings given to them in clause 9.1.1;

Taxes includes all present and future taxes, levies, imposts, duties, fees, charges or withholdings of whatever nature and howsoever described, including any VAT imposed, levied, collected or assessed by any Government Entity or taxing authority anywhere in the world together with interest payable in respect of any of the same and penalties imposed or levied in respect of any of the same and Tax and Taxation shall be construed accordingly;

Termination Side Letter means the side letter agreement to the Lease dated on or about the date hereof between the Borrower, the Security Agent, the Guarantor and the Lessee.

Third Parties Act means the Contracts (Rights of Third Parties) Act 1999;

Total Aircraft Commitments means USD9,805,627.25, and each Lender's share of the Total Aircraft Commitments for the Aircraft shall be in the same proportion as its Commitment bears to the Total Facility Commitments;

Total Facility Commitments means, at any given time, the aggregate of the Commitments;

Total Loss Proceeds means the proceeds received and retained (subject to any application in accordance with the Relevant Documents) by the Security Agent from the insurers or reinsurers of the Aircraft in respect of its Total Loss;

Transfer Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Lessee;

Transfer Date means, in relation to a transfer, the later of:

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(b)

the date on which the Facility Agent executes the Transfer Certificate;

Treasury Rate means, in respect of the Loan and on any date, the semi-annual rate to "swap" floating rate debt (with a maturity approximately equal to the period from such date to the Final Payment Date for the Loan) to fixed rate debt for loans of the same currency as the Loan, obtained from the Bloomberg page IRSB18 (US Semi 30/360 – column 2 (Ask)) at or about 11.00 a.m. New York City time on that date (or, if such page is not available at the relevant time, on such equivalent page as may be selected by the Facility Agent or, if none, the arithmetic mean of equivalent rates (rounded upwards to the nearest one sixteenth of one per cent) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market);

Unpaid Sum means any sum due and payable (whether or not recourse to the Borrower is limited by clause 15) but unpaid by any Obligor under the Relevant Documents to which it is a party;

Utilisation Date means, in respect of the Loan, the date, being a Business Day, on which the Loan is or is to be made;

Utilisation Request means, in respect of the Loan, a notice substantially in the form of Schedule 2;

VAT means value added tax and any other tax or duty of a similar nature in any jurisdiction; and

1.2

Headings

1.3

Interpretation

1.3.1

references to clauses and Schedules are to be construed as references to the clauses of, and Schedules to, this Agreement and references to this Agreement include its Schedules;

1.3.2

references to (or to any specified provision of) this Agreement or any other document shall include this Agreement, that document or the relevant provision as it may from time to time be amended but so that the above is without prejudice to any requirement in any Relevant Document that the prior consent of any party be obtained;

1.3.3

a reference to an amendment includes a supplement, novation, restatement or re-enactment and amended and amending will be construed accordingly;

1.3.4

words importing the plural shall include the singular and vice versa, and words importing a gender include every gender;

1.3.5

references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated association or body of persons and any Government Entity, whether or not having separate legal personality and references to any Party, the Lease Manager, any Aerocentury Related Party or the Lessee shall be construed so as to include the successors, permitted assignees and permitted transferees of the relevant Party or of the Lease Manager, any Aerocentury Related Party or the Lessee, as applicable;

1.3.6

references to any law or any provision of law is a reference to such law or provision as applied, amended, extended or re-enacted and includes any subordinate legislation;

1.3.7

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

1.3.8

a reference to including shall be construed as a reference to including without limitation, so that any list of items or matters appearing after the word "including" shall be deemed not to be an exhaustive list, but shall be deemed rather to be a representative list, of those items or matters forming a part of the category described prior to the word "including";

1.3.9

a Default, Event of Default, Relevant Event or Termination Event is continuing if it has not been remedied or waived;

1.3.10

control means, in relation to a company or entity, either ownership of more than 50 per cent of the voting share capital (or equivalent right of ownership) of such company or entity or power to direct its policies and management, whether by contract or otherwise (provided that the Borrower shall not be deemed to be controlled by, or a Subsidiary of, the Security Agent (or its nominee) as a result of the rights of the Security Agent under the Relevant Documents or otherwise);

1.3.11

the Convention and the Protocol shall be read and interpreted together as a single instrument as required by Article 6(1) of the Convention;

1.3.12

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

1.3.13

in the event that there is any inconsistency between the provisions of the Consolidated Text and those of the Cape Town Convention, the latter shall prevail and any reference in this Agreement to any provision of the Consolidated Text shall be interpreted accordingly;

1.3.14

bankruptcy, liquidation, winding-up, administration, insolvency, examinership, reorganisation or dissolution (and their derivates and cognate expressions) of or in relation to any person or its assets shall each be construed so as to include the others and any equivalent or analogous proceedings, procedure or event under the law of any jurisdiction in which such person is incorporated or any jurisdiction in which such person carries on business or its assets are located; and

1.3.15

references to Ottawa are references to Ottawa, Ontario, Canada.

1.4

Third Party Rights

1.4.1

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

1.4.2

Each Indemnitee shall be entitled to enforce each provision of this Agreement as is expressed to be in its favour, subject to complying with any express condition relating specifically to such provision.

1.4.3

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

1.5

Majority Lenders

2

The Facility

2.1

The Facility

2.2

Disbursement

2.2.1

Subject to the terms of this Agreement, following receipt of funds in respect of the Loan from the Lenders, the Facility Agent will pay the Loan in accordance with the provisions of the Payment Direction Deed.

2.2.2

Payment by the Facility Agent of the amount contemplated by clause 2.2.1 in accordance therewith will constitute the making of the Loan to the Borrower in the same amount.

2.3

Finance Parties' rights and obligations

2.3.1

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

2.3.2

The rights of each Finance Party under or in connection with the Relevant Documents are separate and independent rights and any debt arising under the Relevant Documents to a Finance Party from any Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with clause 2.3.3.  The rights of each Finance Party include any debt owing to that Finance Party under the Relevant Documents and, for the avoidance of doubt, any part of the 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 Relevant Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

2.3.3

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

3

Conditions

3.1

Documents, evidence and general conditions precedent

3.1.1

the Facility Agent, or its duly authorised representative, shall have received, not later than the proposed Utilisation Date specified in the Utilisation Request for the Loan, the relevant documents and evidence specified in Part A of Schedule 3, each in form and substance satisfactory to the Facility Agent;

3.1.2

the conditions specified in clause 2.2 of the Deed of Novation and Restatement shall have been fulfilled to the satisfaction of the Facility Agent (or waived or deferred by the relevant party (with the consent of the Facility Agent) in accordance with the Deed of Novation and Restatement) and the Facility Agent shall have received such originals or copies as it may require of any documents and evidence provided or required to be provided under such clause;

3.1.3

the conditions specified in clause 7 of the Sale Agreement shall have been fulfilled to the satisfaction of the Facility Agent (or waived or deferred by the relevant party (with the consent of the Facility Agent) in accordance with the Sale Agreement) and the Facility Agent shall have received such originals or copies as it may require of any documents and evidence provided or required to be provided under such clause;

3.1.4

any payment to any Finance Party and/or from any Obligor under the Relevant Documents on or prior to that proposed Utilisation Date shall have been received (or the Facility Agent is satisfied that arrangements are in place such that each such payment will have been received on or prior to that Utilisation Date);

3.1.5

the Facility Agent shall be satisfied that since 31 December 2014 there has been no material adverse change in (a) the financial condition, financial results, business, operations or prospects of the Lessee or (b) the Lessee's ability to perform its obligations under any of its Party Documents;

3.1.6

no Total Loss of, or Major Damage to, the Aircraft shall have occurred;

3.1.7

no Obligor is required to make any deduction for or on account of Tax from any payment it may make under any of its Party Documents;

3.1.8

the representations and warranties set out in clause 10 are true and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time; and

3.1.9

no Default shall have occurred and be continuing or would result from the drawdown of the Loan hereunder.

3.2

Waiver of conditions precedent

3.3

Notification to Lenders

3.4

Conditions subsequent

4

Drawdown

4.1

Agreement to advance Loan

4.1.1

the Facility Agent has received a Utilisation Request for the Loan from the Borrower, countersigned by the Lessee, on or before the proposed Utilisation Date specified in the Utilisation Request;

4.1.2

the USD amount specified in that Utilisation Request is not greater than the Total Aircraft Commitments for the Loan;

4.1.3

the proposed Utilisation Date specified in the Utilisation Request is a Business Day;

4.1.4

the Utilisation Request includes confirmations as to the matters contemplated by the form of Utilisation Request scheduled to this Agreement; and

4.1.5

the conditions specified in clause 3.1 have been satisfied or waived.

4.2

Single Utilisation

4.3

Notification to Lenders

4.4

Cancellation

4.4.1

In relation to the Aircraft, the undrawn Total Aircraft Commitment will be automatically cancelled at the close of business on the Next Rollover Date (unless otherwise agreed by the Parties). For the avoidance of doubt, the undrawn Total Facility Commitment will be automatically cancelled at the close of business on the Next Rollover Date (unless otherwise agreed by the Parties).

