Katten Draft: 7/22/19

VIKING LEASING 1427 DESIGNATED ACTIVITY COMPANY

(Lessor)

and

OMAN AIR SAOC

(Lessee)

Operating Lease Agreement (MSN 1427)

relating to
one (1) Airbus model A330-343 aircraft
bearing Manufacturer’s Serial Number 1427

Dated as of July , 2019

This Lease Agreement has been executed in several counterparts. To the extent that this Lease
Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as
in effect in any applicable jurisdiction), no security interest in this Lease Agreement may be
created through the transfer or possession of any counterpart other than the original counterpart
marked “chattel paper counterpart” on the signature page of this Agreement.

Operating Lease Agreement (MSN

1957)
 Contents

1. Definitions and Interpretation............................................................................................... 1

2. Representations and Warranties.......................................................................................... 20
3. Conditions Precedent.......................................................................................................... 26
4. Commencement.................................................................................................................. 30
5. Payments............................................................................................................................. 33
6. Manufacturer’s and Other Warranties................................................................................. 41
7. Lessor’s Covenants and Disclaimers..................................................................................43
8. Lessee’s Covenants............................................................................................................. 45
9. Insurance............................................................................................................................. 66
10. Indemnity............................................................................................................................ 71
11. Events of Loss.................................................................................................................... 73
12. Redelivery of Aircraft......................................................................................................... 76
13. Events of Default................................................................................................................ 77
14. Assignment, Transfer and Financing..................................................................................82
15. Governing Law and Jurisdiction......................................................................................... 86
16. Miscellaneous..................................................................................................................... 87
Schedule 1 Description of Aircraft
Schedule 2 Technical Acceptance
Schedule 3 Redelivery
Schedule 4 Insurance Requirements
Schedule 5 Schedule of Principal Economic Terms

Exhibit A Form of Certificate of Technical Acceptance

Exhibit B Form of Deregistration Powers of Attorney
Exhibit C Form of Status Report
Exhibit D Form of Redelivery Certificate
Exhibit E Form of Lease Supplement

Operating Lease Agreement (MSN

1957)
This Operating Lease Agreement (MSN 1427) (this Agreement), dated as of July , 2019 is
between:

(1) VIKING LEASING 1427 DESIGNATED ACTIVITY COMPANY, a designated

activity company organised and existing under the laws of Ireland with its registered
office at Fourth Floor, 3 George’s Dock, IFSC, Dublin 1 Ireland (“Lessor”); and

(2) OMAN AIR SAOC, a closed Omani Joint Stock company, with its registered office at
P.O. Box 58, Muscat International Airport, Muscat, Oman (“Lessee”).

Recitals:

(A) Owner will, on the Delivery Date, be the owner of the Aircraft.

(B) Lessor wishes to lease the Aircraft to Lessee, and Lessee agrees to lease the Aircraft from
Lessor, upon and subject to the covenants, terms and conditions set out in this Agreement.

Now, therefore, in consideration of the foregoing and for other good and valuable consideration
whose receipt and sufficiency are acknowledged, Lessor and Lessee agree as follows:

1. Definitions and Interpretation

1.1. Definitions

In this Agreement the following expressions shall, unless the context otherwise requires, have the
following respective meanings:

“Actual Cost” means as it applies to any maintenance work or rectification of

discrepancies on the Aircraft, the actual cost of replacement parts, materials and/or the
cost of labor associated with such work, rectification or replacement at Lessee’s in-house
labor rates (if the work is performed by Lessee) or at third party costs charged to Lessee
(if the work is performed by third parties) and shall in no event include late charges, mark-
ups, freight charges, interest, handling fees, import fees, exchange fees or other similar
amounts.

“Additional Rent” means all amounts, liabilities and payment obligations (other
than Basic Rent and Supplemental Rent) that Lessee assumes or agrees to pay under this
Agreement to Lessor or any other Person, including payment of deposits, indemnities and
the Agreed Value.

“Affiliate” means in relation to any Person, any other Person controlled directly
or indirectly by that Person, any other Person that controls directly or indirectly that
Person or any other Person under common control with that Person. For this purpose
“control” of any Person means ownership of a majority of the voting power of such
Person.

Operating Lease Agreement (MSN 1

1957)
 “Agreed Redelivery Check Maintenance Facility” means (A) Lessee (provided
it is duly certified by the Aviation Authority) or (B) any other Manufacturer, airline or
maintenance organization that is (i) experienced in maintaining aircraft and/or engines of
the same type as the Aircraft and the Engines, (ii) duly certified under FAR Part 145 and/
or EASA Part 145 and/or duly certified by the Aviation Authority, and (iii) approved by
the Lessor.

“Agreed Maintenance Performer” means Lessee or any Manufacturer, other

airline or maintenance organization that is (i) experienced in maintaining aircraft and/or
engines of the same type as the Aircraft and the Engines, (ii) duly certified under FAR
Part 145 and/or EASA Part 145 and duly certified by the Aviation Authority, and (iii)
approved by the Lessor for the applicable maintenance task.

“Agreed Value” has the meaning set forth in Schedule 5.

“Airbus” means Airbus S.A.S., legal successor of Airbus S.N.C. formerly Airbus
G.I.E. and Airbus Industrie G.I.E.

“Aircraft” means the aircraft described in Part 1 of Schedule 1 (including the

Engines and Parts and any replacements made pursuant to the terms hereof) and the
Aircraft Documents.

“Aircraft Documents” means the documents, data and records identified in or

pursuant to Part 2 of Schedule 1 or in the Certificate of Technical Acceptance, or
otherwise delivered by Lessor to Lessee at or prior to Delivery, and all additions,
renewals, revisions and replacements from time to time made thereto.

“Airframe” means the Aircraft, excluding the Engines and the Aircraft
Documents.

"Airframe 6-Year Check" has the meaning given to such term in the MPD or, if
no longer defined in the MPD, the equivalent heavy check calling maintenance task
having a periodicity of 6 years and items normally performed during such heavy check as
per industry practice.

“Airframe 6-Year Check Supplemental Rent” has the meaning set forth in
Section 5.4(a)(i)(A).

“Airframe 6-Year Check Supplemental Rent Rate” has the meaning set forth in
Schedule 5.

"Airframe 12-Year Check" has the meaning given to such term in the MPD or, if
no longer defined in the MPD, the equivalent heavy check calling maintenance task
having a periodicity of 12 years and items normally performed during such heavy check
as per industry practice.
 “Airframe 12-Year Check Supplemental Rent” has the meaning set forth in
Section 5.4(a)(i)(B).

“Airframe 12-Year Check Supplemental Rent Rate” has the meaning set forth
in Schedule 5.

“Airframe Manufacturer” means Airbus.

“AIR-OPS” means the technical requirements and administrative procedures

implemented pursuant to Commission Regulation (EU) No 965/2012 of 5 October 2012
laying down technical requirements and administrative procedures related to air
operations pursuant to Regulation (EC) No 216/2008 of the European Parliament and of
the Council and as set forth in the applicable sections of AIR OPS Part CAT IDE, and as
the same is further amended from time to time.

“Airworthiness Directive” or “AD” means any airworthiness directive issued by

the Aviation Authority or EASA applicable to the Airframe, either Engine, any Part or the
Aircraft Documents.

“AMM” means the Airframe Manufacturer’s aircraft maintenance manual, as

updated and modified from time to time.

“Applicable Law” means all applicable (i) laws, treaties and international
agreements of any national government, (ii) laws of any state, province, territory, locality
or other political subdivision of a national government, and (iii) rules, regulations,
judgments, decrees, orders, injunctions, writs, directives, licenses and permits of any
Government Entity or arbitration authority in each case which are binding and have the
force of law.

“APU” means (i) the auxiliary power unit listed in Part 1 of Schedule 1, (ii) any
and all Parts, so long as such Parts are incorporated in, installed on or attached to such
auxiliary power unit or so long as title to such Parts is vested in Owner in accordance
with the terms of Section 8.17 after removal from such auxiliary power unit, and (iii)
insofar as the same belong to Owner, all substitutions, replacements or renewals from time
to time made in or to such auxiliary power unit or to any of the Parts referred to in section
(ii) above, as required or permitted under this Agreement.

“APU Supplemental Rent” has the meaning set forth in Section 5.4(a)(v).

“APU Supplemental Rent Rate” has the meaning set forth in Schedule 5.

“APU Hour” means each hour or part thereof (rounded up to one decimal place)
that the APU is operated, whether for aircraft operations or testing.
 "APU Performance Restoration" means, in respect of the APU, the
performance of heavy repair on the load compressor and power sections, to maximise
time on wing, in accordance with the maintenance procedures and softimes as defined by
the latest revision of the Honeywell generic engine maintenance programme (but
excluding any LRUs fitted on the APU).

“ATC/Airport Authority” means any air traffic control authority and any airport
authority with jurisdiction over any aircraft operated by Lessee.

“Aviation Authority” means the Public Authority for Civil Aviation of the
Government of Oman or such other Government Entity that, under the laws of the State
of Registration, from time to time (i) has control or supervision of civil aviation; or (ii) has
jurisdiction over the registration, airworthiness or operation of, or matters relating to, the
Aircraft.

“Back-to-Birth Traceability” means certified documentation necessary to

precisely identify where, when, and with which aircraft operator the accumulated life and
previous maintenance in relation to the Life Limited Part occurred since such Life
Limited Part was new, and includes the following, as applicable:

(a) operator certified summary and supporting records showing the

accumulation of Flight Hours and Cycles (as applicable) since new for each
Engine Life-Limited Part. The records for each Engine Life Limited Part, APU
Life Limited Part and Landing Gear Life Limited Part (by part number and serial
number) will show the serial number of the engine or APU or Landing Gear into
which the Engine Life-Limited Part or APU or Landing Gear Part was installed
when new, the Date, TSN & CSN of such engine or APU or landing Gear at time
of installation of the Engine Life Limited Part or APU or Landing Gear Part and
the Date, TSN & CSN of such engine or APU or landing Gear at time of removal
of the Engine Life Limited Part or APU or Landing Gear Life Limited Part. The
records will subsequently show the serial number of each engine or APU or
Landing Gear into which the Engine Life Limited Part or APU or Landing Gear
Life Limited Part has been installed, the Date, TSN & CSN of each such engine
or APU or Landing Gear at time of installation of the LLP and the Date, TSN &
CSN of each such engine or APU or Landing Gear at time of removal of the
Engine Life Limited Part or APU or Landing Gear Life Limited Part. The records
will show the Date, TSN & CSN of the relevant engine at start and finish of
operation of the Engine Life Limited Part with each operator and the last
accomplishment of an applicable airworthiness directive on each Engine Life
Limited Part, APU Life Limited Part and Landing Gear Life Limited Part;

(b) a Release to Service Certificate (FAA 8130-3 or EASA Form 1) or

OEM shipping docket (showing the Engine Life Limited Part, APU Life Limited
Part and Landing Gear Life Limited Part number and serial number) from new
 must be provided, or, if the Engine Life Limited Part or APU or Landing Gear
Life Limited Part was installed new in a new engine or APU or Landing Gear set,
a copy of the Engine Manufacturer’s fitted listing (e.g. CFMI - Engine Data
Submittals, IAE – Vital Statistics Log) will suffice showing the part number and
serial number of the Engine Life Limited Part, APU Life Limited Part and
Landing Gear Life Limited Part installed new at manufacture of such engine;

(c) a Release to Service Certificate (EASA Form 1/FAA 8130-3 dual

release) must also be provided for (i) the last maintenance activity accomplished
on each Engine Life Limited Part, APU Life Limited Part and Landing Gear Life
Limited Part and (ii) for each Engine Life Limited Part, APU Life Limited Part
and Landing Gear Life Limited Part where a change of part number is
implemented after the accomplishment of a service bulletin, AD or manufacturer
modification (the change of part number and reason for change must be clearly
identified); and

(d) commercial trace for each Life Limited Part, consisting of bills of
sale or other documentation evidencing all relevant title transfers from the OEM
to Lessee; and

(e) Incident/Accident Clearance Statement will be provided for each

engine or APU or Landing Gear into which each Life Limited Part, APU Life
Limited Part and Landing Gear Life Limited Part has been installed for each
operator of such engine or APU or Landing Gear during the time that such Engine
Life Limited Part, APU Life Limited Part and Landing Gear Life Limited Part
was installed in such engine or APU or Landing Gear.]

“Basic Rent” means all amounts payable pursuant to Section 5.3.

“Basic Rent Amount” has the meaning set forth in Schedule 5.

“Business Day” means a day (other than a Saturday or Sunday) on which

business of the nature required by this Agreement is carried out in New York, New York,
U.S.A., Dublin, Ireland and New Delhi and Mumbai, Oman.

“Cape Town Convention” means the Convention on International Interests in

Mobile Equipment and the Protocol to the Convention on International Interests in
Mobile Equipment on Matters Specific to Aircraft Equipment, both signed in Cape Town,
South Africa, on 16 November 2001, together with any protocols, regulations, rules,
orders, agreements, instruments, amendments, supplements, revisions or otherwise that
have or will be subsequently made in connection with the Cape Town Convention by the
“Supervisory Authority” (as defined in the Cape Town Convention), the “International
Registry” or “Registrar” (as defined in the Cape Town Convention) or any other
appropriate “registry authority” (as defined in the Cape Town Convention) or other
international or national body or authority.

“C-Check” means a block “C” check in accordance with the MPD in effect on
the relevant date.

“Certificate of Technical Acceptance” means a certificate in the form attached

as Exhibit A to be completed and executed by Lessor and Lessee at the time of Technical
Acceptance.

“CPCP” means Lessee’s Corrosion Prevention and Control Program that is a part
of the Maintenance Program.

“Cycle” means one take-off and landing of the Airframe or, in the case of an
Engine, of the airframe on which such Engine is installed.

“Damage Notification Threshold” has the meaning set forth in Schedule 5.

“Default” means any event which with the giving of notice, lapse of time,
determination of materiality or fulfilment of other condition or any combination of the
foregoing would constitute an Event of Default.

“Delivery” means the delivery of the Aircraft by Lessor at the Delivery Location
and its acceptance by Lessee in accordance with Section 4.2(c) of this Agreement.

“Delivery Condition” means the condition required by Clause 4.2 and Schedule
2.

“Delivery Date” means the date on which Delivery takes place which is
anticipated to be the Scheduled Delivery Date or such other date notified by Lessor to
Lessee in accordance with the provisions of this Agreement.

“Delivery Location” means Changi Airport, Singapore.

“Deregistration Power of Attorney” means an irrevocable power of attorney

duly authorized and executed by Lessee in substantially the form attached as Exhibit B.

“Dollars and $” means the lawful currency of the United States of America.

“EASA” means the European Aviation Safety Agency of the European Union
established by Regulation (EC) No. 1592/2002 of 15 July 2002, or any successor
Government Entity succeeding to the functions thereof.

“Engine” means, whether or not installed on the Aircraft:

 (a) each engine of the manufacture, model and serial number specified
in Part 1 of Schedule 1, title to which shall belong to Owner; or

(b) any engine which replaces that engine, title to which passes to
Owner in accordance with Section 8.17(a);

and in each case includes all modules and Parts from time to time
belonging to, installed in or appurtenant to that engine.

“Engine LLP Replacement” means, in respect of an Engine, the replacement of

Life Limited Part(s) for an Engine in accordance with the Maintenance Program, to the
extent required by a Life Limited Part reaching its life limit or to meet the required build
standard of an Engine Performance Restoration.

“Engine LLP Supplemental Rent” has the meaning set forth Section 5.4(a)(iii).

“Engine LLP Supplemental Rent Rate” has the meaning set forth in Schedule 5.

“Engine Loss” means the occurrence, with respect to an Engine, of one of the
events set forth in section (a) through (d) of the definition of “Total Loss” as if references
to the “Aircraft” were to such “Engine.”

“Engine Loss Date” means the relevant date determined in accordance with the
definition of “Total Loss Date” as if that definition applied to an Engine Loss.

“Engine Manufacturer” means Rolls-Royce plc.

"Engine PRSV" means, in respect of an Engine a shop visit in accordance with

the maintenance procedures and softimes as defined in the Engine Maintenance
Programme ('EMP") which shall accomplish, as a minimum, a Module 41 Refurbishment
(Level 3) and a Module 51 Refurbishment (Level 3) (excluding any LRUs on the relevant
Engine). In this definition, "Level 3 Refurbishment" shall have the meaning given to such
term in the EMP.

“Engine PRSV Supplemental Rent” has the meaning set forth Section 5.4(a)(ii).

“Engine PRSV Supplemental Rent Rate” has the meaning set forth in Schedule
5.

“Equipment Change” means any modification, alteration, addition to or removal

from the Aircraft during the Term.

“Event of Default” means an event specified in Section 13.1.

“Excusable Delay” means with respect to Delivery of the Aircraft, delay or

nonperformance due to or arising out of (i) acts of God or public enemy, civil war,
insurrection or riot, fire, flood, explosion, earthquake, serious accident, epidemic,
quarantine restriction or import restriction, (ii) any act of government, governmental
priority, allocation, regulation or order affecting directly or indirectly, the Aircraft, any
Manufacturer, Owner, Lessor or any materials or facilities, (iii) strike or labor dispute
causing cessation, slowdown or interruption of work, (iv) damage, destruction or loss, or
adverse weather conditions preventing any services, inspections or flights of the Aircraft,
(v) inability after due and timely diligence to procure equipment, data or
materials from manufacturers, suppliers, any existing owner, seller or lessee in a
timely manner or (vi) any other cause to the extent that such cause is beyond the
control of Owner or Lessor if Lessor has used good faith efforts to rectify the
circumstances causing such delay.

“Expiry Date” means the Scheduled Expiry Date or, if earlier, the date on which:

(a) the Aircraft has been redelivered in accordance with this

Agreement and all obligations of Lessee have been satisfied; or

(b) Lessor receives the Agreed Value following a Total Loss and any
other amounts then due and owing in accordance with this Agreement.

“FAA” means the Federal Aviation Administration of the U.S. Department of

Transportation, or any successor Government Entity succeeding to the functions thereof.

“FAR” means Federal Aviation Regulations issued by the FAA pursuant to the
Federal Aviation Act of 1994, embodied in Title 14 of the United States Code of Federal
Regulations, as amended or supplemented from time to time.

“Final Delivery Date” means August 28, 2019, unless the Delivery Date is
extended because a discrepancy from the Delivery Condition identified in the Certificate of
Technical Acceptance in the form attached as Exhibit A is being rectified by Lessor, in
which case September 21, 2019.

“Final Inspection” means the inspection of the Aircraft by Lessor, or

representatives appointed by Lessor, performed in connection with the Redelivery.

“Financing Documents” means any loan agreement, credit agreement or similar

agreement between Lessor, Owner and/or any Affiliate of Lessor or Owner and any
Financing Party under which funds are advanced to Lessor, Owner or any of their
Affiliates whereby the obligations of Lessor or Owner or any of their Affiliates to such
Financing Parties relate to the Aircraft or the Operative Documents.

Financing Parties means, collectively:

(a) such Persons as Lessor may from time to time notify to Lessee in
writing (including those identified in the Notice and Acknowledgment);
 (b) any Person that has advanced funds to Lessor or Owner or an
Affiliate of Lessor or Owner pursuant to a Financing Document;

(c) any Person that holds a Security Interest in the Aircraft or the
Lessor’s right, title and interest in any Operative Document to secure the Lessor’s,
Owner’s and/or any Affiliate’s obligations under Financing Documents, including
the Security Trustee (as notified by Lessor to Lessee in writing from time to time);

(d) any agent, loan agent, trustee, security trustee, collateral trustee or
similar Person acting pursuant to any Financing Document (as notified by Lessor to
Lessee in writing from time to time); and

(e) the successors and permitted assigns of such Persons,

(f) in each case provided that Lessor has notified Lessee of such
Person in writing.

“Financing Security Document” means any Financing Document whereby

Lessor or Owner, or any of their Affiliates, grants to a Financing Party a Security Interest
in the Aircraft and/or in its right, title and interest in this Agreement, and any other
Operative Documents.

“Flight Charges” means all flight charges, route navigation charges, navigation
service charges and all other fees, charges or Taxes payable for the use of or for services
provided at any airport or otherwise payable to any airport, airport authority, navigation
or flight authority or other similar entity or for any services provided in connection with
the operation, landing or navigation of aircraft.

“Flight Hour” means each hour or part thereof (rounded up to one decimal place)
elapsing from the moment the wheels of the Airframe leave the ground on take-off until
the moment the wheels of the Airframe next touch the ground or, in the case of an
Engine, of the airframe on which such Engine is installed.

“GAAP (Oman)” means the accounting principles, accounting standards and

other pronouncements, as in effect from time to time in Oman as mandated by Applicable
Law.

“Government Entity” means:

(a) any national, state or local government, political subdivision

thereof or local jurisdiction therein;

(b) any board, commission, department, division, instrumentality,

court, agency or political subdivision thereof; and
 (c) any association, organization or institution of which any of the
above is a member or to whose jurisdiction any thereof is subject or in whose
activities any of the above is a participant.

“Habitual Base” means the State of Organization or, subject to the prior written
consent of Lessor, any other state, province or country in which the Aircraft is for the
time being habitually based.

“Hull Insurance Deductible” has the meaning set forth in Schedule 5.

“IATA” means the International Air Transport Association.

“ICAO” means the International Civil Aviation Organization.

“IDERA” means the irrevocable deregistration and export request authorisation

executed and delivered by Lessee in the form agreed with Lessor.

“Incident/Accident Clearance Statement” means a statement signed by Prior

Operator, Lessee or Lessee’s or Lessor’s authorised representative certifying that, other
than as set out in detail in such certificate neither the Aircraft nor any Engine or Part
thereon has ever been damaged in any ‘accident’ or ‘incident’ within the meaning of
ICAO Annex 13 and has never been exposed to excessive heat, shock or salt water and
that no Part has ever been procured from a military source pursuant to ICAO Annex 3.

“Indemnitees” means Owner, Lessor, Servicer, any Financing Party, the

respective successors and permitted assigns of such Persons and the shareholders,
members, partners, directors, officers, employees, agents and servants of such Persons.

“Insurances” has the meaning set forth in Section 9.1.

“International Registry” means the international registration facilities established

for the purpose of the Cape Town Convention.

“Landing Gear” means the landing gear assemblies (nose, left main and right
main, forestay and sidestay) of the Aircraft identified by the respective serial numbers in
Part 1 of Schedule 1 to this Agreement, and any landing gear assembly substituted
therefor in accordance with this Agreement and title to which has passed to Owner in
accordance with this Agreement.

“Landing Gear Overhaul” means an overhaul of the Landing Gear as per the
Manufacturer’s maintenance manual to zero time since overhaul (excluding any rotable
components such as wheels, tires, brakes and consumable items).

“Landing Gear Supplemental Rent” has the meaning set forth in Section 5.4(a)
(iv).
 “Landing Gear Supplemental Rent Rate” has the meaning set forth in
Schedule 5.

“Aircraft” means the Aircraft and the Aircraft Documents.

“Lease Supplement” means a supplement to this Agreement in the form attached

as Exhibit E to be executed by Lessor and Lessee at the time of Delivery.

“Lessee’s Process Agent” means .

“Lessor Lien” means:

(a) any Security Interest from time to time created by or arising

through Owner, Lessor, any prior lessee or any Financing Party in connection
with the financing or refinancing of the Aircraft;

(b) any other Security Interest in respect of the Aircraft that results
from acts or omissions of, or claims against, any Prior Operator, Owner, Lessor or
any Financing Party or any other Security Interest in respect of the Aircraft that
relates to the period prior to the Delivery Date, and in all cases is not related to the
operation of the Aircraft by Lessee or the occurrence of an Event of Default which
is continuing; and

(c) Security Interests in respect of the Aircraft for Non-Indemnified

Taxes.

“Lessor Tax Documents” has the meaning given to such term in Section 3.4(g).

“LIBOR” means, in relation to any period and amount in respect of which an

interest rate falls to be determined pursuant to this Agreement:

(a) 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 specified period, displayed on the appropriate page
of the Reuters or Bloomberg screen at 11.00 a.m. London time on the Quotation
Date therefor; or

(b) (if the screen rate specified in paragraph (a) is not available for the
specified period) the rate which results from interpolating on a linear basis
between (x) the applicable screen rate for the longest period (for which that screen
rate is available) which is less than the specified period and (y) the applicable
screen rate for the shortest period (for which that screen rate is available) which
exceeds the specified period (rounded upwards, if not already such a multiple, to
the nearest whole multiple of one sixteenth of one per cent); or
 (c) (if the rate specified in paragraphs (a) and (b) are not available for
the specified period) the rate determined by Lessor to be the arithmetic mean
(rounded upwards, if not already such a multiple, to the nearest whole multiple of
one sixteenth of one per cent.) of the rates (as notified to Lessor) at which each of
the Reference Banks (on the basis that at least two Reference Banks so notify
Lessor) was offering to prime banks in the London Interbank Market, on the
Quotation Date, deposits in dollars for the specified period;

for the purposes of this definition, “specified period” means the period having a duration
equal to or as close as practicable to the relevant period in respect of which LIBOR falls to
be determined.

“Life Limited Parts” or LLPs means those Parts, defined by the Manufacturer of
such Part as requiring retirement and subsequent replacement on a mandatory basis prior
to, or upon the expiration of, the Manufacturer’s certified life, such life being expressed
in terms of Cycles, Flight Hours, or calendar time, as applicable.

“Maintenance Program” means the Lessee’s Aviation Authority approved

maintenance program for the Aircraft encompassing scheduled maintenance, condition
monitored maintenance and/or on-condition maintenance of Airframe, Engines and Parts,
including servicing, testing, preventative maintenance, repairs, structural inspections,
system checks, overhauls, approved modifications, service bulletins, engineering orders,
airworthiness directives, corrosion control, inspections and treatments and which is based
on the latest revision of the Airframe Manufacturer’s MPD.

“Major Checks” means any Airframe 6-Year Check, Airframe 12-Year Check,
Engine PRSV, APU Performance Restoration or Landing Gear Overhaul.

“Mandatory Equipment Change” means an Equipment Change that is required

by or performed to comply with an Airworthiness Directive or a Manufacturer’s
mandatory service bulletin.

“Manufacturer” means, with respect to the Airframe, Engine or any Part of the
Aircraft, the Airframe Manufacturer, Engine Manufacturer or manufacturer of such Part,
respectively.

“Material Default” means a Default by the Lessee under Section 13.1(a).

Minimum Liability Coverage has the meaning set forth in Schedule 5.

“MPD” means for the Airframe Manufacturer, such Airframe Manufacturer’s

maintenance planning document, as updated and modified from time to time.

“Non-Indemnified Taxes” means:

 (a) Taxes imposed on, or measured by, the net income, net worth,
profits, assets, turnover, capital or gains of the Lessor or any other Tax Indemnitee
or which are in the nature of a minimum income tax, in any jurisdiction in which
the Lessor or such Tax Indemnitee is (i) incorporated or has its principal place of
business, or (ii) is carrying on or treated as carrying on business, has a branch,
agency or permanent establishment, or is treated as resident, save to the extent in
the case of (ii) only that such circumstances would not have arisen but for the
operation of the Aircraft as contemplated by the Operative Documents or the
operation of any other aircraft which is the subject of any lease between the
Lessor and the Lessee;

(b) Taxes imposed with respect to any period commencing or event

occurring before or on the Delivery Date or after the Expiry Date or unrelated to
any Tax Indemnitee’s dealings with Lessee pursuant to the Operative Documents
to which Lessee is a party or to the transactions contemplated by the Operative
Documents to which Lessee is a party; or

(c) Taxes to the extent caused by:

(i) the gross negligence or wilful misconduct of any Tax

Indemnitee; or

(ii) breach by a Tax Indemnitee of its representations,

covenants or obligations arising under any Operative Document or other related
documents and agreements delivered by such party to Lessee.

“Notice and Acknowledgment” means a Notice and Acknowledgment between

Financing Parties, Lessor and Lessee in such form and substance reasonably satisfactory
to Lessee.

“OEM” means the original equipment manufacturer of an Airframe, an Engine or

a Part.

“OFAC” means the Office of Foreign Asset Control of the United States
Department of the Treasury or any agency succeeding to the functions of such office.

“Operative Documents” means this Agreement, the Certificate of Technical

Acceptance, the Lease Supplement, the Deregistration Power of Attorney, the IDERA and
the Notice and Acknowledgment.

“Overdue Rate” means, in relation to any unpaid amount under this Agreement
or any Operative Document, the rate of interest that is the sum of (a) LIBOR; plus (b) five
per cent (5%) (500 basis points) annum.
 “Owner” means Lessor or such person as notified in writing to Lessee by Lessor
from time to time as being the current owner of the Aircraft.

“Part” means whether or not installed on the Aircraft:

(a) any appliance, part, component, module, navigation, avionic and

communication equipment, computer, instrument, appurtenance, accessory,
furnishing and equipment of whatever nature (including the APU and Landing
Gear but excluding a complete Engine) furnished with, installed on or appurtenant
to the Airframe and Engines on Delivery, which may from time to time be
removed, incorporated or installed in or attached to the Airframe or any Engine;
and

(b) any other appliance, part, component, module, navigation, avionic

and communication equipment, computer, instrument, appurtenance, accessory,
furnishing or equipment of whatever nature (other than a complete Engine) title to
which has, or should have, passed to Owner pursuant to this Agreement, but
excludes any such items title to which has, or should have, passed to Lessee
pursuant to Section 8.17.

“Permitted Lien” means:

(a) any Security Interest for Flight Charges or Taxes not assessed or, if
assessed, not yet due and payable, or being contested in good faith by appropriate
proceedings;

(b) any Security Interest of a repairer, mechanic, carrier, hangar

keeper, unpaid seller or other similar lien arising in the ordinary course of
business or by operation of law in respect of obligations which are not overdue in
accordance with Applicable Law (or, if applicable, generally accepted accounting
principles and practices in the relevant jurisdiction) or are being contested in good
faith by appropriate proceedings;

(c) any Lessor Lien;

(d) any Security Interest created by, or expressly permitted under, the
terms of any Operative Document; and

(e) any salvage or similar rights of insurers in connection with the

insurances to be maintained in accordance with this Agreement;

but only if, in the case of (a) and (b), (i) adequate reserves are available or an adequate
bond has been provided by Lessee for the payment of the Flight Charges and/or Taxes or
obligations in accordance with GAAP (Oman); and (ii) such proceedings, or the
continued existence of the Security Interest, do not give rise to any reasonable likelihood
of the sale, forfeiture or other loss of the Aircraft or any interest therein or of criminal
liability on the part of Owner, Lessor or any Financing Party.

