DLA Piper UK LLP101 Barbirolli SquareManchesterM2 3DLUnited Kingdom

Tel: +44 (0) 8700 111 111Fax: +44 (0) 161 235 4111

DATED 2012

(1) [ ]as Lender

(2) [ ]as Borrower

(3) [ ]as Operator

TRIPARTITE AGREEMENTin respect of

one [ ] aircraftmsn [ ]

registration mark [ ]

CONTENTS

1. DEFINITIONS AND CONSTRUCTION ................................................................................. 1

2. REPRESENTATIONS AND WARRANTIES.......................................................................... 5

3. AIRCRAFT MANAGEMENT AGREEMENT ........................................................................ 6

4. OPERATOR'S UNDERTAKINGS ........................................................................................... 8

5. INDEMNITIES........................................................................................................................ 10

6. MISCELLANEOUS ................................................................................................................ 10

7. NOTICES................................................................................................................................. 11

8. GOVERNING LAW AND JURISDICTION .......................................................................... 12

SCHEDULE 1: OPERATIONAL AND MAINTENANCE COVENANTS........................................ 13

SCHEDULE 2: INSURANCE COVENANTS..................................................................................... 14

SCHEDULE 3: FORM OF DEREGISTRATION POWER OF ATTORNEY .................................... 15

SCHEDULE 4: QUARTERLY REPORT ............................................................................................ 17

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THIS TRIPARTITE AGREEMENT is made on 2012

BETWEEN:

(1) [ ] (company number [ ]) whose registered office is at [ ] ("Lender");

(2) [ ] (company number [ ]) whose registered office is at [ ] ("Borrower"); and

(3) [ ] (company number [ ]) whose registered office is at [ ] ("Operator").

BACKGROUND:

A The Borrower is the owner of the Aircraft.

B The Lender has part financed the Owner's purchase of the Aircraft under the terms of the Aircraft Loan Agreement.

C The Borrower and the Operator have entered into the Aircraft Management Agreement in relation to the management and operation of the Aircraft.

D By the Aircraft Mortgage, the Borrower has assigned to the Lender all of its rights, title, interest and benefit in, to and under the Aircraft Management Agreement.

E It is a condition precedent to the Aircraft Loan Agreement that the Borrower and the Operator enter into this Agreement.

IT IS AGREED:

1. DEFINITIONS AND CONSTRUCTION

1.1 Definitions

In this Agreement unless the context otherwise requires:

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

"Aircraft" means the Airframe together with the Engines (whether or not any of the Engines may from time to time be installed on the Airframe) and, where the context permits, references to the "Aircraft" shall include the Manuals and Technical Records and, unless otherwise provided in this Agreement, shall mean the Aircraft as a whole or any part thereof;

"Aircraft Loan Agreement" means the aircraft loan agreement dated on or about the date of this Agreement and made between the Borrower and the Lender in respect of the Aircraft;

"Aircraft Management Agreement" means the [ ] agreement dated [ ] and made between the Operator and the Borrower in respect of the Aircraft;

"Aircraft Mortgage" means the Aircraft Mortgage made on or about the date of this Agreement and made between the Borrower and the Lender in respect of the Aircraft;

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"Airframe" means the [ ] aircraft with manufacturer's serial number [ ] (excluding the Engines or engines from time to time installed thereon), and all Parts installed on or after the date of this Agreement, or which having been removed therefrom are required by the terms of the Finance Documents to remain the property of the Borrower subject to the Finance Documents, and all replacements, renewals and additions made to the foregoing in accordance with the Finance Documents (but excluding those Parts temporarily installed);

"Aviation Authority" means [ ] and each person who shall from time to time be vested with the control and supervision of, or have jurisdiction over, the registration, airworthiness and operation of aircraft or other matters relating to civil aviation in the State of Registration;

"Business Day" means a day other than a Saturday or Sunday when financial institutions in London are generally open for banking business;

"Compulsory Acquisition" means the requisition of title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation or confiscation for any reason of the Aircraft by any government entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

"Default" means an Event of Default or any event or circumstance specified in clause [ ] of the Aircraft Loan Agreement which would (with the expiry of any grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

