GATS Trust Instrument Master Terms

GATS TRUST INSTRUMENT MASTER TERMS (IE)GATS TRUST UIN: {trust.uin}(b)which is in the applicable GATS Form and isentered in the GATS e-Ledger in accordance withthe GATS e-Terms; and(c)which is more particularly described in part 3 ofschedule 4 (Description of Trust Documents) to theGATS Trust Instrument.GATS Trust has the meaning given to such term in theGATS Trust Instrument.GATS Trust Documents means:(a)the GATS Trust Instrument;(b)each GATS Transfer Instrument, if any;(c)each GATS Amendment Instrument, if any; and(d)any GATS Termination Instrument.such Aircraft Equipment directly or indirectly fromthe Trustee.Loss means any and all liabilities, obligations, losses,damages, penalties, taxes, claims, actions, suits, costs,expenses or disbursements (including reasonableongoing fees of the Trustee and reasonable legal fees andexpenses) of any kind and nature whatsoever.New Beneficiary means in relation to an assignmentand transfer by the Beneficiary of the Beneficial Interest,the person to whom all (or, to the extent permittedunder the GATS Trust Instrument, a portion) of theBeneficial Interest is to be assigned and transferred.New Trust Company means the person acting as NewTrustee, not in its capacity as trustee but in its individualcapacity and for its own account.GATS Trust Instrument means the GATS trustinstrument into which these Master Terms are expresslyincorporated, and marked with the same ‘GATSTransaction ID’ as these Master Terms.New Trustee means, in relation to the resignation orremoval of the Trustee as trustee of the GATS Trust, theperson to be appointed as its successor as trustee of theGATS Trust.GATS Trustee means any person who has agreed to bebound by the GATS e-Terms and who is, under the GATSe-Terms, a ‘GATS Trustee’.Non-GATS Transfer means any assignment or transferof all or a portion of the Beneficial Interest effectedpursuant to a Non-GATS Transfer Instrument.Global Aircraft Trading System or GATS meansthe Global Aircraft Trading System , as moreparticularly described on the GATS Platform.Non-GATS Transfer Instrument means any TransferInstrument which is not a GATS Transfer Instrument.Governmental Authority means:(a)in respect of the Beneficiary, all of its obligationsand duties under the GATS Trust Instrument; and(b)in respect of the Trustee or the Trust Company, allof its obligations and duties under the GATS TrustInstrument and the GATS Security Instrument, ifany.(a)any national government, political subdivisionthereof or local jurisdiction therein;(b)any instrumentality, board commission, court oragency of any of the foregoing, howeverconstituted; and(c)any association, organisation or institution ofwhich any of the foregoing is a member or towhose jurisdiction any thereof is subject or inwhose activities any of the above is a participant.Indemnified Person means the Trust Company and itssuccessors, permitted assigns, legal representatives,agents and employees.International Registry means the international registryestablished pursuant to the Cape Town Convention.Obligations means:Off-Lease Period means any period during which noAircraft Equipment is subject to a Lease.Partial Beneficial Interest means such portion of theBeneficial Interest solely allocable to:(a)a specifically identified part of any AircraftEquipment; and(b)all other property forming part of the Trust Estateallocable to such Aircraft Equipment, including: (i)all insurance proceeds and requisition proceeds(ii) all rent paid or payable to the Trustee underany Lease Agreement, and (iii) all other rights ofthe Trustee under any Lease Agreement and eachother Related Document, in each case allocable tosuch Aircraft Equipment.Irish Trust Branch means the GATS ‘trust branch’corresponding to Ireland.Lease means any lease (including a wet-lease), bailmentor transfer of possession, use or operational control ofany Aircraft Equipment by one person to anotherperson.Lease Agreement means any agreement entered into bya Lessee for the Lease of any Aircraft Equipment.Permitted Action means:(a)if there is a GATS Security Instrument, an action or,as the case may be, the taking of an action or therefraining from taking an action;Lessee means, at any time, any person who, at such time,is leasing (including wet-leasing) or has possession oroperational control of any Aircraft Equipment from:(i)which is permitted by the terms of theFinance Documents; or(a)the Trustee; or(ii)(b)another person having a leasing interest in suchAircraft Equipment who, at such time, is leasingin respect of which the Secured Party hasgiven its prior written consent; or(b)3 of 17GATS Form Version:GATS Transaction ID:1.0 {trust.transactionID}if there is no GATS Security Instrument, any action.