“Person” means any individual, corporation, partnership, limited liability company,

limited liability partnership, joint venture, association, joint stock company, trust,
unincorporated organization or Government Entity.

“PMA Part” means a non-type-certificated Part whose design and/or manufacture

has been accomplished by any entity other than the OEM and which has received parts
manufacturer approval from an Aviation Authority. For the avoidance of doubt, Parts that
have part numbers listed in an OEM’s manual are considered as non-PMA parts.

“Prior Lease” means the lease agreement between Lessor and Prior Operator
with respect to the Aircraft.

“Prior Operator” means Singapore Airlines Limited.

“Qualifying Maintenance Event” means each of the Airframe 6-Year Check,

Airframe 12-Year Check, Engine Performance Restoration, Engine LLP Replacement,
Landing Gear Overhaul and APU Performance Restoration Work.

“Quotation Date” means, in relation to any period in respect of which LIBOR is

to be determined, the day falling two (2) Business Days before the beginning of such
period.

“Redelivery Condition” means the redelivery condition required by Clause 12

and Schedule 3.

“Redelivery” means the redelivery of the Aircraft by Lessee to Lessor at the

Redelivery Location in the condition and manner required by Section 12 and Schedule 3
and the other provisions of this Agreement, as evidenced by the execution by Lessor, and
the delivery to Lessee, of a Redelivery Certificate.

“Redelivery Certificate” means the redelivery certificate to be delivered by

Lessor to Lessee pursuant to Schedule 3, substantially in the form attached as Exhibit D.

“Redelivery Location” means Muscat, Oman, the facilities of the Agreed

Redelivery Check Maintenance Facility, or any other location as mutually agreed by the
Parties..

“Related Lease” means each aircraft lease agreement (excluding this Agreement)
that expressly cross-defaults to the terms of this Agreement entered into between Lessor
or an Affiliate of Lessor and Lessee and is in respect of any aircraft or engine.

“Relevant Clauses” means Clauses 9, 10 and 14.

 “Rent” means collectively, Basic Rent, Supplemental Rent and Additional Rent.

“Rent Date” means the Delivery Date and the corresponding day of each calendar
month during the Term or, for any calendar month that does not have a corresponding
day, the last day of such calendar month.

“Rental Period” means each period ascertained in accordance with Section 5.2.

“Redelivery Compensation” has the meaning set forth in Section 5.6.

“Sanctioned Country” means any state, country or jurisdiction to which the

export and/or use of the Aircraft is not permitted under any sanctions, orders or
legislation from time to time promulgated by any of:

(a) the United Nations;

(b) the European Union;

(c) the United States (including OFAC);

(d) the United Kingdom, France, Germany or Lessor’s place of

organization; as any or all of the same are amended or supplemented from time to
time.

“Sanctioned Person” means any Person:

(a) whose property or interests in property are blocked or subject to

blocking pursuant to Section 1 of Executive Order 13224 of September 24, 2001
Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001))
(including any updates to the list of prohibited persons under such Executive
Order) as the same is in effect during the Term);

(b) whose use of an Aircraft would be in violation of the United States

Bank Secrecy Act, as amended, or any applicable regulations thereunder;

(c) subject to sanctions programs administered by the United Nations,

the European Union, Lessor’s place of organization, the United Kingdom, France,
Germany, the United States (including OFAC and the U.S. Department of
Treasury);

(d) on the list of “Specially Designated Nationals” and “Blocked

Persons” or subject to the limitations or prohibitions under any OFAC regulation
or executive order, as the same are amended from time to time;
 (e) who is the subject of a United Nations sanction or whose assets
have been frozen by enabling legislation of the same in the State of Registration
or Lessee’s State of Organization; or

(f) who is the subject of or which use is contrary to any Applicable

Laws similar to or consistent with the foregoing sections (a) through (e) as the
same are enacted in Lessee’s State of Organization or the State of Registration;

as any or all of the same are amended or supplemented from time to time,
and including any successor Applicable Laws as the same are enacted from time
to time.

“Scheduled Delivery Date” means 21 August 2019.

“Scheduled Expiry Date” means the day falling fourteen (14) calendar months
after the Delivery Date.

“Security Deposit” has the meaning set forth in Schedule 5.

“Security Interest” means any security interest, mortgage, charge, pledge, lien,
encumbrance, claim, assignment, hypothecation, right of set-off or other agreement or
arrangement having the effect of creating a security interest.

“Security Trustee” means the person or persons appointed as security trustee,

collateral agent or similar representative for any of the Financing Party and any other
person identified as a “Security Trustee” for the purposes of this Agreement, as notified
by the Lessor to the Lessee in the Notice and Acknowledgement and provided that such
person has provided a quiet enjoyment letter to the Lessee.

“Servicer” means Merced Capital, L.P. or the person or persons acting as servicer
of the business of the Lessor as notified by the Lessor to the Lessee from time to time.

“SRM” means the Airframe Manufacturer’s structural repair manual.

“State of Organization” means Oman.

“State of Registration” means Oman.

“Supplemental Rent” means collectively, Airframe 12-Year Check Supplemental

Rent, Airframe 6-Year Check Supplemental Rent, APU Supplemental Rent, Engine
PRSV Supplemental Rent, Engine LLP Supplemental Rent and Landing Gear
Supplemental Rent.

“Tax Declaration” has the meaning ascribed to such term in Section 3.4(k)
hereof.
 “Tax Indemnitee” means Lessor and each other Indemnitee.

“Tax Residency Certificate” has the meaning ascribed to such term in Section
3.4(k) hereof.

“Taxes” means all present and future taxes, levies, imposts, duties or charges in
the nature of taxes, whatever and wherever imposed, including customs duties, value
added taxes or similar taxes and any transfer, sales, use, business, occupation, excise,
stamp or other tax or duty imposed by any national or local taxing or fiscal authority or
agency, together with any withholding, penalties, additions to tax, fines or interest
thereon or with respect thereto.

“Technical Acceptance” has the meaning set forth in Section 4.2(a).

“Technical Acceptance Location” means the maintenance facility of the Prior

Operator at which the redelivery check of the Aircraft from the Prior Operator is
accomplished.

“Term” means the period commencing on the Delivery Date and ending on the
Expiry Date or any later date pursuant to Section 12.

“Third Parties Act” means the Contracts (Rights of Third Party) Act 1999.

“Third Party Indemnitee” means any Indemnitee other than Lessor.

“Third Party Engine” means any engine, title to which is either held by Lessee
(which title may be subject to a Security Interest in favor of an unrelated third party) or
held by an unrelated third party and such engine is leased or conditionally sold to Lessee.

“Total Loss” means, with respect to the Aircraft:

(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 which results in an insurance settlement on
the basis of a total loss);

(b) the Aircraft being destroyed, damaged beyond repair or

permanently rendered unfit for normal use for any reason whatsoever;

(c) the requisition of title, or other compulsory acquisition, capture,

seizure, deprivation, confiscation or detention for any reason of the Aircraft by the
government of the State of Registration (whether de jure or de facto), but
excluding requisition for use or hire not involving requisition of title;
 (d) the hi-jacking, theft, confiscation, seizure or requisition (excluding
requisition for use or hire) of the Aircraft which deprives any Person permitted by
this Agreement to have possession and/or use of the Aircraft for more than ninety
(90) consecutive days; or

(e) the requisition for use or hire of the Aircraft which deprives any
Person permitted by this Agreement to have possession and/or use of the Aircraft
for more than ninety (90) consecutive days.

For the avoidance of doubt, a Total Loss with respect to the Airframe with
any engine(s) or Engine(s) installed constitutes a Total Loss with respect to the
Aircraft hereunder.

“Total Loss Date” means:

(a) in the case of an actual total loss, the actual date on which the loss
occurs or, if such date is unknown, the day on which the Aircraft was last heard
of;

(b) in the case of any of the events described in sub-paragraph (a) of

the definition of “Total Loss” (other than an actual total loss), the earlier of (i)
ninety (90) days after the date on which notice claiming such total loss is given to
the relevant insurers, and (ii) the date on which such loss is admitted or
compromised by the insurers;

(c) in the case of any of the events described in sub-paragraph (b) of the
definition of “Total Loss”, the date on which such destruction, damage or rendering
unfit occurs;

(d) in the case of any of the events described in sub-paragraph (c) of

the definition of “Total Loss”, the date on which the relevant requisition of title or
other compulsory acquisition, capture, seizure, deprivation, confiscation or
detention occurs; and

(e) in the case of any of the events described in sub-paragraphs (d) and
(e) of the definition of “Total Loss”, the expiry of the period of ninety (90) days
referred to in such subparagraph (d) or (e), as applicable;

and, in each case, the Total Loss shall be deemed to have occurred at noon Greenwich
Mean Time on such date.

“Transfer” has the meaning set forth in Section 14.2.

“VAT” has the meaning set forth in Section 5.9.

 “Voluntary Equipment Change” means an Equipment Change other than a
Mandatory Equipment Change.

1.2. Interpretation

(a) In this Agreement, unless the contrary intention is stated, a

reference to:

(i) each of “Owner”, “Lessor”, “Lessee”, “Financing Party” or

any other Person includes without prejudice to the provisions of this Agreement
any successor in title to it and any permitted assignee;

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

(iii) the term “including” or “includes”, when used in this

Agreement, means “including without limitation” and “including but not limited
to” or “includes without limitation” or “includes but is not limited to” respectively;

(iv) any document shall include that document as amended,

novated or supplemented from time to time unless expressly stated to the contrary;
and

(v) a law is a reference to that provision as amended,

substituted or reenacted.

(b) A “Section”, “Schedule” or “Exhibit” is a reference to a section of,

a schedule to or an exhibit to this Agreement.

(c) The headings in this Agreement are to be ignored in construing this

Agreement.

2. Representations and Warranties

2.1. Lessee’s Representations and Warranties

Lessee represents and warrants to Lessor as follows on the date of this

Agreement:

(a) Status: Lessee is duly formed and validly existing under the laws
of the State of Organization, has the corporate power to own its assets and carry
on its business as it is being conducted and is (or will at the relevant time be) the
holder of all necessary air transportation and air operator licenses and certificates
required in connection therewith and with the use and operation of the Aircraft.
 (b) Power and Authority: Lessee has the power to enter into and
perform, and has taken, or will take before the Delivery Date, all necessary
corporate action to authorize the entry into, performance and delivery of, each of
the Operative Documents to which it is a party and the transactions contemplated
by such Operative Documents.

(c) Execution and Delivery: Lessee has duly executed and delivered
this Agreement, and on or before Delivery shall have duly executed and delivered
each of the Operative Documents to which Lessee is a party.

(d) Legal validity: Each of the Operative Documents to which Lessee

is a party constitutes Lessee’s legal, valid and binding agreement, enforceable
against Lessee in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally or general principles
of equity.

(e) Non-conflict: The entry into and performance by Lessee of, and
the transactions contemplated by, the Operative Documents to which Lessee is a
party do not and will not:

(i) conflict with any Applicable Laws binding on Lessee;

(ii) conflict with the constitutional documents of Lessee; or

(iii) result in the creation of any Security Interest over any of its
assets, other than Permitted Liens.

(f) Approvals: Subject to the exceptions and assumptions set forth in

the opinion provided by Lessor’s counsel pursuant to Section 3.1(b)(iii), and to
Section 2.2(b) none of the execution, delivery or performance by Lessee of the
Operative Documents to which it is a party or any other document to be executed
by Lessee pursuant thereto, nor the leasing by Lessee of the Aircraft thereunder
requires the consent or approval of, the giving of notice to, the registration or
filing for recordation with, or the taking of any other action in respect of, any
Government Entity of the State of Registration except for (i) the certificate of
airworthiness, noise limitation certificate and a certificate of registration, with
respect to the Aircraft issued by the Aviation Authority naming Owner as the
owner of the Aircraft, (ii) the radio license issued by the applicable Government
Entity, (iii) the filing with the Aviation Authority of the bill of entry and the
certified copy of this Agreement, (iv) the registration of the international interests
constituted by this Agreement at the International Registry and (v) such other
filings or actions as have either been made or taken or are not yet due or required.
 (g) No Immunity:

(i) Lessee is subject to civil and commercial law with respect

to its obligations under the Operative Documents to which Lessee is a party.

(ii) Neither Lessee nor any of its assets is entitled to any right
of immunity and the entry into and Lessee’s performance pursuant to the Operative
Documents to which Lessee is a party constitute private and commercial acts.

(h) Financial Statements: The audited financial statements of Lessee

most recently delivered to Lessor:

(i) have been prepared in accordance with GAAP (Oman); and

(ii) fairly present the financial condition of the Lessee as at the

date to which they were drawn up and the consolidated results of operations of the
Lessee for the periods covered by such statements.

(i) Restricted Countries: To the best of its actual knowledge, Lessee

does not hold a contract or other obligation to, and does not, operate the Aircraft
to or from any Sanctioned Country.

(j) Pari Passu: The obligations of Lessee under this Agreement rank
at least pari passu with all other present and future unsecured and unsubordinated
obligations (including contingent obligations) of Lessee, with the exception of
such obligations as are mandatorily preferred by law and not by virtue of any
contract to which Lessee is a party.

(k) Choice of Law: Subject to the exceptions and assumptions set

forth in the opinion provided by Lessor’s counsel pursuant to Section 3.1(b)(iii),
the choice by Lessee of English Law to govern this Agreement as set out in
Section 15.1 and the submission by the Lessee to the jurisdiction of the courts as
set out in Section 15.3 are valid and binding.

2.2. Lessee’s Further Representations and Warranties

Lessee further represents and warrants to Lessor that:

(a) No Default: No Default or Event of Default has occurred and is

continuing or would reasonably be expected to result from the entry into or
performance of any of the Operative Documents to which it is a party.
 (b) Registration: Subject to the exceptions and assumptions set forth in
the opinion provided by Lessor’s counsel pursuant to Section 3.1(b)(iii) and except
for filings required to be made pursuant to the Cape Town Convention:

(i) except for the filing, registration and recording of this

Agreement, the Deregistration Power of Attorney and the IDERA with the
Aviation Authority, the registration of the international interests
constituted by the Cape Town Convention, the recording of the name of
the Lessor as lessor and Owner as owner on the certificate of registration
and performance of the post-closing matters in accordance with Clause
3.6, it is not necessary under the laws of the State of Organization, the
State of Registration or the Habitual Base in order to ensure the validity,
effectiveness and enforceability of the Operative Documents to which
Lessee is a party or to establish, perfect or protect the property rights of
Owner and Lessor in the Aircraft that any instrument relating to this
Agreement be filed, registered or recorded or that any other action be
taken or, if any such filings, registrations, recordings or other actions are
necessary, the same have been effected or will have been effected on or
before Delivery; and

(ii) under the Applicable Laws of the State of Organization and

the Habitual Base, the ownership and leasehold property rights of Owner and
Lessor in the Aircraft have been fully established, perfected and protected.

(c) Litigation: No litigation, arbitration or administrative proceedings

are pending or, to Lessee’s knowledge, threatened against Lessee that, if adversely
determined, would have a material adverse effect upon its financial condition such
that Lessee would not be able to comply with its financial obligations under the
Operative Documents to which it is a party.

(d) Taxes: Lessee has delivered all necessary returns and payments
due to tax authorities having jurisdiction over Lessee in the State of Organization,
the State of Registration and the Habitual Base which, if not delivered or made
(except for any Taxes that are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are available or an
adequate bond has been provided by Lessee in accordance with GAAP (Oman)
for the payment of the obligations and such proceedings do not give rise to any
reasonable likelihood of the imposition of any Security Interest (other than a
Permitted Lien)) would have a material adverse effect on Lessee’s financial
condition such that Lessee would not be able to comply with its financial
obligations under this Agreement and the Operative Documents to which Lessee
is a party.
 (e) Information: The financial and other information furnished by
Lessee to Lessor in writing on or prior to Delivery in connection with the Operative
Documents does not contain any untrue statement of material fact or omit to state
any fact the omission of which makes the statements therein, in light of the
circumstances under which they were made, materially misleading, and does not
omit to disclose any material matter which would have a material adverse effect
upon Lessee’s financial condition such that Lessee would not be able to comply
with its financial obligations under this Agreement and the other Operative
Documents to which Lessee is a party.

(f) Air Traffic Control: On the Delivery Date, Lessee is not in default
in the payment of any sums due by Lessee to any ATC/Airport Authority in
respect of any aircraft operated by Lessee, except for any ATC/Airport Authority
payments or sums that are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are available or an
adequate bond has been provided by Lessee in accordance with GAAP (Oman)
for the payment of the obligations and such proceedings do not give rise to any
reasonable likelihood of the imposition of any Security Interest (other than a
Permitted Lien) on, or the sale, forfeiture or other loss of, the Aircraft or any
interest therein or of criminal liability on the part of Lessor or any other
Indemnitee.

(g) Insurances: On the Delivery Date, the Insurances will not be

subject to any Security Interest except Permitted Liens.

2.3. Repetition

The representations and warranties in Section 2.1 and Section 2.2 will survive the
execution of this Agreement. The representations and warranties contained in Section 2.1
and Section 2.2 will be deemed to be repeated by Lessee on Delivery as if made with
reference to the facts and circumstances then existing.

2.4. Lessor’s Representations and Warranties

Lessor represents and warrants to Lessee that on the date of this Agreement:

(a) Status: Lessor is duly formed and validly existing under the laws
of the place of its organization. Lessor has the power to lease the Aircraft and
carry on the business contemplated by Lessor under the Operative Documents.

(b) Power and Authority: Lessor has the power to enter into and
perform, and has taken all necessary action to authorize the entry into,
performance and delivery of, the Operative Documents and the transactions
contemplated by the Operative Documents.
 (c) Execution and Delivery: Lessor has duly executed and delivered
this Agreement, and on or before Delivery shall have duly executed and delivered
each of the Operative Documents to which Lessor is a party.

(d) Enforceability: Each of the Operative Documents constitutes

Lessor’s legal, valid and binding agreement, enforceable against Lessor in
accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, examinership, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and general principles of
equity.

(e) Non-conflict: The entry into and performance by Lessor of, and
the transactions contemplated by, the Operative Documents do not and will not:

(i) conflict with any Applicable Laws binding on Lessor;

(ii) conflict with the constitutional documents of Lessor; or

(iii) conflict with or result in a default under any document that

is binding upon Lessor or any of its assets.

(f) Authorization: So far as concerns the obligations of Lessor, all

authorizations, consents, registrations and notifications required in connection
with the entry into, performance, validity and enforceability of, and the transactions
contemplated by, the Operative Documents by Lessor, other than any required in
the State of Registration, have been (or will on or before Delivery have been)
obtained or effected (as appropriate) and are (or will on their being obtained or
effected be) in full force and effect.

(g) No Immunity:

(i) Lessor is subject to civil and commercial law with respect

to its obligations under the Operative Documents.

(ii) Neither Lessor nor any of its assets is entitled to any right
of immunity and the entry into and performance of the Operative Documents by
Lessor constitute private and commercial acts.

(h) Pari Passu: The obligations of Lessor under this Agreement rank
at least pari passu with all other present and future unsecured and unsubordinated
obligation (including contingent obligations) of Lessor, with the exception of such
obligations as are mandatorily preferred by Law and not by virtue of any contract.

(i) No Litigation: No litigation, arbitration or administrative

proceedings are pending or, to Lessor’s knowledge, threatened against Lessor
 which if adversely determined, would have a material adverse effect upon
Lessee’s financial condition such that Lessor would not be able to comply with its
financial obligations under this Agreement or the other Operative Documents to
which it is or is to be a party.

2.5. Repetition

The representations and warranties in Section 2.4 will survive the execution of
this Agreement. The representations and warranties contained in Section 2.4 will be
deemed to be repeated by Lessor on the Delivery Date as if made with reference to the
facts and circumstances then existing.

3. Conditions Precedent

3.1. Lessor’s Documentary Conditions Precedent

Lessor’s obligation to lease the Aircraft to Lessee under this Agreement is subject
to the receipt of the following by Lessor from Lessee (unless otherwise specified):

(a) No less than three (3) Business Days before the Delivery Date and
no later than concurrently with Lessee’s execution and delivery of the Lease
Supplement, Lessee shall deliver to Lessor the following in form and substance
satisfactory to Lessor:

(i) Constitutional Documents: a copy of the constitutional

documents of Lessee, together with, if such documents are not in English, an
English translation thereof;

(ii) Resolutions: to the extent required by Applicable Law, a

certified copy of a resolution of the board of directors of Lessee approving the
terms of, and the transactions contemplated by, the Operative Documents to which
Lessee is a party, resolving that it enter into the Operative Documents to which it is
a party, and authorizing a specified individual or individuals to execute the
Operative Documents to which it is a party and accept delivery of the Aircraft on
its behalf and a certified copy of each power of attorney authorizing a specified
individual or individuals to execute the Operative Documents to which it is a party
and accept delivery of the Aircraft on its behalf;

(iii) Opinion: an opinion from counsel to Lessee as to such

State of Organization law matters as are customarily opined in connection with
transactions of the type contemplated by the Operative Documents;

(iv) Approvals: evidence of the issuance of each approval,

license and consent which may be required prior to Delivery in relation to,
 or in connection with, the performance by Lessee of its obligations under
the Operative Documents to which Lessee is a party or for the operation of
the Aircraft;

(b) Operative Documents: a copy of each of the Operative Documents

to which Lessee is a party, duly executed by Lessee, including the chattel paper
original counterpart of this Agreement;

(c) Licenses: copies of Lessee’s air operator’s certificate and all other
licenses, certificates and permits required by Lessee in relation to, or in
connection with, the operation of the Aircraft;

(d) Certificate: a certificate of a duly authorized officer of Lessee:

(i) setting out a specimen of each signature of an officer of

each Person authorised to sign this Agreement and the Operative Documents to
which Lessee is a party on behalf of Lessee; and

(ii) certifying that each copy of a document specified in

Sections 3.1(a) and (b) is correct, complete and in full force and effect;

(e) Insurances: certificates of insurance, certificates of reinsurance,

and reinsurance broker’s undertakings satisfactory to Lessor (acting reasonably)
that Lessee is and will be in compliance with the provisions of this Agreement as
to Insurances on and after Delivery;

(f) Authority Letters: letters from Lessee addressed to any ATC/

Airport Authority designated by Lessor pursuant to which Lessee authorizes such
authority to issue to Lessor, upon Lessor’s request from time to time and subject
to the terms of this Agreement, a statement of account of all sums due by Lessee to
such authority in respect of all aircraft (including the Aircraft) operated by Lessee;
and

(g) Convention: evidence that Lessee is a transacting user entity for

the purposes of the Cape Town Convention;

(h) Know Your Customer Documents: all relevant documentation or

information reasonably requested by Lessor to enable Lessor to carry out and be
satisfied with the result of its “Know Your Customer” obligations, provided such
documentation or information is reasonably requested by Lessor no later than
thirty (30) days prior to the Scheduled Delivery Date; and

(i) General: such other documents as Lessor may reasonably request

in order to consummate or give effect to the transactions contemplated by this
Agreement and the Operative Documents, provided such documentation or
 information is reasonably requested by Lessor no later than thirty (30) days prior
to the Scheduled Delivery Date, provided however that Lessee shall not be
obliged to supply any documents which are proprietary or confidential to Lessee
or the supply of which would put Lessee in breach of any Applicable Law.

3.2. Lessor’s Other Conditions Precedent

The obligation of Lessor to deliver and lease the Aircraft under this Agreement is
also subject to the following additional conditions precedent:

(a) Representations and Warranties: the representations and

warranties of Lessee under Sections 2.1 and 2.2 are correct and, subject to Section
2.3, would be correct if repeated on Delivery; and

(b) Payments: all payments due to Lessor under this Agreement on or

before Delivery, including the Basic Rent due on the Delivery Date and the
Security Deposit shall have been received by Lessor.

3.3. Lessor’s Waiver

The conditions specified in Sections 3.1 and 3.2 are for the sole benefit of Lessor
and may be waived or deferred in whole or in part and with or without conditions by
Lessor. If any of those conditions are not satisfied and Lessor (in its absolute discretion)
nonetheless agrees to deliver the Aircraft to Lessee, then Lessee will ensure that those
conditions are fulfilled within twenty (20) Business Days after the Delivery Date and
Lessor may treat as an Event of Default the failure of Lessee to do so.

3.4. Lessee’s Conditions Precedent

Lessee’s obligation to accept the Aircraft on lease from Lessor under this
Agreement is subject to the satisfaction by Lessor of the following conditions precedent:

(a) Representations and Warranties: the representations and

warranties of Lessor under Section 2.4 are correct and would be correct if
repeated on Delivery;

(b) Delivery Condition: the Lessee shall be satisfied that the Aircraft
meets the Delivery Condition and the Lessor has executed and delivered the
Certificate of Technical Acceptance and the Lease Supplement;

(c) Operative Documents: Lessee shall have received a copy of each

of the Operative Documents to which Lessee is a party, duly executed by Lessor;
and
 (d) Opinion: an opinion from counsel to Lessor as to such Irish law
organizational matters as are customarily opined for lessors in connection with
transactions of the type contemplated by the Operative Documents.

3.5. Lessee’s Waiver

The conditions specified in Section 3.4 are for the sole benefit of Lessee and may
be waived or deferred in whole or in part and with or without conditions by Lessee.

3.6. Post-Closing Matters1

(a) Lessee shall provide to Lessor within fifteen (15) Business Days
after the arrival of the Aircraft in Oman and before commencement of scheduled
operations of the Aircraft, a copy of the certificate of registration issued by
Aviation Authority depicting Owner as owner, Lessor as lessor, Security Trustee
as the holder of a security interest, and Lessee as lessee.

(b) Lessee shall provide to Lessor within fifteen (15) Business Days
after the arrival of the Aircraft in Oman and before commencement of scheduled
operations of the Aircraft, a copy of the certificate of airworthiness issued by
Aviation Authority.

(c) Lessee shall provide to Lessor within fifteen (15) Business Days
after the arrival of the Aircraft in Oman and before commencement of scheduled
operations of the Aircraft, a copy of the temporary license for radio
communication apparatus issued by the applicable Government Entity in Oman.

(d) Lessee shall provide to Lessor within three months after the
issuance of a temporary license for radio communication apparatus, a license for
radio communication apparatus issued by the applicable Government Entity in
Oman.

(e) Lessee shall provide to the Lessor as soon as reasonably

practicable, and in no event later than the Aircraft’s first commercial flight, a copy
of the noise limitation certificate issued by the Authority.

(f) As soon as they are available but in any event within 30 days after
the Delivery Date (other than with respect to the items set forth in
paragraphs 3.6(f)(i) and 3.6(f)(ii), which Lessee shall provide to Lessor within 30
days after the arrival of the Aircraft in Oman), Lessee will provide the following to
Lessor:

1 Subject to review by Omani counsel.

 (i) a copy of Lessee’s scheduled air operator permit issued by
the Aviation Authority that includes reference to the Aircraft;

(ii) a copy of a bill of entry for home consumption issued by

the Oman customs authorities in respect of the Aircraft;

(iii) evidence that a certified copy of the IDERA, duly stamped

and notarised, has been duly submitted and acknowledged by the Aviation
Authority;

(iv) evidence that a certified copy of the Deregistration Power

of Attorney, duly stamped, notarised, and bearing its common seal, has been duly
submitted and acknowledged by the Aviation Authority;

(v) the original IDERA, duly stamped and notarised; and

(vi) the original Deregistration Power of Attorney, duly

stamped, notarised and bearing the common seal of Lessee.

(g) As soon as it is available but in any event within 10 days after the
registration of the Aircraft in Oman, Lessee will provide evidence satisfactory to
Lessor that it has applied to the Aviation Authority to have the Aircraft made
subject to the Maintenance Program.

(h) As soon as it is available, Lessee will provide an electronic copy of

the Maintenance Program to Lessor evidencing that the Aircraft is subject to the
Maintenance Program.

(i) As soon as it is available but in any event within 30 days after the
registration of the Aircraft in Oman, Lessee will provide satisfactory evidence that
all customs documentation (including import licenses) required for the import of
the Aircraft into Oman have been obtained and that all customs duties in
connection with that import have been paid.

4. Commencement

4.1. Agreement to Lease

Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease
in accordance with the Operative Documents to which Lessee is a party for the duration
of the Term.

4.2. Technical Acceptance and Delivery

 (a) Lessor shall tender the Aircraft to Lessee for technical acceptance
prior to the Scheduled Delivery Date at the Technical Acceptance Location and,
provided that the Aircraft is in the Delivery Condition, Lessee shall irrevocably
technically accept the Aircraft, by its delivery of a Certificate of Technical
Acceptance to Lessor (the “Technical Acceptance”).

(b) Provided the conditions precedent set forth herein for the benefit of
the Lessor have been satisfied, Lessor shall tender the Aircraft for Delivery on the
Delivery Date at the Delivery Location to Lessee and the Lessee shall accept the
Aircraft “as is, where is”. Lessor and Lessee shall evidence Delivery of the
Aircraft hereunder by executing the Lease Supplement.

(c) At the time of Delivery, Lessor shall arrange for the Export
Certificate of Airworthiness for the Aircraft. Following Delivery, Lessee will
ferry the Aircraft at its cost and at its risk to the Habitual Base where upon arrival,
the Aircraft will be deregistered in Singapore.

4.3. Delayed Delivery

(a) If any conditions precedent for the benefit of the Lessor are not
satisfied by the Final Delivery Date, Lessor may terminate this Agreement upon
notice to Lessee, in which event Lessor shall have no further obligations to Lessee
under this Agreement.

(b) Lessor will not be responsible for any losses, including loss of
profit, costs or expenses (including Lessee’s legal expenses in negotiating and
executing the Operative Documents) arising from or in connection with the delay
or failure suffered or incurred by Lessee, whether as a consequence of an
Excusable Delay or damage to the Aircraft not constituting a Total Loss or
otherwise.

4.4. Acceptance and Risk

(a) The Aircraft will be delivered to, and will be accepted by, Lessee at
the Delivery Location on or about the Scheduled Delivery Date (but no later than
the Final Delivery Date unless otherwise agreed by Lessor) immediately
following satisfaction of the conditions precedent specified in Sections 3.1, 3.2
and 3.4 (or their waiver or deferral by the party entitled to grant such waiver or
deferral).

(b) Immediately following satisfaction of the conditions precedent

specified in Sections 3.1, 3.2 and 3.4 (or their waiver or deferral by the party
entitled to grant such waiver or deferral), Lessee and Lessor shall forthwith
complete the annexes to the Lease Supplement specifying, among other things,
 the maintenance status of the Airframe, Engines, APU and Landing Gear, and
Lessor and Lessee shall sign and deliver to each other the Lease Supplement
whereupon Delivery will occur.