"Engine" means either of the [ ] engines with manufacturer's serial numbers [ ] and [ ] installed on the Airframe at the date of this Agreement or any other replacement engine substituted, in accordance with the terms of the Finance Documents (other than as a temporary replacement for an engine which had immediately prior to such replacement been an Engine) together with, in each case, all Parts from time to time belonging to, installed in or appurtenant to the relevant engine;

"Event of Default" means any event or circumstance specified as such in clause [ ] of the Aircraft Loan Agreement;

"Facility" means the facility made available under the terms of the Aircraft Loan Agreement;

"Finance Documents" means this Agreement, the Aircraft Loan Agreement, the Security Documents and any other document designated as such by the Lender and the Borrower;

"Holding Company" means, in relation to any person, an entity of which that person is a Subsidiary;

"Insurance" means all policies and contracts of insurance or such other insurance arrangements which are from time to time entered into in respect of the Aircraft pursuant to clause [ ] of the Aircraft Loan Agreement including all claims under the policies and contracts and return of premiums;

"Insurers" means the underwriters, insurance companies, mutual insurance associations or other associations or companies with or by which the Insurances are effected;

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"Loss" means any loss, demand, liability, obligation, claim, action, proceeding, penalty, fine, damage, adverse judgement, order or other sanction, fee and out-of-pocket cost and expense (including any fee and out-of-pocket cost and expense of any legal counsel);

"Maintenance Performer" means the independent maintenance performer approved in writing by the Lender to perform all major maintenance work on the Aircraft and, for the avoidance of doubt, [ ] is hereby approved by the Lender for such purpose;

"Maintenance Programme" means, in relation to the Aircraft, the Airframe, any Engine or any Part, [ ] or such other maintenance programme as may be approved in writing by the Lender from time to time;

"Manuals and Technical Records" means all records, logs, manuals, technical data and other materials and documents (whether kept or to be kept in compliance with any regulation of the Aviation Authority or otherwise and including without limitation any data maintained in a computer or on computer files) relating to the Aircraft;

"Operator Default" means any event or circumstance specified as such in clause 3.1(c);

"Part" means all appliances, parts, accessories, instruments, navigational and communications equipment, furnishings, modules, components and other items of equipment (other than complete Engines or engines);

"Quarter Date" means each of 31 March, 30 June, 30 September and 31 December;

"Security Documents" means the Aircraft Mortgage and any other Security Interest documented and created at any time by the Borrower as security for the Facility;

"Security Interest" means any mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement having similar effect;

"State of Registration" means, [ ] in relation to the Aircraft, or any other state or territory on whose national aircraft register the Aircraft is registered from time to time;

"Subsidiary" means a subsidiary within section 1159 of the Companies Act 2006;

"Taxes" includes all present and future taxes, levies, imposts, duties, fees or charges of whatever nature together with interest thereon and penalties in respect thereof and "Taxation" shall be construed accordingly;

"Total Loss" means any of the following events:

(a) the actual or constructive total loss of the Aircraft (including any damage to the Aircraft which results in an insurance settlement on the basis of a total loss, or requisition for use or hire of the Aircraft which results in an insurance settlement on the basis of a total loss);

(b) the Aircraft being destroyed, damaged beyond repair, or otherwise ceasing to be usable by an airline in the normal course of its business for a period exceeding 60 days;

(c) the Compulsory Acquisition of the Aircraft; or

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(d) the hijacking, theft, confiscation, capture, detention, seizure or requisition for use or hire of the Aircraft, other than where the same amounts to Compulsory Acquisition of the Aircraft for more than 30 days;

"US Dollars" and "US$" means the lawful currency of the United States of America from time to time; and

"Warranties" means:

(a) all warranties in respect of the Airframe, any Engine or Part by any manufacturer or supplier, including all post-delivery rights relating to such warranties [and, as more particularly set out in [ ]]; and

(b) the benefit of any agreement for the repair, overhaul, testing or servicing of the Airframe, any Engine or any Part including the benefit of all warranties and indemnities relating thereto.