GATS TRUST INSTRUMENT MASTER TERMS (IE)GATS TRUST UIN: {trust.uin}Permitted GATS Amendment means:Relevant Court means the High Court of Ireland.(a)Required Notice means 30 days.any of the following amendments, in each caseeffected pursuant to a written instrumentexecuted by the Trustee, the Beneficiary and theTrust Company in accordance with the proceduresprescribed by the GATS Platform:(i)(ii)subject and without prejudice to Section6.1(e), an amendment to reflect any changeor amendment to the legal name or otherdetails of the Trustee or the Beneficiary asset out in schedule 2 (Parties and NoticeDetails) to the GATS Trust Instrument(including any incidental amendment to part3 (Description of GATS Trust Documents) ofschedule 4 (Description of Trust Documents)to the GATS Trust Instrument required as aresult thereof)Rights means:(a)in respect of the Beneficiary, all of its right, titleand interest in, to and under the GATS TrustInstrument (but excluding all of its right, title andinterest in and to the Beneficial Interest); and(b)in respect of the Trustee or the Trust Company, allof its right, title and interest in, to and under theGATS Trust Instrument and the GATS SecurityInstrument, if any, including all of its trust powersunder the GATS Trust Instrument and under thelaws of Ireland and any other applicable law (butexcluding, in the case of the Trustee, all of its right,title and interest in and to the Trustee Interest, ifany).an amendment to schedule 3 (AircraftEquipment) to the GATS Trust Instrument toreflect the Aircraft Equipment from time totime forming part of the Trust Estate;(iii) an amendment to amend and restate theGATS Trust Instrument, the Master Terms orany other Trust Document to an updatedversion of the applicable GATS Form; and(iv) an amendment for the purposes of (A)correcting any errors, or (B) complying withthe mandatory requirements of anyApplicable Law (including where required tocontinue to give effect to the GATS TrustInstrument); and(b)Residual Beneficial Interest means, at any timefollowing the assignment and transfer of one or morePartial Beneficial Interests to a New Beneficiary, all ofthe portion of the Beneficial Interest that is at such timeretained by the Beneficiary which it has not assigned andtransferred to such New Beneficiary.an amendment effected pursuant to, or to theextent permitted or contemplated by, the expressterms of another GATS Trust Document or a GATSSecurity Document.Perpetuity Expiry Date has the meaning given to suchterm in the GATS Trust Instrument.Regulatory Laws means all Applicable Laws from timeto time relating to sanctions, money laundering(including know your customer requirements),corruption, bribery, sanctions or terrorism.Related Documents means:(a)each Lease Agreement to which any applicableTrustee is a party;(b)each Finance Document to which any applicableTrustee is a party;(c)any bills of sale relating to any Aircraft Equipmentexecuted by or given in favour of the Trustee;(d)any document executed by the Trustee pursuant toor relating to the Lease Agreement or FinanceDocument; and(e)any other document executed by the Trustee inconnection with the Aircraft Equipment or whichthe Trustee has executed pursuant to anySecured Party means, in relation to the grant of aSecurity Interest by the Beneficiary in all or a portion ofthe right, title and interest in and to the BeneficialInterest, the person in whose favour such SecurityInterest is granted or to whom the benefit of suchSecurity Interest is subsequently assigned andtransferred.Security Instrument means any instrument executedand delivered by the Beneficiary and a Secured Partypursuant to which, inter alia, the Beneficiary grants aSecurity Interest in all or a portion of the BeneficialInterest in favour of such Secured Party.Security Instrument Master Terms means, if there isGATS Security Instrument, the GATS Security InstrumentMaster Terms as in effect at the ‘Effective Time’ (asdefined in the GATS Security Instrument) and applicableto the Irish Trust Branch and marked with the same‘GATS Transaction ID’ as the GATS Security Instrument,and which can be accessed and authenticated on theGATS Platform together with the GATS SecurityInstrument.Security Interest means any mortgage, charge, pledge,security assignment, lien, other security interest, or anylease or other encumbrance, however created or arising.Servicer means, in relation