(c) On and from Delivery, the Aircraft will be in every respect at the
sole risk of Lessee, which will bear all risk of loss, theft, damage or destruction to
the Aircraft from any cause whatsoever.

(d) Concurrent with Delivery, Lessee shall take all actions necessary to
cause the Aircraft to be registered with the Aviation Authority and permit the
operation of the Aircraft by Lessee in its normal passenger and/or cargo
operations, including if required, causing this Agreement to be registered with the
Aviation Authority.

4.5. Inspection and Delivery procedure

During the Prior Operator’s redelivery check, Lessee shall be invited to inspect
the Aircraft and Aircraft Documents as described in Schedule 2 to verify whether the
Aircraft and the Aircraft Documents are in the Delivery Condition. If there are deviations
in the condition of the Aircraft from the Delivery Condition, such deviations will be at
Lessor’s option corrected prior to Technical Acceptance as agreed between Lessor and
Lessee or included in the Certificate of Technical Acceptance as discrepancies.

If Lessee notifies Lessor of any defect or non-conformity with the Delivery

Condition following inspection, Lessor and Lessee shall determine (each acting
commercially reasonably) whether such defect or nonconformity is:

(a) capable of remedy by Lessor or the Prior Operator before Delivery,

in which case Lessor at its option will correct or procure the correction of the
defect or non-conformity at its own cost as promptly as practicable prior to
Delivery;

(b) otherwise capable of remedy by Lessee following Delivery, in

which case Lessee shall agree to correct or procure the correction of the defect or
nonconformity at Lessor’s cost as promptly as practicable following Delivery; or

(c) capable of remaining un-remedied following Delivery provided the

absence of remedial action will not affect the airworthiness of the Aircraft, in
which case, the defect or non-conformity will remain un-remedied and the
corresponding Redelivery Condition in Section 12 and Schedule 3 shall be
deemed amended accordingly,

(d) and in the case of (a), (b) or (c), such defect or non-conformity and
agreed remedy shall be set out in full in the Certificate of Technical Acceptance or
Lease Supplement, as applicable.
5. Payments

5.1. Security Deposit

Lessor hereby acknowledges receipt of the Security Deposit in the amount of

$550,000. Lessee acknowledges that the Security Deposit constitutes consideration to
Lessor for leasing the Aircraft to Lessee and upon payment irrevocably and
unconditionally became the unencumbered property of Lessor, free of any claims or
rights thereto by Lessee, and may be commingled with the other funds of Lessor or its
Affiliates.

5.2. Rental Periods

The first Rental Period will commence on the Delivery Date and end on the day
preceding the numerically corresponding day one (1) month after the Delivery Date.
Each subsequent Rental Period will commence on the day of each month during the Term
which numerically corresponds with the Delivery Date, and will end on the day
immediately preceding the first day of the next Rental Period, except that if a Rental
Period would otherwise overrun the Expiry Date, it will end on the Expiry Date.

5.3. Basic Rent

(a) Time of Payment: For each Rental Period during the Term, Lessee
shall pay to Lessor Basic Rent in advance on each Rent Date. Lessee shall initiate
payment adequately in advance of the Rent Date to ensure that Lessor receives the
payment of Basic Rent on the Rent Date.

(b) Amount: The Basic Rent payable in respect of each Rental Period
will be the Basic Rent Amount, except that if the final Rental Period contains less
than thirty (30) days, the amount of Basic Rent payable in respect of such final
Rental Period will be a pro rata amount of the Basic Rent Amount obtained by
dividing the Basic Rent Amount by thirty (30) and multiplying the result by the
number of days elapsed from, and including, the last Rent Date to, and including,
the Expiry Date.

5.4. Supplemental Rent

(a) Amount: Lessee shall pay to Lessor Supplemental Rent in

relation to each calendar month (or portion thereof) during the Term on the 25th
day following the end of that calendar month (but not later than the Expiry Date
for the last full calendar month and the portion of the calendar month in which the
Expiry Date occurs), based on the status report furnished under the terms of
Section 8.2(d) for the applicable period (the “Applicable Period”), as follows,
except that Lessee shall pay Supplemental Rent for each calendar month during
the Term of at least $100,000 (pro-rated for partial months assuming a thirty-day
month):

(i) in respect of the Airframe, Lessee shall pay (A) the

Airframe 6-Year Check Supplemental Rent Rate (“Airframe 6-Year
Check Supplemental Rent”) and (B) the Airframe 12-Year Check
Supplemental Rent Rate (“Airframe 12-Year Check Supplemental
Rent”), in each case, for the Applicable Period (pro-rated (assuming a
month of thirty days) if the Applicable Period is shorter than one calendar
month);

(ii) in respect of each Engine, Lessee shall pay the Engine

PRSV Supplemental Rent Rate multiplied by the number of Flight Hours
operated by such Engine during the Applicable Period (“Engine PRSV
Supplemental Rent”);

(iii) in respect of each Engine, Lessee shall pay the Engine LLP
Supplemental Rent Rate multiplied by the number of Cycles operated by
such Engine during the Applicable Period (“Engine LLP Supplemental
Rent”);

(iv) in respect of the Landing Gear, Lessee shall pay the

Landing Gear Supplemental Rent Rate for the Applicable Period (pro- rated
(assuming a month of thirty days) if the Applicable Period is shorter than one
calendar month) (“Landing Gear Supplemental Rent”); and

(v) in respect of the APU, Lessee shall pay the APU

Supplemental Rent Rate multiplied by the number of APU Hours operated by such
Engine during the Applicable Period (“APU Supplemental Rent”).

(b) Adjustment: The Supplemental Rent rates referred to in Section

5.4(a) shall be adjusted as follows:

(i) the Airframe 6-Year Supplemental Rent Rate, the Airframe

12-Year Supplemental Rent Rate, the Engine PRSV Supplemental Rent Rate, the
Landing Gear Supplemental Rent Rate and the APU Supplemental Rent Rate are
based on January 2019 Dollars and each such rate, as otherwise adjusted under the
terms of this Section 5.4(b), shall be increased on January 1 of each calendar year
during the Term starting January 2020 at an annual rate of 3.0%.

(ii) the Engine LLP Supplemental Rent Rate (as otherwise

adjusted under the terms of this Section 5.4(b)) shall at Lessor’s discretion
 be adjusted by Lessor on January 1 of each calendar year during the Term
starting January 2020 based on changes in the then current Engine
Manufacturer’s catalog list prices for Engine LLPs and any stub life
assumed by Lessor, and the adjusted Engine LLP Supplemental Rent Rate
determined by Lessor, absent manifest error, shall be binding on Lessor
and Lessee.

(iii) the Engine PRSV Supplemental Rent Rate payable on each

Supplemental Rent payment date shall be based on the Flight Hour-to- Cycle ratio
and de-rate percentage(s) of operation of the Engine for the preceding calendar
month as described in Table 2 of Schedule 5. The relevant Engine PRSV
Supplemental Rent Rates for intermediate Flight Hour to Cycle ratios and de-rate
falling between the values shown in Table 2 of Schedule 5 shall be determined by
linear interpolation of the amounts shown in such table. The relevant Engine PRSV
Supplemental Rent Rates will be subject to further adjustment to the extent a
replacement Engine is provided by Lessee in accordance with the terms of Section
11.3.

(iv) The Supplemental Rent rates may be increased by Lessor in

its discretion for any differences in operating parameters if the benign operating
conditions assumed to determine the Supplemental Rent rates change.

Lessor shall be entitled to audit Lessee’s calculations of Engine PRSV

Supplemental Rent Rates and other Supplemental Rent rates annually on each
anniversary of the Delivery Date and on the Expiry Date. If because of a
difference in Flight Hour to Cycle ratio or derate percentage or any other
parameter Lessor determines that Lessee has underpaid Supplemental Rent for
any period, Lessee shall pay to Lessor the amount determined by Lessor of such
underpayment within five (5) Business Days after notice by Lessor of such
required payment.

5.5. Nature of Supplemental Rent

Lessee acknowledges that the Supplemental Rent constitutes additional Rent

payable for the use of the Aircraft and shall irrevocably and unconditionally become the
unencumbered property of Lessor upon payment thereof by Lessee, free of any claims or
rights thereto by Lessee. Supplemental Rent shall not be drawable by or refundable to
Lessee for maintenance of the Aircraft or for any other reason, and shall be used only as a
credit against Redelivery Compensation obligations of the Lessee.

5.6. Redelivery Compensation

 On the Expiry Date, unless there has been a Total Loss of the Aircraft, the Lessee
shall make the following payment (the “Redelivery Compensation”) to the Lessor:

(a) for the Airframe, an amount (not less than zero) equal to the highest
Airframe 6-Year Check Supplemental Rent Rate during the Term multiplied by (i)
the number of complete months (or any fraction of any month) at Redelivery since
the last Airframe 6-Year Check minus (ii) the number of complete months (or any
fraction of any month) at Delivery since the last Airframe 6-Year Check; plus

(b) for the Airframe, an amount (not less than zero) equal to the highest
Airframe 12-Year Check Supplemental Rent Rate during the Term multiplied by (i)
the number of complete months (or any fraction of any month) at Redelivery since
the last Airframe 12-Year Check minus (ii) the number of complete months (or any
fraction of any month) at Delivery since the last Airframe 12-Year Check; plus

(c) for the Landing Gear, an amount (not less than zero) equal to the
highest Landing Gear Supplemental Rent Rate during the Term multiplied by (i)
the number of complete months (or fraction of any month) at Redelivery since the
last Landing Gear Overhaul minus (ii) the number of complete months (or any
fraction of any month) at Delivery since the last Landing Gear Overhaul; plus

(d) for each Engine, an amount (not less than zero) equal to the highest
Engine PRSV Supplemental Rent Rate during the Term multiplied by (i) the
number of Flight Hours at Redelivery since the last Engine PRSV on such Engine
minus (ii) the number of Flight Hours at Delivery since the last Engine PRSV; plus

(e) For each Engine, an amount (not less than zero) equal to the highest
Engine LLP Supplemental Rent Rate during the Term multiplied by (i) the number
of Cycles recorded on the Engine LLP’s at Redelivery minus (ii) the number of
Cycles recorded on the Engine LLP’s at Delivery (with the Lessor to increase such
amount in its sole discretion if any Engine LLP has been replaced during the
Term); plus

(f) For the APU, an amount (not less than zero) equal to the highest
APU Supplemental Rent Rate during the Term multiplied by (i) the number of
APU Hours recorded on the APU at Redelivery since the last APU Overhaul minus
(ii) the number of APU Hours at Delivery since the last APU Overhaul.

Provided that no Default or Event of Default is continuing, Lessor shall grant

Lessee a credit against the amount of Redelivery Compensation equal to the aggregate
Supplemental Rent paid by Lessee to Lessor and not applied by Lessor (in its sole
discretion) to the cost of any maintenance procedure. Such credit shall not exceed the
aggregate Supplemental Rent paid by Lessee to Lessor and not applied to the cost of any
maintenance procedure.
5.7. Payments

(a) All payments of Rent shall be made by Lessee to Lessor under this
Agreement and will be made for value on the due date, for the full amount due, in
Dollars and in same day funds, settled through the New York Clearing House
System or such other funds as may for the time being be customary for the
settlement in New York City of payments in Dollars by telegraphic transfer to the
following account for Lessor:

Bank Name: Allied Irish Bank

Bank Address: Currency Account Services,
3rd Floor
1 Adelaide Road
Dublin 2, Ireland

SWIFT: AIBKIE2D
Sort Code: 93-00-67

Account Name:
Account Number:

IBAN IE70AIBK93006726801629
Reference MSN 1427

or to such other account of Lessor in Ireland as Lessor may direct by at

least five (5) Business Days prior written notice. Lessor shall provide an
invoice in respect of each payment of Basic Rent at least two (2) Business
Days prior to the corresponding Rent Date, provided however that a
failure to provide such invoice by Lessor shall not in any way relieve
Lessee of its obligation to pay the correct amount of Basic Rent on the
Rent Date, provided further that if Lessor fails to provide such invoice no
less than two (2) Business Days prior to any Rent Date, Lessee may make
the Basic Rent payment that is due on such Rent Date within two (2)
Business Days from the date of the receipt of such invoice.

(b) If any Rent or other payment would otherwise become due on a day
which is not a Business Day, it shall be due on the immediately following Business
Day or, if that Business Day falls in the following month, in the following year, or
after the Expiry Date, on the Business Day immediately before such date.

5.8. Gross-up
 (a) All payments by Lessee under the Operative Documents to which
Lessee is a party will be made without offset or counterclaim, free and clear of
and without deduction or withholding for or on account of any Taxes (other than
Taxes that Lessee is compelled by law to deduct or withhold).

(b) All Taxes (other than Non-Indemnified Taxes) in respect of

payments by Lessee under the Operative Documents shall be for the account of
Lessee.

(c) If Lessee is compelled by Applicable Law to make a deduction or

withholding in respect of Taxes (other than Non-Indemnified Taxes) from any
payment due from Lessee to an Indemnitee under the Operative Documents and
such Indemnitee does not then receive for its own benefit on the due date a net
amount equal to the full amount provided for under the Operative Documents,
Lessee will pay all necessary additional amounts to ensure receipt by such
Indemnitee of the full amount provided for under the Operative Documents as if
no such deduction or withholding had been required to be made.

(d) Lessee shall not be obliged to make a payment under this

Section 5.7 if (x) any of the following events have occurred and are continuing at
the time the payment would otherwise be due and (y) such event(s) would result
in an increase in the amount that Lessee would have been obliged to pay under
this Section 5.7 but for the occurrence and continuance of such event(s):

(i) Lessor fails to comply with its obligations in Section

5.10(b); or

(ii) any representation or statement given by Lessor in the Tax

Declaration proves to be incorrect or untrue when made or repeated.

5.9. Taxation

Lessee will on demand pay and indemnify each Tax Indemnitee

against all Taxes (other than Non-Indemnified Taxes) levied or imposed against or
upon such Tax Indemnitee and relating to or attributable to Lessee, the Operative
Documents or the Aircraft in connection with the importation, exportation,
registration, ownership (but only to the extent attributable to or relating to, or
arising as a result of the leasing, possession, operation, use or maintenance of the
Aircraft by or on behalf of the Lessee), leasing, subleasing by Lessee, delivery,
possession, use, operation, repair, maintenance, overhaul, transportation, landing,
storage, presence or redelivery of the Aircraft or any part thereof or any rent,
receipts, insurance proceeds, income or other amounts arising therefrom.
5.10. Value Added Tax

(a) For purposes of this Section 5.9, “VAT” means value added tax,
goods and service tax and any goods and services, sales or turnover tax, imposition
or levy of a similar nature, penalties, fines, surcharges and interest thereon and
additions thereto and “supply” includes anything on or in respect of which VAT is
chargeable.

(b) Lessee shall pay each Tax Indemnitee or the relevant taxing
authority, as the case may be, the amount of any VAT chargeable in respect of any
supply for VAT purposes under the Operative Documents.

(c) Each amount stated as payable by Lessee under the Operative

Documents is exclusive of VAT (if any), and if VAT is payable in respect of any
amount payable by Lessee under the Operative Documents, Lessee shall, pay all
such VAT and shall indemnify each Tax Indemnitee against any claims for the
same, and where appropriate Lessee shall increase the payments that would
otherwise be required to be made under the Operative Documents so that such Tax
Indemnitee is left in the same position as it would have been had no VAT been
payable. Lessee shall provide evidence to Lessor, if available, in respect of
payment of any VAT paid by Lessee with respect to the Operative Documents.

5.11. Information

(a) If Lessee is required by any Applicable Law to deliver any report

or return in connection with any Taxes, then Lessee will duly complete the same
and, in particular, will not state therein that any Person other than Lessee is
responsible for the use and operation of the Aircraft and for the Taxes (other than
NonIndemnified Taxes) arising therefrom. Lessee will, on reasonable request,
supply a copy of the report or return to any Tax Indemnitee to enable such Tax
Indemnitee to fulfil its Tax filing or other reporting requirements with respect to
the transactions contemplated by the Operative Documents, provided however
that Lessee shall not be required to supply any report, return, information or other
documents which are proprietary or confidential to Lessee or the supply of which
would put Lessee in breach of any Applicable Law. If Lessee requires any
information or cooperation from any Tax Indemnitee in order to satisfy its
obligations as set forth above, such Tax Indemnitee shall promptly furnish such
information or cooperation as Lessee may reasonably request in writing.

(b) Lessor shall provide to Lessee on the Delivery Date and

subsequently on each anniversary of the Delivery Date during the Term:

(i) a Tax Declaration substantially in the form of Exhibit G or

such other form reasonably satisfactory to Lessee; and
 (ii) a Tax Residency Certificate as issued by the Office of
Revenue Commissioners in Ireland confirming that Lessor is resident for the
purposes of taxation in Ireland to the extent it is the practice of the Office of
Revenue Commissioners to issue such certificates to aircraft owners and lessors in
general. If the Office of Revenue Commissioners ceases to issue tax residence
certificates generally to aircraft owners and lessors, Lessor shall, if requested by
Lessee (and at Lessor’s cost), use commercially reasonable endeavours to provide
to Lessee such other documentation as Lessee may require to put Lessee in the
same position (to the extent possible in the context of Applicable Law then in
effect at the time of the request) regarding Taxes on payments under this
Agreement as it would have been in if such Tax Residence Certificate had been
available.

5.12. Taxation of Indemnity Payments

If and to the extent that any sums payable to any Tax Indemnitee by Lessee under
the Operative Documents by way of indemnity are insufficient, by reason of any Taxes
payable in respect of those sums, for such Tax Indemnitee to discharge the corresponding
liability to the relevant third party (including any taxation authority), or to reimburse such
Tax Indemnitee for the cost incurred by it to a third party (including any taxation
authority), Lessee will pay to such Tax Indemnitee such sum as will, after the tax liability
has been fully satisfied, leave such Tax Indemnitee with the same amount as it would
have been entitled to receive in the absence of that liability.

5.13. Default Interest

If Lessee fails to pay on the due date (taking in account any applicable grace
period available under the Operative Documents) any amount payable under any of the
Operative Documents to which it is a party, Lessee will pay on demand from time to time
to any Indemnitee interest (both before and after judgment) at the Overdue Rate on such
amount from the due date to the day of payment in full by Lessee to such Indemnitee. All
such interest shall be compounded monthly and calculated on the basis of the actual
number of days elapsed assuming a year of 360 days.

5.14. Absolute

Lessee’s obligations under this Agreement are absolute and unconditional

irrespective of any contingency whatever including (but not limited to):

(a) any right of offset, counterclaim, recoupment, reduction, defense

or other right which either party to this Agreement may have against the other;
 (b) any unavailability of the Aircraft for any reason, including a
requisition of the Aircraft or any prohibition or interruption of, interference with or
other restriction against Lessee’s use, operation or possession of the Aircraft;

(c) any lack or invalidity of title or any other defect in title,

airworthiness, merchantability, fitness for any purpose, condition, design or
operation of any kind or nature of the Aircraft for any particular use or trade, or
for registration or documentation under the laws of any relevant jurisdiction, or
any Total Loss in respect of or any damage to the Aircraft;

(d) any insolvency, bankruptcy, reorganization, arrangement,

readjustment of debt, dissolution, liquidation or similar proceedings by or against
Lessor or Lessee;

(e) any invalidity, unenforceability or lack of due authorization of, or

other defect in, this Agreement; or

(f) any other cause which, but for this provision, would or might
otherwise have the effect of terminating or in any way affecting any obligation of
Lessee under this Agreement.

6. Manufacturer’s and Other Warranties

6.1. Assignment

Lessor will remain entitled to the benefit of each warranty, express or implied,
and any unexpired customer and/or product support given or provided in respect of the
Aircraft, any Engine or Part by any manufacturer, vendor, maintenance performer,
subcontractor or supplier. Unless an Event of Default shall have occurred and be
continuing, Lessor hereby authorizes Lessee during the Term to pursue any claim
thereunder in relation to defects affecting the Aircraft, any Engine or Part, and Lessee
agrees to pursue in good faith any such claim that arises at its own cost. Lessee will notify
Lessor promptly upon becoming aware of any such claim. Lessor will provide such
assistance to Lessee in making a claim under any such warranties or customer and/ or
product support as Lessee may reasonably request, and, if requested by Lessee and at
Lessee’s expense, will pursue a claim in its own name where the relevant manufacturer,
vendor, maintenance performer, subcontractor or supplier has refused to acknowledge
Lessee’s right to pursue that claim, but subject to Lessee first ensuring that Lessor is
indemnified and secured to Lessor’s reasonable satisfaction against all losses, damages,
costs, expenses and liabilities (including fees and disbursements) that Lessor may incur in
the taking of any such actions.

6.2. Proceeds
 All proceeds of any such claim as is referred to in Section 6.1 and which exceed
$50,000 will be paid directly to Lessor at the account set forth in Section 5.6(a), but if and
to the extent that such claim relates:

(a) to defects affecting the Aircraft which Lessee has rectified; or

(b) to costs incurred by Lessee in pursuing such claim (whether or not

proceeds of such claim are payable to Lessee);

and provided no Material Default or Event of Default shall have occurred and be
continuing, the proceeds will be promptly paid to Lessee by Lessor but, in the case of (a),
only on receipt of evidence reasonably satisfactory to Lessor that Lessee has rectified the
relevant defect.

6.3. Parts

Except to the extent Lessor otherwise agrees in a particular case, Lessee will
procure that all engines, components, furnishings or equipment provided by the
manufacturer, vendor, maintenance performer, subcontractor or supplier as a replacement
for a defective Engine or Part pursuant to the terms of any warranty or customer and/or
product support arrangement comply with Section 8.13(a), are installed on the Aircraft
promptly and that title thereto vests in Owner in accordance with Section 8.17(b). On
installation those items will be deemed to be an Engine or Part, as applicable.

6.4. Agreement

Lessee acknowledges that during the Term it might contract with Manufacturers,
maintenance and overhaul agencies, subcontractors, suppliers and vendors (each an
“MRO”) to maintain, provide and service the Airframe, Engines and Parts. To the extent
any warranties or customer and/or product support relating to the Aircraft are made
available under an agreement between any Manufacturer, vendor, maintenance performer,
subcontractor or supplier and Lessee, this Section 6 is subject to that agreement.
However, Lessee will:

(a) pay the proceeds of any claim thereunder that exceed $50,000 to
Lessor at the account set forth in Section 5.6(a) to be applied pursuant to
Section 6.2 and, pending such payment, will hold the claim and the proceeds in
trust for Lessor as appropriate;

(b) take all such steps as are necessary and reasonably requested by
Lessor at the end of the Term to ensure the benefit of any of those warranties or
customer and/or product support which have not expired are vested in Lessor to
the extent the same are assignable; and
 (c) at Redelivery, Lessee will irrevocably assign to Lessor all of
Lessee’s rights regarding the Aircraft under any warranty (express or implied),
service policy, maintenance or product agreement provided by any MRO to the
extent that such rights are assignable and, to the extent MRO consent is required
for assignment of such rights, the Lessee will use reasonable endeavours to obtain
consent from each such MRO. After Redelivery, Lessee if requested by Lessor
and at Lessor’s expense will consult in good faith as to how Lessor may obtain
the benefit of such rights.

7. Lessor’s Covenants and Disclaimers

7.1. Quiet Enjoyment

Provided no Event of Default shall have occurred and be continuing, none of

Lessor, its successors and assignees, Owner, any Financing Party or any other Person
claiming by, through or on account of any of such parties will interfere with the quiet use,
possession and enjoyment of the Aircraft by Lessee. Lessor will procure that any Person
lawfully claiming through Lessor (including any relevant Financing Party) will give a
direct covenant to Lessee in similar terms to those set out in this Clause 7.1.

7.2. Reserved

7.3. Major Checks and Engine LLP Replacements Not Expected 2

Lessee and Lessor do not expect that any Major Checks or Engine LLP
Replacements shall become due during the Term. In the event that any such event
does become due, Lessee shall be obligated to perform such work or have it
performed. Lessee shall notify Lessor in advance of taking any action, and shall
not undertake to perform any such event or have it performed unless Lessee
receives Lessor’s prior written approval of the work, including, if applicable,
approval of the workscope and a proposed provider.

7.4. Registration and Filings

Lessor shall:

(a) at Lessee’s cost, take all actions reasonably requested by Lessee to

enable Lessee to perform its obligations under Section 8.10 regarding the
registration of the Aircraft with the Aviation Authority and shall maintain the
registration of the Aircraft with the Aviation Authority reflecting (so far as
permitted by Applicable Law) the interests of Owner, Lessor and Financing
Parties and not do or suffer to be done anything which might reasonably be

2 This is suggested language for a situation in which an event comes due that would normally require the repayment
of supplemental rent.
 expected to adversely affect that registration (for the avoidance of doubt Lessee
shall pay the Aviation Authority directly for all registration fees and Lessor shall
not be required to pay such fees and subsequently seek reimbursement from
Lessee); and

(b) at Lessor’s cost do all acts and things (including making any filing
or registration with the Aviation Authority or any other Government Entity) as
may be required following any change in the ownership of or security given in
respect of the Aircraft in accordance with Section 14.

7.5. Refund of Security Deposit

So long as no Default or Event of Default has occurred and is continuing, as soon

as practical after redelivery of the Aircraft to Lessor in accordance with and in the
condition required by this Agreement, provided no Default or Event of Default has
occurred and is continuing, Lessor shall pay to Lessee an amount equal to that portion of
the Security Deposit that has not been applied or retained as provided for in any
Operative Document, without interest. At Lessor’s option, Lessor may subtract from
such amount any amount then due and payable by Lessee under the Operative
Documents.

7.6. Reserved

7.7. Exclusion

UPON EXECUTION OF THE LEASE SUPPLEMENT BY LESSEE, THE

AIRCRAFT IS ACCEPTED BY LESSEE “AS IS, WHERE IS” AND LESSEE AGREES
AND ACKNOWLEDGES THAT LESSOR WILL HAVE NO LIABILITY IN
RELATION TO, AND LESSOR HAS NOT AND WILL NOT BE DEEMED TO HAVE
MADE OR GIVEN, ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, NOR WILL LESSOR HAVE ANY OBLIGATION, LIABILITY, RIGHT,
CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM LESSOR’S
NEGLIGENCE, ACTUAL OR IMPUTED WITH RESPECT TO THE AIRCRAFT,
INCLUDING:

(a) THEDESCRIPTION,AIRWORTHINESS,
MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, VALUE,
CONDITION, OR DESIGN, OF THE AIRCRAFT OR ANY PART OR AS TO
THE QUALITY OF THE MATERIAL OR WORKMANSHIP, THE ABSENCE
OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE;
OR

(b) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR

REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR ANY
 LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER
DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

7.8. Lessee’s Waiver

LESSEE HEREBY WAIVES, AS BETWEEN ITSELF AND LESSOR, ALL ITS

RIGHTS IN RESPECT OF ANY WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, ON THE PART OF LESSOR AND ALL CLAIMS AGAINST LESSOR
HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR
OUT OF THE CONDITION, OPERATION OR PERFORMANCE OF THE AIRCRAFT
OR THIS AGREEMENT.

7.9. Lessee’s Confirmation

LESSEE CONFIRMS THAT IT IS FULLY AWARE OF THE PROVISIONS OF

SECTIONS 7.7 AND 7.8 AND ACKNOWLEDGES THAT BASIC RENT AND ALL
OTHER AMOUNTS PAYABLE BY LESSEE UNDER THIS AGREEMENT HAVE
BEEN CALCULATED NOTWITHSTANDING ITS PROVISIONS.

7.10. Conclusive Proof

DELIVERY BY LESSEE TO LESSOR OF THE LEASE SUPPLEMENT WILL

BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE
HAS EXAMINED AND INVESTIGATED THE AIRCRAFT, THAT THE AIRCRAFT
AND THE AIRCRAFT DOCUMENTS ARE SATISFACTORY TO LESSEE, IN
COMPLIANCE WITH THE CONDITIONS SET FORTH IN SCHEDULE 2 AND
THAT LESSEE HAS IRREVOCABLY AND UNCONDITIONALLY ACCEPTED THE
AIRCRAFT FOR LEASE HEREUNDER WITHOUT ANY RESERVATIONS
WHATSOEVER (EXCEPT FOR ANY DISCREPANCIES WHICH MAY BE NOTED
IN ANNEX 1 TO THE LEASE SUPPLEMENT).

8. Lessee’s Covenants

8.1. Duration

The undertakings in Sections 8, 12 and Schedule 3 will:

(a) except as otherwise stated, be performed at the expense of Lessee;

and

(b) remain in force until redelivery of the Aircraft to Lessor in

accordance with this Agreement and thereafter to the extent of any accrued rights
of Lessor in relation to those undertakings.

8.2. Information
Lessee shall:

(a) furnish to Lessor:

(i) within ninety (90) days after the last day of the first
three fiscal quarters of each fiscal year of Lessee, unaudited quarterly financial
statements of Lessee prepared for such quarter prepared in accordance with GAAP
(Oman);

(ii) as soon as available but not in any event later than

one hundred eighty (180) days after the last day of each fiscal year of Lessee,
audited financial statements of Lessee prepared for such year, including a balance
sheet, statement of cash flows and profit and loss statements, prepared in
accordance with GAAP (Oman); and

(iii) on written request from time to time such other information

available to Lessee regarding Lessee and its business and affairs as Lessor may
reasonably request in the context of this Agreement and the other Operative
Documents to which Lessee is a party;

(b) on reasonable request, inform Lessor as to the current location of

the Airframe and Engines, the serial number and owner of any engine installed on
the Airframe and the serial number, registration mark and owner of any airframe
on which an Engine is installed;

(c) promptly furnish to Lessor all information that Lessor from time to
time reasonably requests regarding the Aircraft, any Engine or any Part and its use,
location and condition, including the hours available on the Aircraft and any
Engine until the next scheduled check, inspection, overhaul or shop visit, as the
case may be;

(d) provide to Lessor, within fifteen (15) days following the end of
each calendar month during the Term (or if earlier on the last day of the Term), a
monthly status report on the Aircraft in the form set out in Exhibit C;

(e) promptly notify Lessor of:

(i) any Total Loss, any Engine Loss, any theft of the Airframe
or any Engine, any damage to the Aircraft if the potential cost of repair may
reasonably be expected to exceed the Damage Notification Threshold or any
modification to the Aircraft if the potential cost may reasonably be expected to
exceed the Damage Notification Threshold;

(ii) any claim or other occurrence likely to give rise to a claim

under the Insurances (but, in the case of hull claims only, in excess of the
 Damage Notification Threshold) and details of any negotiations with the
insurance brokers over any such claim; and

(iii) any litigation or arbitration proceedings that are pending or,

to Lessee’s knowledge, threatened against Lessee which, if adversely determined,
would have a material adverse effect upon its ability to perform its financial
obligations under the Operative Documents to which Lessee is a party; and

(iv) as soon as Lessee obtains knowledge thereof, and in any

event within ten days after the occurrence thereof, of any Default or Event of
Default.