4.4.2

In relation to the Aircraft:

(a)

the Borrower may, by giving the Facility Agent not less than five Business Days' prior notice countersigned by the Lessee, at any time before a Utilisation Request has been given in relation thereto, cancel all (but not part) of the Total Aircraft Commitments (in which case, the Total Aircraft Commitments for the Aircraft shall for this purpose be deemed to have been the amount set out in column 4 of Schedule 5 (Aircraft)); and

(b)

any notice pursuant to paragraph (a) above is irrevocable. The Facility Agent shall notify the Lenders promptly of receipt of any such notice.

4.4.3

No cancellation is allowed except in accordance with the express terms of this Agreement. No amount of the Commitments cancelled under this Agreement may be reinstated subsequently.

5

Loan

5.1

Lenders' participation

5.1.1

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

5.1.2

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

5.2

Repayment of Loan

5.3

Prepayment of Loan

5.3.1

Subject only to clause 10 (Remarketing period) of the Proceeds Deed (if applicable), if, at any time, in any circumstance and for any reason, the Lease Termination Date occurs (including, for the avoidance of doubt, on the Expiry Date) then, on the Lease Termination Date, the Borrower shall prepay in full the Loan, together with any accrued and unpaid interest and all other amounts then due and payable by the Borrower under this Agreement or any of the other Finance Documents, without need for demand or other notice whatsoever, all of which are expressly waived by the Borrower.

5.3.2

Provided no Default is continuing, the Borrower may, if it gives the Facility Agent not less than 30 days' prior written notice, prepay the whole or any part of the Loan (but, if in part, being an amount of not less than one scheduled instalment of principal for the Loan or an integral multiple of USD500,000 on the date and in the amount specified for such purpose in that notice. Once given, any such notice shall be irrevocable.

5.3.3

Any partial prepayment of the Loan under this Agreement or any other Relevant Document shall be applied in satisfaction pro tanto of the Borrower's periodic obligations with respect to the repayment of principal in relation to the Loan, in inverse order of maturity.

5.3.4

Any prepayment (whether voluntary or not) of all or part of the Loan under this Agreement or any other Relevant Document shall be made together with:

(a)

accrued interest on the amount prepaid;

(b)

the Make-Whole Amount relating thereto; and

(c)

any other amounts payable under this Agreement (including under clause 8.2) pursuant to that prepayment.

5.3.5

Following any partial prepayment of the Loan under this Agreement or any other Relevant Document, the Facility Agent shall supply to the other Parties a replacement Schedule 4 (in substitution for that in force immediately prior to that prepayment) setting out the future repayment obligations with respect to the Loan. In the absence of manifest error in such replacement Schedule 4, (a) the Borrower shall countersign, and procure that the Lessee countersigns, such replacement and (b) such replacement shall be conclusive and binding on the Parties and all references herein to "Schedule 4" shall be deemed to be a reference to Schedule 4 as amended by such replacement.

5.3.6

The Borrower may not prepay all or part of the Loan otherwise than in accordance with the express provisions of this Agreement.

5.4

Re-borrowing

5.5

Replacement Schedules

5.5.1

the Utilisation Date for the Loan will be the prior to the Next Rollover Date;

5.5.2

the amount of the Loan will be USD9,805,627.25;

5.5.3

the Loan will be denominated in USD.

6

Interest

6.1

Calculation of interest

6.2

Payment of interest

6.2.1

The Borrower shall pay accrued interest on the Loan on each Payment Date in the respective amounts specified against each such Payment Date in column 3 of Schedule 4.

6.2.2

The Borrower agrees and acknowledges that the instalment of accrued interest specified against the first Payment Date in column 3 of Schedule 4 (the "First Interest Amount") includes an amount equal to the Accrued Interest Amount, and the Borrower agrees to pay the First Interest Amount notwithstanding that the Loan was made on the Utilisation Date.

6.3

Default interest

6.3.1

If the Borrower fails to pay any amount payable by it to any Finance Party under a Relevant Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) for successive Calculation Periods, each of a duration selected by the Facility Agent acting reasonably, at a rate per annum which is the rate equal to the aggregate of: (a) LIBOR, (b) the Margin, (c) the Liquidity Rate and (d) two per cent. (2%).  Any interest accruing under this clause 6.3 shall be immediately payable by the Borrower on demand by the Facility Agent made from time to time.

6.3.2

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

6.4

Notification of rates of interest

6.5

Calculation Periods

6.5.1

The first Calculation Period for the Loan shall commence on the Utilisation Date and shall expire on the first Payment Date.

6.5.2

Each subsequent Calculation Period for the Loan shall start on the last day of the immediately preceding Calculation Period and expire on the next following Payment Date.

6.6

Absence of quotations

6.7

Break Costs and Make-Whole

6.7.1

If all or part of an Unpaid Sum is paid by the Borrower on a day other than the last day of a Calculation Period for that Unpaid Sum, the Borrower shall, within five Business Days of demand by a Finance Party, pay to that Finance Party that Finance Party's Break Costs attributable thereto. Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming any amount claimed by it under this clause 6.7.1.

6.7.2

If all or part of the Loan is paid by the Borrower on a day or in an amount other than on a Payment Date in the amount set forth against that Payment Date in column 2 of Schedule 4, the Borrower shall, within five Business Days of demand by the Facility Agent, pay to the Facility Agent the Make-Whole Amount relating to the Loan.

6.7.3

If, pursuant to any provision of any Relevant Document, all or part of the Loan becomes due or is repaid or prepaid on any date (the "Applicable Date") falling on or prior to the first Payment Date (other than the amount of the first repayment instalment becoming due and being repaid on the first Payment Date pursuant to clause 5.2) then on the Applicable Date the Borrower shall pay to the Lenders all or a proportionate part of the Accrued Interest Amount (as applicable).

6.8

Third Parties Act

7

[Intentionally Omitted]

8

Costs and Expenses

8.1

[Intentionally Omitted]

8.2

Amendment costs

8.3

Enforcement costs

9

Tax gross-up and indemnities

9.1

Definitions

9.1.1

In this Agreement:

Borrower DTTP Filing means an HM Revenue & Customs' Form DTTP2 duly completed and filed by the relevant Borrower, which:

(a)

where it relates to a Treaty Lender that is the Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender's name in Schedule 1, and is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

(b)

where it relates to a Treaty Lender that is a New Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Transfer Certificate, and is filed with HM Revenue & Customs within 30 days of that Transfer Date;

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

Qualifying Lender means:

(a)

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

(i)

a Lender:

(A)

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

(B)

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

(ii)

a Lender which is:

(A)

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

(B)

a partnership each member of which is:

(1)

a company so resident in the United Kingdom; or

(2)

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;

(C)

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

(iii)

a Treaty Lender; or

(b)

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;

Tax Confirmation means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)

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

(b)

a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

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

(c)

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;

Tax Credit means a credit against, relief or remission for, or repayment of any Tax;

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document;

Tax Payment means either the increase in a payment made by the Borrower to a Finance Party under clause 9.2 (Tax gross-up) or a payment under clause 9.3 (Tax indemnity);

9.1.2

Unless a contrary indication appears, in this clause 9 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

9.2

Tax gross-up

9.2.1

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

9.2.2

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

9.2.3

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower 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.

9.2.4

A payment shall not be increased under Clause 9.2.3 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:

(a)

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 interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(b)

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

(i)

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 Lender has received from the Borrower making the payment or from the Borrower a certified copy of that Direction; and

(ii)

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

(c)

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

(i)

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

(ii)

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

(d)

the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Clause 9.2.7 or Clause 9.2.8 (as applicable) below.

9.2.5

If the Borrower is required to make a Tax Deduction, the Borrower 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.

9.2.6

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

9.2.7

(a)

Subject to paragraph (b) below, a Treaty Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make payments without a Tax Deduction.

(b)

A New Lender that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate which it executes and, having done so, that Lender shall be under no obligation pursuant to paragraph 9.2.7(a).

(c)

Where the Borrower is required to make a Tax Deduction and the amount of a payment due from the Borrower has been increased pursuant to Clause 9.2.3 above, subject to the Borrower having first complied with its obligations under Clause 9.2.6 above, the Finance Party entitled to that payment shall use reasonable endeavours to claim a repayment from HMRC in respect of that Tax Deduction and, on receipt of such a repayment, shall pay to the Borrower an amount equal to that repayment.

9.2.8

If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph 9.2.7(b) and:

(a)

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

(b)

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

(i)

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

(ii)

HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing; or

(iii)

HM Revenue & Customs has given authority for the Borrower to make payment to that Lender without a Tax Deduction and that authority expires or is withdrawn by HMRC,

9.2.9

If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph 9.2.7(b) above, the Borrower shall not make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.