1.2 Construction

In this Agreement:

(a) any reference to:

(i) "assets" includes present and future properties, revenues and rights of every description;

(ii) this Agreement or any other agreement or instrument is a reference to this Agreement or that other agreement or instrument as amended or novated;

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

(iv) a "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(v) the "Borrower", the "Lender" or the "Operator" shall, where the context permits, include such person's successors and permitted assigns and any persons deriving title under such person;

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

(vii) a provision of law is a reference to that provision as amended or re-enacted;

(viii) a clause or schedule is a reference to a clause of or schedule to this Agreement;

(ix) a time of day is a reference to London time; and

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(x) a Default (other than an Event of Default) which is "continuing" is a reference to a Default which has not been remedied or waived and any reference to an Event of Default which is "continuing" is a reference to an Event of Default which has not been waived;

(b) words importing the plural include the singular (and vice versa);

(c) the ejusdem generis rule shall not apply and accordingly the interpretation of general words shall not be restricted by being preceded by words including a particular class of acts, matters or things or by being followed by particular examples; and

(d) section, clause and schedule headings are for ease of reference only.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties

Each of the Borrower and the Operator represents and warrants to the Lender that:

(a) Status: it is a company duly incorporated and validly existing and has full power, authority and legal right to own its property and assets and to carry on its business as such business is now being conducted;

(b) Power and Authority: it has all legal power and authority to enter into this Agreement and the Management Agreement and perform its obligations hereunder and thereunder and all action (including any corporate and regulatory action) requiredto authorise the execution and delivery of this Agreement and the Management Agreement and the performance of its obligations hereunder and thereunder has been duly taken;

(c) Legal Validity: this Agreement and the Management Agreement constitutes the legal,valid and binding obligations of the Borrower or Operator (as applicable) enforceable in accordance with its respective terms;

(d) Non-conflict with laws: its entry into and performance of this Agreement and the Management Agreement and the transactions contemplated by this Agreement and the Management Agreement do not and will not conflict with or result in a breach of:

(i) any law, judgment or regulation or any official or judicial order;

(ii) its constitutional documents; or

(iii) any agreement or document to which it is party or which is binding upon it or any of its assets or revenues, nor cause any limitation placed on it or the powers of its directors or members to be exceeded or result in the creation or imposition of any Security Interest on any of its assets pursuant to the provisions of any such agreement or document;

(e) No consents: no consent of, giving of notice to, or registration with, or taking of any other action in respect of, any governmental authority or agency in any relevant jurisdiction or any of its shareholders or creditors is required for or in connection with the execution, validity, delivery and admissibility in evidence in any proceedings of this Agreement or the Management Agreement, or the carrying out by it of any of the transactions contemplated hereby and thereby;

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(f) Litigation: no litigation, arbitration or administrative proceeding is currently taking place or pending or, to its knowledge, threatened against it or its assets;

(g) Taxes on Payments: all payments to be made by it under this Agreement may be made free and clear of, and without deduction for, Taxes and no deductions or withholdings are required to be made therefrom;

(h) Winding Up: no corporate action, legal proceeding or other procedure or step has been or is about to be taken in relation to:

(i) a suspension of payments, moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of it;

(ii) a composition, compromise, assignment or arrangement with any of its creditors or members;

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of it or any of its assets; or

(iv) the enforcement of any Security Interest over its assets;

(i) Pari Passu Ranking: its obligations under this Agreement rank at least pari passu with all its other present and future unsecured obligations save for any obligations mandatorily preferred by law and not by contract; and

(j) Information: all financial, operational and other information supplied to the Lender by it or on its behalf in connection with this Agreement, the Management Agreement or the matters envisaged herein and therein is true and accurate in all material respects.

2.2 Repetition

The representations and warranties in clause 2.1 (Representations and Warranties) shall be deemed to be repeated by the Borrower and the Operator through the continuance of this Agreement, as if made with reference to the facts and circumstances existing from time to time.

3. AIRCRAFT MANAGEMENT AGREEMENT

3.1 Lender's consent to the Aircraft Management Agreement

(a) Subject to clause 3.1(b), the Lender consents to entry into the Aircraft Management Agreement by the Operator and the Borrower.