8.3. Operation of the Aircraft

Lessee shall:

(a) comply with all Applicable Law for the time being in force in any
country or jurisdiction in which the Aircraft is being operated which is applicable
to the use and operation of the Aircraft;

(b) not use the Aircraft in any manner contrary to any recommendation
with which Lessee is required to comply of the Aviation Authority or any
applicable Manufacturer, contrary to any rule or regulation of the Aviation
Authority;

(c) ensure that the crew and engineers employed by it in connection

with the operation and maintenance of the Aircraft have the qualifications and
hold the licenses required by the Aviation Authority;

(d) use the Aircraft solely in commercial or other operations for which
Lessee is duly authorized by the Aviation Authority and Applicable Law;

(e) not knowingly use the Aircraft (or use it when Lessee ought
reasonably to have known that it was being so used) for the carriage of:

(i) whole animals, living or dead, except in the cargo

compartments according to IATA regulations, and except domestic pet
animals carried in a suitable container to prevent the escape of any liquid
and to ensure the welfare of the animal;

(ii) acids, toxic chemicals, mercury, other corrosive materials,

explosives, nuclear fuels, nuclear wastes or any nuclear assemblies or components,
except as permitted for cargo aircraft under the “Restriction of Goods” schedule
issued by IATA from time to time and provided that
 all the requirements for packaging or otherwise contained therein are
fulfilled;

(iii) any other goods, materials or items of cargo which could

reasonably be expected to cause damage to the Aircraft and which would not be
adequately covered by the Insurances; or

(iv) any illegal item or substance;

(f) not utilize the Aircraft for purposes of training, qualifying or

reconfirming the status of cockpit personnel except for the benefit of Lessee’s
cockpit personnel, and then only if the use of the Aircraft for such purpose is not
disproportionate to the use for such purpose of other aircraft of the same type
operated by Lessee;

(g) obtain and maintain in full force all certificates, licenses, permits
and authorizations required for the use and operation of the Aircraft for the time
being, and for the making of payments required by, and the compliance by Lessee
with its other obligations under, this Agreement;

(h) not change the location of the Habitual Base of the Aircraft without
the prior written consent of Lessor; and

(i) not operate the Aircraft:

(i) to, from or in any country that is a Sanctioned Country; or

(ii) not use and operate the Aircraft or permit the use and
operation of the Aircraft for or at the direction of any Sanctioned Person; or

(iii) in a manner not covered by the Insurances or in an area

excluded from coverage by the Insurances.

8.4. Taxes and Other Charges

As between Lessor and Lessee and on the basis that this Section shall not apply to
any fees, expenses, charges or other costs or Taxes that are the subject of another specific
provision of the Operative Documents, Lessee shall be responsible for all fees, expenses,
charges and other costs related to the use, operation and maintenance of the Aircraft, and
shall promptly pay (unless otherwise permitted in accordance with the terms of this
Agreement):

(a) all license and registration fees, Taxes (other than Non-Indemnified
Taxes), Flight Charges and other amounts of any nature imposed by any
 Government Entity that are imposed on Lessee or for which Lessee is responsible
under the Operative Documents with respect to the Aircraft, including the
delivery, leasing, possession, use, operation or redelivery of the Aircraft;

(b) all rent, fees, charges, Taxes (other than Non-Indemnified Taxes)
imposed on Lessee and other amounts in respect of any premises where the
Aircraft or any Part thereof is located from time to time during the Term; and

(c) all sums due by Lessee to any relevant ATC/Airport Authority in

respect of the Aircraft operated by Lessee before such sums become overdue and
in default,

(d) all Taxes, charges and other amounts in accordance with the terms
of this Agreement (including the requirements of Section 5.13).

8.5. Subleasing

Lessee will not sublease or otherwise part with possession of the Aircraft, the
Engines or any Part without Lessor’s prior written consent, except that Lessee may part
with possession:

(a) with respect to the Aircraft, the Engines or any Part, to the relevant
manufacturers for testing or similar purposes, or to an Agreed Maintenance
Performer for service, repair, maintenance or overhaul work or for alterations,
modifications or additions to the extent required or permitted by this Agreement;

(b) with respect to an Engine or Part, as expressly permitted by this

Agreement;

(c) provided that no Event of Default shall have occurred and be

continuing, with respect to the Aircraft or an Engine, pursuant to a “wet” lease or
charter of the Aircraft in which operational control of the Aircraft remains with
Lessee at all times (each a “Wet Lease”), provided (i) the term of such Wet Lease
does not extend, nor is capable of being extended, beyond the Scheduled Expiry
Date, (ii) the Aircraft remains registered with the Aviation Authority, (iii) the
Aircraft shall be maintained, insured and otherwise operated in accordance with
the provisions of this Agreement, (iv) Lessee has given written notice to Lessor of
such Wet Lease at least two (2) days prior to the date on which it is proposed that
such Wet Lease begin, (v) prior to the start of the Wet Lease, Lessee delivers to
Lessor an original executed counterpart of the agreement documenting the Wet
Lease and (vi) the wet lessee under the Wet Lease will recognize the respective
rights, title and interest of Lessor and any Financing Party in the Aircraft and the
rights of the wet lessee under the Wet Lease will at all times be subject and
subordinate to this Agreement.
 8.6. Inspection

(a) Lessor and any Person designated by Lessor as its representative

shall have the right to inspect the Aircraft (including updated suite of records
status reports), any Engine or any Part no more than one (1) time per calendar
year (except when an Event of Default is continuing, in which case, such limit
shall not apply) so long as (a) Lessor has provided Lessee with reasonable written
notice of the date on which it desires to conduct such inspection, (b) Lessor’s
inspection is coordinated with Lessee and is conducted in a manner so as to not
unreasonably interfere with Lessee’s operation and maintenance of the Aircraft,
and (c) the inspection is conducted during normal business hours or at a time
mutually agreed upon by Lessee and Lessor. For such purpose Lessor’s
representative may, subject to any applicable Aviation Authority regulation, travel
on the flight deck as observer and shall not be restricted during such inspection,
provided such inspection is made at the time of any maintenance operation, from
inspecting any part of the Aircraft that has already been opened in the course of
such maintenance operation.

(b) Lessee shall have no responsibility for the costs and expenses of
Lessor or any other such Person in connection with any such visit, inspection or
survey unless there is an Event of Default continuing or the visit, inspection or
survey discloses that Lessee is in material breach of its maintenance obligations
under this Agreement, in which case such costs and expenses shall be paid by
Lessee within five (5) Business Days of written demand.

(c) Lessor shall have no duty to make any such visit, inspection or
survey.

8.7. Protection of Title

Lessee acknowledges that title to the Aircraft shall at all times be and remain
solely and exclusively vested in Owner and that the Operative Documents constitute for
all purposes, including tax purposes, an agreement by Lessor to lease the Aircraft to Lessee
and, accordingly, Lessee shall:

(a) not do or knowingly permit to be done or omit or knowingly

permit to be omitted to be done any act or thing which might reasonably be
expected to jeopardize the respective rights, title and interest of any Financing
Party as Security Trustee of the Aircraft and assignee of this Agreement, Owner,
as owner of the Aircraft or Lessor, as lessor of the Aircraft, or the validity,
enforceability or priority of any Financing Security Document or which would be
likely to expose Owner, Lessor or any Financing Party to any criminal liability;
 (b) on all occasions when the ownership of the Aircraft, any Engine or
any Part is relevant, make clear to third parties that title is held by Owner, the
Aircraft is leased to Lessee and is subject to any Financing Security Document;

(c) not at any time:

(i) represent or hold out Owner, Lessor or any Financing Party

as carrying goods or passengers on the Aircraft or as being in any way connected
or associated with any operation or carriage (whether for hire or reward or
gratuitously) which may be undertaken by Lessee; or

(ii) pledge the credit of Owner, Lessor or any Financing Party;

(d) ensure that there is always affixed, and not removed or in any way
obscured, a fireproof plate (having dimensions of not less than 6 in. x 4 in.) in the
cockpit in a reasonably prominent position stating:

“This Aircraft [registration mark] MSN (1427) is owned by

Viking Leasing 1427 Designated Activity Company with its
address at Fourth Floor, 3 George’s Dock, IFSC, Dublin 1
Ireland and leased to Oman Air SAOC and subject to a
security interest in favor of Westpac Banking Corporation,
Singapore Branch, as Security Trustee”;

(e) ensure that there is always affixed, and not removed or in any way
obscured, a fireproof plate (having dimensions of not less than 6 in. x 4 in.) in a
reasonably prominent position on each Engine stating:

“This Engine (ESN [42155/42231]) is owned by Viking

Leasing 1427 Designated Activity Company with its address
at Fourth Floor, 3 George’s Dock, IFSC, Dublin 1 Ireland
and leased to Oman Air SAOC and subject to a security
interest in favor of Westpac Banking Corporation, Singapore
Branch, as Security Trustee”;

(f) not create or permit to exist any Security Interest upon the Aircraft,
any Engine or any Part, except Permitted Liens and will promptly take, or cause
to be taken, such actions as may be necessary to discharge any such Security
Interest (other than Permitted Liens) that may at any time arise, exist or be levied
upon the Aircraft, any Engine or Part;

(g) not do or permit to be done anything which may reasonably be

expected to expose the Aircraft, any Engine or any Part to penalty, forfeiture,
impounding, detention, appropriation, damage or destruction and, without
prejudice to the foregoing, if any such penalty, forfeiture, impounding, detention,
 appropriation, damage or destruction occurs, give Lessor notice and use its best
efforts to procure the immediate release of the Aircraft, such Engine or such Part,
as the case may be;

(h) not abandon the Aircraft, any Engine or any Part;

(i) pay and discharge or cause to be paid and discharged when due
and payable or make adequate provision by way of security or otherwise for all
debts, damages, claims and liabilities which have given or might reasonably be
expected to give rise to a Security Interest (other than a Lessor Lien) over or
affecting the Aircraft, any Engine or any Part; and

(j) not attempt, or hold itself out as having any power, to sell, lease or
otherwise dispose of the Aircraft, any Engine or any Part other than as expressly
permitted by this Agreement.

8.8. General

Lessee will:

(a) not make any substantial change in the nature of the business in
which it is engaged if such change would have a material adverse effect on
Lessee’s performance of its financial obligations under the Operative Documents to
which it is a party; and

(b) preserve its corporate existence, and will not merge or consolidate
with any Person, or sell all or substantially all of its assets to any Person.

8.9. Records

Lessee shall procure that accurate, complete and current records of all flights
made by Lessee during the Term, and all maintenance, repairs, replacements, removals,
modifications, alterations and additions carried out on or made to, the Aircraft (including,
in relation to each Engine or Part subsequently installed, before its installation) during the
Term, are kept in English, and shall keep such records in such manner as the Aviation
Authority and EASA Part M, as applicable, may from time to time require. In addition,
all Airframe and Engine LLPs installed or replaced during the Term shall have
documentation substantiating Back-to-Birth Traceability to confirm current accumulated
Flight Hours and Cycles and any repairs performed on the Aircraft during the Term shall
have documentation substantiating the processes and all materials used in performing the
repairs and such documentation shall include material certification. The records will
form part of the Aircraft Documents.

8.10. Registration and Filings

 (a) Lessee shall, at its cost, maintain the registration of the Aircraft with
the Aviation Authority reflecting (so far as permitted by Applicable Law) the
interests of Owner, Lessor and Financing Parties and not do or suffer to be done
anything which might reasonably be expected to adversely affect that registration,
and take all actions reasonably requested by Lessor to enable Lessor to perform
its obligations under Section 7.4 regarding the registration of the Aircraft with the
Aviation Authority;

(b) Lessee shall, at its cost, do all acts and things (including making
any filing or registration with the Aviation Authority, the International Registry (in
accordance with Section 8.20) or any other relevant Government Entity) and
execute and deliver all documents (including any amendment of this Agreement)
as may be required by Lessor:

(i) following any change or proposed change in the ownership

or financing of the Aircraft or in the manner of securing the Owner’s or Lessor’s
obligations to the Financing Parties (provided that the cost of such actions shall be
for Lessor’s account, unless the change is a consequence of an Event of Default
which has occurred and is continuing, in which case, such costs shall be for
Lessee’s account);

(ii) following any modification of the Aircraft, any Engine or

any Part or the permanent replacement of any Engine or Part in accordance with
this Agreement, so as to ensure that the respective rights of Owner, Lessor and any
Financing Party under this Agreement apply with the same effect as before; or

(iii) to establish, maintain, preserve, perfect and protect the

rights of Lessor under this Agreement, of Owner, Lessor or any Financing Party
under any of the other Operative Documents and in and to the Aircraft (provided
that the cost of such actions for the Financing Parties shall be for Lessor’s account,
unless an Event of Default shall have occurred and be continuing, in which case,
such costs shall be for Lessee’s account);

(c) [intentionally blank];

(d) subject to Section 3.6, procure that the Aircraft is included in

Lessee’s air operator’s certificate (or any other similar document as may be
required by Applicable Law) and from time to time shall provide to Lessor a copy
of its air operator’s certificate upon written request of Lessor;

(e) prior to or promptly following termination, revocation or

cancellation (other than at Redelivery of the Aircraft) for whatever reason of the
Deregistration Power of Attorney or IDERA, Lessee shall provide Lessor with
replacement Deregistration Power of Attorney or IDERA, as applicable, in form
and substance satisfactory to Lessor.

8.11. Maintenance and Repair Lessee shall:

(a) keep the Aircraft airworthy in all respects and in good repair and
condition;

(b) incorporate the Aircraft into a Maintenance Program;

(c) maintain the Aircraft in accordance with all rules and regulations
of the Aviation Authority as are applicable to passenger aircraft of the same type
as the Aircraft, and maintain the Aircraft to as to comply at all times with the type
certificate specification and data sheets for the Aircraft;

(d) maintain the Aircraft in accordance with the Maintenance Program

through Agreed Maintenance Performers and perform (at the respective intervals
provided in the Maintenance Program) all applicable maintenance checks; and (i)
Lessor shall be entitled to have representatives present during the performance of
any checks, and (ii) if required by the Agreed Maintenance Performer, Lessee
shall give written authorization to the Agreed Maintenance Performer granting
Lessor and its representatives full access to the check and all documents and
correspondence generated during and as a result of such check;

(e) advise Lessor in writing of all changes to the Maintenance

Program, and shall not:

(i) change the intervals between Major Checks under the

Maintenance Program without the written consent of Lessor which consent not to
be unreasonably withheld or delayed; or

(ii) change the Maintenance Program in any other material

respect without the written consent of Lessor which consent not to be unreasonably
withheld or delayed,

in each case, unless recommended by the applicable Manufacturer or mandated by

the Aviation Authority;

(f) comply with all mandatory inspection and mandatory modification

requirements (to the extent that they are not solely relating to operation of the
Aircraft in European airspace), Airworthiness Directives, and similar
requirements applicable to the Aircraft, any Engine or Part having a compliance
date on or before the Expiry Date and that are required by EASA or the Aviation
Authority;
 (g) comply with all alert service bulletins and mandatory service
bulletins issued by any Manufacturer of the Aircraft, Engines or Parts (to the
extent that they are not solely relating to operation of the Aircraft in European
Airspace);

(h) comply with the regulations of the Aviation Authority;

(i) maintain in good standing a certificate of airworthiness for the

Aircraft in the appropriate category for the nature of the operations of the Aircraft
issued by the Aviation Authority except when the Aircraft is undergoing
maintenance, modification or repair required or permitted by this Agreement, and
from time to time Lessee shall provide to Lessor a copy on request;

(j) if required by the Aviation Authority, maintain a current

certification as to maintenance issued by or on behalf of the Aviation Authority in
respect of the Aircraft and shall from time to time provide to Lessor a copy on
request;

(k) 3[maintain the Engines and the APU in an “on condition” program

as set forth in the relevant Manufacturer’s maintenance manual];

(l) subject to Section 11.3, procure promptly the replacement of any

Engine or Part which has become time, cycle or calendar expired, lost, stolen,
seized, confiscated, destroyed, damaged beyond repair, unserviceable or
permanently rendered unfit for use, with an engine or part complying with the
conditions set out in Section 8.13(a);

(m) accomplish all repairs, modifications and alterations in accordance

with the SRM or, if the repair, modification or alteration is outside the scope of
the SRM, as recommended in writing by the applicable manufacturer and
approved by the Aviation Authority and shall incorporate into the Maintenance
Program any applicable Manufacturer instruction for continued airworthiness
following such repair, modification or alteration;

(n) provide Lessor with a written summary of all sampling programs

involving or affecting the Aircraft;

(o) ensure that overhauls are accomplished following the relevant

Manufacturer’s recommendation and using maintenance and quality control
procedures approved by the Aviation Authority, and that each Agreed
Maintenance Performer provides a complete record of all work performed during
the course of such overhaul was accomplished in accordance with Aviation
Authority and EASA and FAA requirements;

3 TBC whether the Engines and APU are on condition.

 (p) comply with the provisions of Section 11.4 in connection with any
accident or incident involving the Aircraft;

(q) during the full Term, cooperate with Lessor (both parties acting
reasonably and in good faith) to avoid, or otherwise minimize the cost of, Engine
Performance Restorations and Engine LLP Replacements (by using serviceable
used material when available, at Lessee’s sole discretion) or altering or waiving
the minimum Cycle requirements in Section 19 of Schedule 3 as part of Lessor’s
and Lessee’s efforts under this Section 18.11(q). Where such Engine Performance
Restoration is expected to occur during such period, Lessor and Lessee agree to
work together to review and agree the most economic management of the
Engines. This may include the provision by Lessor of a substitute engine to
Lessee, at Lessor’s sole discretion;

(r) notify Lessor not less than sixty (60) days prior to the scheduled
commencement thereof, Engine Performance Restoration, Engine LLP
Replacement, and any other Major Check to be performed on the Airframe;

(s) in respect of all unscheduled or emergency Engine maintenance,

notify Lessor as soon as possible of such maintenance and in any event no later
than five (5) Business Days after becoming aware that such maintenance is
necessary.

8.12. Removal of Engines and Parts

Lessee will ensure that no Engine or Part installed on the Aircraft is at any time
removed from the Aircraft other than:

(a) if replaced as expressly permitted by this Agreement; or

(b) if the removal is of an obsolete item and is in accordance with the

Maintenance Program; or

(c) pursuant to, and in accordance with, Section 8.15; or

(d) (i) during the course of maintaining, troubleshooting, servicing,

repairing, overhauling or testing that Engine or the Aircraft, as the case may be; or

(ii) as part of a normal engine or part rotation program; or

(iii) for the purpose of making such modifications to the Engine

or the Aircraft, as the case may be, as are permitted under this Agreement,
and then in each case only if it is reinstalled or replaced by an engine or part
complying with Section 8.13(a) as soon as practicable and in any event no later
than the Expiry Date.

8.13. Installation of Engines and Parts

(a) Lessee will ensure that, except as permitted by this Agreement, and
(in the case of an engine) subject to Section 8.13(d), no engine or part is installed
on the Aircraft unless:

(i) in the case of an engine, in accordance with Sections

8.13(b) or 8.13(c).

(ii) in the case of a part, it (1) is in as good operating condition,

(2) has no less hours available until the next scheduled checks,
inspections, overhauls and shop visits, is of the same or a more advanced
make and model, and is of the same interchangeable modification status as
the replaced Part, (3) has attached to it a current EASA Form 1 / FAA
Form 8130 dual release issued by the manufacturer or Approved
Maintenance Provider indicating that the part is new, serviceable or
overhauled (and Lessee shall retain all such tags), and (4) shall be
accompanied by documentation establishing Back-to-Birth Traceability for
all installed LLPs;

(iii) in the case of a part that is replacing a Part in an Engine,

Landing Gear or APU, the part is an OEM Part or an OEM licensed Part or a Part
that is detailed in the Airbus Illustrated Parts Catalogue and must not be a PMA
Part except that Lessee may use PMA Parts for non-critical or consumable parts
such as brackets, gaskets and seals but the use of stationary and high energy
rotating PMA Parts in the gaspath is not acceptable;

(iv) in the case of a part, it has become and remains the

property of Owner free from Security Interests and on installation on the Aircraft
will, without further act, be subject to this Agreement, in which case title to the
removed part shall automatically become vested in Lessee without further action or
warranty on the part of Owner or Lessor except that such Part shall be free of
Lessor Liens; and

(v) in each case, Lessee has full details as to its source and
maintenance records.

(b) If no Event of Default has occurred and is continuing, Lessee will

be entitled to install any engine or part on the Aircraft by way of replacement
notwithstanding Section 8.13(a), but (in the case of an engine) subject to
Sections 8.13(c) and 8.13(d), if:

(i) there is no engine or part available to Lessee at the time and

in the place that engine or part is required to be installed on the Aircraft a
replacement engine or part complying with the requirements of Section
8.13(a);

(ii) it would result in an unreasonable disruption of the

operation of the Aircraft or the business of Lessee to ground the Aircraft until an
engine or Part complying with Section 8.13(a) becomes available for installation on
the Aircraft; and

(iii) as soon as practicable after installation of the same on the

Aircraft but, in any event, no later than the Expiry Date,

Lessee removes any such engine or part and replaces it with the
Engine or Part replaced by it or by an engine or Part complying with
Section 8.13(a).

(c) If no Event of Default has occurred which is continuing, Lessee

will be entitled to install Third Party Engines on the Airframe by way of
replacement notwithstanding Section 8.13(a), so long as:

(i) the terms of any applicable lease, conditional sale

agreement or security agreement, as the case may be, covering such Third
Party Engine will not have the effect of prejudicing the title and interest of
Owner, Lessor or any Financing Party in and to the Aircraft (including its
Engines and Parts);

(ii) Lessee shall have delivered to Lessor evidence reasonably

satisfactory to Lessor of the matters set forth in clause (i) above, which may be by
Lessee providing a copy (certified as being true, correct and complete by Lessee)
of the applicable provisions of the applicable lease, conditional sale agreement or
security agreement; and

(iii) before the Expiry Date Lessee removes any such Third
Party Engine and replaces it with the Engine replaced by it complying with
Section 8.13(a).

(d) Lessor agrees, for the benefit of any mortgagee, conditional vendor
or holder of any other Security Interest in any Third Party Engine installed on the
Airframe that Lessor shall not claim any title to or interest in any such Third Party
Engine as the result of such Third Party Engine being installed on the Airframe;
provided, that the agreement by Lessor set forth in this Section 8.13(d) is subject
to Lessor’s rights to take possession of the Aircraft under Section 13.2(c)(i) and/or
to require Lessee to redeliver the Aircraft under Section 13.2(c)(ii) with such
Third Party Engine installed. Lessee shall have full authority at all relevant times
to comply with the provisions of this Section 8.13(d) in respect of any engine
installed by it on the Aircraft pursuant to Section 8.13(a) or 8.13(c).

8.14. Non-Installed Engines and Parts

(a) Lessee shall ensure that any Engine or Part that is not installed on
the Airframe (or any other airframe as permitted by this Agreement) is, except as
expressly permitted by this Agreement, maintained, properly and safely stored and
kept free from Security Interests (other than Permitted Liens), with insurance
thereon complying with the requirements of this Agreement.

(b) Lessee shall notify Lessor whenever an Engine is removed from the
Aircraft and, from time to time, upon request provide the documentation required
by Section 8.14(c).

(c) Notwithstanding Section 8.14(a), Lessee shall be permitted, if no

Event of Default has occurred and is continuing, to install any Engine on an
airframe:

(i) owned and operated by Lessee free from Security Interests,

other than Permitted Liens;

(ii) leased or hired to Lessee pursuant to a lease or conditional

sale agreement on a long-term basis and on terms whereby Lessee has full
operational control of that aircraft or engine; or

(iii) acquired or financed by Lessee and operated by Lessee on

terms that ownership of that aircraft or engine, as the case may be, pursuant to a
lease, conditional sale agreement or Security Interest is vested in or held by any
other Person;

provided that in the case of (ii) and (iii):

(1) the terms of any such lease, conditional sale

agreement or Security Interest will not have the effect of prejudicing the title and
interest of Owner or Lessor in and to that Engine or Part or the interest of any
Financing Party in respect thereof under any Financing Security Document; and

(2) either:
 (x) the lessor under such lease, the seller under
such conditional sale agreement or the secured party of such Security Interest, as
the case may be, has confirmed and acknowledged in writing (which confirmation
and acknowledgment may be contained in the lease, conditional sale agreement or
document creating the Security Interest covering that airframe or engine) to Lessor,
in form and substance reasonably satisfactory to Lessor, that it will recognize the
respective rights, title and interest of Owner, Lessor or any Financing Party to and
in that Engine or Part and that it will not seek to exercise any rights whatever in
relation thereto; or

(y) the lease, conditional sale agreement or

document creating the Security Interest covering that airframe or engine contains
provisions which are consistent with the maintenance at all times of the respective
rights title and interest of Owner, Lessor and any Financing Party in the removed
Engine while such Engine is installed on such aircraft and in particular do not state
or require that such Engine will become the property of the owner or lessor or of
any person holding a lien over that aircraft; and

(3) Lessee shall have delivered to Lessor evidence

reasonably satisfactory to Lessor of the matters set forth in clauses (1) and (2)
above, which may be by written confirmation, in form and substance reasonably
satisfactory to Lessor, from the applicable lessor, seller or secured party, or by
Lessee providing a copy (certified as being true, correct and complete by Lessee)
of the applicable provisions of the applicable lease, conditional sale agreement or
security agreement to the extent such disclosure is permitted by such documents.

8.15. Pooling of Engines and Parts

Lessee will not enter into nor permit any pooling agreement or arrangement in
respect of an Engine or Part without the prior written consent of Lessor except, so long as
no Event of Default has occurred which is continuing, for pooling agreements or
arrangements, with respect to Parts only, satisfying the following conditions:

(a) Lessee has entered into the pooling agreement or arrangement in

the ordinary course of its airline business;
 (b) the other parties to the pooling agreement or arrangement are
reputable, solvent commercial air carriers or the manufacturers or suppliers of the
Part (or other reputable, solvent organizations whose business includes the
administration of and participation in such pooling agreements or arrangements);

(c) the Part is leased, let on hire or otherwise made available by

Lessee on terms conferring no more than a contractual right in personam against
Lessee and not a right in rem against such Part; and

(d) the pooling agreement or arrangement either provides that Lessor

(or any Financing Party designated by Lessor) will be sole loss payee in respect of
any loss or damage to the Part, or provides for Owner to acquire title to a
substitute engine or part satisfying the conditions set out in Section 11.3(a) if the
Part is destroyed.

8.16. Equipment Changes

(a) Lessee will not make any Voluntary Equipment Change without
the prior written consent of Lessor.

(b) Lessor may review Lessee’s proposed designs, plans, engineering

drawings and diagrams, and flight and maintenance manual revisions for any
proposed Equipment Change. If requested by Lessor, Lessee will furnish Lessor
(at Lessee’s expense) with such documents in final form and any other documents
required by Applicable Law as a result of an Equipment Change. All Equipment
Changes made to the Aircraft will be properly documented in the Aircraft
Documents and be fully approved by the Aviation Authority.

(c) Lessee shall not make any Voluntary Equipment Change that has
the effect of diminishing or impairing the value, utility, condition or airworthiness
of the Aircraft.

(d) All permanent or structural Equipment Changes, all Mandatory

Equipment Changes and all Voluntary Equipment Changes will, upon installation,
become a part of the Aircraft and the property of Owner. If no Event of Default
has occurred and is continuing, Lessee shall be entitled to remove any Voluntary
Equipment Change on or prior to Redelivery provided such Voluntary Equipment
Change can be removed from the Aircraft without diminishing or impairing the
value, utility, condition or airworthiness of the Aircraft. Lessor may also advise
Lessee in writing at the time of giving its consent under Section 8.16(a), or if
Lessee has specifically requested Lessor to provide its determination in respect of
the relevant Voluntary Equipment Change, whether or not such Voluntary
Equipment Change will be required to be removed before Redelivery. If any such
Voluntary Equipment Change is to be removed on or prior to Redelivery in
accordance with this Section 8.16(d), the Aircraft will be restored to its condition
(in respect of that Equipment Change only) prior to that Voluntary Equipment
Change, and upon such removal and restoration will become the property of
Lessee. Notwithstanding the foregoing, Lessee may not remove a Voluntary
Equipment Change without Lessor’s consent during the continuation of an Event
of Default.

8.17. Title to Engines and Parts

(a) Any Engine at any time removed from the Aircraft will remain the
property of Owner until a replacement has been made in accordance with this
Agreement and title to that replacement has passed, according to Applicable
Laws, to Owner in accordance with this Agreement free of all Security Interests
(other than Lessor Liens), whereupon title to the removed Engine will, provided
no Event of Default has occurred and is continuing, pass to Lessee free of Lessor
Liens. At any time when requested by Lessor (acting reasonably), Lessee will
provide evidence to Lessor’s reasonable satisfaction (including the provision, if
required, to Lessor of a legal opinion with respect to title to the Engine) that title
has so passed to Owner.

(b) Title to all Parts installed on the Aircraft, whether by way of

replacement, as the result of an Equipment Change or otherwise (except those
installed pursuant to Section 8.15) will on installation, without further act, vest in
Owner subject to this Agreement free and clear of all Security Interests. Lessee
will at its own expense take all such steps and execute, and procure the execution
of, all such instruments that are necessary to ensure that title so passes to Owner
and is subject to the Security Interests created by the Financing Security
Documents, if applicable, according to all Applicable Laws. At any time when
requested by Lessor (acting reasonably), Lessee will provide evidence to Lessor’s
reasonable satisfaction (including the provision, if required, to Lessor of a legal
opinion with respect to title to that Part) that title has so passed to Owner and is
subject to the Security Interests created by the Financing Security Documents, if
applicable.

(c) Except as referred to in Section 8.17(b), any Part at any time

removed from the Aircraft will remain the property of Owner until a replacement
has been made in accordance with this Agreement and until title to that
replacement has passed, according to Section 8.17(b) and Applicable Laws, to
Owner subject to this Agreement free of all Security Interests, whereupon title to
the removed Part will, provided no Default has occurred and is continuing, pass to
Lessee free of Lessor Liens.
 8.18. Third Parties

Lessee shall use its reasonable commercial efforts to procure that no Person
having possession of the Aircraft during the Term will act in any manner inconsistent
with Lessee’s obligations under this Agreement, and that all such Persons shall comply
with those obligations as if references to “Lessee” included a separate reference to those
Persons. Subject to Lessee’s confidentiality obligations, to the extent Lessor has not
attended the relevant maintenance pursuant to Section 8.11(d), Lessee shall authorize the
release by such Persons to Lessor of all details pertaining to the maintenance and Lessee
shall, upon Lessor’s request, provide Lessor with letters to all such Persons allowing the
disclosure to Lessor of all matters relating to the Aircraft.