9.2.10

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

9.2.11

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

9.2.12

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate which it executes on becoming a Party, which of the following categories it falls in:

(a)

not a Qualifying Lender;

(b)

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

(c)

a Treaty Lender.

9.3

Tax indemnity

9.3.1

The Borrower shall (within five Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to any Loss which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

9.3.2

Clause 9.3.1 shall not apply with respect to any Tax imposed on a Protected Party:

(a)

as a result of a breach by such Protected Party of any of its express obligations under any of its Party Documents (to the extent that such imposition is not caused by the breach or misrepresentation of any other party to the Relevant Documents under or in respect of the Relevant Documents or the negligence or fraudulent or wilful misconduct of any such other party); or

(b)

as a result of any negligence or wilful misconduct by such Protected Party with respect to any of the transactions contemplated by, or the performance of any of its express obligations under, its Party Documents; or

(c)

as a result of any reasonably avoidable failure or reasonably avoidable delay by such Protected Party to file any relevant Tax return or Tax computation which such Protected Party was obliged to file by any applicable law in its jurisdiction of organisation (to the extent that such imposition is not caused by the breach or misrepresentation of any other party to the Relevant Documents under or in respect of the Relevant Documents or the negligence or fraudulent or wilful misconduct of any such other party); or

(d)

as a result of any breach by such Protected Party of applicable law of its jurisdiction of organisation (to the extent that such imposition is not caused by the breach or misrepresentation of any other party to the Relevant Documents under or in respect of the Relevant Documents or the negligence or fraudulent or wilful misconduct of any such other party); or

(e)

by any taxing authority or governmental subdivision thereof of its jurisdiction of organisation (or, if different, the jurisdiction in which such Protected Party is resident for tax purposes) with respect to, or measured by reference to, the net income, capital gains or profits of such Protected Party (but not any sum deemed to be received or receivable by it), except Taxes which arise solely by reason of any breach by any Obligor (or by any Permitted Sub-Lessee or any other lessee or user of the Aircraft or the Companion Aircraft) of any of their respective representations, warranties, obligations or covenants under any Relevant Document; or

(f)

other than by the jurisdiction of its organisation, that would not have been imposed or payable but for the existence of a connection between such Protected Party and the jurisdiction imposing such Taxes (whether by reason of residence, domicile, a place of business or management, a permanent establishment, a branch or agency or otherwise), except Taxes (A) in respect of which the connection between such Protected Party and the jurisdiction imposing the Tax arises solely by reason of any or all of (x) the negotiation, execution, enforcement, performance, registration or delivery of any of  the Relevant Documents in the jurisdiction imposing the Taxes, (y) the presence, use, operation, maintenance, alteration, registration, repair or replacement of the Aircraft or, in any such case, any part thereof in such jurisdiction or elsewhere or (z) the presence, residence or domicile of the Borrower, the Lessee, any Permitted Sub-Lessee or any other user of the Aircraft or any other party to a Relevant Document in, or payment of any amount by any party under the Relevant Documents from or through, such jurisdiction or (B) imposed as a result of (x) the repair, overhaul, maintenance, improvement, modification or replacement of the Aircraft or, in any such case, any part thereof, (y) the gross negligence, wilful misconduct or reckless disregard with knowledge of the probable consequences of the Borrower, the Lessee, any Permitted Sub-Lessee or other lessee or user of the Aircraft or any other party to a Relevant Document or (z) the breach by the Borrower, the Lessee, any Permitted Sub-Lessee or any other lessee or user of the Aircraft or any other party to a Relevant Document of any of their respective representations, warranties or covenants under any of the Relevant Documents; or

(g)

to which clause 9.7 (Value added tax) or clause 9.2 (Tax gross-up) relates, whether or not the relevant Protected Party is entitled to indemnity, payment or compensation thereunder; or

(h)

to the extent that the relevant Protected Party has been indemnified against the same (or would, but for the application of an applicable exclusion in the Relevant Documents which expressly applies to such Protected Party (other than clauses 10.1.2(c) and 10.1.2(d) of the Lease), have been indemnified against) under the Relevant Documents.

9.3.3

A Protected Party making or intending to make a claim under clause 9.3.1 shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

9.3.4

A Protected Party shall, on receiving a payment from the Borrower under this clause 9.3, notify the Facility Agent.

9.3.5

If any Protected Party becomes aware of any Tax which may give rise to an indemnity obligation on the part of the Borrower under this clause 9.3, such Protected Party shall promptly notify the Borrower thereof and, if requested by the Borrower, shall consult (for a period of not more than 30 days) with the Borrower to consider what action may properly be taken to defend or otherwise resist or mitigate the Tax. If such Protected Party and the Borrower consider that such action should be taken as aforesaid, either such Protected Party will take such action or, if such Protected Party so agrees, the Borrower shall be entitled to take such action in the name of such Protected Party, provided that:

(a)

no such action may be taken by the Borrower or shall be required to be taken by such Protected Party unless adequate provision in respect of the amount to be indemnified and any associated Losses has been made by the Borrower to the reasonable satisfaction of such Protected Party (having regard to the nature and amount to be indemnified); and

(b)

the Borrower shall indemnify such Protected Party in full on demand in respect of any properly incurred Losses suffered or incurred by such Protected Party in connection with any action taken by such Protected Party or the Borrower as aforesaid; and

(c)

no Default, Event of Default or Relevant Event is continuing; and

(d)

such action does not, in the opinion of such Protected Party, give rise to any risk of (i) any criminal or civil liability on its part, (ii) any risk of the sale, loss or forfeiture of the Aircraft or any part thereof or any interest therein or (iii) any damage to the reputation of such Protected Party or any of its Affiliates; and

(e)

if such Protected Party so requires, the Borrower shall have furnished it with a legal opinion (from independent counsel reasonably acceptable to such Finance Party) confirming the reasonable likelihood of such action being determined in favour of such Protected Party.

9.4

Tax Credit

9.5

Indemnities on after Tax basis

9.5.1

If and to the extent that any sum payable to any Indemnitee by the Borrower under any Relevant Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Taxation suffered thereon, for that Indemnitee to discharge the corresponding liability to a third party, or to reimburse that Indemnitee for the cost incurred by it in discharging the corresponding liability to a third party, the Borrower shall pay that Indemnitee such additional sum as (after taking into account any Taxation suffered by that Indemnitee on such additional sum) shall be required to make up the relevant deficit.

9.5.2

If and to the extent that any sum (the indemnity sum) constituting (directly or indirectly) an indemnity to any Indemnitee but paid by the Borrower to any person other than that Indemnitee, shall be treated as taxable in the hands of the Indemnitee, the Borrower shall pay to that Indemnitee such sum (the compensating sum) as (after taking into account any Taxation suffered by that Indemnitee on the compensating sum) shall reimburse that Indemnitee for any Taxation suffered by it in respect of the indemnity sum.

9.5.3

For the purposes of this clause 9.5 a sum shall be deemed to be taxable in the hands of a Indemnitee if it falls to be taken into account in computing the profits or gains of that Indemnitee for the purposes of Taxation and, if so, that Indemnitee shall be deemed to have suffered Taxation on the relevant sum at the rate of Taxation applicable to that Indemnitee's profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Taxation.

9.6

Stamp taxes

9.7

Value added tax

10

Representations and warranties

10.1

Status

10.1.1

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

10.1.2

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

10.1.3

Its Centre of Main Interests is in England and Wales. It has no "establishment" (as that term is used in the Insolvency Regulation) in any other jurisdiction.  Its central management, decision making, the places of residence of its directors, administration and the place at which meetings of its board of directors are held, are at all times situated in England and Wales.

10.2

Binding obligations

10.3

Non-conflict with other obligations

(a)

any Applicable Law applicable to it;

(b)

its constitutional documents; or

(c)

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

10.4

Power and authority

10.5

No other business

(a)

carried on any business other than the transactions contemplated by the Relevant Documents and any business incidental thereto; or

(b)

entered into any contract or agreement with any person or otherwise created or incurred, any liability to any person, in each case other than as provided for in or contemplated by the Relevant Documents and the documents contemplated thereby or other than such liabilities with respect to Taxes, ordinary operating costs and overhead expenses as have arisen or may arise in the ordinary course of its business as referred to in paragraph (a) above; or

(c)

had any employees.

10.6

No Default

10.7

Validity and admissibility in evidence

10.7.1

All Authorisations required or desirable:

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in its Party Documents; and

(b)

to make its Party Documents admissible in evidence in any relevant jurisdiction,

10.8

Governing law and enforcement

10.8.1

The choice of governing law stipulated in the Relevant Documents is a valid choice and is binding on the Borrower under the laws of, and will be recognised and given effect to by the courts of, its jurisdiction of incorporation, subject to any general principles of law specifically referred to in any legal opinion delivered pursuant to Clause 3.