(b) At any time on or following the occurrence of any Default or any Operator Default, the Lender may revoke its consent to the Aircraft Management Agreement given in clause 3.1(a) and/or exercise of any of its rights and remedies under clause 3.2;

(c) Each of the following events and circumstances constitutes an Operator Default:

(i) the Operator does not comply with any of its duties, obligations or liabilities under this Agreement or the Aircraft Management Agreement;

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(ii) any of the representations and warranties given by (or deemed to be given by) the Operator under clause 2 are or prove to be false, incorrect or misleading in any way;

(iii) the Aircraft is flown without a valid certificate of airworthiness or any other certificate or licence (including any overflight permit) required under any applicable law or regulation, the effect of which would be to invalidate the Insurances or result in or increase the risk of the seizure, confiscation or detention of the Aircraft or otherwise, in the opinion of the Lender, jeopardise or prejudice the rights and interests of the Lender in relation to the Aircraft;

(iv) a [termination event] occurs under the Aircraft Management Agreement other than such termination of the Aircraft Management Agreement as consented to by the Lender;

(v) the Operator abandons the Aircraft, any Engine or any Part [or they are no longer in the possession and unencumbered control of the Operator];

(vi) a material adverse change occurs in the financial condition of Operator, which, in the Lender's opinion may have a material adverse effect on its ability to meet its [material] obligations under this Agreement and/or under the Aircraft Management Agreement;

(vii) the Operator does not have or ceases to have a valid Air Operator's Certificate;

(viii) the Aircraft is not or ceases to be listed on the Operator's Air Operator's Certificate.

3.2 The Lender's Rights

At any time following the occurrence of a Default or an Operator Default, the Lender may in its absolute and sole discretion and at the cost and expense of the[Operator and the] Borrower have the right to:

(a) instruct the Operator to suspend the provision of its services under the Aircraft Management Agreement, and/or cease to operate the Aircraft on account of the Borrower or any of its Affiliates whereupon the Operator shall suspend provision and/or cease operations and shall retain possession and control of the Aircraft for the benefit and to the order of the Lender;

(b) [[require the Operator and the Borrower to] terminate the Aircraft Management Agreement whereupon the Aircraft Management Agreement shall terminate and be of no further effect except in relation to any accrued rights thereunder and except with respect to the Operator's obligation to return the Aircraft to the Borrower or the Lender in the condition required hereunder;]

(c) request prompt delivery of the Aircraft to such location as the Lender may require; and/or

(d) exercise the powers vested in it pursuant to the De-Registration Power of Attorney (in the form of schedule 3) granted by each of the Borrower and the Operator.

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4. OPERATOR'S UNDERTAKINGS

The Operator undertakes, confirms and covenants that:

(a) it shall comply with the terms of this Agreement;

(b) it consents to the assignment by the Borrower of all of the Borrower's right, title, interest and benefit in, to and under the Aircraft Management Agreement (pursuant to the Aircraft Mortgage) and confirms that it has received no other notice in respect of the Aircraft Management Agreement and is not aware of any material default by any party in the performance of its obligations under the Aircraft Management Agreement;

(c) it shall so long as it is the [manager and operator] of the Aircraft, comply with, and act in accordance with, [or (as the case may be) take steps to procure that the Borrower or a third party complies with or acts in accordance with,] the operational and maintenance covenants [as such are detailed in [schedule [ ] to the Aircraft Loan Agreement] [(attached at schedule [ ] to this Agreement)];

(d) it shall immediately notify the Lender of a Total Loss or any damage to the Aircraft;

(e) it shall for so long as it is [manager and operator] of the Aircraft, comply with and act in accordance with, [or (as the case may be) take steps to procure that the Borrower or a third party complies with or acts in accordance with,] the insurance covenants [as such are detailed in [schedule [ ] to the Aircraft Loan Agreement] [(attached at schedule [ ] to this Agreement)];

(f) it shall for so long as it is [manager and operator] of the Aircraft, provide a Quarterly Report on the utilisation of the Aircraft (in the form set out in schedule 4), to the Lender within [14 days] of each Quarter Date;