8.19. Non-Discrimination

(a) Lessee shall not discriminate against the Aircraft in its use,
maintenance or operation of the Aircraft compared to similar aircraft owned or
operated by Lessee, and Lessee shall service, repair, maintain and overhaul the
Aircraft so as to keep the Aircraft maintained in the same manner and with the
same care as used by Lessee with similar aircraft owned or operated by Lessee.

(b) Subject to a Wet Lease complying with the terms hereof, Lessee
shall continue to use the Aircraft in its regular commercial passenger operations
until Redelivery.

(c) Lessee further agrees that normal progressive maintenance will

continue to be performed on the Aircraft throughout the Term, and no unusual
maintenance procedures or cessation of maintenance shall occur during the one
year period prior to the Expiry Date.

8.20. Cape Town Convention

(a) In this Agreement, the Convention and the Protocol shall be read
and interpreted together as a single instrument as required by Article 6(1) of the
Convention. In this Clause 8.10 the following expressions have the respective
meanings given to them in Article I of the Protocol:

aircraft engines; aircraft object; airframe; assignment; associated rights; buyer;

contract of sale; creditor; international interest; leasing agreement; prospective
international interest; prospective sale; registry authority; sale; security agreement;
seller; title reservation agreement; State of registry.

(b) Lessor and Lessee agree that:

 (i) the Aircraft shall be registered with the Aviation Authority
in Oman and a certificate of registration will be issued by the Aviation Authority;

(ii) the Airframe is an airframe and, accordingly, an aircraft

object to which this Agreement relates for the purposes of the Cape Town
Convention and is an Airbus A330 aircraft with manufacturer’s serial number 1427
and the Engines are aircraft engines and, accordingly, aircraft objects for the
purposes of the Cape Town Convention and are Rolls Royce Trent 772B-60
engines with Engine Manufacturer’s serial numbers 42155 and 42231;

(iii) the international interest of Lessor, as a creditor, in the

Airframe and each of the Engines, being the lessor under a leasing agreement of
aircraft objects shall be registered on the Delivery Date (or any other date as
mutually agreed between Lessee and Lessor) with the consent of Lessor and
Lessee, as an international interest under the Cape Town Convention and Lessee
shall maintain such registrations at all times throughout the Term;

(iv) the events which are referred to in Clause 13 as Events of

Default are events that constitute a default or otherwise give rise to the rights and
remedies specified in Articles 12 to 15 and 20 of the Consolidated Text; and

(v) Lessor shall have the remedies referred to in Articles 15(1)

and 20(1) of the Consolidated Text;

8.21. Special Provision For Air Inlet Cowl no. 2 (SN 2182)

(a) The Aircraft’s Engine air-inlet cowl no. 2 (MSN 2182) (but not the
other air-inlet cowl) is subject to an airworthiness directive (as a result of a
finding on IT 7007 10003) that requires an inspection approximately 2,800 flight
cycles after Delivery (expected to be beyond the end of the Term). The other air
inlet Cowl is not subject to such airworthiness directive because such air inlet cowl
has had a specific modification.

(b) During the Term, Lessee shall order the airworthiness directive
repair kit for air-inlet cowl no. 2 from the Manufacturer for delivery to Lessee
during the Term. Following delivery of the repair kit by the Manufacturer to
Lessee, Lessor shall reimburse Lessee the price of the kit paid by Lessee to the
Manufacturer following presentation by Lessee to Lessor of the Manufacturer’s
invoice together with evidence of payment by Lessee to the Manufacturer. Upon
such reimbursement, the repair kit shall be the property of Lessor. At Redelivery,
Lessee shall deliver the repair kit to Lessor loaded in the cargo hold of the
Aircraft. However, with Lessor’s prior consent, Lessee may install the repair kit on
the Aircraft during the Term, if air-inlet cowl no. 2 becomes unserviceable because
of the condition that led to the issuance airworthiness directive. Following
presentation by Lessee to Lessor of evidence of such installation and an invoice,
Lessor shall reimburse Lessee the reasonable labor cost incurred by Lessee to
install such repair kit.

8.22. Unserviceable Engine

(a) If, during the Term, an Engine becomes Unserviceable (as defined
below), Lessee shall promptly notify Lessor, and shall provide Lessor, together
with such notice, information in reasonable detail concerning the Unserviceable
condition. With respect to any such Unserviceable Engine, Lessor shall have the
right to perform a full video borescope inspection at Lessee’s cost. Lessor shall
notify Lessee as soon as reasonably practicable whether or not the Unserviceable
condition was primarily caused by a Lessee Risk Event (as defined below),
following which either:

(i) If Lessor notified Lessee that the Unserviceable condition

was not primarily caused by a Lessee Risk Event, Lessee shall redeliver the
Engine to Lessor forthwith in the Unserviceable condition, with all maintenance
and repair on the Engine required under the terms of the Lease before the
occurrence of the Unserviceability event having been timely performed, with all
required Aircraft Documents for such Engine. The leasing of the Engine shall be
deemed to be terminated upon redelivery of the Engine to Lessor and execution by
Lessor of a Redelivery Certificate covering such Engine only, and no further
Rent shall be payable by Lessee in respect of the Engine for the period following
such redelivery provided that the Engine is redelivered to Lessor as soon as
possible after receipt by Lessee of notice from Lessor that the Unserviceable
condition was not caused by a Lessee Risk Event.

(ii) If Lessor notifies Lessee that the Unserviceability was

primarily caused by a Lessee Risk Event, Lessee shall either:

(1) correct such condition at Lessee’s expense, or

(2) redeliver the Engine at the Redelivery Location in

such condition and pay Lessor the Unserviceability Compensation. The leasing of
the Engine in circumstances of a Lessee Risk Event shall be deemed to be
terminated upon the redelivery of the unrepaired Engine at the Redelivery
Location by Lessee whereupon the Redelivery Certificate shall be duly
executed and
 delivered to Lessee and no further Basic Rent or Supplemental
Rent shall be payable by Lessee for such Engine for the period
following such redelivery. Lessee shall subsequently promptly (and
in any event before the end of the Term) pay Lessor the
Unserviceability Compensation.

“Unserviceable” and “Unserviceability” means a condition that renders

the Engine (or any module thereof) either:

(i) ineligible to receive an EASA or PACA-DGCAR (Oman)

as applicable Form One tag,

(ii) in need of off-wing repair, or

(iii) beyond serviceable limits.

“Lessee Risk Event” means either:

(i) foreign object ingestion,

(ii) an accident (as defined by ICAO Annex 13),

(iii) an act or omission of Lessee or its employees or agents that

constitutes negligence, gross negligence or willful misconduct, or

(iv) any failure to perform (whether or not intentional) in

accordance with PACA-DGCAR (Oman) or PACA-DGCAR and EASA,
as and when applicable, approved documentation or Manufacturer
recommendations (including storage, handling, shipment, inspection,
installation, line maintenance, testing and flight operations).

“Unserviceability Compensation” means as of any date of determination

a payment equal to the cost determined by the Lessor of correcting the
Unserviceable condition; provided however, that if the Engine is beyond
economic repair then the Unserviceability Compensation shall be equal to:

(i) the Agreed Value for the applicable Engine as set forth in
Schedule 5;

(ii) minus (ii) the pro rata portion, as set forth in Schedule 5,
for the applicable Engine of the aggregate Basic Rent paid by Lessee to Lessor
during the Term on or before such date.

9. Insurance

9.1. Insurances
 Lessee will maintain in full force and effect during the Term insurances in respect
of the Aircraft in form and substance reasonably satisfactory to Lessor (the
“Insurances”) through such brokers and with such insurers and having such deductibles
and being subject to such exclusions as are usual and customary in the London or New
York or other leading international aviation insurance marketplace for air carriers
operating similar equipment in similar operations and who are similarly situated with
Lessee. The Insurances will be effected either:

(a) on a direct basis with insurers of recognized standing who

normally participate in aviation insurances in the leading international insurance
markets and led by reputable underwriters who normally participate in aviation
insurances, or

(b) with a single insurer or group of insurers who do not retain the
risk, but effect substantial reinsurance in the leading international insurance
markets and through reinsurance brokers of recognized standing who normally
participate in aviation insurances for a percentage not less than 100% of the risks
insured.

9.2. Requirements

Lessor’s current requirements as to Insurances are as specified in this Section 9

and in Schedule 4. Except for the amount of the Agreed Value, the Minimum Liability
Coverage and the deductible under Lessee’s hull insurance policies, Lessor may from
time to time stipulate such other requirements for the Insurances as Lessor reasonably
considers necessary to ensure that the scope and level of cover is maintained in
accordance with the then prevailing industry practice in relation to aircraft of the same type
as the Aircraft and in relation to operators operating similar equipment in similar
operations and who are similarly situated with Lessee. In the event that it proposes any
such stipulation, Lessor shall notify Lessee accordingly and Lessor and/or its brokers will
then consult in good faith with Lessee and Lessee’s brokers with regard to such proposed
stipulation for a period of no more than fourteen (14) days. Following the consultation, if
Lessor is satisfied that the stipulation should be made, Lessee shall then comply with the
stipulated requirements.

9.3. Insurance Covenants

Lessee shall:

(a) ensure that all legal requirements as to insurance of the Aircraft,

any Engine or any Part that may from time to time be imposed by the laws of the
State of Registration or any jurisdiction to, from or over which the Aircraft may
be flown, in so far as they affect or concern the operation of the Aircraft, are
complied with and, in particular, those requirements compliance with which is
necessary to ensure that:

(i) the Aircraft does not become subject to detention or

forfeiture;

(ii) the Insurances remain valid and in full force and effect; and

(iii) the interests of the Indemnitees in the Insurances and the

Aircraft or any Part are not thereby prejudiced;

(b) not use, cause or permit the Aircraft, any Engine or any Part to be
used for any purpose or in any manner not covered by the Insurances or outside
any geographical limit imposed by the Insurances;

(c) comply with the terms and conditions of each policy of the
Insurances and not do, consent or agree to any act or omission that:

(i) invalidates or may reasonably be expected to invalidate the

Insurances;

(ii) renders or may reasonably be expected to render void or

voidable the whole or any part of any of the Insurances; or

(iii) brings any particular liability within the scope of an

exclusion or exception to the Insurances;

(d) not take out without the prior written approval of Lessor any
insurance in respect of the Aircraft other than those of the type required under this
Agreement unless relating solely to hull total loss, business interruption, engine
break-down, profit commission and deductible risk;

(e) provide to Lessor a certificate of insurance (and where applicable,

a certificate of reinsurance) complying with the conditions of the AVN67B
endorsement and a broker’s letter of undertaking;

(f) on request, provide to Lessor evidence that the Insurance

premiums have been paid;

(g) not make any modification or alteration to the Insurances material

and adverse to the interests of any of the Indemnitees;

(h) be responsible for any deductible under the Insurances; and

(i) provide any other insurance related information, or assistance, in

respect of the Insurances as Lessor may reasonably request.
 9.4. Renewal of Insurances

Lessee shall commence renewal procedures at least thirty (30) days prior to the
expiration of any of the Insurances and provide to Lessor:

(a) if requested by Lessor, a written status report of renewal

negotiations fourteen (14) days prior to each expiration date;

(b) confirmation of completion of renewal prior to each expiration

date; and

(c) a certificate of insurance (and where applicable certificate of

reinsurance) and broker’s letter of undertaking substantially in the form delivered
to Lessor on the Delivery Date or if different such other form as is commonly
provided in the leading international aviation insurance market, detailing the
coverage and confirming the insurers’ agreement to the specified insurance
requirements of this Agreement within seven (7) days after each renewal date.

9.5. Failure to Insure

If Lessee fails to maintain the Insurances in compliance with this Agreement:

(a) Lessee shall immediately ground the Aircraft and shall keep it
grounded until such time as the Insurances shall again be in full force and effect;

(b) Lessee shall immediately notify Lessor of the non-compliance of

the Insurances with the requirements of this Agreement, and Lessee shall provide
Lessor with full details of all steps that Lessee is taking or proposes to take in
order to remedy such non-compliance;

(c) Each of the Indemnitees will be entitled but not obligated (without
prejudice to any other rights of Lessor under this Agreement):

(i) to pay the premiums due or to effect and maintain

insurances satisfactory to it or otherwise remedy Lessee’s failure in such manner
(including to effect and maintain an “owner’s interest” policy) as it considers
appropriate, and any sums so expended by it will become immediately due and
payable by Lessee to Lessor on demand (such demand being made as soon as
reasonably practicable following the incurring of such expenditure), together with
interest thereon at the Overdue Rate from the date of expenditure by it up to the
date of reimbursement by Lessee (before and after any judgment); and
 (ii) at any time while such failure is continuing to require the
Aircraft to remain at any airport or to proceed to and remain at any airport
designated by it until the failure is remedied to its reasonable satisfaction.

9.6. Continuing Insurance for Indemnity

(a) Lessee shall effect and maintain insurance after a Transfer or the
Expiry Date with respect to its liability under the indemnities in Section 10 for
two years, or until the next scheduled C-Check (or its equivalent), whichever is
earlier, providing for each Indemnitee to be named as an additional insured
pursuant to the provisions, where applicable, of the airline finance/lease contract
Endorsement AVN99.

(b) Lessee’s obligation under this Section 9.6 shall not be affected by
Lessee ceasing to be lessee of the Aircraft or any of the Indemnitees ceasing to
have any interest in respect of the Aircraft, and upon a Transfer pursuant to
Section 14.2, Lessee shall provide for each such Indemnitee to be named as an
additional insured pursuant to the provisions, where applicable, of the airline
finance/lease contract Endorsement AVN99 for two years, or until the next
scheduled C-Check (or its equivalent), whichever is earlier.

9.7. Application of Insurance Proceeds

As between Lessor and Lessee, and except to the extent otherwise required
pursuant to the provisions of the airline finance/lease contract Endorsements AVN67B
and AVN67B (Hull War) adopted by the Lloyd’s Aviation Underwriter’s Association (or
any successor endorsements), if applicable:

(a) All insurance payments, up to the Agreed Value, received as the

result of a Total Loss occurring during the Term will be paid to Lessor (unless or
until Lessor notifies Lessee that said payments should be made to a specified
Financing Party).

(b) All insurance proceeds in respect of any damage or loss to the

Aircraft, any Engine or any Part occurring during the Term not constituting a
Total Loss and involving insurance proceeds in excess of the Damage Notification
Threshold will be paid to Lessor (unless or until Lessor notifies Lessee that said
payments should be made to a specified Financing Party) such payment to be
applied in payment to the Agreed Maintenance Performer or to reimburse Lessee
(at Lessee’s direction) for repairs or replacement property upon Lessor being
reasonably satisfied that the repairs or replacement have been or will be effected
in accordance with this Agreement. Insurance proceeds in amounts less than the
Damage Notification Threshold may be paid by the insurer directly to Lessee.
Any balance remaining shall be paid to or may be retained by Lessee.
 (c) All insurance proceeds in respect of third party liability will be
paid to the relevant third party.

(d) Notwithstanding Sections 9.7(a) and (b), if at the time of the

payment of any such insurance proceeds a Material Default or an Event of Default
has occurred and is continuing, all such proceeds will be paid to or retained by
Lessor (unless or until Lessor notifies Lessee that said payments should be made
to a Financing Party) to be applied toward payment of any amounts that may be or
become payable by Lessee in such order as Lessor sees fit or as Lessor may elect.
In the event that Lessee remedies any such Material Default or Event of Default to
the reasonable satisfaction of Lessor or Lessor waives any such Material Default
or Event of Default, then Lessor shall procure that all such insurance proceeds
then held by Lessor or any Financing Party, as the case may be, in excess of the
amounts (if any) applied by Lessor or any Financing Party, as the case may be, in
accordance with this Section 9.7(d) shall be paid promptly to Lessee.

9.8. Form LSW555D Exclusions

In this Section 9.8, the term “Uninsured Risks” shall mean the matters set out in
the exclusions to form LSW555D (or a ny successor provision approved by Lessor) for
chemical or biological weapons, so called “dirty bombs” and electromagnetic pulse
weapons. Lessee undertakes that if cover in respect of the Uninsured Risks is, or
becomes, available in the London, New York or other leading international aviation
insurance markets at commercially reasonable rates (having reference to the extent to
which such cover is commonly taken by air carriers operating similar equipment in
similar operations and who are similarly situated with Lessee) it shall, if reasonably
requested by Lessor, obtain and maintain, or cause to be obtained and maintained,
insurance cover for the Uninsured Risks to the extent available and customarily obtained
and maintained by air carriers operating similar equipment in similar operations and who
are similarly situated with Lessee in such markets.

10. Indemnity

10.1. General

(a) Lessee shall defend, indemnify and hold harmless each of the
Indemnitees for, from and against any and all claims, proceedings, losses,
liabilities, suits, judgments, costs, expenses, penalties or fines (each a “Claim”)
regardless of when the same is made or incurred, whether during or after the
Term:

(i) that may at any time be suffered or incurred directly or

indirectly as a result of or connected with possession, repossession, delivery,
performance, management, registration, deregistration, control,
 maintenance, condition, service, repair, overhaul, leasing, subleasing by
Lessee, use, operation or redelivery of the Aircraft, any Engine or Part
(either in the air or on the ground) whether or not the Claim may be
attributable to any defect in the Aircraft, any Engine or any Part or to its
design, testing, use or otherwise, and regardless of when the same arises
(whether during or after termination of the leasing of the Aircraft under
this Agreement) or whether it arises out of or is attributable to any act or
omission, negligent or otherwise, of any Indemnitee;

(ii) that arise out of any act or omission that invalidates or that
renders voidable any of the Insurances; or

(iii) that may at any time be suffered or incurred as a

consequence of any design, article or material in the Aircraft, any Engine or any
Part or its operation or use constituting an infringement of patent, copyright,
trademark, design or other proprietary right or a breach of any obligation of
confidentiality owed to any Person.

(b) Notwithstanding the provisions of Section 10.1(a), Lessee shall not

have to indemnify any Indemnitee for any Claim to the extent that:

(i) it arises as a result of the wilful misconduct or gross

negligence of any Indemnitee;

(ii) it arises directly as a result of a breach by an Indemnitee of

its express obligations under this Agreement or any other Operative Document and
including any breach of a quiet enjoyment covenant or as a result of a
representation or warranty given by Lessor in this Agreement not being true and
correct at the date when, or when deemed to have been, given or made;

(iii) it represents a Tax or loss of Tax benefits (Lessee’s

liabilities for which, including exclusions, are set out in Sections 5.7, 5.8,
5.9 and 5.11) or any Claim for currency indemnification (Lessee’s liability
for which is set out in Clause 16.4);

(iv) it constitutes a cost or expense that is required to be borne

by such Indemnitee in accordance with another provision of this Agreement or any
other Operative Document;

(v) it is attributable to an event occurring before Delivery or

after the Term unless the Claim results from or arises out of an act or omission by
Lessee, or any circumstance existing, during the Term; or
 (vi) it is actually reimbursed to any Indemnitee pursuant to any
other provision of the Operative Documents.

10.2. Duration

The indemnities contained in this Agreement will survive and continue in full
force after the Expiry Date.

11. Events of Loss

11.1. Total Loss Before Delivery

If a Total Loss occurs before Delivery, this Agreement will immediately terminate
and neither party will have any further obligation or liability under this Agreement except
as expressly stated herein, including pursuant to Section 7.5.

11.2. Total Loss After Delivery

(a) If a Total Loss occurs after Delivery, Lessee will pay the Agreed
Value to Lessor (or any Financing Party designated by Lessor) on the earlier of:

(i) three (3) Business Days following the date of receipt by

Lessee of the insurance proceeds payable as a result of the Total Loss, and

(ii) the 90th day after the Total Loss Date (the “Settlement
Date”),

in either case unless the Aircraft is restored to Lessor or Lessee within that period
(or, in the case of a Total Loss coming within paragraph (c) of the definition of
Total Loss and involving the loss of Owner’s title to the Aircraft, if both the
Aircraft and Owner’s title thereto are restored to Owner or, in the case of the
Aircraft, to Lessee).

(b) The receipt by Lessor or any Financing Party (on behalf of Lessor)
of the insurance proceeds in respect of the Total Loss on or prior to the Settlement
Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor
pursuant to this Section 11.2, provided such proceeds are not less than the Agreed
Value. In the event that the insurance proceeds are paid initially to Lessee and not
to Lessor or any Financing Party designated by Lessor, they may be retained by
Lessee if Lessee shall have paid the Agreed Value to Lessor or any Financing
Party (on behalf of Lessor); otherwise Lessee shall pay the Agreed Value to
Lessor or any Financing Party (on behalf of Lessor) not later than three (3)
Business Days following receipt by Lessee of such proceeds. In the event that
Lessee pays the Agreed Value to Lessor or any Financing Party (on behalf of
Lessor) in accordance with this Section 11.2 and provided no Event of Default is
continuing, Lessor shall promptly assign to Lessee its rights and procure the
reassignment of any rights of any Financing Party in each case under or in
connection with the Insurances to receive the insurance proceeds in respect of the
Total Loss to the extent that such proceeds shall not have been paid to Lessee.

(c) Subject to the rights of any insurers or other third parties, upon
irrevocable payment in full to Lessor or any Financing Party (on behalf of Lessor)
of the Agreed Value and all other amounts that may be or become payable to
Lessor under the Operative Documents to which Lessee is a party, Lessor shall
without recourse or warranty (except as to the absence of Lessor Liens), and
without further act, be deemed to have transferred to Lessee all of Owner’s rights
to any Engines or Parts not installed when the Total Loss occurred, all on an “as-is
where is” basis, and shall, at Lessee’s expense, execute and deliver such bills of
sale and other documents and instruments as Lessee may reasonably request to
evidence the transfer and the vesting of Owner’s rights in such Engines and Parts in
Lessee, free and clear of all rights of Owner and any Lessor Liens.

11.3. Engine Loss

(a) Upon the occurrence of an Engine Loss in circumstances in which

there has not also occurred a Total Loss (including, for the avoidance of doubt, at
a time when the Engine is not installed on the Airframe), Lessee shall give Lessor
written notice promptly upon becoming aware of the same and shall, within
ninety (90) days after the Engine Loss Date, convey or cause to be conveyed to
Owner, as replacement for such Engine, title to a replacement engine that is in the
same or better operating condition and remaining useful life (including with
respect to Hours and Cycles accumulated since the last Engine Performance
Restoration and on life limited parts), and has the same or greater value and
utility, as the lost Engine (assuming the lost Engine was, immediately before the
Engine Loss, in the condition required by this Agreement) and that complies with
the conditions set out in Section 8.13(a).

(b) Lessee will at its own expense take all such steps and execute, and
procure the execution of, a full warranty bill of sale covering such replacement
engine, a supplement to this Agreement adding such replacement engine to the
Aircraft and all such other agreements and instruments that are necessary to
ensure that title to such Engine passes to Owner and such replacement engine
becomes an “Engine”, all according to Applicable Laws. At any time when
requested by Lessor, Lessee will provide evidence to Lessor’s satisfaction
(including the provision, if required, to Lessor of one of more legal opinions) that
title has so passed to Owner (including providing back-to-birth bills of sale).

(c) Upon compliance with the foregoing title transfer provisions, the
leasing of the replaced Engine that suffered the Engine Loss shall cease and title
 to such replaced Engine shall (subject to any salvage rights of insurers) vest in
Lessee free of Lessor Liens. If Lessor or any Financing Party subsequently
receives any insurance proceeds relating to such Engine Loss, Lessor shall
promptly remit such proceeds, or cause such proceeds to be remitted, to Lessee.

(d) No Engine Loss with respect to any Engine that is replaced in

accordance with the provisions of this Section 11.3 shall result in any decrease in
Basic Rent or the Agreed Value.

11.4. Damage or Incident Not Constituting a Total Loss

Following the occurrence of any damage to the Aircraft, any Engine or any Part
that does not constitute a Total Loss or an Engine Loss and where the potential cost of
repair may reasonably be expected to exceed the Damage Notification Threshold, Lessee
shall take the following actions:

(a) Lessee shall consult with Lessor with respect to the

accomplishment of repairs;

(b) Lessee shall share the repair workscope or shall share the
Manufacturer approval with the Lessor in connection with any such repairs.

11.5. Requisition

During any requisition for use or hire of the Aircraft, any Engine or Part that does
not constitute a Total Loss:

(a) the Basic Rent and Additional Rent payable under this Agreement
will not be suspended or abated either in whole or in part, and Lessee will not be
released from any of its other obligations under this Agreement (other than
operational obligations with which Lessee is unable to comply solely by virtue of
the requisition);

(b) so long as no Event of Default has occurred and is continuing,

Lessee will be entitled to any compensation payable by the requisitioning authority
in respect of the Term;

(c) if the Aircraft is under requisition for use or hire at the end of the
Term, Lessee will, as soon as practicable after the end of any such requisition
(with the Term being extended if and to the extent that the period of requisition
continues beyond the Scheduled Expiry Date), cause the Aircraft to be put into the
Redelivery Condition required by this Agreement; and

(d) Lessor will be entitled to all compensation payable by the

requisitioning authority in respect of any change in the structure, state or
 condition of the Aircraft arising during the period of requisition, and Lessor will
apply such compensation in reimbursing Lessee for the cost of complying with its
obligations under this Agreement in respect of any such change; provided, that, if
any Material Default or Event of Default has occurred and is continuing, Lessor
may apply the compensation in or towards settlement of any amounts owing by
Lessee under this Agreement.

12. Redelivery of
Aircraft
(a) On the Expiry Date or earlier termination of the leasing of the
Aircraft (or Engine under the terms of Section 8.22) under this Agreement, Lessee
shall, unless a Total Loss has occurred and except as provided in Section 8.22, at
its expense, return and redeliver the Aircraft to Lessor at the Redelivery Location,
in Redelivery Condition, in accordance with the procedures and in the condition
described in Schedule 3 free and clear of all Security Interests including Permitted
Liens (other than Lessor Liens).

(b) If Lessee fails to redeliver the Aircraft to Lessor on the Expiry

Date in the Redelivery Condition pursuant to the terms of this Agreement, then
any or all of the following will occur:

(i) the Term will continue and Lessee’s obligations under this
Agreement will continue in full force and during such continued use, Basic Rent
shall continue to be paid by Lessee to Lessor on demand made by Lessor from time
to time at the rate of one hundred fifty percent (150%) of the monthly Basic Rent
for each day until the Aircraft is actually delivered to Lessor in the required
condition, and all other terms and conditions of the Lease shall remain in full force
and effect;

(ii) Lessor may elect, in its sole and absolute discretion, to

accept the redelivery of the Aircraft prior to the Aircraft being put in the
Redelivery Condition and thereafter have any such non-conformance with the
Redelivery corrected at such time as Lessor may deem appropriate (but within
ninety (90) days following the redelivery of the Aircraft) and at commercial rates
then charged by the Person selected as an Agreed Maintenance Provider by Lessor
to perform such correction. Any direct expenses incurred by Lessor for such
correction will be payable by Lessee within thirty (30) days following the
submission of a written statement by Lessor to Lessee, identifying the items
corrected, setting forth the expense of such corrections and attaching an itemized
invoice of such costs. Lessee’s obligation to pay such amounts will survive the
Expiry Date.

(c) At Lessor’s option, Lessee shall, following redelivery of the

Aircraft in compliance with the terms hereof, ferry the Aircraft, at Lessor’s cost
 for fuel, crew and insurance costs incurred by Lessee (and otherwise at Lessee’s
risk and expense), to a location selected by Lessor.