10.8.2

Any judgment in relation to a Relevant Document obtained in the place stipulated therein as having jurisdiction in relation thereto will be recognised and enforced by the courts of its jurisdiction of incorporation, subject to any general principles of law specifically referred to in any legal opinion delivered pursuant to Clause 3.

10.9

Deduction of Tax

10.10

No filing or stamp taxes

10.10.1

Subject to the following provisions of this clause 10.10, under the laws of its jurisdiction of incorporation it is not necessary or advisable that any of the Relevant Documents be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar tax be paid on or in relation to the Relevant Documents or the transactions contemplated thereby.

10.10.2

It is necessary to register with the United Kingdom Companies House particulars of any charges created under the Security Assignment and each Aircraft Mortgage, in each case within 21 days of the execution thereof.

10.10.3

It is necessary to register the Bill of Sale and the Deed of Novation and Restatement with the MPR and the AMR.

10.10.4

It is necessary to record the IDERA with the Aviation Authority in Spain and to register with the International Registry each international interest referred to in paragraph 8 of Schedule 3 Part B.

10.10.5

It is necessary to obtain the unique authorisation codes for the Airframe from the MPR in respect of the registrations with the International Registry of each international interest referred to in paragraph 8 of Schedule 3 Part B (the "Unique Authorisation Codes").

10.11

Pari passu ranking

10.12

Title warranty

10.13

Applicable Law

10.13.1

Each Aerocentury Related Party is in compliance with:

(a)

all Applicable Laws relating to corruption or bribery to which it is subject; and

(b)

all other Applicable Laws to which it is subject and in respect of which any non-compliance (i) would, or would be reasonably likely to, have a material adverse effect on its ability to perform its obligations under its Party Documents or (ii) might result in a Security (other than a Permitted Lien) arising over the Aircraft or any other asset or right subject to any of the Security Documents.

10.13.2

No Prohibited Payment has been made or provided, directly or indirectly, by any Aerocentury Related Party, their respective officers or directors or any other person acting on their behalf to, or for the benefit of, any Relevant Authority (or any officer, director or any other person with management responsibilities in, any Relevant Authority) in connection with any Relevant Document.

10.13.3

No Aerocentury Related Party nor any of its directors or officers (or, to the best of its knowledge, any of its Affiliates) is engaged, directly or indirectly, in any activity which is prohibited under the Sanctions, including Specified Sanctioned Dealings.

10.13.4

No Aerocentury Related Party nor any of its Subsidiaries (or, to the best of its knowledge, any director, officer, employer, agent, Affiliate or representative of such Aerocentury Related Party or any of its Subsidiaries) is an individual or entity that is, or is owned or controlled by, or is acting on behalf of a person that is:

(a)

the subject of any Sanctions; or

(b)

located, organised or resident in a country or territory that is, or whose government is, the subject of territorial Sanctions, unless otherwise notified to each Finance Party.

10.13.5

No Aerocentury Related Party has (and, to the best of its knowledge and belief, no director, officer, shareholder, Affiliate and/or legal adviser of any Aerocentury Related Party has) been convicted in a court of any jurisdiction for violation of any laws relating to corruption, money laundering, fraud or any similar laws.

10.14

Survival and Repetition

11

Undertakings

11.1

The Borrower undertakes in favour of each Finance Party in the terms set out in this clause 11, which undertakings (a) shall remain in force throughout the Aircraft Security Period and (b) shall be performed at no cost to any Finance Party.

11.1.1

Performance of obligations

11.1.2

Amendments, etc.

(a)

enter into any agreement other than the Relevant Documents;

(b)

agree to any amendment to any Relevant Document;

(c)

release any other party from any of its obligations, or waive any breach of any of the obligations of any other party, under any Relevant Document;

(d)

grant any consent requested by another party (other than a Lenders' Representative) under any Relevant Document;

(e)

exercise any right it may have to terminate any Relevant Document or the leasing of the Aircraft thereunder;

(f)

exercise any other right, discretion, election or option, or give any notice, under any Relevant Document (other than this Agreement);

(g)

consent to any act or omission which would otherwise constitute a breach of any Relevant Document by any other party; or

(h)

exercise any right of set-off under or in relation to any Relevant Document or any payment thereunder (whether pursuant to clause 8.8 of the Lease Agreement or otherwise).

11.1.3

Single Purpose Covenant

(a)

carry on any business other than the transactions contemplated by the Relevant Documents and any business incidental thereto;

(b)

enter into any contract or agreement with any person or otherwise create or incur, any liability to any person, in each case other than as provided for in, or contemplated by, the Relevant Documents, and the documents contemplated by the Relevant Documents, other than such liabilities with respect to Taxes, ordinary operating costs and overhead expenses as have arisen or may arise in the ordinary course of its business as referred to in paragraph (a) above;

(c)

have any employees;

(d)

cease to be validly existing and/or in good standing, or cease to be resident for tax purposes, or cease to have its Centre of Main Interests, in its jurisdiction of incorporation as at the date of this Agreement;

(e)

redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so;

(f)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(g)

pay, repay or distribute any dividend or share premium reserve;

(h)

pay any management, advisory or other fee to any Aerocentury Related Party (other than to the Lease Manager pursuant to and in accordance with the Lease Management Agreement);

(i)

issue any shares or alter any rights attaching to its issued shares as at the date of this Agreement;

(j)

make any loan;

(k)

incur any borrowing (other than under this Agreement); or

(l)

repay or prepay any borrowing (other than the Loan).

11.1.4

Authorisations, etc.

(a)

The Borrower shall promptly:

(i)

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

(ii)

supply certified copies to the Facility Agent of,

(b)

It shall procure that all relevant protection and perfection filings to be made in its jurisdiction of incorporation in respect of the Security Documents are promptly and timely made, taking account of Applicable Law.

(c)

It shall at all times comply with Applicable Law.

(d)

It shall not make any Prohibited Payment.

(e)

The Borrower will not use, contribute or otherwise make available the proceeds of the Loan for any purpose which is prohibited under the Sanctions, including to any person for the purpose of financing directly or indirectly the activities of any person that (i) is listed on, or owned or controlled by a person that is listed on, or acting on behalf of a person listed on, any list administered by a Sanctions Authority or (ii) is in a country which is subject to Sanctions, to the extent such financing would be prohibited by the Sanctions.

(f)

The Borrower and its directors and officers will not (and the Borrower will take all reasonable steps to ensure that none of its directors, officers or Affiliates will), directly or indirectly, engage in any activity which is prohibited under the Sanctions (unless any such activity is conducted in compliance with a permit, certificate or other approval issued under the Sanctions), including Specified Sanctioned Dealings.

11.1.5

Negative Pledge

11.1.6

Notification of Default

11.1.7

Information: miscellaneous

11.1.8

Notices

11.1.9

Further Assurance

(a)

to maintain the registration of the Aircraft in accordance with the Lease;

(b)

as a consequence of the Cape Town Convention being or becoming Applicable Law in relation to the Borrower, the Lessee, any Permitted Sub-Lessee or the Airframe or any of the Engines, or Spain being a "Contracting State" for the purposes of the Cape Town Convention, including, without limitation, where this paragraph (b) is applicable, for the purposes of effecting registration on the International Registry of (thereby establishing, preserving or varying the priority of) any applicable international interests, prospective international interests, sales, prospective sales, assignments and prospective assignments and the effect of any agreements relating to priority and subordination, each as created by or contemplated by the Relevant Documents, and/or otherwise ensuring the enforceability of the Relevant Documents in the light of the terms of the Cape Town Convention and having regard to the intent and terms of the Relevant Documents and/or protecting the rights and remedies of the Finance Parties thereunder, including (x) executing and submitting, or procuring the execution of and submission of, an irrevocable de-registration and export request authorisation in respect of the Aircraft in favour of the Security Agent to the aviation authority of the State of registry for recordation, and (y) amending, restating, revising, novating, terminating and replacing, executing, re-executing or otherwise adapting any Relevant Document in such a manner as to permit the interests created under the Relevant Documents to constitute international interests to the satisfaction of the Security Agent and consenting to any registrations on the International Registry as requested by the Security Agent, provided that no action shall be required if it (i) would have the effect of materially altering the terms of this Agreement or otherwise involve any re-negotiation of any of the substantive terms of the Relevant Documents or (ii) it would, or would be reasonably likely to, adversely affect the tax treatment of the transactions contemplated by the Relevant Documents (and the Borrower further undertakes that it will not register or attempt to register or discharge or vary any international interest, or make or attempt to make any other registration or any discharge or amendment of any other registration or consent to any such action, on the International Registry, in relation to the Lessee, any Permitted Sub-Lessee, any Finance Party, the Aircraft, the Airframe, the Engines or any Part, unless requested to do so by the Facility Agent); or

(c)

otherwise to give effect to the purposes and intent of the Relevant Documents or the transactions thereby contemplated or to protect the rights and remedies of the Finance Parties thereunder.