(g) [notwithstanding that any and all rights and benefits that it may have under the Aircraft Management Agreement against the Borrower shall survive any termination of the Aircraft Management Agreement,] following receipt from the Lender that the Aircraft Mortgage has become enforceable or following the occurrence of any Default or Operator Default, and at the request of the Lender, it will (at the cost and expense of the Borrower) promptly deliver the Aircraft to the Lender at any location that the Lender may reasonably request and, pending such delivery, hold the Aircraft to the order of the Lender;

(h) notwithstanding its receipt of notice from the Lender that the Aircraft Mortgage has become enforceable, it acknowledges every right, power, option and discretion that is vested in the Borrower under the Aircraft Management Agreement, including the right to grant any consent, approval, waiver or confirmation, will be exercisable by the Lender to the exclusion of the Borrower, provided that the Lender will act in accordance with the Aircraft Management Agreement [and provided that the Operator will have no obligation to provide aircraft management services under the Aircraft Management Agreement except if and to the extent agreed between the Operator and the Lender];

(i) it will not seek to exercise any lien or any right of detention over the Aircraft, any Engine or any Part whether pursuant to the Aircraft Management Agreement or otherwise without the Lender's express and prior written consent;

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(j) it will upon demand by the Lender, pay all sums payable under the Aircraft Management Agreement to the Lender as specified in any written demand therefor by the Lender;

(k) it will not assign or transfer any of its rights and/or obligations under the Aircraft Management Agreement or agree to any variation, amendment or extension of any term of the Aircraft Management Agreement without first having obtained the Lender's prior written and express consent thereto;

(l) it will permit the Lender to enforce all other rights and benefits whatsoever accrued or accruing to the Borrower under the Aircraft Management Agreement and for this purpose permit the Lender to take over or institute all proceedings on behalf of the Borrower in respect thereof;

(m) it will not terminate the Aircraft Management Agreement nor exercise its rights under clause [ ] of the Aircraft Management Agreement [without first giving 30 days prior written notice to the Lender of its intention to do so];1

(n) it shall not, without the Lender's express and prior written consent, take any action, legal proceedings or step in relation to the winding-up, dissolution or administration of the Borrower;

(o) it will notify the Lender in writing of any default under the terms of the Aircraft Management Agreement;

(p) it shall ensure that the Manuals and Technical Records are at all times stored safely at [ ] airport or such other airport in [ ] as the Lender may permit in writing;

(q) it shall, for so long as it is [manager and operator] of the Aircraft, ensure that the habitual base for the Aircraft is at [ ] airport or such other airport in [ ] as the Lender may permit in writing;

(r) it agrees and acknowledges that all of its rights, interest and remedies under the Aircraft Management Agreement are, in all respects, subject and subordinate to the Lender's rights, interest and remedies under the Aircraft Mortgage;

(s) in no circumstance shall it do, permit or suffer to be done anything that will prejudice or limit the Lender's rights and powers under the Aircraft Mortgage or the Lender's ability to exercise such rights and powers and, in particular, it will not commence or intervene in judicial proceedings relating to the Aircraft or otherwise delay or prevent the repossession and/or sale of the Aircraft by the Lender;

(t) it hereby irrevocably and unconditionally waives any right or claim that it may otherwise have against the Lender in consequence of the Lender either taking possession of the Aircraft or otherwise enforcing the security created by the Aircraft Mortgage in exercise of its rights (whether by arrest or judicial proceedings);

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The Operator may require, in the event that it gives notice to the Lender to terminate the Aircraft Management Agreement (and provided that the Operator grounds the Aircraft), that the Lender reimburses the Operator for any costs and expenses incurred by the Operator in relation to ground insurance, ground maintenance, parking or hangarage with respect to the Aircraft which are attributable to the period commencing on the date of the notice of termination.