13. Events of Default

13.1. Events of Default

Each of the following events will constitute an Event of Default and a repudiation
of this Agreement by Lessee:

(a) Non-payment: Lessee (i) fails to make any payment of Basic Rent
or Supplemental Rent within three (3) Business Days of the due date, (ii) fails to
pay Redelivery Compensation (if any) on the Expiry Date, (iii) fails to pay any
other amount payable by it under this Agreement within five (5) Business Days
after written notice from Lessor that such amounts are due or (iv) fails to deposit
with Lessor in cash in and for an amount sufficient to restore the Security Deposit
to the aggregate amount of the Security Deposit within five (5) Business Days
after use or application of the Security Deposit in accordance with this
Agreement; or

(b) Material Covenants: Lessee (i) fails to rectify the non-compliance of

the Aircraft with the conditions of Section 12 or redeliver the Aircraft to Lessor in
accordance with Schedule 3, or (ii) fails to maintain in full force and effect any
insurance required to be maintained under Section 9, (iii) voluntarily transfers
possession of the Airframe or any Engine to another Person other than as
permitted by this Agreement, or (iv) operates or locates or permits the operation
or location of the Aircraft or either Engine or any Part in any Sanctioned Country
or by or for the benefit of any Sanctioned Person; or

(c) Breach: Lessee fails to comply with any other provision of this
Agreement and, if such failure is, in the reasonable opinion of Lessor, capable of
remedy, the failure continues for thirty (30) days after the earlier of (i) written
notice from Lessor to Lessee and (ii) Lessee’s becoming aware of such failure; or

(d) Representation: any representation or warranty made by Lessee in

the Operative Documents to which it is a party is incorrect when made and if the
circumstances giving rise to the breach of representation or warranty are capable
of remedy and are not remedied within thirty (30) days of the earlier of (i) the
receipt by Lessee of a written notice from Lessor advising Lessee of the existence
of such incorrect representation or breach of warranty or (ii) Lessee becoming
aware of such incorrect representation or breach of warranty; or

(e) Cross Default: an “Event of Default” as defined in a Related Lease

occurs and is continuing under such Related Lease; or
 (f) Approvals: any consent, authorization, license, certificate or
approval of or registration with or declaration to any Government Entity in
connection with this Agreement, including:

(i) any authorization required by Lessee in connection with the

performance by Lessee of its obligations under the Operative Documents; or

(ii) any airline license, air transport license, franchise,

concession, permit, certificate, right or privilege required by Lessee for the
conduct of its business, is modified in an manner unacceptable to Lessor,
withheld, revoked, suspended, cancelled, withdrawn, terminated or not
renewed, or otherwise ceases to be in full force, provided however that
any such modification, withholding, revocation, suspension, cancellation,
withdrawal, termination or non-renewal shall only constitute an Event of
Default if either (x) it has a material adverse effect on Lessee’s ability to
perform its financial obligations under the Operative Documents to which
it is a party or materially jeopardises Owner’s or Lessor’s rights, title and
interest to and in the Aircraft or (y) is not reissued, reinstated or renewed
within thirty (30) days; or

(g) Insolvency:

(i) Lessee is unable to pay its debts as they fall due or is

insolvent; or

(ii) Lessee suspends making payments on all or any class of its

debts or announces an intention in writing to do so, or a moratorium is declared in
respect of all or any of class of its debts; or

(h) Bankruptcy and Similar Proceedings:

(i) Lessee shall consent to the appointment of a receiver,

trustee, liquidator or an insolvency resolution officer for itself or for a substantial
part of its property; or

(ii) Lessee shall admit in writing its inability to pay its debts
generally as they become due, or Lessee shall make a general assignment for the
benefit of creditors; or

(iii) Lessee shall file a voluntary petition in bankruptcy or a

voluntary petition or answer seeking reorganization in a proceeding under
any laws dealing with bankruptcy, insolvency, moratorium or creditors’
rights generally (any or all of which are hereinafter referred to as
“Bankruptcy Laws”), or an answer admitting the material allegations of a
 petition filed against Lessee in any such proceeding, or Lessee shall by
voluntary petition or answer consent to or fail to oppose the seeking of
relief under the provisions of any Bankruptcy Laws; or

(iv) any order, judgment or decree is entered by a court of

competent jurisdiction appointing a receiver, trustee, liquidator or insolvency
resolution officer of Lessee or a substantial part of its property, or ordering a
substantial part of Lessee’s property to be sequestered, is instituted or done with
the consent of Lessee or, if instituted by another Person, the order, judgment or
decree is not dismissed, remedied or relinquished within ninety (90) days; or

(v) a petition against Lessee in a proceeding under any

Bankruptcy Laws shall be filed and shall not be withdrawn or dismissed within
ninety (90) days thereafter, or if, under the provisions of any Bankruptcy Laws that
may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction,
custody or control of Lessee or of any substantial part of its property, provided that
it shall not be an Event of Default if Lessee can demonstrate to a reasonable
satisfaction of the Lessor that any such circumstance is the result of a frivolous or
vexatious claim by a creditor which is being contested in good faith and with due
diligence by Lessee; or

(vi) any step (including petition, proposal or convening a

meeting) is taken by Lessee with a view to a composition, assignment or
arrangement with any creditors of, or the reorganization, rehabilitation,
administration, liquidation, or dissolution of, Lessee or any of its Affiliates or any
other insolvency proceedings involving Lessee or any of its Affiliates; or

(i) Other Jurisdiction: there occurs in relation to Lessee any event in

any jurisdiction to which Lessee is subject which, in the reasonable opinion of
Lessor, corresponds with any of those mentioned in Section 13.1(h) , provided
that no Event of Default shall arise pursuant thereto if Lessor is reasonably
satisfied that all of the following are satisfied:

(i) such steps are vexatious and without merit;

(ii) Lessee is solvent;

(iii) Lessee is diligently and in good faith seeking to discharge

such event by appropriate proceedings;
 (iv) the step taken does not adversely affect the interests of
Lessor, Owner or any Financing Party in or to the Aircraft or in or under
any Operative Document; and

(v) the step taken does not adversely affect the ability of
Lessee to discharge its financial obligations under this Agreement; or

(j) Suspension of Business: Lessee suspends or ceases to carry on all

or a substantial part of its business which has a material adverse effect on Lessee’s
ability to perform its financial obligations under this Agreement; or

(k) Disposal: Lessee disposes or threatens to dispose of all or a

material part of its assets, whether by one or a series of transactions, related or
not; or

(l) Rights: the existence, validity, enforceability or priority of the

rights of Owner, as owner of the Aircraft, Lessor, as lessor of the Aircraft or any
Financing Party as Security Trustee of the Aircraft and assignee of this Agreement
are challenged by Lessee or the Government of Oman or any Person claiming by
or through Lessee; or

(m) Enforceability: any of the Operative Documents shall cease to be

in full force and effect in accordance with its terms; or shall be claimed not to be
in full force and effect in accordance with its terms by Lessee or the Government
of Oman or any Person claiming by or through Lessee;

(n) Delivery: Lessee fails to technically accept or accept delivery of the

Aircraft when validly tendered pursuant to this Agreement by Lessor (provided
that Lessor shall have satisfied the conditions precedent set out in Section 3.4); or

(o) Airport Charges: Lessee fails to pay any overflight and airport
fees or charges with respect to the Aircraft when due, which Airport Charges are
not paid within statutory time-limits and which may give rise to any Lien in
relation to the Aircraft, Engine, APU or any Part; or

(p) Arrest: the Aircraft, any Engine or any Part is taken in execution,
impounded or otherwise taken from the possession of Lessee by reason of any
legal process or any other legal process is levied upon the Aircraft, any Engine or
any Part or the Aircraft, any Engine or any Part is arrested or detained in the
exercise or purported exercise of any Lien (other than a Lessor Lien) or claim
enforceable against the Aircraft, any Engine or any Part and Lessee shall fail to
provide or to procure the release of the Aircraft, any Engine or any Part within a
period of ninety (90) days; or
 (q) Change of Control: Lessee undergoes a Change of Control at any
time without the prior consent in writing of Lessor and Lessor is satisfied (in its
absolute discretion) with the additional security provided; as used herein, “Change
of Control” means Lessee shall, directly or indirectly, in one or more related
transactions, (A) consolidate or merge with or into (whether or not Lessee is the
surviving corporation) another person, (B) allow another person to make a
purchase, tender or exchange offer that is accepted by any holders of the voting
power of Lessee or (C) consummate a stock purchase agreement or other business
combination (including a reorganization, recapitalization, spinoff or scheme of
arrangement) with another person, or (D) the capital stock of Lessee ceases to be
wholly owned by the Government of Oman; or

(r) Sanctions: Any director or employee or other official of Lessee or

the Government of Oman or any Affiliate of either of them becomes a Sanctioned
Person; or

(s) Immunity: Lessee or the Government of Oman or any Affiliate of

either shall claim, or it shall be the case, that Lessee or any of Lessee’s properties
are subject to immunity from suit or service of process; or

(t) Condition Subsequent: any condition subsequent contained in

Section 3.6 is not satisfied on or before the date and in the manner provided
therein.

13.2. Rights

If an Event of Default occurs, and for as long as it shall continue (and without
prejudice to any of its other rights under this Agreement or that may arise by operation of
Applicable Law):

(a) Lessor may at its option accept such repudiation by Lessee of its
obligations under this Agreement and by notice to Lessee with immediate effect
terminate the leasing of the Aircraft (but without prejudice to the continuing
obligations of Lessee under this Agreement), whereupon all rights of Lessee under
this Agreement shall cease; and/or

(b) Lessor may at its option proceed by appropriate court action or

actions to enforce performance of this Agreement or to recover damages for the
breach of this Agreement; and/or

(c) Lessor may at its option either:

(i) take possession of the Aircraft, for which purpose Lessor

may enter any premises belonging to, occupied by or under the control of Lessee
(for which purpose Lessee hereby grants to Lessor an irrevocable
 license to the extent permitted by Applicable Law) where the Aircraft may
be located, or cause the Aircraft to be redelivered to Lessor at the
Redelivery Location (or such other location as Lessor may require), and
Lessor is hereby irrevocably authorized and empowered, to the extent
permitted by Applicable Law, to direct pilots of Lessee or other pilots to
fly the Aircraft to that airport and will have all the powers and
authorizations necessary for taking such action; or

(ii) by serving notice, require Lessee to redeliver the Aircraft to

Lessor at the Redelivery Location (or such other location as Lessor may require) in
the condition required by Section 12 and Schedule 3; and/or

(d) Lessor, or Owner as the case may be, may sell, lease or otherwise
deal with the Aircraft in such manner as Lessor in its absolute discretion considers
appropriate; and/or

(e) Lessee shall at the request of Lessor take all steps necessary to
deregister the Aircraft from the aircraft registry of the State of Registration and
cooperate with the Lessor to effect the export of the Aircraft from the country
where the Aircraft is for the time being registered or situated and any other steps
necessary to enable the Aircraft to be redelivered to Lessor in accordance with
this Agreement.

13.3. Default Payments

If an Event of Default occurs and for so long as it is continuing, Lessee will

indemnify and pay to Lessor on demand against any loss, damage, expense, cost or
liability that Lessor may sustain or incur directly or indirectly as a result, including:

(a) all unpaid Basic Rent, Supplemental Rent and Additional Rent then
due and unpaid;

(b) any losses suffered by Lessor because of Lessor’s inability to place

the Aircraft on lease with another lessee on terms as favorable to Lessor as this
Agreement; and

(c) any loss, cost, expense or liability sustained or incurred by Lessor

owing to Lessee’s failure to redeliver the Aircraft on the date, at the place and in
the condition required by this Agreement (other than any loss, premium, penalty
or expense that may be incurred in repaying funds raised to finance the Aircraft or
in unwinding any swap, forward interest rate agreement or other financial
instrument relating in whole or in part to Lessor’s financing of the Aircraft).

14. Assignment, Transfer and Financing

 14.1. No Assignment by Lessee

Lessee shall not assign any of its right, title, interests, duties, obligations or
liabilities in, to or under the Operative Documents, or create or permit to exist any
Security Interest (other than Permitted Liens which Lessee shall discharge prior to the
end of the Term) over any of its rights under the Operative Documents, and any such
purported assignment or grant of a Security Interest shall be void ab initio and of no force
or effect. Without limiting the foregoing, if any assignment prohibited under the
foregoing sentence shall be valid by operation of any non-waivable provision of
Applicable Law, Lessee shall nevertheless remain fully liable for the payment and
performance of all of Lessee’s obligations to be paid and performed hereunder as fully
and to the same extent as if such assignment had not been effected, without prejudice to
the obligations of such assignee.

14.2. Lessor Assignment

Lessor may sell, assign or transfer all or any of its rights under the Operative
Documents and in the Aircraft (a “Transfer”) and Lessor will, other than in the case of an
assignment for security purposes, have no further obligation under the Operative
Documents in respect of the period following a Transfer but, notwithstanding any
Transfer, will remain entitled to the benefit of each indemnity under and in accordance
with the terms of this Agreement.

(a) In connection with any Transfer, the following conditions shall

apply:

(i) Lessor shall give Lessee prior written notice of such

Transfer, specifying the name and address of the proposed purchaser, assignee or
transferee (the “Transferee”);

(ii) the Transferee will have full corporate power and authority
to enter into and perform the transactions contemplated by this Agreement on the
part of “Lessor”; and

(iii) on the Transfer date, Lessor and the Transferee shall enter
into an agreement or agreements in which the Transferee confirms that it shall be
deemed a party to this Agreement and agrees to be bound by all the terms of, and
to undertake all of the obligations of, Lessor contained in this Agreement arising on
or after the time of the Transfer.

(b) If the Transfer is only of title to the Aircraft to a new Owner or a

security assignment to a Finance Party, in either case without a change to the
identity of the Lessor, the preceding conditions will not apply.
 (c) Upon any Transfer by Lessor (other than in the case of an
assignment for security purposes or title transfer only), the Transferee shall be
deemed Lessor for all purposes of this Agreement, each reference in this
Agreement to “Lessor” shall thereafter be deemed for all purposes to refer to the
Transferee, and the transferor shall be relieved of all obligations of “Lessor”
under this Agreement arising after the time of such Transfer.

(d) Upon compliance by Lessor and a Transferee with the terms and
conditions of Section 14.2(a), Lessee shall at the time of Transfer:

(i) execute and deliver to Lessor and to such Transferee an

agreement, in form and substance satisfactory to Lessor, Lessee and such
Transferee, dated the date of such Transfer, consenting to such Transfer, agreeing to
pay all or such portion of the Basic Rent, Supplemental Rent and other payments
under this Agreement to such Transferee;

(ii) execute and deliver to Lessor or such Transferee, as

appropriate, such documents as may be reasonably requested to reflect the interests
of such Transferee in the Aircraft and the Operative Documents in substantially
the form and substance of the Operative Documents executed on or prior to the
Delivery Date (as amended, supplemented and otherwise modified from time to
time);

(iii) cause to be delivered to Lessor and such Transferee

certificates of insurance and broker’s letters of undertaking substantially in the
form delivered to Lessor on the Delivery Date, detailing the coverage and
confirming the insurers’ agreement to the specified insurance requirements of this
Agreement and listing Lessor and Transferee as additional insureds;

(iv) deliver to Lessor and such Transferee information on the

location of the Airframe and Engines at all times requested by Lessor in order to
permit the Transfer to take place at a time and on a date so as to eliminate or
minimize any Taxes applicable to the Transfer; and

(v) such other documents as Lessor or such Transferee may

reasonably request no later than thirty (30) days prior to the proposed date of
Transfer.

14.3. Financing Parties; Grants of Security Interests

(a) On or before the Delivery Date, and from time to time thereafter,
Lessor shall advise Lessee in writing of any Financing Parties, and of any
Financing Documents relevant to such Financing Parties’ status as Additional
 Insureds and of any Financing Security Documents providing to any Financing
Parties a Security Interest in the Aircraft or Owner’s or Lessor’s right, title and
interest in any Operative Documents. On the Delivery Date, pursuant to Section
3.1(c), Lessee shall execute and deliver to Lessor the Notice and
Acknowledgment.

(b) Each of Owner and Lessor shall be entitled at any time after
Delivery to grant a Security Interest in the Aircraft or its right, title and interest in
any Operative Document in replacement of or with a priority senior, equal or
subordinate to any previous grant of a Security Interest. In the case of any such
grant after Delivery, Lessee shall promptly:

(i) execute and deliver to Lessor a notice and acknowledgment

referring to the new Financing Security Document and otherwise
substantially in the form of the Notice and Acknowledgment; and

(ii) cause to be delivered to Lessor certificates of insurance and

broker’s letters of undertaking substantially in the form delivered to Lessor on the
Delivery Date, detailing the coverage and confirming the insurers’ agreement to the
specified insurance requirements of this Agreement, adding the additional
Financing Parties identified by Lessor as additional insureds and, if requested by
Lessor, as loss payees.

14.4. Sale and Leaseback by Lessor

In addition to the Transfers and grants of Security Interests permitted by

Sections 14.2 and 14.3, Lessor shall be entitled to transfer its right, title and interests in and
to the Aircraft to any Person and lease the Aircraft from such Person (a “Head Lessor”),
and in such event Lessor shall retain its rights and obligations as “Lessor” under this
Agreement. In the event of such a sale and lease-back by Lessor, (a) Lessor shall be
entitled to assign its rights in this Agreement to such Head Lessor as security for its
obligations under the head lease, (c) the Head Lessor shall be entitled to grant to one or
more purchase money lenders, or to an indenture trustee on behalf of such lenders, a
Security Interest covering the Aircraft and the Operative Documents, (d) Lessee shall
execute and deliver to Lessor, such Head Lessor and such secured parties, as appropriate,
the documents specified in Sections 14.2(c) and 14.3(b) above, and Lessee shall
cooperate with Lessor to make such other changes to the Operative Documents as Lessor
may reasonably request, so long as such changes do not increase Lessee’s obligations or
diminish Lessee’s rights under the Operative Documents.

14.5. Lessee Further Assurances

Lessee and Lessor further acknowledge and agree that any Transferee shall in turn
have the rights of, and be subject to the conditions to, transfer and grants of Security
Interests set forth above in this Section 14. Lessee will cooperate with any transaction by
Lessor described in this Section 14.

14.6. Servicer

Pursuant to servicing arrangements between Lessor and Servicer, Servicer shall,

inter alia, be able to act as Lessor’s servicing agent for matters related to this Agreement
and Lessor may without the consent of Lessee delegate all or part of its rights and
obligations to the Servicer. Subject to any notice from Lessor to the contrary, Lessee may
communicate with, and respond to any demands, requests or other communications made
in accordance with this Agreement by Servicer on behalf of Lessor in respect of matters
relating to this Agreement and shall be entitled to rely on any notice or other
communication from Servicer as if such notice or communication were given by Lessor
without further inquiry.

15. Governing Law and Jurisdiction

15.1. Governing Law

THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATIONS

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN
ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, ENGLISH LAW INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE.

15.2. Reserved

15.3. The parties agree that the courts of England are to have jurisdiction to
settle any disputes (including claims for set-off and counterclaims) which may arise in
connection with the legal relationships established by this Agreement or otherwise arising
in connection with this Agreement including any claim under the Cape Town Convention.

15.4. Lessee irrevocably waives any objection on the grounds of venue or forum
non conveniens, lis alibi pendens or similar grounds.

15.5. Clause 15.3 is for the benefit of the Lessor only. As a result, and
notwithstanding Clause 15.3, the Lessor may take proceedings relating to disputes under
this Agreement or a remedy under the Cape Town Convention in any other courts with
jurisdiction. To the extent allowed by law, the Lessor may take concurrent proceedings in
any number of jurisdictions.

15.6. Lessee shall at all times maintain an agent for service of process in
England. Such agent shall be Lessee’s Process Agent. Any claim form, judgement or
other notice of legal process shall be sufficiently served on Lessee if delivered to its agent
specified above at its address for the time being. Each party undertakes not to revoke the
authority of its agent specified above and, if for any reason such agent no longer serves as
its agent to receive service of process, that party shall promptly appoint another such agent
and advise the other party thereof. If Lessee fails to appoint another such agent after
being required by Lessor so to do, Lessor is irrevocably authorised to appoint any person
(including itself), on such person’s standard or usual terms for acceptance of appointment
(if any), as Lessee’s agent.

15.7. In the event that Lessor brings any proceedings before the courts of Oman,
Lessee hereby and irrevocably waives any right or claim that it may have to defend, argue
or protest those proceedings on the grounds that those proceedings, or any of Lessee’s
obligations under the Operative Documents, or any judgment which Lessor may have
obtained against Lessee or the Aircraft in any other jurisdiction, are contrary to the public
policy of Oman to the extent permissible under Applicable Law.

16. Miscellaneous

16.1. Waivers, Remedies Cumulative

The rights of Lessor or Lessee under this Agreement may be exercised as often as
necessary, are cumulative and not exclusive of that party’s rights under any law and may
be waived only in writing and specifically. Delay in exercising or non-exercise of any
such right is not a waiver of that right.

16.2. Delegation

Lessor may delegate to any Person or Persons all or any of the trusts, powers or
discretions vested in it by this Agreement and any such delegation may be made upon
such terms and conditions and subject to such regulations (including power to sub-
delegate) as Lessor in its absolute discretion thinks fit. Notwithstanding any such
delegation (and the delegation pursuant to Clause 14.7), Lessor remains responsible and
liable to Lessee for the performance of its obligations under this Agreement.

16.3. Appropriation

During the occurrence and continuance of a Default by Lessee under

Section 13.1(a)(i) or (ii), any payments, other than payments of Security Deposit,
received by Lessor from Lessee may be applied by Lessor in such proportions and order
and generally in such manner as Lessor may determine.

16.4. Currency Indemnity

(a) If Lessor receives an amount in respect of the Lessee’s liability

under this Agreement or if such liability is converted into a claim, proof,
judgment or order in a currency other than the currency (the “contractual
currency”) in which the amount is expressed to be payable under this Agreement:
 (i) Lessee will indemnify Lessor, as an independent obligation,
against any loss arising out of or as a result of such conversion;

(ii) if the amount received by Lessor, when converted into the

contractual currency (at the market rate at which Lessor is able on the relevant date
to purchase the contractual currency in New York City with that other currency) is
less than the amount owed in the contractual currency, Lessee will, forthwith on
demand, pay to Lessor an amount in the contractual currency equal to the deficit;
and

(iii) Lessee will pay to Lessor on demand any exchange costs

and Taxes payable in connection with the conversion.

(b) Lessee waives, to the extent permitted by Applicable Law, any

right it may have in any jurisdiction to pay any amount under this Agreement in a
currency other than that in which it is expressed to be payable.

16.5. Payment by Lessor

Lessor will not be obliged to pay any amounts to Lessee under this Agreement so
long as a Material Default of Event of Default has occurred and is continuing.

16.6. Severability

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in

any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any

other provision of this Agreement; or

(b) the legality, validity or enforceability in any other jurisdiction of

that or any other provision of this Agreement.

16.7. Reserved

16.8. Expenses

(a) Lessor and Lessee shall each bear their respective expenses
(including legal, professional and out-of-pocket expenses) incurred or payable in
connection with the negotiation, preparation and execution of the Operative
Documents except that Lessee shall be responsible for (i) all registration and
filing fees in connection with the registration of the Aircraft in the State of
Registration and (ii) all fees in connection with the filing and translation of any
Operative Document or related document.
 (b) Lessee shall pay to Lessor within five (5) Business Days of
demand all reasonable expenses (including legal, professional and out-of-pocket
expenses) incurred or payable by Lessor in connection with the granting of any
waiver or consent under this Agreement so long as such consent or waiver is
requested by Lessee.

(c) Lessee shall pay to Lessor within five (5) Business Days of
demand all reasonable expenses (including legal, survey and other costs) payable
or incurred by Lessor in contemplation of, or otherwise in connection with, the
enforcement of or preservation of any of Lessor’s rights under the Operative
Documents, or in respect of the repossession of the Aircraft provided that, other
than where provision for payment of such expenses is made elsewhere in this
Agreement, such expenses shall have resulted from or following the occurrence of
an Event of Default.

16.9. Time of Essence

The time stipulated in this Agreement for all payments payable by Lessee to
Lessor and for the performance of Lessee’s other obligations under this Agreement that
are due on a specified or determinable date will be of the essence of this Agreement
(subject always to any applicable grace period).

16.10. Notices

(a) All notices and other communications given under or in connection

with this Agreement shall be in writing (including e-mail) and in English, and
shall be deemed to be received when delivered to the address or e-mail address (if
any) specified in Section 16.10(b).

(b) All such notices, requests, demands and other communications

shall be sent:

(i) if to Lessor to:

Viking Leasing 1427 Designated Activity Company

Fourth Floor, 3 George’s Dock
IFSC, Dublin 1 Ireland
Attention: The Directors
Fax: +353 1 612 5550
Email: Ireland@wilmingtontrust.com

with a copy to
Merced Capital, L.P.
 601 Carlson Parkway, Suite 200 Minnetonka, MN 55305
USA
Attention: General Counsel
Fax: 1-952-475-7324
Email: tom.rock@mercedcapital.com

(ii) if to Lessee to:

Oman Air SAOC

P.O. Box 58
Muscat International Airport
Muscat, Oman

Attn:

Email:

or to such other address or e-mail address as shall have been notified by one party
to the other in the manner set out in this Section 16.10.

16.11. Sole and Entire Agreement

This Agreement is the sole and entire agreement between Lessor and Lessee in
relation to the leasing of the Aircraft, and supersedes all previous agreements in relation
to that leasing. The terms and conditions of this Agreement can only be varied by an
instrument in writing executed by both parties or by their duly authorized representatives.

16.12. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall
constitute an original and, when taken together, all of which shall constitute one and the
same Agreement.

16.13. English Language

All documents delivered to the Lessor pursuant to this Agreement will be in

English or, if not in English, will be accompanied by a certified English translation. If there
is any inconsistency between the English version of this Agreement and any version in any
other language, the English version will prevail.

16.14. Further Assurances

 Each party shall promptly and duly execute and deliver to the other party such
further documents and assurances and take such further action as the other party may
from time to time reasonably request in order to carry out more effectively the intent and
purpose of the Operative Documents and to establish and protect Owner’s title to the
Aircraft, the interests of any subsequent permitted transferee, the Security Interest of any
Financing Party, Lessor’s interest in the Aircraft and Lessor’s rights and remedies created
or intended to be created under the Operative Documents at the cost of the requesting
party.

16.15. Confidentiality

Neither Lessor nor Lessee shall, without the other’s prior written consent,
communicate or disclose the terms of the Operative Documents or any information or
documents furnished pursuant to the Operative Documents (except to the extent that the
same are lawfully within the public domain) to any third party (other than any Financing
Party, any Affiliate, any prospective Transferee, any material investor in any Lessor
Affiliate, the respective external legal advisers, technical advisors, financial advisors,
auditors, insurance brokers or underwriters of Lessor and Lessee, the Prior Operator, and
the Airframe Manufacturer and Engine Manufacturer); provided, that disclosure will be
permitted, to the extent required:

(a) pursuant to an order of any court of competent jurisdiction; or

(b) pursuant to any procedure for discovery of documents in any

proceedings before any such court; or

(c) pursuant to any law or regulation having the force of law or stock
exchange rules; or

(d) pursuant to a lawful requirement of any authority with whose

requirements the disclosing party is legally obliged to comply;

(e) in order to perfect any assignment of any assignable warranties; or

(f) in order to make any public registrations required to perfect,

protect or enforce the interests of Lessor in the Aircraft and Operative Documents.

16.16. Third Parties

(a) Subject to this Clause 16.16 and to the Relevant Clauses, a person
who is not a party to this Agreement has no right under the Third Parties Act to
enforce any provision of this Agreement but this does not affect any right or
remedy of a third party which exists or is available apart from the Third Parties
Act.
 (b) Each Third Party Indemnitee may enforce the terms of the
Relevant Clauses, subject to and in accordance with this Clause 16.16 and the
provisions of the Third Parties Act.

(c) The parties to this Agreement do not require the consent of any
Third Party Indemnitee to rescind or vary this Agreement at any time.

(d) Each Third Party Indemnitee must obtain the written consent of
Lessor (which Lessor may give or refuse in its absolute discretion) before it may
bring proceedings to enforce any term of the Relevant Clauses.

(e) If any Third Party Indemnitee brings proceedings to enforce any

term of the Relevant Clauses, Lessee shall only have available to it by way of
defence, set-off or counterclaim a matter that would have been available by way
of defence, set-off or counterclaim if such Third Party Indemnitee had been a
party to this Agreement.

(f) If Lessee is in breach of any of its obligations under any of the

Relevant Clauses, the parties intend that Lessor may recover from Lessee on
behalf of any affected Third Party Indemnitee any sum in respect of such Third
Party Indemnitee’s loss arising from that breach.

16.17. Waiver of Immunity

If at any time during the Term Lessee nor any of its assets become entitled to any
right of immunity, Lessee hereby irrevocably and unconditionally waives any
such immunity insofar as it affects the obligations of Lessee or the rights of
Lessor, any Finance Party, or any other Indemnitee, under the Operative
Documents.

IN WITNESS WHEREOF Lessor and Lessee have executed and delivered this
Agreement as a deed on the date shown at the beginning of this Agreement

[signature page follows]

 Execution Page
SIGNED and DELIVERED as a DEED )

for and on behalf of )

VIKING LEASING 1427 DESIGNATED )
ACTIVITY COMPANY

By its lawfully appointed attorney )

In the presence of:
)

Witness’ Address:

Witness’ Occupation:

EXECUTED and DELIVERED as a DEED

for and on behalf of

OMAN AIR SAOC

By its lawfully appointed attorney

In the presence of:

Signature:

Witness’ Address:
Witness’ Occupation:

Operating Lease Agreement (MSN

1957)
Schedule 1 Description of Aircraft

Part 1 Aircraft Specification4

IDENTIFICATION:
Aircraft Model: Airbus

A330-343
Serial Number: 1427

Date of Manufacture:
WEIGHT DATA:

Maximum Take-off Weight: 233,000 kg / 513,677 pounds

Maximum Landing Weight:

Maximum Zero Fuel Weight:

AIRFRAME AND INTERIOR EQUIPMENT:

Galleys
Lavatories

Passenger Seats (economy/business) 255 Economy Class/30 full-flat Business Class

ENGINES:

Manufacturer: Rolls-Royce Rolls-Royce

Position No.1 No.2

Model: Trent 772B-60 Trent 772B-60

Serial Numbers: 42155 42231

APU:
Manufacturer:

Model:
Serial Number:

LANDING GEAR:
Position: Nose Left Main Right Main

4 Specification to be completed.

Schedule 2-1
Operating Lease Agreement (MSN
1957)
 Manufacturer:
Part Number:

Serial Number:
MAJOR AVIONICS EQUIPMENT:

[TO BE INSERTED]

Part 2 Aircraft Documents

(A definitive list of the Aircraft Documents will be attached to the Certificate of Technical
Acceptance and Redelivery Certificate)

Lessee shall participate in Lessor’s redelivery inspection of the manuals and technical records
from the Prior Operator. Lessee’s rights and obligations in respect of such inspection shall
include (a) verifying that the Prior Operator has redelivered the manuals and technical records
listed in [Annex A to this Schedule 1] and (b) confirming whether such manuals and technical
records are otherwise satisfactory to Lessee, based on the Lessee Requirements listed in Annex B
to this Schedule 1. To the extent that such manuals and technical records are not satisfactory to
Lessee, so long as the applicable discrepancies do not affect the airworthiness of the Aircraft (as
evidenced by the issuance of the Export Certificate of Airworthiness by the Singapore CAA),
Lessee and Lessor, each acting reasonably, shall agree on the resolution of such discrepancies
through waiver of redelivery requirements to be more particularly described in Annex 2 of the
Certificate of Technical Acceptance.
Schedule 2 Technical Acceptance and Delivery Condition

On the Technical Acceptance Date, the Aircraft shall be tendered by Lessor to Lessee in
an “as-is, where-is” condition according to the conditions included herein. The actual
maintenance status at Technical Acceptance will be subject to the additional (i) flight hours and
flight cycles accumulated and (ii) calendar time elapsed, and (iii) maintenance accomplished, up
to the Technical Acceptance Date.

The Delivery Procedure shall be as provided in Part A below. The Delivery Conditions
shall be as provided in Part B below.
Part A
Delivery Procedure
Inspections
Before the scheduled Delivery Date, the Lessee and the Lessor will work together in good
faith with the Prior Operator to allow the Lessee to perform the following inspection
procedures in order to confirm the Aircraft complies with the Delivery Condition set forth
in Part B:
(a) a ramp inspection of the Aircraft; and
(b) a review of the Aircraft Documents; and
Lessee will bear the cost of its personnel, representatives and agents at all times. For the
avoidance of doubt, Delivery of the Aircraft shall be on an “as is, where is basis,”
and Lessor does not represent, warrant or covenant that the Aircraft complies with
the Delivery Conditions. Lessee’s signing the Certificate of Technical Acceptance
for the Aircraft constitutes Lessee’s agreement that the Aircraft complies at
Delivery with the Delivery Conditions, except as may be noted in such certificate.