11.1.10

"Know your customer" checks

(a)

the introduction of or any change in (or in the interpretation, administration or application of) any Applicable Law made after the date of this Agreement;

(b)

any change in the status of the Borrower or the composition of its shareholders after the date of this Agreement; or

(c)

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

11.1.11

Post-lease responsibility

(a)

During the Post-Lease Responsibility Period for the Aircraft, the Borrower will comply with its obligations relating to the Aircraft as set out in Schedule 8.

(b)

For the period of two years following the expiry of the Aircraft Security Period for the Aircraft, the Borrower shall procure that the Finance Parties are named as additional assureds in relation to the liability insurances for the Aircraft for an amount and on terms otherwise complying with those set out in Schedule 8.

11.1.12

Cape Town Convention

(a)

Definitions

(b)

Cape Town Default

(c)

Borrower Cape Town representations

(i)

the Airframe is an airframe and an aircraft object; and each Engine is an aircraft engine and an aircraft object for the purposes of Article 10 of the Consolidated Text;

(ii)

the Borrower is situated in the United Kingdom for the purposes of Article 3(1) of the Consolidated Text;

(iii)

the Airframe is registered in the aircraft register of Spain, which is the State of registry of the Airframe for the purposes of Article 3(3) of the Consolidated Text;

(iv)

the Borrower has the power to dispose of the Airframe and each Engine for the purposes of Article 10 of the Consolidated Text;

(v)

each Aircraft Mortgage is a security agreement and the security interest constituted by such Aircraft Mortgage is effective to constitute a valid international interest in favour of the Security Agent as creditor and chargee over the Airframe and each Engine for the purposes of the Cape Town Convention;

(vi)

no international interests or prospective international interests have been registered with the International Registry in relation to the Airframe or any Engine, other than to the extent that the registrations of such international interests or prospective international interests have been discharged on or before the date hereof to the satisfaction of the Security Agent;

(vii)

no sale or prospective sale has been registered with the International Registry in relation to the Airframe or any Engine, other than to the extent that such registration relates to a sale or prospective sale of the Airframe or, as the case may be, Engine that occurred prior to the sale of such aircraft object to the Borrower;

(viii)

no non-consensual right or interest exists in relation to the Airframe or any Engine which, under the laws of (i) the jurisdiction where the Borrower is situated, or (ii) the State of registry of the Airframe, has priority over the international interest constituted in respect of the Airframe or, as applicable, the relevant Engine, in favour of the Security Agent as creditor and chargee pursuant to the Aircraft Mortgage, by virtue of a declaration made by such Borrower jurisdiction or by such State of registry in accordance with Article 52 of the Consolidated Text (including as incorporated into English law by Regulation 18 of the Cape Town UK Regulations).

(d)

Borrower Cape Town Undertakings

(i)

the Borrower shall cooperate with the Security Agent and will at the Borrower's expense take all actions as may be reasonably requested of it, with respect to effecting registration of any international interest of the Security Agent as creditor and chargee, in respect of each of the Airframe and Engines and the assignment of associated rights and transfer of related international interest in favour of the Security Agent as assignee pursuant to the Security Assignment in priority to all other registrable interests, and shall do all such acts and execute all such documents as may be necessary to perfect and preserve such priority filings and in order to receive the benefit of all rights, powers and remedies permitted by the Consolidated Text;

(ii)

if an Engine is replaced by a replacement engine purchased in accordance with clause 14.3 of the Lease, the Borrower and the Security Agent shall, on or prior to title to the replacement engine being vested in the Borrower, take such steps as shall be available to them under the terms of the Consolidated Text (including as incorporated into English law by Regulation 17 of the Cape Town UK Regulations) and as are necessary:

(A)

to constitute in favour of the Security Agent as a creditor and a chargee, an international interest in the replacement engine, including (but not limited to) entering into a supplemental aircraft mortgage with the Security Agent in respect of such the replacement engine in substantially the form of each Aircraft Mortgage in respect of the replaced Engine; and

(B)

to register such international interest in accordance with Chapter V of the Consolidated Text (including as incorporated into English law by Regulation 17 of the Cape Town UK Regulations); and

(iii)

the Borrower shall procure that the Lessee shall, on the Utilisation Date or as soon as practicable after the Utilisation Date, execute and deliver to the Aviation Authority (being the registry authority for the purposes of the Cape Town Convention) the IDERA in favour of the Security Agent.

11.1.13

Lessee Deregistration Power of Attorney

11.1.14

Effective Time Notice

11.2

Finance Party undertakings

11.2.1

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

11.2.2

Each of the Finance Parties severally agrees that:

(a)

provided no Event of Default is continuing, it will not interfere with the quiet use, possession and enjoyment of the Aircraft by the Borrower; and

(b)

provided no Event of Default or Termination Event is continuing, it will not interfere with the quiet use, possession and enjoyment of the Aircraft by the Lessee.

12

Events of default and Total Loss Prepayment Event

12.1

Each of the events and circumstances set out in clause 12.1 is an Event of Default.

12.1.1

Non-Payment

12.1.2

Events of default with no grace period

(a)

The Borrower breaches any of its obligations under any of clauses 3.4 (Conditions subsequent), 11.1.2 (Amendments, etc.), 11.1.3 (Single purpose covenant) and/or 11.1.5 (Negative pledge).

(b)

Other than pursuant to the Share Charge, the Guarantor creates (or consents to the creation of) any Security over or with respect to the shares in the Borrower or sells, transfers or otherwise disposes of any such shares.

12.1.3

Other Obligations

12.1.4

Misrepresentations

12.1.5

Insolvency

(a)

The Borrower, the Guarantor or the Lease Manager is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its Indebtedness;

(b)

The value of the assets of the Borrower, the Guarantor or the Lease Manager is less than its liabilities (taking into account contingent and prospective liabilities); or

(c)

A moratorium is declared in respect of any Indebtedness of the Borrower, the Guarantor or the Lease Manager,

12.1.6

Insolvency proceedings

(a)

the suspension of payments, a moratorium of any indebtedness, bankruptcy, liquidation, winding-up, administration, insolvency, examinership, reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or dissolution of the Borrower, the Guarantor or the Lease Manager;

(b)

a composition, compromise, assignment or arrangement with any creditor of the Borrower, the Guarantor or the Lease Manager;

(c)

the appointment of a liquidator, receiver, administrative receiver, examiner, administrator, compulsory manager or other similar officer in respect of the Borrower, the Guarantor or the Lease Manager or any of their respective assets; or

(d)

enforcement of any Security over any assets of the Borrower, the Guarantor or the Lease Manager,

12.1.7

Creditors' process

12.1.8

Repudiation

12.1.9

Cross-default

(a)

Subject to clause 10 (Remarketing period) of the Proceeds Deed (if applicable), a Termination Event occurs and is continuing under the Lease.

(b)

A "Companion Aircraft Event of Default" occurs and is continuing under any Companion Aircraft Relevant Document.

(c)

Subject to clause 10 (Remarketing period) of the Proceeds Deed (as such term is defined in the Companion Aircraft Senior Loan Agreement) (if applicable), a "Companion Aircraft Termination Event" occurs and is continuing under the Companion Aircraft Lease Agreement.

12.1.10

Cessation of business

12.1.11

Post-Lease responsibility

12.2

Lenders' rights

12.2.1

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

(a)

cancel any obligation to disburse the Total Facility Commitments not previously disbursed, whereupon they shall immediately be cancelled; and/or

(b)

subject to clause 10 (Remarketing period) of the Proceeds Deed, (if applicable), declare that the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents shall be immediately due and payable, whereupon they shall become immediately due and payable.

12.2.2

If at any time an Event of Default is continuing, all Proceeds obtained by the Finance Parties shall be applied in accordance with the Proceeds Deed.

12.2.3

Notwithstanding any other provision of any Relevant Document, no Finance Party shall have any obligation to pay to any Obligor any amount at any time at which a Default is continuing.

12.3

Total Loss Prepayment Event

13

Indemnities

13.1

Currency indemnity

13.1.1

If any sum due from the Borrower 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:

(a)

making or filing a claim or proof against the Borrower; or

(b)

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

13.1.2

The Borrower 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.