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(u) it hereby irrevocably and unconditionally agrees (and notwithstanding anything to the contrary contained in the Aircraft Management Agreement) that at any time following a Default or an Operator Default or in the event that the Aircraft Mortgage becomes enforceable, the Lender shall be entitled (but not bound) to terminate the Aircraft Management Agreement at any time by written notice to it, which notice shall operate to terminate the Aircraft Management Agreement forthwith or in accordance with such notice;

(v) at any time at the request of the Lender, execute and deliver to the Lender a De-registration Power of Attorney in the form of schedule 3 to this Agreement;

(w) it agrees and acknowledges that, upon termination of the Aircraft Management Agreement and if required by the Lender it will (at its own cost and expense) promptly take such steps as may be necessary to terminate any registration of the Aircraft in its name by reason of the Aircraft Management Agreement or otherwise; and

(x) it agrees that all obligations, duties, responsibilities and liabilities of the Borrower under the Aircraft Management Agreement shall remain with the Borrower and shall continue to be obligations of the Borrower and nothing herein shall be construed to constitute a transfer to, or an assumption by, the Lender of such obligations, duties, responsibilities or liabilities.

5. INDEMNITIES

The Borrower and the Operator (as applicable) shall, on demand of the Lender, indemnify the Lender against any Loss suffered, incurred or paid by the Lender as a result of or in connection with the Operator or the Borrower (as applicable) breaching the terms of this Agreement or the Management Agreement.

6. MISCELLANEOUS

6.1 Waivers

Time shall be of the essence under this Agreement but no failure or delay on the part of the Lender to exercise any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Lender of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

6.2 Remedies

The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law.

6.3 Amendment

Any amendment or waiver of any provision of this Agreement and any waiver of any default under this Agreement shall only be effective if made in writing and signed by the Lender.

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6.4 Severability

If any provision of this Agreement is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

6.5 Assignment

The Lender may assign and/or transfer any or all of its rights and obligations under this Agreement. Neither the Borrower nor the Operator shall assign or transfer any of its rights or obligations under this Agreement.

6.6 Successors and Assigns

This Agreement shall bind and shall inure for the benefit of each of the parties hereto and each of their respective successors and permitted assigns.

6.7 Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

6.8 Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing any such counterpart.

7. NOTICES

(a) Any communication to be made under or in connection with this Agreement shall be in the English language and be made in writing and may be made by letter or fax.

(b) The address and fax number of each party for any communication or document to be made or delivered under or in connection with this Agreement is:

in the case of the Lender:

[ ]

Fax: [ ]Attention: [ ]

in the case of the Borrower:

[ ]

Fax: [ ] Attention: [ ]

and, in the case of the Operator:

[ ]

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Fax: [ ] Attention: [ ]

Or any substitute address or fax number as one party may notify to the other by not less than five Business Days' notice.

(c) Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or two Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address.

8. GOVERNING LAW AND JURISDICTION

(a) This Agreement is governed by English law.

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

(c) Each of 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.

(d) Clauses 8(b) and 8(c) are for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

This Agreement has been entered into as a deed on the date stated at the beginning of this Agreement.

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SCHEDULE 1: OPERATIONAL AND MAINTENANCE COVENANTS2

2

The operational and maintenance covenants from the Aircraft Loan Agreement / Aircraft Mortgage should be inserted in the schedule.

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SCHEDULE 2: INSURANCE COVENANTS3

3

The insurance covenants from the Aircraft Loan Agreement / Aircraft Mortgage should be inserted in the schedule.

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SCHEDULE 3: FORM OF DEREGISTRATION POWER OF ATTORNEY4

[Date]

The undersigned [ ] whose registered office is at [ ] (the "Owner") is the registered owner of] [[ ] whose registered office is at [ ] (the "Operator") is the operator of] one [ ] aircraft having manufacturer's serial number 20023 and registration mark [ ].

As security for the performance of the obligations of the Borrower under an aircraft loan agreement dated [ ] between [ ] ("Lender") and the Owner relating to the Aircraft ("Aircraft Loan Agreement") the [Owner] [Operator] IRREVOCABLY AND UNCONDITIONALLY APPOINTS the Lender to be its lawful attorney to execute and to do and perform on its behalf and in its name or otherwise to apply for, obtain and deliver any documents, instruments, permits, licences, approvals or certificates with such amendments thereto (if any) which may be required to obtain deregistration of the Aircraft from the register of aircraft maintained by the [ ], or such other aviation authority the registration of the Aircraft upon which the Lender has consented to, and export the Aircraft from [ ] or such other country or place.