to any Aircraft Equipment,any Lease or any Lease Agreement, the person from timeto time appointed as servicer of such AircraftEquipment, such Lease or such Lease Agreement, butonly to the extent notified in writing from time to timeby the Beneficiary to the Trustee.Termination Date means the earlier of:(a)instruction given in accordance with Section 5.1,but excluding any and all Trust Documents.4 of 17GATS Form Version:GATS Transaction ID:1.0 {trust.transactionID}following the execution and delivery of a GATSTermination Instrument effecting the terminationof the GATS Trust, the date specified in such GATSTermination Instrument on which the terminationof the GATS Trust is expressed to take effect;

GATS TRUST INSTRUMENT MASTER TERMS (IE)GATS TRUST UIN: {trust.uin}(b)the date on which the Trustee assigns andtransfers to any other person (other than to a NewTrustee) all of its right, title and interest in and toall of the Trust Estate in accordance with Section10.7; or(c)the Perpetuity Expiry Date.Transfer Instrument means any instrument executedand delivered by:(a)the Beneficiary, the New Beneficiary, the Trusteeand the Trust Company pursuant to which theBeneficiary assigns and transfers (i) all or aportion of the Beneficial Interest and (ii) its Rightsand Obligations to the New Beneficiary; or(b)the Trustee, the New Trustee, the Trust Company,the New Trust Company and the Beneficiarypursuant to which (i) the Trustee resigns or isremoved as trustee, (ii) the New Trustee isappointed as trustee, (iii) the Trustee assigns andtransfers all of its Trustee Interest, if any, and itsRights and Obligations to the New Trustee, and(iv) the Trust Company assigns and transfers itsRights and Obligations to the New Trust Company.Trust Company means the person acting as Trustee, notin its capacity as trustee but in its individual capacityand for its own account.Trust Documents means:(a)the GATS Trust Instrument;(b)each Transfer Instrument; and(c)the GATS Termination Instrument.Trust Estate has the meaning given to such term in theGATS Trust Instrument.Trustee has the meaning given to such term in the GATSTrust Instrument.Trustee Interest means all of the Trustee’s right, titleand interest in and to the Trust Estate.2.2Interpretation(a)Unless a contrary intention appears, a reference inthe GATS Trust Instrument or any other TrustDocument to:(i)the Trustee, the Beneficiary, the TrustCompany or any other person shall beconstrued, unless otherwise expressly stated(A) to be a reference to it in its capacity assuch and not in any other capacity, and (B)so as to include its successors in title,permitted assigns and permitted transferees;(ii)a party in any GATS Trust Document meansa party to that GATS Trust Document;(iii) a person includes any individual, firm,company, corporation, association, trust,joint venture consortium, partnership orother entity (whether or not having separatelegalpersonality),andincludesagovernment, state, political subdivision oragency of a state;5 of 17GATS Form Version:GATS Transaction ID:1.0 {trust.transactionID}(iv) assets or property includes present andfuture assets or properties, revenues andrights of every description and, a referenceto any assets or property of the Trustee(whether or not expressed to form part ofthe Trust Estate), shall exclude, for theavoidance of doubt, any assets of property ofthe Trust Company or any assets or propertyheld by the Trust Company as trustee for anyother trust;(v)a law or regulation includes any law,constitution,treaty,statute,decree,regulation, order (including an executiveorder or decree), rule or directive of anygovernmental,intergovernmentalorsupranational body, agency, department or ofany regulatory, self-regulatory or otherauthority or organisation, or any judicial oradministrative interpretation or applicationof, or decision under, any of the foregoing;(vi) any provision of any law or regulationincludes any such provision as amended, reenacted or superseded by any other law orregulation;(vii) an Article, a Clause, a Section, a Paragraph,an Annex, an Appendix, an Exhibit or aSchedule in these Master Terms, in the GATSTrust Instrument or in any other TrustDocument is a reference to an article, clause,section or paragraph of, or an annex,appendix, exhibit or a schedule to theseMaster Terms, the GATS Trust Instrument orsuch other Trust Document, as applicable;(viii) any GATS Trust Document