13.2

Operational Indemnity

13.2.1

The Borrower shall from time to time within five Business Days of demand indemnify each Indemnitee for all costs and expenses of or arising from the matters referred to in paragraph (a) below and indemnify and hold harmless each Indemnitee from and against all Losses:

(a)

relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of the design, manufacture, testing, sale, purchase, delivery, import, export, registration, ownership, possession, control, use, operation, leasing pursuant to the Lease, sub-leasing, wet leasing, insurance, maintenance, repair, refurbishment, condition, service, overhaul, modification, change, alteration, loss, damage, removal, storage or re-delivery of, in or to the Aircraft or any part thereof, or otherwise in connection with the Aircraft or any part thereof, or relating to loss or destruction of or damage to any property, or death or injury of, or other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of (in each case whether directly or indirectly) any of the above matters;

(b)

which may at any time be made or brought on the ground that any design, article or material in the Aircraft or any part thereof or the operation or use thereof constitutes an infringement of any patent or other intellectual property right;

(c)

which may at any time be incurred by such Indemnitee in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Aircraft or any part thereof, or in securing the release of the Aircraft or any part thereof from any such occurrence;

(d)

representing costs, expenses or other amounts representing Losses which the Borrower has agreed to pay and which shall be claimed from or paid by any Indemnitee, and against any Losses incurred by any Indemnitee by reason of any delay or failure of the Borrower to pay any such costs, expenses or other amounts and/or which are otherwise sustained or incurred by such Indemnitee as a consequence of any default by the Borrower in the due and punctual performance of any of its obligations under any of the Relevant Documents; and/or

(e)

any Total Loss in relation to the Aircraft, the Airframe or any Engine or any part of the Aircraft, the Airframe or any Engine.

13.2.2

The indemnities in clause 13.2.1 shall not extend to any Losses:

(a)

which represent ordinary and usual operating and overhead expenses of any Finance Party suffering or incurring such Losses other than any such expense caused directly or indirectly by the occurrence of a Default or Relevant Event; or

(b)

suffered by an Indemnitee as a result of a breach by such Indemnitee of any of its express obligations under any of the Relevant Documents to which it is a party (not caused by the breach or misrepresentation of any other party to the Relevant Documents under or in respect of the Relevant Documents or the gross negligence or fraudulent or wilful misconduct of any such other party); or

(c)

to the extent that such Losses would not have arisen or been suffered or incurred by any Indemnitee, but for the wilful misconduct or gross negligence on the part of such Indemnitee; or

(d)

resulting out of or arising from any Taxes or a loss of Tax benefits or increases in Tax liability (without prejudice to the Finance Parties' rights in respect thereof under this Agreement or the Relevant Documents); or

(e)

which in accordance with the terms of any of the Relevant Documents the relevant Finance Party has agreed to bear or which are expressed therein to be for the relevant Finance Party's own account.

13.3

Miscellaneous Indemnities

13.3.1

the occurrence or continuance of any Default or Relevant Event (including, for the avoidance of doubt and without limitation, Losses incurred in relation to any repossession, sale and/or re-lease of the Aircraft by the Security Agent or in carrying out any work or modification required to put the Aircraft into a condition acceptable to a purchaser or lessee or in storing, insuring and maintaining the Aircraft following any repossession);

13.3.2

any person (other than an Indemnitee) bringing or seeking to bring a claim against any Obligor with respect to any claim for breach by any Obligor of any obligation under any Relevant Document;

13.3.3

a failure by any Obligor to pay any amount due under a Relevant Document on its due date or to perform any other obligation under a Relevant Document when due;

13.3.4

in the case of a Lender, funding, or making arrangements to fund, its participation in the Loan (including entering into any deposits, hedging arrangements and swaps (internally and/or with third parties) to effect or maintain all or any of its Contributions in the Loan) once requested by the Borrower in a Utilisation Request but the Loan not being advanced (or being advanced other than on the proposed Utilisation Date specified in the relevant Utilisation Request) by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone); or

13.3.5

in connection with the protection, preservation and enforcement of the Security constituted by the Security Documents and/or the protection, preservation and enforcement of the rights of any of the Indemnitees under the Relevant Documents.

13.4

Indemnity to the Lenders' Representatives

13.5

The Borrower shall indemnify the Security Agent promptly upon receipt of a written demand for any costs and expenses incurred by it in taking any action required of it pursuant to either of clauses 3.5 (Assignment) and 9 (Further Assurance) (or any equivalent provision) of the Security Assignment or either of clause 7.1 (Release/Discharge of Mortgage Agreement) (or any equivalent provision) of the Aircraft Mortgage.

14

Changes in circumstances; mitigation

14.1

Illegality and change in law

14.1.1

Without prejudice to clause 14.5, if:

(a)

at any time (i) there is an Applicable Law binding upon any Party or any Obligor in the jurisdiction in which it is formed or has its principal office or Facility Office or in which any action is required to be performed by it for the purposes of this Agreement or any other Relevant Document which renders it unlawful for that Party or Obligor to perform any of its obligations or to exercise any of its rights, under this Agreement or any of the other Relevant Documents or, in the case of any Lender, for that Lender to contribute to or maintain or fund its Commitment and/or Contribution or any part of any of them, including any unlawfulness or illegality giving rise to any economic or financial sanctions administered or enforced by any Sanctions Authority or (ii) a Party or the Lessee (or any Affiliate of a Party or the Lessee) receives written notice or advice from a Sanctions Authority that penalties will be imposed by a Sanctions Authority as a result of the Loan or any other business or financial relationship with another Party or the Lessee (or any Affiliate of any Party or the Lessee); or

(b)

by reason of any change in Applicable Law, the rights of the Finance Parties under the Finance Documents are or will be materially and adversely affected; or

(c)

by reason of any change in Applicable Law, any Security Document shall cease to constitute duly perfected and enforceable first priority Security in accordance with the terms thereof over any of the relevant Collateral or Assigned Property,

(i)

to cancel the Total Aircraft Commitments; or

(ii)

if such event occurs after the Utilisation Date, to require the Borrower to prepay the Loan together with all interest accrued thereon and all other amounts then due and owing under the terms of this Agreement,

14.1.2

In this clause 14.1, Relevant Date means the later of:

(a)

the date of the Notice; and

(b)

a future date specified in the Notice being prior to:

(i)

the date on which the unlawfulness referred to in clause 14.1.1(a) takes effect; or

(ii)

the date on which the change in Applicable Law referred to in clauses 14.1.1(b) or 14.1.1(c) takes effect.

14.2

Increased Costs

14.2.1

Subject to clause 14.4 (Exceptions) the Borrower shall, within five Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which:

(a)

arises as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any Applicable Law or (ii) compliance with any Applicable Law made after this Agreement;

(b)

is a Basel 3 Increased Cost;

(c)

arises as a result of the implementation or application of or compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any law or regulation made under, or connected with, that Act; and/or

(d)

arises as a result of the implementation or application of, or compliance with, CRD IV or any law or regulation that implements or applies CRD IV.

14.2.2

In this Agreement Increased Costs means:

(a)

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

(b)

an additional or increased cost; or

(c)

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

14.3

Increased Cost claims

14.3.1

A Finance Party intending to make a claim pursuant to clause 14.2 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify in writing the Borrower and (prior to the Lease Termination Date) the Lessee.

14.3.2

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount and the calculation of its Increased Costs.  The Facility Agent shall make such demand if the Borrower so requests and promptly provide the Borrower with a copy of any certificate that it receives.

14.4

Exceptions

14.4.1

Clause 14.2 (Increased Costs) does not apply to the extent any Increased Cost is:

(a)

attributable to a Tax Deduction required by law to be made by the Borrower;

(b)

compensated for by clause 9.3 (Tax indemnity) (or would have been compensated for under clause 9.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 9.3.2 applied);

(c)

attributable to a breach by the relevant Finance Party of any of its express obligations under any of the Relevant Documents to which it is a party (not caused by the breach or misrepresentation of any other party to the Relevant Documents under or in respect of the Relevant Documents or the gross negligence or fraudulent or wilful misconduct of any such other party); or

(d)

attributable to the gross negligence or wilful breach by the relevant Finance Party or its Affiliates of any Applicable Law; or

(e)

a Basel 2 Increased Cost, unless such Increased Cost is also the consequence of the introduction of, or any change in, or in the interpretation, administration or application of, any Applicable Law which is not a Basel 2 Regulation.

14.5

Mitigation

14.5.1

Each Finance Party shall, in consultation with the Borrower and (prior to the Lease Termination Date) the Lessee (such consultation to be for a maximum period of 45 days, or such lesser period as may be required by Applicable Law), take such reasonable steps it can take 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 9 (Tax gross-up and indemnities) and clause 14 (Changes in circumstances; mitigation) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

14.5.2

Clause 14.5.1 above does not in any way limit the obligations of the Obligors under the Relevant Documents.

14.6

Limitation of liability

14.6.1

The Borrower shall indemnify each Finance Party for all Losses reasonably incurred by that Party as a result of steps taken by it under clause 14.5 (Mitigation).

14.6.2

A Finance Party is not obliged to take any steps under clause 14.5 (Mitigation) if, in the opinion of that Finance Party, to do so might be prejudicial to it.

14.6.3

No Finance Party has any liability for any failure to mitigate or reduce any relevant liability pursuant to clause 14.5 (Mitigation).

14.7

Third Parties Act

15

Limitation on recourse

16

Assignment, transfers and lending offices

16.1

Benefit and burden

16.2

No assignment by Borrower

16.3

Assignments and transfers by the Lenders

16.3.1

assign any of its rights; or

16.3.2

transfer by novation any of its rights and obligations,

16.4

Conditions of assignment or transfer

16.4.1

Without prejudice to the provisions of clause 16.4.4, the consent of the Borrower is not required for an assignment or transfer by an Existing Lender.