Part B
Delivery Condition

1. Aircraft
The Delivery Condition for the Aircraft:
(a) the Aircraft shall be free and clear of all Security Interests (other than Permitted
Liens);
(b) the Aircraft shall be freshly cleaned inside and outside according to international
airline standards;
(c) the Aircraft shall be in a condition permitting commercial passenger and freight
service under the applicable airworthiness and operating regulations of the
Singapore CAA;
(d) the Aircraft shall be in good operating condition (ordinary wear and tear for
normal commercial passenger operations excepted) with all of the Aircraft
equipment, components, rotables, systems, accessories, loose equipment and parts
(including seats, galleys, IFE hardware and fully functioning software, galley
 inserts and one ship set of trolleys 5(if a ship set of trolleys was provided free of
charge to the Prior Operator at delivery pursuant to the Prior Lease) installed and
functioning in accordance with their intended use, operating within all limits and/
or guidelines as specified in the applicable documentation of the Manufacturer, the
Engine Manufacturer or any manufacturer of Parts:
(e) the Aircraft shall be compliant with all Airworthiness Directives with no waivers
to the Singapore CAA requirements which state that the applicable Airworthiness
Directives are those issued by the State of Design (i.e. Airframe: EASA and
Engines: EASA or FAA). Additionally, the Aircraft will be cleared of
Airworthiness Directives issued by the Singapore CAA, which fall due within the next
eighteen (18) months or the number of Flight Hours commensurate with eighteen (18)
months of A330 operation by the Prior Operator during the term of the Prior Lease
(the "Required Flight Hour Remaining Life") or the number of Cycles
commensurate with eighteen (18) months of A330 operation by the Prior Operator
during the term of the Prior Lease (the “Required Flight Cycle Remaining Life”)
after the Delivery Date. Such Airworthiness Directives will have been performed
on a terminating basis (if the relevant modification kits are available).
(f) the Aircraft shall be delivered with a valid export certificate of airworthiness from
the Singapore CAA (passenger transport category) without exception or derogation
save for exceptions and derogations granted due to conflicts with EASA
requirements.
(g) Lessee shall have the opportunity to confirm the following:
(i) that the Aircraft complies with the EASA Part M Subpart C
requirements that define the tasks that constitute maintaining of
airworthiness of the Aircraft, namely:
- ensuring that aircraft maintenance is undertaken with the
approval of GAAS;
- compliance with Airworthiness Directives issued by EASA;
- ensuring that the approval of all major and minor
modifications (without prejudice to Clause 13.2.2(c)) and repairs to the
Aircraft is undertaken in accordance with EASA Part 21; and
- procuring the installation of a recording system and the
transferability of this data with the Aircraft;
(ii) except for maintenance and repairs performed in line which are
covered in paragraphs (iii) and (iv) below, that all base maintenances and
repairs performed on the Aircraft (including the Engines) shall have
received an EASA Part 145 certificate of release to service;
(iii) in respect of maintenance and repairs performed during line
maintenance in Singapore, that such maintenance or repair is performed by
an EASA Part 145 approved MRO,
(iv) at Delivery, if the performance of maintenance tasks or repairs
performed in line outside Singapore was not done by a EASA Part 145
approved MRO and as such prevents the Aircraft from obtaining an EASA
certificate of airworthiness, perform at its cost all bridging tasks required to
obtain such EASA certificate of airworthiness. In respect of maintenance tasks
and repairs performed in line outside Singapore it is acknowledged that
subject to the first sentence of this paragraph (g)(iv) such maintenance tasks
and repairs may have been performed without receipt of an EASA Part
145 certificate of release to service. This paragraph (g)(iv) is without prejudice
to and subject to the remaining provisions of this Part B in

5 TBD re whether trolleys were provided

 relation to the return conditions of the Airframe, any Engine or any Part,
and to any other provision of this Agreement requiring EASA certification
or compliance (including in connection with modifications and repairs); and
(v) the Aircraft complies with any mandatory requirements of EASA
which pertain to maintaining airworthiness of Airbus A330 aircraft which
are introduced after the date of Prior Lease and which the Lessor has
notified to the Prior Operator from time to time in writing.
In the event of any conflict between the requirements of the Singapore CAA and
the requirements of EASA during the term of the Prior Lease, the Prior Operator’s
ongoing Singapore CAA maintenance obligations may have applied. At Delivery
(either before actual Delivery (and Lessee acknowledges that this may result in the
export certificate of airworthiness issued by the Singapore CAA being subject to
waiver or exceptions) or after completion of Delivery), the Lessee shall have an
opportunity to confirm that all necessary actions have been taken to remedy such
conflict or to remove and/or redo such tasks so that the relevant items are EASA
compliant;
(h) the Aircraft shall have been freshly stripped of paint (or sanded down if the Aircraft
had been stripped of paint within 24 months prior to Redelivery), resealed
and repainted in white.6 The painting shall have been applied after treatment of
any skin corrosion in accordance with the AMM or Structural Repair Manual
("SRM"), to result in a uniformly smooth coloured surface in accordance with the
Manufacturer’s standard practises. If required by the AMM or SRM, the Lessee
may request that arrangements be made for the Aircraft to be weighed;
(i) the fuselage shall be clean and free from major dents, abrasions and scab patches that
are temporary or loose and which are outside the limits of the SRM (or
Manufacturer’s other approved method); all Airframe repairs shall be in
compliance with the SRM and/or substantiated with an AIRBUS RAS as
applicable if any repair is beyond the Manufacturer's repair scheme and such
repairs shall have been performed on a terminating basis (if a terminating action
solution then exists), without repetitive inspection required (other than Category B
repairs as defined in SRM). External repairs will be flush if technically feasible.
Temporary non-flush repairs may have been performed during the term of the Prior
Lease. Lessee shall have an opportunity to confirm that during the C-Check
following the performance of any such repairs (and in any event before the
Delivery Date), the rework of such repairs in order to make such repairs permanent
and flush (if technically feasible);
(j) all Aircraft and Engine LLPs shall have full "back to birth” traceability in
accordance with the MPD Airworthiness Limitation Sections latest revision and
the Engine Manual latest revision. The LLPs' movement traceability shall be in
accordance with EASA AMC KA 305 (d)(4) and AMC MA 305 (h). For all LLPs,
the Lessee shall have the opportunity to confirm that log cards have been
maintained that shall link, at each movement, the component with the parent
component serial number and its related accumulated total flight time and cycles;
(k) Lessee will have an opportunity to review a list of removed and reinstalled
components during the term of the Prior Lease. All components which are LRUs
shall have EASA Form 1 or FAA Form 8130-3 serviceable tags;
(I) the Aircraft shall be in a normal operating condition with all the aircraft
equipment, components and systems functioning within the limits and/or
guidelines established by the manufacturers (in the AMM or the Component

6 TBD re painting. Painting/livery is not in term sheet. Note that we have the right to require SIA to paint Lessee’s
livery, at our expense.
 Repair Manual ("CMM") as applicable) irrespective of deviations allowed by the Master
Minimum Equipment List ("MMEL");
(m) the Aircraft shall be in the configuration specified In the [7 [Standard Specification
Document No. 6000.03000, issue 7.3 dated 13 July 2006, as may have been
amended by any SCNs provided to Lessee];
(n) except for minor items such as emergency equipment loose equipment, electrical
and electronic equipment the Aircraft's equipment shall be delivered without the
Prior Operator’s special markings;
(o) there will be no fuel or water or oil leaks as checked per AMM procedures using
General Visual Inspection (GVI) and any repairs will be final in accordance with
the AMM (Airframe) or CMM (components);
(p) there will be no untreated or uncorrected fungus or corrosion including fungus or
corrosion within the fuel tanks and fuel systems and the Lessee will have an
opportunity to confirm that all fuel tanks have been tested for fungus or other
contamination (through fuel sampling) and, if required, rectified, treated and
cleared in accordance with AMM procedures;
(q) the Aircraft shall be:
(i) fresh from C-Check or equivalent C-event, and fresh from any due
task stated in Flight Hours or Cycles as defined in the MPD (including 5-
year (or 6-year it applicable) tasks packages if such task packages are due);
and
(ii) cleared of scheduled maintenance for the next C-Check interval after
Delivery, the Required Flight Hour Remaining Life and the Required Flight
Cycle Remaining Life after Redelivery in accordance with the MPD latest
revision (Out Of Phase, Structure, Corrosion & Sampling Program), the
Airworthiness Limitations Items ("ALI") latest revision and the
Certification Maintenance Requirement ("CMR") latest revision and any
tasks mandated by any Airworthiness Directive;
(r) the Airframe shall be free from corrosion beyond the prescribed limits set out in
the AMM or SRM and shall have been adequately treated in accordance with the
AMM and SRM;
(s) The nose and main Landing Gears shall have at least three thousand (3000) Cycles
and twenty-four (24) months of remaining life before the next scheduled overhaul;
(t) all the brakes shall have on average at least fifty per cent. (50%) useful life
remaining with no single brake having less than fifteen per cent. (15%) useful life
remaining;
(u) each hard time component or part (TCC, LLP as per MPD latest revision) shall have
at least a period equal to the next C-Check interval after Delivery, the Required
Flight Hour Remaining Life and the Required Flight Cycle Remaining Life
remaining to the next scheduled removal. In the event that a hard time component or
part has a removal interval of less than the applicable C-Check Interval, the Required
Flight Hour Remaining Life and the Required Flight Cycle Remaining Life, it shall
have one hundred per cent (100%) life remaining;
(v) the cabin interior including carpets, galleys, lavatories, passenger service units,
ceilings, side walls, bulkheads panels and other storage bins and compartments

7 Actual Specification TBC.

 shall be serviceable, secure, clean and free of cracks and stains, normal wear and
tear excepted. Galley and lavatory floor coverings shall be in good serviceable
condition, effectively sealed and secure. All sidewall panels shall be free of stains
and cracks (normal wear and tear excepted), and shall be clean, secure, and
repainted as necessary. All seats shall be fully serviceable, in good condition and
properly repainted as necessary. All signs, placards, decals and markings shall be
securely installed and be clean, legible and in English. All seat covers and life
jackets shall be clean, serviceable, and in good condition, The cabin and cockpit
interior shall conform to the latest FAA fire-resistance regulations and EASA crash-
worthiness regulations and have all relevant certification records available[, it
being acknowledged and agreed that his provision shall only apply if the cabin and
cockpit interior conform, at delivery pursuant to the Prior Lease, to the FAA fire-
resistance regulations and EASA crash-worthiness regulations prevailing on the
delivery date pursuant to the Prior Lease];
(w) all cargo compartment ceiling, side wall and floor, panels shall be clean,
serviceable, in good condition and properly sealed. All rollers, nets and cargo-
restraint, moving and handling systems/mechanisms shall be in good condition and
fully serviceable. All compartments shall meet latest FAA fire-resistance
regulations and EASA crash worthiness regulations, it being acknowledged and
agreed that this provision shall only apply if the compartments conform. at the
delivery date pursuant to the Prior Lease to the FAA fire-resistance regulations and
EASA crash-worthiness regulations prevailing on the Delivery Date pursuant to
the Prior Lease. All cargo doors shall be free moving, correctly rigged and functioning
properly and fitted with serviceable seals;
(x) Aircraft modifications: the Lessee will have an opportunity to review a list of all
modifications (S1318, Vendor SE's, Prior Operator’s originated modifications)
performed on the Aircraft during the term of the Prior Lease including, reference
documents with revision number and date of accomplishment and identifying partial
embodiment, if any;
(y) Prior Operator’s originated Modifications: Prior Operator’s originated
Modifications will either: (i) have been removed from the Aircraft, without
diminishing or impairing the value, utility or airworthiness of the Aircraft; or (ii)
not have been removed, but with evidence that such modification is EASA
compliant. The Lessee shall have an opportunity to confirm that unremoved Prior
Operator’s originated modifications have been supported by appropriate
documentation including documents defining the modifications, EASA approvals,
technical publication supplements (if applicable), and when such a modification
requires recurring tasks (ag. inspection), that the last and next action have been
provided;
(z) Parts: all replacement parts must (a) be manufactured by the original manufacturer
of the replaced part (i.e., not a PMA part); (b) be of the same or a more advanced
make and model and be of the same interchangeable and mixable modification
status as the replaced part (c) have full details as to its source and maintenance
records; (d) meet all Aviation Authority regulations; and (e) be free and clear of all
Liens (other than Permitted Liens). In addition, the sum of the weighted age
average of all LRU whose cost is above 5,000 US$ will not be in excess of one
hundred and fifteen per cent (115%) of that of the Airframe. To calculate the
weighted average of each part, the then current new price of each LRU will be
divided by (1.15 x age of aircraft in month) which will give the price of each LRU
per month. Then, for each part whose age in month is above (1.15 x age of aircraft
in month), then (price per month x months above 115% of aircraft age) will be a
minus and for each LRU whose age in months is below (1.15 x age of aircraft in
month), then (price per month x months below 115% of aircraft age) will be a plus.
 If the sum for all LRU is negative, some LRU will have been changed in order to
meet the 115% average.
If the sum for all LRU is positive, no action.
(aa) the Aircraft shall be one hundred and eighty (150) minutes ETOPS compliant with
the latest CMP (Configuration and Maintenance Procedure) requirements; and
(bb) the Aircraft shall be delivered with 10,000 kg of fuel in tanks.
2. Engines
The Engines Delivery Conditions shall be as follows:
(a) the performance of each Engine will be within the limits specified by the Engine
Manufacturer's maintenance manual and:
(i) each Engine will have an exhaust gas temperature ("EGT") margin
measured engine on wing during the final inspection at certificated take off
power (at sea level and thirty degrees centigrade (30°C) ambient
temperature) sufficient for the engine to be capable of operating without
limitation throughout the entire operating envelope, as defined in the
Aircraft flight manual, until the next scheduled Engine PRSV and EGT and
shaft speed margins will be such to allow the remaining life required in
paragraph (II) below prior to a workshop visit based on historical trend
monitoring data. Performance compliance will be demonstrated at the time
of acceptance by static inspection and testing of engines (including nacelles
and accessories) in accordance with the Maintenance Programme, which
will include the requirements as defined in the MPD and appropriate
technical documents; and
(ii) the two (2) Engines will have, based on video borescope Inspections
(performed prior to the Acceptance Flight), the mean time between engine
refurbishments, engine historical and maintenance records and trend
monitoring data and take off power test, an estimated remaining time before
next scheduled removal (on average) of at least a period equal to the next C-
Check interval after Delivery, the Required Flight Hour Remaining Life and
the Required Flight Cycle Remaining Life and no single Engine shall have
less than twelve (12) months, sixty-six per cent. (66%) of the Required Flight
Hour Remaining Life and sixty-six per cent. (66%) of the Required Flight
Cycle Remaining Life so remaining; and
(iii) no Engine will be required by the Engine Maintenance Manual to be
subjected to repeat borescope inspection intervals which are more frequent
than the borescope inspection intervals for an engine without defect.
(b) the engine performance system will not indicate a rate of performance deterioration
higher than industry data for the past ninety (90) days,
(c) each Engine shall have undergone a full hot and cold section video borescope
inspection (performed prior to the Acceptance Flight) undertaken by the Lessor's
authorised representative in accordance with the procedures for inspection
specified in the AMM or Engine Maintenance Manual which will confirm that
such Engine has no defects which (a) are beyond the limits set out in the AMM (b)
are beyond the limits approved by the Engine Manufacturer or (c) require special
inspection or check requirements which are specific to that Engine (as opposed to
all engines of that type),
(d) a take off power test on each Engine in accordance with AMM procedures will be
performed;
(e) the Lessee shall have an opportunity during its ground inspection to review all
relevant engine service-history records, trend monitoring (engine condition
monitoring) and repair/overhaul data and shall take appropriate action necessary to
ensure that each Engine shall meet each of the following conditions:
(i) in case of in-flight shutdowns (gas path related) or in-flight basic
compressor stalls (gas path related) within the last one thousand (1,000) Flight
Hours of use or since last Engine PRSV, whichever period is shorter prior to
the Delivery Date, corrective action shall have been taken as necessary
following any such occurrence of in-flight shutdown or compressor stall,
with evidence of corrective action taken; and
(ii) oil consumption of each Engine, measured within one hundred (100)
Flight Hours prior to the Delivery Date or since last Engine PRSV,
whichever period is shorter, shall be, within the limits defined by the
Engine Manufacturer. In the event oil consumption is in excess of such
limits, corrective action shall have been taken to meet the approved limits.
(f) (g) (h) for each Engine, the average consumed cycles of the set of fan blades
shall not exceed 105% of the Airframe cycles on which the Engine is fitted on, with
no individual fan blade having consumed more than 120% of such Airframe cycles;
(i) for each Engine, the average consumed cycles of the set of annulus fillers shall not
exceed 105% of the Airframe cycles on which the Engine is fitted on, with no
individual annulus filler having consumed more than 120% of such Airframe
cycles;
(j) the maintenance records shall contain all LLPs' installation/removal dates together
with corresponding TSN, CSN of the module in which the relevant LLP is installed
and also identify for each movement the engine type (e.g. thrust rating), Engine S/ N,
TSN, CSN;
(k) Engine repairs: (i) shall be in compliance with the Engine Manual or shall have
been approved by the Engine Manufacturer if any repair is beyond the Engine
Manufacturer’s repair scheme and (ii) shall have been performed on a terminating
basis (if a terminating action solution then exists), without repetitive inspection
required;
(I) Engine records: Engine log books shall be made available, including Flight Hours,
Cycles, Engine change data (date of removal/installation, reason for removal,
Engine Total Time and Cycles at removal installation) and Engine PRSV
performed (if any). In the event that no accident/incident has occurred, a non
accident/incident statement shall have been provided, otherwise the a detailed
statement relating to the engines involved in any such accident/incident shall have
been provided, and
(m) 8 Commonly owned Engines: the Aircraft may be delivered with any “Other Engines”
(as defined in the Prior Lease) installed in place of the Engines, provided that such
Other Engines comply with the provisions of these Delivery Conditions as if they
were the Engines originally installed on the Aircraft.
3. Further Delivery Conditions

8 We may want to keep this right to change engines.

(a) The APU shall have no more than eighteen months utilised since the last APU
performance restoration work and will be serviceable and in good operating
condition with all air and temperature outputs operating within the manufacturers
guidelines and shall exhibit no adverse trends during the six months prior to the
Delivery Date (as per data supplied, if such data is usually recorded by the Prior
Operator), Lessee may observe a video borescope inspection of the APU upon
completion of the Aircraft acceptance test flight, which shall not have revealed any
condition which will cause the APU, or any module thereof, to be unserviceable
beyond the manufacturer's in-service limits as specified in the latest revision of the
relevant maintenance manual.
(b) Any FOC kits delivered to the Prior Operator which are not installed on the
Aircraft shall have been provided. On board the Aircraft, one (1) aircraft shipset of
aircraft safety devices for the landing gear downlocks (Ground Lock Safety Pins)
shall have been provided, as well as engine and pitot static covers (provided such
items were delivered with the Aircraft at the time of delivery pursuant to the Prior
Lease).
(c) All records kept by the Prior Operator during the Term and will have been
provided. Parts having been involved in any reportable accident or incident shall
have been identified.
4. Original Equipment (BFE, IFE Etc.)
Prior to the Delivery Date, any Prior Operator-furnished equipment and other proprietary
features and equipment of the Prior Operator installed upon the Aircraft, including but not
limited to the original seats and related equipment cabin-interior or cabin-related
equipment and design features such as galley, galley inserts and in-flight entertainment
and related equipment all of which were installed at delivery to the Prior Operator (“Original
Equipment”) may be removed, provided that at Delivery:
(a) such Original Equipment items have been replaced by other approved and EASA
certified equipment of equivalent utility and of a uniform standard and in
serviceable condition (the "Replacement Equipment");
(b) such Replacement Equipment items have been replaced by items which are
compliant with the modification level, Service Bulletin status, quality and standard
of the other equipment on the Aircraft and the related technical documentation
shall have been updated accordingly;
(c) all passenger entertainment systems, screens, and players will be fully operational
with full functionality and fully operational generic software in order to allow the
system to be operated as originally intended with the relevant upgrades; and
(d) the Aircraft will be in a fully functioning state capable of a full passenger service
and ready for flight as at the Delivery Date.
Schedule 3 Redelivery

On the Scheduled Expiry Date, Lessee will at its expense redeliver the Aircraft in
compliance with the terms of this Schedule 3 and the other provisions of this Agreement.
Part A
Redelivery Procedure
1. Six Month Preparation
In the six (6) months before the Scheduled Expiry Date, the Lessee and the Lessor will
work together in good faith to perform the Redelivery Procedure. This may, if the Lessor
chooses include the following actions:
(a) an inspection of the Aircraft in accordance with Clause 8.6 in addition to any
inspection that may have been performed by the Lessor within the preceding year;
(b) a full review of all Aircraft Documents. The Lessee will make all Aircraft
Documents available for inspection by the Lessor; and
(c) a cabin interior inspection by the Lessor or its agent.
2. The Lessee will consult with the Lessor as to the identity of the maintenance
facility where the maintenance and other tasks to be completed on the Aircraft in order
for it to comply with the Redelivery Condition (“Final Maintenance”) will be performed
and the proposed workscope for the Final Maintenance. The Lessor and its
representatives shall be entitled to participate in the discussions with the person
performing the Final Maintenance (including both as to technical matters and invoicing/
cost matters) and shall be entitled to attend and participate in the Final Maintenance to
the same extent as the Lessee is entitled to do so.
3. All costs of the Final Maintenance (other than those tasks which are specified in
paragraphs 1(e) and 1(h) of Part B of this Schedule 3 to be Lessor’s responsibility to pay
(“Lessor Redelivery Items”) shall be borne by the Lessee.
4. Redelivery Condition
At Redelivery, the Lessee will re deliver the Aircraft to the Lessor in the Redelivery Condition.
5. Inspection
(a) As part of the Redelivery Procedure and in order to verify that the Aircraft is in
compliance with the requirements of this Agreement, the Lessee will permit the
Lessor at least ten (10) Business Days before the Expiry Date to:
(i) conduct a detailed inspection of the Aircraft and Aircraft Documents
at the Redelivery Location,
(ii) participate in an operational ground check at the Redelivery
Location for the purposes of demonstrating the satisfactory operation of the
Aircraft. Such ground check will be carried out using the Manufacturer's
functional check guide;
(iii) take part in a Redelivery flight in accordance with the procedure set out
in the Manufacturers flight test procedure for A340 aircraft for A330-300
aircraft, to be conducted by the Lessee, using qualified flight personnel,
including permitting a representative to travel on the flight deck

Schedule 3-1
Operating Lease Agreement (MSN
1957)
 of the Aircraft as an observer subject to any Applicable Laws, for not less
than two (2) hours and, unless necessary, not more than three (3) hours in
the vicinity of the Redelivery Location for the purpose of demonstrating to
the Lessor's reasonable satisfaction, operation of the Aircraft (the
"Redelivery Flight"); and
(iv) if the Lessor so requests, perform an "FOD-only" borescope
inspection of each Engine, in accordance with the Aircraft Maintenance
Manual “AMM"), following the Redelivery Flight.
(b) During the Redelivery Flight command, care, custody and control of the Aircraft
will remain at all times with the Lessee.
(c) All flights pursuant to this Schedule 3, Part A will be made at the Lessee's expense
except that the Lessor will bear the cost of its personnel, representatives and
agents.
(d) During the inspection process under paragraphs 5(a)(i), (ii) and (iv) above, the
Aircraft will be grounded and taken out of operational service (and not thereafter
be operated).
Part B
Redelivery Condition
On the Scheduled Expiry Date the Lessee shall at its expense redeliver the Aircraft to the Lessor in
accordance with the procedures and in the condition set out below.
1. Aircraft
On the Expiry Date, the Aircraft shall be redelivered to the Lessor in the following
condition:
(a) the Aircraft shall be free and clear of all Security Interests and Permitted Liens
(other than Lessor Liens);
(b) the Aircraft shall be freshly cleaned inside and outside according to international
airline standards;
(c) the Aircraft shall be in a condition permitting commercial passenger and freight
service under the applicable airworthiness and operating regulations of the
Aviation Authority;
(d) the Aircraft shall be in good operating condition (ordinary wear and tear for
normal commercial passenger operations excepted) with all of the Aircraft
equipment, components, rotables, systems, accessories, loose equipment and parts
(including seats, galleys, IFE hardware and fully functioning software (which need
not be the Lessee's proprietary software), galley inserts and one ship set of trolleys
(if a ship set of trolleys was provided free of charge to the Lessee at Delivery)
installed and functioning in accordance with their intended use, operating within all
limits and/or guidelines as specified in the applicable documentation of the
Manufacturer, the Engine Manufacturer or any manufacturer of Parts:
(e) the Aircraft shall be compliant with all Airworthiness Directives with no waivers
to the Aviation Authority requirements which state that the applicable
Airworthiness Directives are those issued by the State of Design (i.e. Airframe:
EASA and Engines: EASA or FAA). Additionally, the Aircraft will be cleared of
Airworthiness Directives issued by the Aviation Authority, which fall due within
the next eighteen (18) months or the number of Flight Hours commensurate with
eighteen (18) months of A330 operation by the Lessee during the Term (the