or any schedulethereto includes that GATS Trust Documentor schedule, respectively, as amended,modified, restated, replaced, substituted orsupplemented from time to time pursuant toany Permitted GATS Amendment or anyGATS Trust Document;(ix) any agreement, instrument or document(other than a GATS Trust Document), or anyannex, schedule or exhibit to any of theforegoing, or any other part of the foregoing,includes that agreement, instrument ordocument, or annex, schedule or exhibit, orpart, respectively, as amended, modified orsupplemented from time to time inaccordance with its terms, and anyagreement, instrument or documentamending,restating,replacingorsubstituting that agreement, instrument ordocument, or annex, schedule or exhibit, orpart, respectively;(x)words importing the plural include thesingular and words importing the singularinclude the plural;(xi) in writing or written includes through anyelectronic notification facility provided bythe GATS Platform, unless otherwise stated;

GATS TRUST INSTRUMENT MASTER TERMS (IE)GATS TRUST UIN: {trust.uin}(xii) the date of a GATS Trust Document or a GATSSecurity Document (or the date as of which aGATS Trust Document or a GATS SecurityDocument took effect) is the date on whichthe effective time of that GATS TrustDocument or GATS Security Documentoccurred, as indicated on its front cover;(xiii) the occurrence of a transaction taking effect‘immediately’ prior to or after the effectivetime of a GATS Trust Document or GATSSecurity Document includes any transactiontaking effect prior to or after such GATSTrust Document or GATS Security Documentpursuant to another GATS Trust Documentor GATS Security Document executed anddelivered electronically or digitally in thesame ‘escrow facility’ on the GATS Platform;(xiv) a GATS ‘trust branch’ includes, as and whereapplicable, a reference to any or all subbranches within such trust branch, or adifferent sub-branch within the same trustbranch; and(xv) references to legal title to or legal ownershipof the Trust Estate in these Master Terms,the GATS Trust Instrument or any otherGATS Document shall be construed to meanbare legal title to or bare legal ownership ofthe Trust Estate, as applicable.(b)The words ‘including’ and terms and phrases ofsimilar import mean, in each case, ‘including,without limitation’.(c)Headings used in any Trust Document are forconvenience only and shall not in any way affectthe construction of, or be taken into considerationin interpreting, such Trust Document.(d)Each schedule and appendix to each TrustDocument is incorporated in, and shall be deemedto be a part of, such Trust Document.(e)The GATS Trust Instrument includes and shall bedeemed to include these Master Terms.3.TRUST ESTATE AND ADMINISTRATION3.1The Trustee will administer the GATS Trust andmaintain the existence of the GATS Trust as aseparate trust. The Trustee shall mark its booksand records and take such other action as isnecessary to segregate property forming part ofthe Trust Estate, assets and liabilities of the GATSTrust, from the property, assets and liabilities ofthe Trust Company, of any other trust of which theTrust Company is the trustee, and of any otherperson, and will refrain from commingling suchproperty, assets and liabilities with any such otherproperty, assets and liabilities.3.2except as required or permitted by the terms ofany Related Documents or as required byApplicable Law, or as otherwise instructed to do sopursuant to Section 5.1.4.RECEIPT AND DISTRIBUTION OF INCOME ANDPROCEEDS4.1Payments from Trust Estate Only(a)All payments to be made by the Trustee under anyTrust Document shall be made only from theincome from and proceeds of the Trust Estate tothe extent that the Trustee shall have receivedsufficient income or proceeds from the TrustEstate to make such payments, and the Trusteeshall have no obligation to distribute to theBeneficiary or any other person any amounts to bepaid to Trustee until such amounts are collected byTrustee.(b)The Beneficiary agrees that it will look solely to theincome from and proceeds of the Trust Estate tothe extent available for distribution to theBeneficiary as provided in any Trust Document.