16.4.2

An assignment will only be effective on:

(a)

receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender; and

(b)

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

16.4.3

A transfer will only be effective if the procedure set out in clause 16.7 (Procedure for transfer) is complied with.

16.4.4

If:

(a)

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

(b)

as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under clause 9 (Tax gross-up and indemnities) or clause 14.2 (Increased Costs),

16.4.5

Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with the Relevant Documents on or prior to the date on which the transfer or assignment becomes effective in accordance with the Relevant Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

16.5

Assignment or transfer fee

16.6

Limitation of responsibility of Existing Lenders

16.6.1

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(a)

the legality, validity, effectiveness, adequacy or enforceability of the Relevant Documents or any other documents;

(b)

the financial condition of the Obligors;

(c)

the performance and observance by the Obligors of their obligations under the Relevant Documents or any other documents;

(d)

the application of any Basel 2 Regulation to the transactions contemplated by the Relevant Documents; or

(e)

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

16.6.2

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

(a)

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

(i)

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

(ii)

the application of any relevant Basel 2 Regulation to the transactions contemplated by the Relevant Documents,

(b)

will continue to make its own independent appraisal of:

(i)

the creditworthiness of the Obligors and their related entities; and

(ii)

the application of any relevant Basel 2 Regulation to the transactions contemplated by the Relevant Documents,

16.6.3

Nothing in any Relevant Document obliges an Existing Lender to:

(a)

accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 16; or

(b)

support any Losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under its Party Documents or by reason of the application of any Basel 2 Regulation to the transactions contemplated by the Relevant Documents or otherwise.

16.7

Procedure for transfer

16.7.1

Subject to the conditions set out in clause 16.4 (Conditions of assignment or transfer) a transfer is effected in accordance with clause 16.7.4 when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to clause 16.7.2, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

16.7.2

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

16.7.3

Each of the Lenders and the Borrower hereby appoint the Facility Agent to execute on their behalf any Transfer Certificate delivered to it in accordance with clause 16.7.1.

16.7.4

On the Transfer Date:

(a)

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

(b)

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

(c)

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

(d)

the New Lender shall become a Party as a "Lender".

16.8

Copy of Transfer Certificate to Borrower

17

Role of the Facility Agent

17.1

Appointment of the Facility Agent

17.1.1

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

17.1.2

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

17.2

Duties of the Facility Agent

17.2.1

The Facility Agent's duties under and in relation to the Relevant Documents are solely mechanical and administrative in nature.

17.2.2

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

17.2.3

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

17.2.4

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

17.2.5

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

17.2.6

Except as specifically provided in the Finance Documents, the Facility Agent has no obligations of any kind to any other Party under or in connection with the Relevant Documents (and no obligations shall be implied).

17.3

[Intentionally blank]

17.4

[Intentionally blank]

17.5

No fiduciary duties

17.6

Business with the Obligors

17.7

Rights and discretions of the Facility Agent

17.7.1

The Facility Agent may rely on:

(a)

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

(b)

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

17.7.2

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

(a)

no Default has occurred (unless it has actual knowledge of a Default arising under clause 12.1.1 (Non-payment)); and

(b)

any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

17.7.3

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

17.7.4

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

17.7.5

The Facility Agent may disclose to any other Party or Obligor any information it reasonably believes it has received as agent under the Relevant Documents.

17.7.6

Notwithstanding any other provision of any Relevant Document to the contrary, the Facility Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any Applicable Law or a breach of a fiduciary duty or duty of confidentiality.

17.8

Majority Lenders' instructions

17.8.1

Unless a contrary indication appears in a Finance Document, the Facility Agent shall (a) exercise any right, power, authority or discretion vested in it under the Relevant Documents in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it under the Relevant Documents) and (b) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

17.8.2

Unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders will be binding on all the Finance Parties.

17.8.3

The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any Losses (together with any associated VAT) which it may incur in complying with the instructions.

17.8.4

In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

17.8.5

The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

17.9

Responsibility for documentation

17.9.1

for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Finance Party or any Obligor, any Aerocentury Related Party or any other person given in or in connection with any Relevant Document;

17.9.2

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

17.9.3

for the application of any Basel 2 Regulation to the transactions contemplated by the Relevant Documents; or

17.9.4

for any determination as to whether any information provided or to be provided to any Finance Party is non public information the use of which may be regulated or prohibited by any Applicable Law relating to insider dealing or otherwise.

17.10

Exclusion of liability

17.10.1

Without limiting clause 17.10.2, neither Lenders' Representative will be liable for any action taken by it under or in connection with any Relevant Document, unless directly caused by its gross negligence or wilful misconduct.

17.10.2

No Party (other than the relevant Lenders' Representative) may take any proceedings against any officer, employee or agent of a Lenders' Representative in respect of any claim it might have against such Lenders' Representative or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Relevant Document and any officer, employee or agent of the Lenders' Representatives may rely on this clause subject to clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.

17.10.3

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

17.10.4

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

17.11

Lenders' indemnity to the Lenders' Representatives

17.12

Resignation of the Facility Agent

17.12.1

The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Parties and (prior to the Lease Termination Date) the Lessee.

17.12.2

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

17.12.3

If the Majority Lenders have not appointed a successor Facility Agent in accordance with clause 17.12.2 within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Borrower and (prior to the Lease Termination Date) the Lessee) may appoint a successor Facility Agent.

17.12.4

The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records, enter into such agreements and make such filings and otherwise provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Relevant Documents.

17.12.5

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

17.12.6

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Relevant Documents but shall remain entitled to the benefit of this clause 17. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

17.12.7

After consultation with the Borrower and (prior to the Lease Termination Date) the Lessee, the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with clause 17.12.2. In this event, the Facility Agent shall resign in accordance with clause 17.12.2.

17.13

Confidentiality

17.13.1

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

17.13.2

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

17.14

Relationship with the Lenders

(a)

entitled to or liable for any payment due under any Relevant Document on that day; and

(b)

entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Relevant Document made or delivered on that day,

17.15

Credit appraisal by the Lenders

17.15.1

the financial condition, status and nature of each Obligor;

17.15.2

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

17.15.3

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

17.15.4

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

17.15.5

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

17.16

Deduction from amounts payable by the Lenders' Representatives

18

Conduct of business by the Finance Parties

18.1

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

18.2

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

18.3

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

19

Sharing among the Finance Parties

19.1

Payments to Finance Parties

19.1.1

the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

19.1.2

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by a Lenders' Representative and distributed in accordance with clause 20 (Payment mechanics), without taking account of any Tax which would be imposed on either Lenders' Representative in relation to the receipt, recovery or distribution; and

19.1.3

the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with clause 20.4 (Partial payments).

19.2

Redistribution of payments

19.3

Recovering Finance Party's rights

19.4

Reversal of redistribution

19.4.1

each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

19.4.2

as between the Borrower and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrower.

19.5

Exceptions

19.5.1

This clause 19 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and enforceable claim against the Borrower.

19.5.2

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(a)

it notified that other Finance Party of the legal or arbitration proceedings; and

(b)

that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

20

Payment mechanics

20.1

Payments to the Facility Agent

20.1.1

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

20.1.2

Payment shall be made to the Dollar Account or to such other account in the principal financial centre of the country of the relevant currency (or, in relation to Euro, in a principal financial centre in a Participating Member State or London) with such bank as the Facility Agent specifies.

20.2

Distributions by the Lenders' Representatives

20.3

Clawback

20.3.1

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

20.3.2

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

20.4

Partial payments

20.4.1

If a Lenders' Representative receives a payment that is insufficient to discharge all the amounts then due and payable by the Obligors under the Relevant Documents, the relevant Lenders' Representative shall apply that payment towards the obligations of the Obligors under the Relevant Documents in the following order:

(a)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Lenders' Representatives under the Finance Documents;

(b)

secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(c)

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(d)

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

20.4.2

The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in clause 20.4.1(b) to 20.4.1(d).

20.4.3

Clauses 20.4.1 and 20.4.2 will override any appropriation made by an Obligor.

20.5

No set-off by the Borrower

20.6

Business Days

20.6.1

When any payment under any Relevant Document would otherwise be due on a day which is not a Business Day, the due date for payment shall be extended to the next following Business Day, unless such Business Day falls in the next calendar month, in which case payment shall be made on the immediately preceding Business Day.

20.6.2

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

20.7

Currency of account

20.7.1

Subject to clauses 20.7.3 to 20.7.5, the currency of account and payment for any sum due from an Obligor under any Relevant Document is Dollars.

20.7.2

A repayment of the Loan or an Unpaid Sum or a part of the Loan or an Unpaid Sum shall be made in the currency in which the Loan or relevant Unpaid Sum is denominated.