AND the [Owner] [Operator] hereby undertakes to ratify and confirm whatsoever the Lender shall lawfully do or cause to be done by virtue of this Power of Attorney.

AND the [Owner] [Operator] hereby further grants to the Lender full power and authority to substitute and appoint in its place one or more attorney or attorneys to exercise for it as attorney or attorneys of the [Owner] [Operator] any or all the powers and authorities hereby conferred and to revoke any such appointment from time to time and to substitute or appoint any other or others in the place of such attorney or attorneys as the Lender shall from time to time think fit.

The powers conferred by the [Owner] [Operator] in this Power of Attorney are irrevocable and unconditional and are granted for value and secure proprietary interests in and the performance of obligations owed to the Lender and shall not terminate unless and until all amounts owing by the owner to the Lender pursuant to the Aircraft Loan Agreement have been satisfied in full.

No failure or delay on the part of the Lender to exercise, and no delay in exercising any right, power or privilege under this Power of Attorney shall operate as a waiver thereof, nor shall the exercise of any right, power or privilege under this Power of Attorney preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

The powers as set out in this Power of Attorney shall become effective from the date hereof, but shall become exercisable only following the occurrence of an Event of Default (as that term is defined in the Aircraft Loan Agreement.

This Power of Attorney shall be governed by English law.

This Power of Attorney has been entered into as a deed on the date stated at the beginning of this Power of Attorney.

4

Form of De-registration Power of Attorney will depend on the State of Registration. IDERA will be required if the Aircraft is Cape Town registered.

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EXECUTED as a deed for and on behalf of[ ]by a directorin the presence of a witness:

)))) Signature

Name (block capitals)

Director

Witness signature

Witness name (block capitals)

Witness address

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SCHEDULE 4: QUARTERLY REPORT5

Aircraft manufacturer and model: [ ]

Manufacturer's serial number: [ ]

Registration mark: [ ]

Borrower: [ ]

Operator: [ ]

During the period from [ ] to [ ] the Aircraft was utilised by the Operator as follows:

Airframe

Airframe Hours: [ ]

Airframe Cycles: [ ]

Total hours at the end of quarter period: [ ]

Total cycles at the end of quarter period: [ ]

Time since last Airframe check: [ ]

Engines

Engines manufacturer and model: [ ]

Engine msn: [ ] Hours [ ]/Cycles [ ]

Engine msn: [ ] Hours [ ]/Cycles [ ]

Total hours at the end of quarter period: [ ]

Total cycles at the end of quarter period: [ ]

Time since last Engines check: [ ]

Auxiliary Power Unit:

APU Hours: [ ]

APU Cycles: [ ]

Total hours at the end of quarter period: [ ]

5

Each Lender / Operator may have their own form of report which they require to be used.

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Total cycles at the end of quarter period: [ ]

Time since last APU check: [ ]

Enclosures:

During the period referred to above, the following service bulletins, airworthiness directives and engineering modifications were incorporated into the Aircraft:

[ ]

During the period referred to above, the following maintenance and repairs were carried out in relation to the Aircraft:

[ ]

During the period referred to above, the following accident and incidents occurred in relation to the Aircraft:

[ ]

Attachments:

All communications with any manufacturer or maintenance performer with respect to deviations from the normal operating standards of the Aircraft are attached and listed as:

1. _________________________________________

2. _________________________________________

3. _________________________________________

4. _________________________________________

Quarterly Report submitted by [Operator] to [Lender]:

By: _________________________________________

Position: _________________________________________

Signature: _________________________________________

Date: _________________________________________

19

EXECUTION PAGE

THE LENDER

EXECUTED as a deed for and on behalf of [ ]by an authorised signatoryin the presence of a witness:

)))) Signature

Name (block capitals)

Authorised signatory

Witness signature

Witness name (block capitals)

THE BORROWER

EXECUTED as a deed for and on behalf of[ ]by a directorin the presence of a witness:

)))) Signature

Name (block capitals)

Director

Witness signature

Witness name (block capitals)

THE OPERATOR

EXECUTED as a deed for and on behalf of[ ]by a director in the presence of a witness:

)))) Signature

Name (block capitals)

Director

Witness signature

Witness name (block capitals)