(c)Except as provided in Section 7.2, the Beneficiaryagrees that the Trust Company is neitherpersonally liable to the Beneficiary for anyamounts payable nor subject to any other liabilityunder the GATS Trust Instrument.4.2Distributions(a)Any payment received by the Trustee pursuant tothe GATS Trust Instrument and any other amountreceived by it as part of the Trust Estate and forthe application or distribution of which noprovision is made in the GATS Trust Instrumentshall be distributed promptly upon receipt by theTrustee in the following order of priority:(b)The Trustee agrees that it will deal with theAircraft Equipment or any other property formingpart of the Trust Estate in accordance with and asexpressly provided in the Trust Documents, and inno event will the Trustee permit any party topossess or use any of the Aircraft Equipment6 of 17GATS Form Version:GATS Transaction ID:1.0 {trust.transactionID}(i)first, to pay or reimburse the Trustee and theTrust Company for any expenses in respectof which it is entitled to be reimbursedpursuant to the GATS Trust Instrument orany other Trust Document; and(ii)second, the balance, if any, shall be paid (A)in accordance with the provisions of theGATS Security Instrument, if any, orotherwise (B) to the Beneficiary or at thewritten direction of the Beneficiary (whichdirection, in each case, may be given in anyRelated Document to which the Trustee is aparty).Subject always to the prior satisfaction of allapplicable Regulatory Laws, the Trustee shallmake or cause to be made all distributionspursuant to the GATS Trust Instrument:(i)by wire transfer in immediately availablefunds on the day received (or on the nextsucceeding Business Day if the funds to be sodistributed shall not have been received bythe Trustee by 12:00 noon, Dublin, Irelandtime); and

GATS TRUST INSTRUMENT MASTER TERMS (IE)GATS TRUST UIN: {trust.uin}(ii)4.3to such account and in such manner asrequired by the terms of the GATS SecurityInstrument or, if there is no GATS SecurityInstrument, to such account as theBeneficiary shall from time to time direct inwriting (which direction, in each case, maybe given in any Related Document to whichthe Trustee is a party).Lease Agreement from time to time in effectand to which the Trustee is a party as lessor;(iii) give such notice or direction or exercise suchright, remedy or power under the GATSTrust Instrument, any other Trust Document,any Related Document or in respect of all orany part of the Trust Estate, or take suchother action, as shall be specified in suchinstructions;Status of monies receivedAll monies, if any, received by the Trustee under orpursuant to any provision of any Trust Document(other than monies that are or are the proceeds ofExcluded Property) shall constitute property thatis part of the Trust Estate and trust funds for thepurpose for which they are paid or held, and shallbe segregated from any other monies anddeposited by the Trustee under such conditions asmay be prescribed or permitted by law for trustfunds. Neither the Trustee nor the Trust Companyshall be liable for any interest on any such monies,except as may be expressly agreed by it with theBeneficiary in any Trust Document.(iv) take such action to preserve or protect theTrust Estate (including the discharge ofSecurity Interests) as may be specified insuch instructions;5.TRUSTEE5.1Action upon Instructions; Authorisation(a)Subject to section 4 of the GATS Trust Instrument,the remainder of this Section 5 and Section 7, uponthe written instructions at any time and from timeto time of the Beneficiary, the Servicer on its behalfor, to the extent expressly permitted by the GATSSecurity Instrument, if any, the GATS SecuredParty, the Trustee will and covenants and agrees totake such of the following actions (whereapplicable, on behalf of the GATS Trust), to theextent not inconsistent with the terms of any TrustDocument or any Related Document, as may bespecified in such instructions:(vii) cooperate with the Beneficiary to effect theregistration of any Aircraft Equipment withany other Aviation Authority and any otherapplicable Governmental Authority by dulyexecuting and filing or causing to be filedwith such Aviation Authority any documentor instrument required to effect suchregistration;(i)(ii)execute and deliver: (A) any and all TrustDocuments; (B) any and all RelatedDocu

GATS TRUST INSTRUMENT MASTER TERMS (IE) GATS TRUST UIN: {trust.uin} 2 of 17 GATS Form Version: 1.0 . document, if any, identified as a 'Finance Document' in any other document (other than a GATS Security Document or a GATS Trust Document) entered into by the Trustee and the Beneficiary. .