20.7.3

Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

20.7.4

Each payment in respect of Losses or Taxes shall be made in the currency in which the Losses or Taxes are incurred.

20.7.5

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

21

Set-off

22

Notices

23

Calculations and certificates

23.1

Accounts

23.2

Certificates and Determinations

23.3

Day count convention

23.3.1

Subject to clause 23.3.2, any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

23.3.2

Any interest accruing on the Loan will accrue from day to day and is calculated on the basis of a year of 360 days consisting of 12 months of 30 days each.

24

Confidentiality

25

Partial invalidity; remedies and waivers

25.1

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

25.2

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

26

Amendments and waivers

26.1

Required consents

26.1.1

Subject to clause 26.2 (Exceptions) any term of the Relevant Documents may be amended or waived only with the consent of the Majority Lenders, the Borrower and (prior to the Lease Termination Date) the Lessee and any such amendment or waiver will be binding on all Parties.

26.1.2

The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause.

26.2

Exceptions

26.2.1

An amendment or waiver that has the effect of changing or which relates to:

(a)

the definition of "Majority Lenders" in clause 1.1 (Definitions);

(b)

an extension to the date of payment of any amount under the Relevant Documents;

(c)

a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d)

an increase in or an extension of any Commitment;

(e)

a change in the currency in which any amount is payable under the Relevant Documents;

(f)

any provision which expressly requires the consent of all the Lenders;

(g)

clause 2.3 (Finance Parties' rights and obligations), clause 16 (Assignment, transfers and lending offices) or this clause 26; or

(h)

any Security Document,

26.2.2

An amendment or waiver which relates to the rights or obligations of the Facility Agent or the Security Agent (each in their capacity as such) may not be effected without the consent of the Facility Agent or the Security Agent respectively.

26.3

Third Parties Act

27

Counterparts

28

Governing law

29

Enforcement

29.1

Jurisdiction

29.1.1

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a Dispute).

29.1.2

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

29.1.3

This clause 29.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by Applicable Law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

1

We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2

The Borrower wishes to borrow the Loan relating to the Aircraft on the following terms:

(a)

Proposed Utilisation Date: [ ]

(b)

Amount: USD______________

3

We confirm that:

(a)

the Purchase Price for the Aircraft is USD [ ]; and

(b)

we shall indemnify the Finance Parties in respect of any Losses (including Make-Whole Amount) suffered or incurred if, for any reason, utilisation does not take place on such date or at all.

4

The proceeds of the Loan should be applied in accordance with the provisions of the Payment Direction Deed.

5

This Utilisation Request is irrevocable.

6

The Lessee confirms that (a) the representations and warranties made by it under clause 2 of the Lease remain correct and no Relevant Event has occurred at the date of this Utilisation Request; (b) since 31 December 2014 there has been no material adverse change in (i) the financial condition, financial results, business, operations or prospects of the Lessee or (ii) the Lessee's ability to perform its obligations under any of its Party Documents; and (c) no Total Loss of, or Major Damage to, the Aircraft or any part thereof has occurred.

7

The Borrower confirms that the representations and warranties made by it under clause 10 of the Agreement remain correct and that no Default (not caused by a Relevant Event) has occurred at the date of this Utilisation Request.

8

The Lessee confirms its agreement to this Utilisation Request.

1

Copies, certified by an officer of the Borrower, the Guarantor or the Lease Manager (as applicable) to be a true, complete and up-to-date copy, of the Borrower's, the Guarantor's and the Lease Manager's constituent documents.

2

Copies, certified by an officer of the Borrower, the Guarantor or the Lease Manager (as applicable) to be a true copy, and as being in full force and effect and not amended or rescinded, of resolutions of the Borrower's, the Guarantor's and the Lease Manager's board of directors:

(a)

approving the transactions contemplated by the Relevant Documents; and

(b)

authorising a person or persons to sign and deliver on its behalf its respective Party Documents and any notices or other documents to be given pursuant thereto.

3

Specimen signatures, authenticated by an officer of the relevant party, of each of the authorised signatories referred to in paragraph 2(b) of this Schedule 3.

4

A copy, certified as a true copy by an officer of the Borrower, the Guarantor or the Lease Manager (as applicable) of all Authorisations (if any) required by the Borrower, the Guarantor or the Lease Manager to authorise the execution, delivery and the performance of its respective Party Documents and the performance by it of its obligations under the same (or, as applicable, a certificate from each such person stating that no such Authorisation is required).

5

An original of each of the following Relevant Documents, duly executed by the parties thereto:

(a)

this Agreement;

(b)

the Payment Direction Deed;

(c)

the Proceeds Deed;

(d)

the Guarantee;

(e)

the Share Charge (together with all ancillary documents required to be delivered to the Security Agent thereunder on or before the first drawdown hereunder (including the original share certificate);

(f)

the Lease Management Agreement; and

6

A copy, certified as a true copy by an authorised officer of the Borrower, the Guarantor or the Lease Manager (as applicable), of a letter from its agent for receipt of service of process referred to in any Relevant Documents accepting its appointment.

7

A copy, certified as a true copy by an authorised officer of the Borrower, the Guarantor or the Lease Manager (as applicable), of a letter from its agent for receipt of service of process required by any of its Party Documents (to the extent not already covered by the letter provided pursuant to paragraph 6 above) relating to the Aircraft accepting its appointment.

8

The written agreement of the Obligors to any replacement of Schedule 4 referred to in clause 5.5.

9

The original Bill of Sale for the Aircraft.

10

Originals of all historic bills of sale for the Aircraft.

11

An original of each Security Document (in the case of the Lessee Deregistration Power of Attorney and the Lessor Deregistration Power of Attorney, duly notarised and apostilled), the Lease, the Deed of Novation and Restatement, the Effective Time Notice and each other Relevant Document relating to the Loan or Aircraft and not provided under paragraph 5 above or this paragraph 11 (and all documents required by any such document to be delivered to the Finance Parties by the Utilisation Date for the Loan), duly executed by each party thereto.

12

Evidence satisfactory to the Facility Agent that all of the conditions precedent under each of the other Relevant Documents shall have been satisfied or waived in accordance with the terms thereof.

13

Evidence that (a) all Authorisations necessary for any matter or thing contemplated by the Relevant Documents and for the legality, validity, enforceability, admissibility in evidence and effectiveness of the Relevant Documents have been obtained or effected on an unconditional basis and remain in full force and effect (or, in the case of effecting of any registrations and filings, that arrangements satisfactory to the Facility Agent have been made for effecting the same simultaneously with, or within any applicable time limit after, the relevant Delivery) and (b) all registration, notarial, consular and translation fees (if any) due and payable in any applicable jurisdiction in connection with any Relevant Document have been duly paid in full.

14

Legal opinions in form and substance satisfactory to the Facility Agent from:

(a)

Clifford Chance LLP, English legal advisers to the Facility Agent;

(b)

Berwin Leighton Paisner LLP, English legal advisers to the Borrower;

(c)

in-house counsel to the Guarantor;

(d)

Aeroiuris, legal advisers to the Lessee;

(e)

Clifford Chance New York LLP, New York legal advisers to the Facility Agent;

(f)

in-house counsel to the Manufacturer; and

(g)

in-house counsel to the Engine Manufacturer.

15

A tax opinion from KPMG Abogados in respect of Spanish tax matters.

16

An insurance opinion from the Facility Agent's insurance adviser.

17

Confirmation from Aviacion that (i) all conditions precedent to the effectiveness of the Sale Agreement have either been waived or satisfied to its satisfaction and (ii) it has received an amount in respect of the Purchase Price for the Aircraft such that, on receipt of the Loan from the Facility Agent (on behalf of the Borrower), Aviacion will have received the Purchase Price in full and will transfer title to the Aircraft to the Borrower.

18

Evidence that the Borrower is in funds to the extent necessary to make the partial payment of the Purchase Price pursuant to clause 3(b) of the Sale Agreement.

19

Evidence that the Borrower is in funds to the extent necessary to make the payments detailed in clauses 8.2 and 8.3 of the Sale Agreement, and that such payments are made.

20

A copy of the run-off liability insurance certificate required pursuant to clause 5.2 of the Deed of Novation and Restatement.

21

A certificate of an authorised signatory of the Guarantor certifying that it has not issued a "warning notice" or "restrictions notice" (in each case as defined in paragraph 1(2) of Schedule 1B of Part 21A of the Companies Act 2006) in respect of any of the Borrower's shares.

22

A certificate of an authorised signatory of the Borrower certifying that it has not received a "warning notice" or "restrictions notice" (in each case as defined in paragraph 1(2) of Schedule 1B of Part 21A of the Companies Act 2006) in respect of any of its shares.

23

A certified true copy of the register of members of the Borrower.

24

Such other documents and evidence as the Facility Agent may reasonably require.

1

We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2

We refer to clause 16.7 (Procedure for transfer):

(a)