Schedule 3-2
Operating Lease Agreement (MSN
1957)
 "Required Flight Hour Remaining Life") or the number of Cycles commensurate
with eighteen (18) months of A330 operation by the Lessee during the Term (the
“Required Flight Cycle Remaining Life”) after the Expiry Date. Such
Airworthiness Directives will have been performed by the Lessee on a terminating
basis (if the relevant modification kits are available) and at the Lessor's cost
provided that the Service Bulletins and kits are available within such time frame as
the Lessee may reasonably require for the Lessee to complete the relevant
Airworthiness Directive before the Expiry Date.
(f) the Aircraft shall be delivered with a valid Aviation Authority export certificate of
airworthiness from Oman (passenger transport category) without exception or
derogation save for exceptions and derogations granted due to conflicts with
EASA requirements. Lessee will deliver the Aircraft in a condition that qualifies
the Aircraft for an EASA certificate of airworthiness.
(g) in contemplation that the Lessee will cause the Aircraft to be eligible for an EASA
certificate of airworthiness at Redelivery, the Lessee shall:
(i) comply with the EASA Part M Subpart C requirements that define
the tasks that constitute maintaining of airworthiness of the Aircraft, namely:
- ensuring that aircraft maintenance is undertaken with the
approval of GAAS;
- compliance with Airworthiness Directives issued by EASA;
- ensuring that the approval of all major and minor
modifications (without prejudice to Lessee’s obligations pursuant to
Clause 8.16 (Equipment Changes)) and repairs to the Aircraft is
undertaken in accordance with EASA Part 21; and
- procuring the installation of a recording system and the
transferability of this data with the Aircraft;
(ii) except for maintenance and repairs performed in line which are
covered in paragraphs (iii) and (iv) below, procure that all base maintenances
and repairs performed on the Aircraft (including the Engines) shall have
received an EASA Part 145 certificate of release to service;
(iii) in respect of maintenance and repairs performed during line
maintenance in Singapore, procure that such maintenance or repair is
performed by an EASA Part 145 approved MRO,
(iv) at Redelivery, if the performance of maintenance tasks or repairs was
not done by a EASA Part 145 approved MRO and as such prevents the
Aircraft from obtaining an EASA certificate of airworthiness, perform at its
cost all bridging tasks required to obtain such EASA certificate of
airworthiness. In respect of maintenance tasks and repairs performed in
line outside Oman it is acknowledged that subject to the first sentence of
this paragraph (g)(iv) such maintenance tasks and repairs may be performed
without receipt of an EASA Part 145 certificate of release to service. This
paragraph (g)(iv) is without prejudice to and subject to the remaining
provisions of this Schedule 3, Part B in relation to the return conditions of
the Airframe, any Engine or any Part, and to any other provision of this
Agreement requiring EASA certification or compliance (including in
connection with modifications and repairs); and
(v) comply with any mandatory requirements of EASA which pertain to
maintaining airworthiness of Airbus A330 aircraft which are introduced
after the date of this Agreement and which the Lessor notifies to the Lessee
from time to time in writing.
(h) the Aircraft shall have been freshly stripped of paint (or sanded down if the Aircraft
had been stripped of paint within 24 months prior to Redelivery), resealed and
repainted in white or, at the Lessor's cost with the Lessee providing relevant paint
and stencils in accordance with specifications acquired by Lessor from the next
operator and provided by Lessor to Lessee. In either case the painting shall be applied
after treatment of any skin corrosion in accordance with the AMM or Structural
Repair Manual ("SRM"), to result in a uniformly smooth coloured surface in
accordance with the manufacturers standard practises. If required by the AMM or
SRM, the Lessee will, at its own cost, arrange for the Aircraft to be weighed;
(i) the fuselage shall be clean and free from major dents, abrasions and scab patches that
are temporary or loose and which are outside the limits of the SRM (or
Manufacturer’s other approved method); all Airframe repairs shall be in
compliance with the SRM and/or substantiated with an AIRBUS RAS as
applicable if any repair is beyond the Manufacturer's repair scheme and such
repairs shall have been performed on a terminating basis (if a terminating action
solution then exists), without repetitive inspection required (other than Category B
repairs as defined in SRM). External repairs will be flush if technically feasible.
The Lessee shall be permitted to perform temporary non-flush repairs during the
Term provided that during the C-Check following the performance of any such
repairs (and in any event before the Expiry Date), the Lessee reworks such repairs
in order to make such repairs permanent and flush (if technically feasible). In
relation to any flush repair to the external skin of the Airframe wing or nacelles, if the
Lessee can demonstrate to the Lessor's reasonable satisfaction that:
(i) such external flush repair is a minor repair (and "minor" in this
paragraph (i) shall mean a repair that shall require no more than fifty (50) man
hours to be completed, including access, repair, paint and testing); and
(ii) is not covered by the Lessee's or any third party's insurances,
then, provided no Default or Event of Default has occurred and is then continuing
under the Lease, the Lessor shall reimburse to the Lessee fifty per cent (50%) of
the cost of the man-hours required to complete such external flush repair, provided
that the Lessor's contribution in respect of all external flush repairs during the
Term shall not in any event exceed the cost of one thousand (1000) man-hours of
labour. Such contribution shall be made promptly after Redelivery of the Aircraft
and is subject to the Lessee providing the Lessor with reasonable evidence of the man-
hours of labour required for the relevant external flush repairs. The Lessee shall
provide the repair status with a file referring to each repair work package and sign off.
If additional action is required (e.g. recurring inspection), this should be indicated in
the maintenance records.
(j) all Life Limited Parts of the Aircraft including Engines shall have full Back-to-
Birth traceability in accordance with the MPD Airworthiness Limitation Sections
latest revision and the Engine Manual latest revision. The Lessee will not be
permitted to change any Life Limited Part unless such Life Limited Part is
required to be repaired or scrapped, in which case Lessee shall have obtained
Lessor’s approval in writing prior to making any such change. The Life Limited
Parts' movement traceability shall be in accordance with EASA AMC KA 305 (d)
(4) and AMC MA 305 (h). For all Life Limited Parts, the Lessee shall maintain log cards
that shall link, at each movement, the component with the parent component serial number
and its related accumulated total flight time and cycles;
(k) the Lessee will provide a list of removed and reinstalled components during the
Term. All components which are LRUs shall have EASA Form 1 or FAA Form 8130-
3 serviceable tags;
(I) the Aircraft shall be in a normal operating condition with all the aircraft
equipment, components and systems functioning within the limits and/or
guidelines established by the manufacturers (in the AMM or the Component Repair
Manual ("CMM") as applicable) irrespective of deviations allowed by the Master
Minimum Equipment List ("MMEL");
(m) the Aircraft shall be in the configuration specified In Part 1 of Schedule 1 (the
“Specification”) or in such other configuration as the Lessor and the Lessee may
agree;
(n) except for minor items such as emergency equipment loose equipment, electrical
and electronic equipment the Lessee shall redeliver the Aircraft's equipment without
the Lessee's special markings;
(o) there will be no fuel or water or oil leaks as checked per AMM procedures using
General Visual Inspection (GVI) and any repairs will be final in accordance with
the AMM (Airframe) or CMM (components);
(p) there will be no untreated or uncorrected fungus or corrosion including fungus or
corrosion within the fuel tanks and fuel systems and the Lessee will ensure that all
fuel tanks are tested for fungus or other contamination (through fuel sampling)
and, if required, rectified, treated and cleared in accordance with AMM
procedures;
(q) the Aircraft shall be:
(i) fresh from C-Check or equivalent C-event, and fresh from any due
task stated in Flight Hours or Cycles as defined in the MPD (including 5-
year (or 6-year it applicable) tasks packages if such task packages are due);
and
(ii) cleared of scheduled maintenance for the next C-Check interval after
Redelivery, the Required Flight Hour Remaining Life and the Required
Flight Cycle Remaining Life after Redelivery in accordance with the MPD
latest revision (Out Of Phase, Structure, Corrosion & Sampling Program),
the Airworthiness Limitations Items ("ALI") latest revision and the
Certification Maintenance Requirement ("CMR") latest revision and any
tasks mandated by any Airworthiness Directive;
(r) the Airframe shall be free from corrosion beyond the prescribed limits set out in
the AMM or SRM and shall have been adequately treated in accordance with the
AMM and SRM;
(s) the Landing Gear shall not have been changed during the Term unless required to
be overhauled or replaced for technical reasons, in which case any overhaul or
replacement shall be subject to Lessor’s prior written approval. The nose and
main Landing Gear shall have at least three thousand (3000) Cycles and twenty-
four (24) months of remaining life before the next scheduled overhaul;
(t) all the brakes shall have on average at least fifty per cent (50%) useful life
remaining with no single brake having less than fifteen per cent (15%) useful life
remaining;
(u) each hard time component or part (TCC, LLP as per MPD latest revision) shall
have at least a period equal to the next C-Check interval after Redelivery, the
Required Flight Hour Remaining Life and the Required Flight Cycle Remaining
Life remaining to the next scheduled removal. In the event that a hard time
component or part has a removal interval of less than the applicable C-Check
 interval, the Required Flight Hour Remaining Life and the Required Flight Cycle
Remaining Life, it shall have one hundred per cent (100%) life remaining;
(v) the cabin interior including carpets, galleys, lavatories, passenger service units,
ceilings, side walls, bulkheads panels and other storage bins and compartments
shall be serviceable, secure, clean and free of cracks and stains, normal wear and
tear excepted. Galley and lavatory floor coverings shall be in good serviceable
condition, effectively sealed and secure. All sidewall panels shall be free of stains
and cracks (normal wear and tear excepted), and shall be clean, secure, and
repainted as necessary. All seats shall be fully serviceable, in good condition and
properly repainted as necessary. All signs, placards, decals and markings shall be
securely installed and be clean, legible and in English. All seat covers and life
jackets shall be clean, serviceable, and in good condition, The cabin and cockpit
interior shall conform to the latest FAA fire-resistance regulations and EASA crash-
worthiness regulations and have all relevant certification records available, it
being acknowledged and agreed that his provision shall only apply if the cabin and
cockpit interior conform, at the Delivery Date, to the FAA fire-resistance regulations
and EASA crash-worthiness regulations prevailing on the Delivery Date;
(w) all cargo compartment ceiling, side wall and floor, panels shall be clean,
serviceable, in good condition and properly sealed. All rollers, nets and cargo-
restraint, moving and handling systems/mechanisms shall be in good condition and
fully serviceable. All compartments shall meet latest FAA fire-resistance
regulations and EASA crash worthiness regulations, it being acknowledged and
agreed that this provision shall only apply if the compartments conform. at the
Delivery Date to the FAA fire-resistance regulations and EASA crash-worthiness
regulations prevailing on the Delivery Date. All cargo doors shall be free moving,
correctly rigged and functioning properly and fitted with serviceable seals;
(x) Aircraft modifications: the Lessee will list all modifications (S1318, Vendor SE's,
Lessees originated modifications) performed on the Aircraft during the Term
including, reference documents With revision number and date of accomplishment
and identifying partial embodiment, if any;
(y) Lessee's originated Modifications: the Lessee will either: (i) remove such
modifications from the Aircraft without diminishing or impairing the value, utility
or airworthiness of the Aircraft; or (ii) provide evidence that it has received the
Lessor’s approval for not removing such modification and evidence that such
modification is EASA compliant. These Lessee's originated modifications will be
supported by appropriate documentation including documents defining the
modifications, EASA approvals, technical publication supplements (if applicable).
When such a modification requires recurring tasks (ag. inspection), the last and
next action shall be provided;
(z) Parts: all replacement parts must (a) be manufactured by the original manufacturer
of the replaced part (i.e., not a PMA part); (b) be of the same or a more advanced
make and model and be of the same interchangeable and mixable modification
status as the replaced part (c) have full details as to its source and maintenance
records; (d) meet all Aviation Authority regulations; and (e) be free and clear of all
Security Interests (other than Permitted Security Interests). In addition, the sum of
the weighted age average of all LRU whose cost is above $5,000 will not be in
excess of one hundred and fifteen per cent (115%) of that of the Airframe. To
calculate the weighted average of each part, the then current new price of each LRU
will be divided by (1.15 x age of aircraft in month) which will give the price of
each LRU per month. Then, for each part whose age in month is above (1.15 x age of
aircraft in month), then (price per month x months above 115% of aircraft age) will
be a minus and for each LRU whose age in months is below (1.15 x age
 of aircraft in month), then (price per month x months below 115% of aircraft age)
will be a plus.
If the sum for all LRU is negative, Lessee will change out certain LRU in order to
meet the 115% average.
If the sum for all LRU is positive, no action is required of Lessee.
(aa) the Aircraft shall be one hundred and eighty (150) minutes ETOPS compliant with
the latest CMP (Configuration and Maintenance Procedure) requirements; and
(bb) the Aircraft shall at the Lessee’s cost be redelivered with 10,000 kg of fuel in
tanks.
2. Engines
On the Scheduled Expiry Date, Lessee shall at its expense redeliver to Lessor the
Engines, installed on the Airframe, in compliance with the following redelivery
conditions:
(a) the performance of each Engine will be within the limits specified by the Engine
Manufacturer's maintenance manual and:
(i) each Engine will have an exhaust gas temperature ("EGT") margin
measured engine on wing during the final inspection at certificated take off
power (at sea level and thirty degrees centigrade (30°C) ambient
temperature) sufficient for the engine to be capable of operating without
limitation throughout the entire operating envelope, as defined in the
Aircraft flight manual, until the next scheduled Engine PRSV and EGT and
shaft speed margins will be such to allow the remaining life required in
paragraph (II) below prior to a workshop visit based on historical trend
monitoring data. Performance compliance will be demonstrated at the time
of acceptance by static inspection and testing of engines (including nacelles
and accessories) in accordance with the Maintenance Programme, which
will include the requirements as defined in the MPD and appropriate
technical documents; and
(ii) the two (2) Engines will have, based on video borescope Inspections
(performed prior to the Redelivery Flight), the mean time between engine
refurbishments, engine historical and maintenance records and trend
monitoring data and take off power test, an estimated remaining time before
next scheduled removal (on average) of at least a period equal to the next C-
Check interval after Redelivery, the Required Flight Hour Remaining Life
and the Required Flight Cycle Remaining Life and no single Engine shall
have less than twelve (12) months, sixty-six per cent (66%) of the Required
Flight Hour Remaining Life and sixty-six per cent (66%) of the Required
Flight Cycle Remaining Life so remaining; and
(iii) no Engine will be required by the Engine Maintenance Manual to be
subjected to repeat borescope inspection intervals which are more frequent
than the borescope inspection intervals for an engine without defect.
(b) the Engine performance system will not indicate a rate of performance
deterioration higher than industry data for the past ninety (90) days.
(c) each Engine shall have undergone a full hot and cold section video borescope
inspection (performed prior to the Redelivery Flight) undertaken by the Lessor's
authorised representative in accordance with the procedures for inspection
specified in the AMM or Engine Maintenance Manual which will confirm that
 such Engine has no defects which (a) are beyond the limits set out in the AMM (b)
are beyond the limits approved by the Engine Manufacturer or (c) require special
inspection or check requirements which are specific to that Engine (as opposed to
all engines of that type),
(d) a take-off power test on each Engine in accordance with AMM procedures will be
performed at the Lessee's expense;
(e) the Lessee shall make available to the Lessor or its authorised representative
during its ground inspection all relevant engine service-history records, trend
monitoring (engine condition monitoring) and repair/overhaul data and shall take
appropriate action necessary to ensure that each Engine shall meet each of the
following conditions:
(i) in case of in-flight shutdowns (gas path related) or in-flight basic
compressor stalls (gas path related) within the last one thousand (1,000) Flight
Hours of use or since last Engine PRSV, whichever period is shorter prior to
the Expiry Date, the Lessee shall, prior to the Expiry Date, have investigated
and taken corrective action as necessary following any such occurrence of in-
flight shutdown or compressor stall and shall provide the Lessor, or its
representative with evidence of corrective action taken; and
(ii) oil consumption of each Engine, measured within one hundred (100)
Flight Hours prior to the Expiry Date or since last Engine PRSV, whichever
period is shorter, shall be, within the limits defined by the Engine
Manufacturer. In the event oil consumption Is in excess of such limits, the
Lessee shall take corrective action to meet the approved limits;
(f) Engine modules: the Lessee shall not have swapped any engine module unless the
module was required to be refurbished for technical reasons, in which case any
refurbishment shall be subject to Lessor’s prior written approval;
(g) Engine LLPs: no Engine LLP shall have been changed during the Term unless
required to be repaired or scrapped for technical reasons, in which case any repair
or replacement shall be subject to Lessor’s prior written approval;
(h) for each Engine, the average consumed cycles of the set of fan blades shall not
exceed 105% of the Airframe cycles on which the Engine is fitted on, with no
individual fan blade having consumed more than 120% of such Airframe cycles;
(i) for each Engine, the average consumed cycles of the set of annulus fillers shall not
exceed 105% of the Airframe cycles on which the Engine is fitted on, with no
individual annulus filler having consumed more than 120% of such Airframe
cycles;
(j) the maintenance records shall contain all LLPs' installation/removal dates together
with corresponding TSN, CSN of the module in which the relevant LLP is installed
and also identify for each movement the engine type (e.g. thrust rating), Engine S/ N,
TSN, CSN);
(k) Engine repairs: (i) shall be in compliance with the Engine Manual or shall have
been approved by the Engine Manufacturer if any repair is beyond the Engine
Manufacturer’s repair scheme and (ii) shall have been performed on a terminating
basis (if a terminating action solution then exists), without repetitive inspection
required;
(I) Engine records: the Lessee shall make available Engine log books, including
Flight Hours, Cycles, Engine change data (date of removal/installation, reason for
removal, Engine Total Time and Cycles at removal installation) and Engine PRSV
 performed (if any). The Lessee shall track the engine module history. In the event
that no accident/incident has occurred, the Lessee will provide a non-accident/
incident statement, otherwise the Lessee wilt provide a detailed statement relating
to the engines involved in any such accident/incident; and
(m) Engine Changes: the Aircraft must be returned with the Engines installed at
Delivery (or with any Engine installed that has replaced such Engine in accordance
with the terms of this Agreement).

3. Further Redelivery Conditions

(a) The APU shall have no more than eighteen months utilised since the last APU
performance restoration work and will be serviceable and in good operating
condition with all air and temperature outputs operating within the manufacturer’s
guidelines and shall exhibit no adverse trends during the six months prior to the
Expiry Date (as per data to be supplied by the Lessee if such data is usually
recorded by the Lessee), The Lessor will observe the Lessee perform a video
borescope inspection of the APU upon completion of the Aircraft acceptance test
flight which shall not reveal any condition which will cause the APU, or any
module thereof, to be unserviceable beyond the manufacturer's in-service limits as
specified in the latest revision of the relevant maintenance manual.
(b) Any FOC kits delivered to the Lessee which are not installed on the Aircraft shall
be provided to the Lessor and the Lessee shall deliver to the Lessor on board the
Aircraft one (1) aircraft shipset of aircraft safety devices for the landing gear
downlocks (Ground Lock Safety Pins), as well as engine and pitot static covers
(provided such items were delivered with the Aircraft).
(c) All records will be kept by the Lessee during the Term (in accordance with Clause
8.9 (Records) and will be provided to the Lessor at the end of the Term. Parts
having been involved in any reportable accident or incident shall be identified.
Schedule 4 Insurance Requirements

1 The Insurances required to be maintained are as follows:

(a) HULL “ALL RISKS” of loss or damage while flying and on the
ground with respect to the Aircraft for the Agreed Value and with a deductible not
exceeding the Hull Insurance Deductible.

(b) HULL WAR AND ALLIED PERILS, covering those war risks
excluded from the Hull “All Risks” Policy to the extent such coverage is available
from the London, New York or other leading international aviation insurance
markets, including confiscation and requisition by the State of Registration, for the
Agreed Value with (form LSW555D exclusions being acceptable except to the
extent applying while the Aircraft is under power and except to the extent that
coverage in respect of such exclusion is commercially available in the insurance
market on the terms set out in Section 9.8);

(c) “ALL RISKS” PROPERTY INSURANCE (INCLUDING WAR AND

ALLIED RISK except when on the ground or in transit other than by air or sea) on all
Engines and Parts when not installed on the Aircraft (to the extent not covered under the
Aircraft hull insurances described in paragraphs (a) and (b) above), including Engine test
and running risks, in an amount equal to replacement value in the case of the Engines;
and

(d) AIRCRAFT THIRD PARTY, BODILY INJURY/PROPERTY DAMAGE,

PASSENGER, BAGGAGE, CARGO AND MAIL AND AIRLINE GENERAL THIRD
PARTY (INCLUDING PRODUCTS) LEGAL LIABILITY for a combined single limit
(Bodily Injury/Property Damage) of an amount not less than the Minimum Liability
Coverage for the time being in respect of any one occurrence (but, in respect of products
liability, this limit may be an aggregate limit for any and all losses occurring during the
currency of the policy); War and Allied Risks are also to be covered under the Policy to
the extent available in the leading international insurance markets. The Minimum
Liability Coverage may be adjusted upwards from time to time to such an amount as
Lessor may be advised by its insurance brokers constitutes the standard Minimum
Liability Coverage applicable to aircraft of the make, model and series as the Aircraft
operating internationally by an airline similarly situated as Lessee. If Lessee disputes any
such adjustment, the matter shall be referred to a reputable independent insurance broker
appointed by Lessor, whose decision, acting as expert, shall be conclusive and binding on
Lessee.

2 All required hull and spares insurance specified in Sections 1(a), 1(b) and 1(c)
above, so far as it relates to the Aircraft, will:

(a) provide that any loss will be settled with Lessee (who undertakes to
consult with Lessor in regard thereto), and any claim that becomes payable on
Schedule 4-1
Operating Lease Agreement (MSN
1957)
 the basis

Schedule 4-1
Operating Lease Agreement (MSN
1957)
 of a Total Loss shall be paid in Dollars to Lessor (unless or until the Lessor notifies
Lessee that said payments should be made to a Financing Party) as loss payee up to the
Agreed Value, and loss proceeds in excess of the Agreed Value shall be payable to
Lessee, with any other claim being payable as may be necessary for the repair of the
damage to which it relates;

(b) if separate Hull “All Risks” and “War Risks” insurances are
arranged, include a 50/50 provision in the terms of Lloyd’s endorsement AVS103
or its equivalent;.

3 All required liability insurances specified in Section 1(d) above will:

(a) include the Indemnitees as additional insureds for their respective

rights and interests; but the coverage provided will not include claims arising out of
their legal liability as manufacturer, repairer or servicing agent of the Aircraft or
any Engine or Part;

(b) include a severability of interest clause;

(c) contain a provision confirming that the policy is primary without

right of contribution and that the liability of the insurers will not be affected by any
other insurance of which any Indemnitee or Lessee have the benefit; and

(d) accept and insure the indemnity provisions of this Agreement to the
extent of the risks covered by the relevant policy or policies.

4 All Insurances specified in Sections 1(a) through (d) above will:

(a) be in accordance with normal industry practice of air carriers

operating similar equipment in similar operations and who are similarly situated
with Lessee;

(b) provide coverage on a worldwide basis subject to those territorial

exclusions which are usual and customary for carriers similarly situated with
Lessee in the case of War Risks and Allied Perils coverage which are advised to
and approved by Lessor, such approval not to be unreasonably withheld;

(c) acknowledge that the insurers are aware that the Aircraft is owned by
Owner and is subject to this Agreement;

(d) provide that, in relation to the interests of each of the additional

insureds, the Insurances will not be invalidated by any act or omission of the
Insured which results in a breach of any terms, conditions or warranty of the
policies;

(e) provide that the Insurers will waive any rights of recourse and/or

Schedule 4-2
Operating Lease Agreement (MSN
1957)
 subrogation against each additional insured to the same extent that Lessee has
waived or has no rights of recovery against such additional insured in the Lease;

Schedule 4-3
Operating Lease Agreement (MSN
1957)
 (f) provide that the additional insureds will have no obligation or
responsibility for the payment of any premiums (but reserve the right to pay the
same should any of them elect to do so) and that the Insurers will waive any right
of offset or counterclaim against the respective additional insureds other than for
outstanding premiums in respect of the Aircraft, any Engine or Part;

(g) provide that, except in the case of any provision for cancellation or
automatic termination specified in the policies or endorsements thereof, the
Insurance can only be cancelled or materially altered in a manner adverse to the
additional insureds by giving at least thirty (30) days’ written notice to Lessor and
each Financing Party, except in the case of war risks, for which seven (7) days’
written notice (or such lesser period as is or may be customarily available in
respect thereof) will be given.

5 Where any provision of this Schedule 4 conflicts with the provisions of the airline
finance/lease contract Endorsements AVN67B, AVN67B (Hull War), and AVN99 (Tail Cover
Continuing Liability) adopted by the Lloyd’s Aviation Underwriter’s Association (or any
successor endorsements), Lessor agrees that the provisions of AVN67B, AVN67B (Hull War) and
AVN99 (Tail Cover Continuing Liability), respectively, or any successor endorsements will
apply to the exclusion of the provisions of this Schedule 4. For purposes of each of AVN67B,
AVN67B (Hull War), and AVN99 (Tail Cover Continuing Liability), the “Designated Contract
Party” will be Merced Capital, L.P., as servicer to Lessor.

6 All Reinsurances will:

(a) be on the same terms as the Insurances and will include the
provisions of this Schedule and at levels of not less than 100% of the insurances
required to be maintained hereunder;

(b) provide that, notwithstanding any bankruptcy, insolvency,

liquidation, dissolution or similar proceedings of or affecting the reinsured, the
reinsurers’ liability will be to make such payment as would have fallen due under
the relevant policy of reinsurance if the reinsured had (immediately before such
bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged
its obligations in full under the original insurance policies in respect of which the
then relevant policy of reinsurance has been effected; and

(c) contain a “cut-through” clause in the following form (or such other
form as is reasonably satisfactory to Lessor):

“The Reinsurers and the Reinsured hereby agree that in the event of any
valid claim arising hereunder, the Reinsurers shall in lieu of payment to the
Reinsured, its successors in interest and assigns pay to the party(ies) identified as
Contract Party(ies) under the original insurance effected by the Insured that
portion of any loss due for which the Reinsurers would otherwise be liable to pay
 the Reinsured (subject to proof of loss), it being understood and agreed that any
such payment by the Reinsurers shall fully discharge and release the Reinsurers
from any and all further liability in connection therewith.

To provide for payment to be made notwithstanding (a) any bankruptcy,

insolvency, liquidation or dissolution of the Reinsured, and/or (b) that the
Reinsured has made no payment under the original insurances.

The Reinsurers reserve the right to set off against any claim payable under
the Reinsurance policy in accordance with this Clause any outstanding premiums
(applicable to the Equipment involved in the Loss) covered by the original
insurance. Such set off shall first be applied to any financial interest of the
Insured in the Equipment involved.

If Reinsurers exercise their right to set off any outstanding premium, upon
subsequent receipt by Reinsurers of such outstanding premium, Reinsurers hereby
agree to refund the set off premium to the Contract Part(ies).

Any payment due under this Clause shall not contravene any law, statute
or decree of the State of Organization.”

7 For insurance coverage that includes the AVN67B endorsement (or the
substantive equivalent), the Contract Parties and Additional Insureds (their addressees) and the
Contracts that should be identified in the insurance/reinsurance certificates are set forth in the
Notice and Acknowledgment.
Schedule 5 Schedule of Principal Economic Terms

Agreed Values $ Airframe

$ Engine msn [V11421]
$ Engine msn [V11423]

Basic Rent Amount $275,000 per Rental Period.

Engine pro rata portion of

Basic Rent (for Section
8.22 Unserviceability
Compensation)
Security Deposit $550,000.

Damage Notification $50,000

Threshold

Hull Insurance $250,000.

Deductible

Minimum Liability $1,000,000,000 each occurrence but in the annual aggregate in

respect of products and third party war and allied risks legal
liability insurance.

Supplemental Rent Rates

Table 1

Supplemental Rent Rate (adjustable as provided in

Component Section 5.4)
 Airframe 6-Year
US$ 19,167/Month
Check Rate
12-Year US$ 10,799/Month
Check Rate
Engine PRSV
Supplemental For each Engine, as shown in Table 2 Below
Rent Rate
Engine LLP US$ 575 / Cycle (per Engine)
Supplemental
Rent Rate
Landing Gear
Supplemental US$ 11,750 / month
Rent Rate
APU
Supplemental US$ 51 / APU Hour
Rent Rate

Table 2
All rates shown below are in 2019 U.S. Dollars. Rates are for each Engine.

Effective Derate
-1% 1% 3% 5% 7% 9% 10% 11% 13% 15%
Flight Hour:
Cycle 2 771 747 735 718 713
3 551 534 519 495 485
4 472 439 426 412 390 371
5 433 401 374 361 350 330 317
6 412 382 354 330 320 311 295 285
7 452 402 371 343 321 300 293 285 273 266
8 412 368 341 317 297 281 274 268 260 255
9 383 341 318 297 281 266 262 257 252 249

Schedule 5-2
Operating Lease Agreement (MSN
1957)
 Schedule 6-1
Operating Lease Agreement (MSN
1957)
Exhibit A Form of Certificate of Technical Acceptance

Certificate of Technical Acceptance

This Certificate of Technical Acceptance is delivered on the date set forth in paragraph 1 below
by OMAN AIR SAOC (“Lessee”) to VIKING LEASING 1427 DESIGNATED ACTIVITY
COMPANY (“Lessor”) pursuant to that certain Operating Lease Agreement, dated as of July
, 2019, between Lessor and Lessee (the “Lease Agreement”). Capitalized terms used but not
defined in this Certificate of Technical Acceptance shall have the meaning given to such terms in
the Lease Agreement.

1 Details of Technical Acceptance

Lessee hereby confirms to Lessor that Lessee has at : .m. G.M.T. on this day
of , 20 , at [Insert Technical Acceptance Location], technically accepted the following,
in accordance with the provisions of the Lease Agreement.

(a) one Airbus A330-343 aircraft, bearing manufacturer’s serial number 1427
and

[ ] registration mark [Insert Current Registration Mark];

(b) Two Trent Model 772B-60 engines, bearing engine serial numbers 42155
and 42231;

(c) one [Insert APU Manufacturer] Model [Insert APU Model] APU bearing
manufacturer’s serial number [Insert Serial Number];

(d) all Parts installed on, attached to or appurtenant to the Airframe and
Engines as set forth on Annexes 4 and 6; and

(e) the Aircraft Documents specified in Annex 5;

subject to the items listed as discrepancies in Annex 2 and the agreed remedies in
respect of such discrepancies set out in Annex 2.

3 Delivery Date

The delivery date of the Aircraft will be the date on which the Aircraft is delivered
pursuant to clause 4.2(c) of the Lease Agreement and the Lessor and the Lessee have executed
the Lease Supplement.

[Signature Page Follows]

Exhibit A-1
Operating Lease Agreement (MSN
1957)
IN WITNESS WHEREOF Lessor and Lessee have executed this Certificate of Technical
Acceptance on the date set forth in Section 1 of this Certificate.

SIGNED on behalf of OMAN AIR

SAOC

By:

Name:
Title:

SIGNED on behalf of VIKING

LEASING 1427 DESIGNATED
ACTIVITY COMPANY

By:

Name:
Title:
ANNEX 1
STATUS OF AIRCRAFT

AIRFRAME:

Date Hours Cycles

Current:

Last C-Check:
Last 6-Year Check:

Last 12-Year Check:

ENGINES:

Position/ Remaining to Next

Serial Number Current: Last PRSV: LLP Removal:

Hours Cycles Date Hours Cycles Cycles
1. 42155

2. 42231
– –

APU: – –

Current: Last Overhaul:

Serial Number Hours Cycles Date Hours Cycles

1.

LANDING GEAR:

Annex 1-1
Operating Lease Agreement (MSN
1957)
 Current: Last Overhaul:
Position Serial Number Hours Cycles Date Hours Cycles
Nose:
L e f t
M a i n :
Right –
Main: –

–––––– –––––– –––––– –––––– ––––––

Fuel on board at Technical Acceptance: (circle one) pounds / kilograms (

gallons)
ANNEX 2
DISCREPANCIES

Description of Discrepancy Agreed Corrective Action

1. 1.

2. 2.

Annex 2-
Operating Lease Agreement (MSN
1957)
ANNEX 3
ENGINE LLPS

Part Description Cycles For Engine [•1 Cycles For Engine [•1
ANNEX 4
LOOSE EQUIPMENT AND ACCESSORIES

[TO BE INSERTED]
ANNEX
AIRCRAFT DOCUMENTS

[TO BE INSERTED]

Annex 4-2
Operating Lease Agreement (MSN
1957)
ANNEX 6
AIRCRAFT STATUS – AVIONICS INVENTORY

[TO BE INSERTED]

Annex 6-1
Operating Lease Agreement (MSN
1957)
Exhibit B Form of Deregistration Power of Attorney

DEREGISTRATION POWER OF ATTORNEY

OMAN AIR SAOC, a company duly organized and validly existing under the laws of
Oman (the “Lessee”) hereby agrees as follows:

WHEREAS:

The Lessee and VIKING LEASING 1427 DESIGNATED ACTIVITY COMPANY (the
“Lessor”) (together with its successors and assigns) have entered into an Aircraft Lease
Agreement dated July , 2019 (as amended and supplemented from time to time the
“Agreement”) in respect of one (1) Airbus A330-343 aircraft, bearing manufacturer’s serial
number 1427 and registration mark [REG], together with two (2) installed Rolls-Royce Trent
772B-60 engines bearing manufacturer’s serial numbers 42155 and 42231, as those engines may
from time to time be replaced pursuant to the terms of the Agreement (such aircraft and engines,
together with all of the maintenance, overhaul and airworthiness records relating thereto,
collectively the “Aircraft”).

NOW, THEREFORE, the Lessee hereby agrees as follows:

1. In this Deregistration Power of Attorney words and expressions

defined in the Agreement shall have the same meanings when used herein.

2. In consideration of the Lessor leasing the Aircraft to the Lessee and

as security for the obligations of the Lessee under the Agreement (the
“Obligations”), the Lessee hereby by way of security confers an irrevocable and
unconditional power of attorney in favour of the Lessor on the terms of this
Deregistration Power of Attorney.

3. This Deregistration Power of Attorney may be exercised by the

Lessor only upon the occurrence and during the continuation of an Event of
Default.

4. The Lessor, in exercising the powers hereunder is entitled to do,

without limitation, the following:

(a) to release, terminate, cancel and/or de-register any and all of the
interests of the Lessee in the Aircraft as may be recorded or otherwise registered
with the Aviation Authority or any other relevant registry;

(b) to deregister, export and/or consent to the transfer (to any registry
inside or outside Oman) of the registration of the Aircraft and all other Engines or
Parts in use at the time of such transfer thereon or therein, such transfer to be on
such terms and conditions as may be determined by the Lessor in its absolute
discretion;
Exhibit B-1
Operating Lease Agreement (MSN
1957)
 (c) to represent the Lessee wheresoever and whatsoever in all matters
and affairs in connection with the deregistration of the Aircraft (including on the
aircraft register maintained by the Aviation Authority);

(d) to remove the Aircraft from Oman and to submit a report to and
apply for and obtain permits, licenses or approvals from any governmental
authorities of Oman with respect to any of the above matters so that the Lessor is
empowered to do and perform all things which the Lessee is now or would
hereafter be entitled and empowered to do and perform as operator of and in
connection with the Aircraft, without any exception, in relation to those matters, all
for the account of the Lessee; and/or

(e) to generally do any and all such acts and things and to sign, seal (if
appropriate), deliver or execute any and all documents, agreements, applications,
consents or other instruments of whatsoever nature as the Lessor considers in its
absolute discretion necessary or advisable in connection with any or all of the
matters referred to in paragraphs (a) to (d) inclusive above.

5. The Lessor is authorised to delegate to such person or persons as it

may choose the exercise of any or all of the powers conferred on them under this
Deregistration Power of Attorney.

6. The powers conferred by the Lessee in this Deregistration Power of

Attorney (being coupled with the interest of the Lessor in the Aircraft) are
irrevocable and unconditional and are granted for value and secure proprietary
interests in the Aircraft and the performance of the Obligations and shall not
terminate until the date upon which the Aircraft has been redelivered from the
Lessee to the Lessor and deregistered from the register of aircraft maintained by
the Aviation Authority in the State of Registration in accordance with the
Agreement.

7. No failure or delay on the part of the Lessor to exercise, and no delay

in exercising any right, power or privilege under this Deregistration Power of
Attorney shall operate as a waiver thereof, nor shall the exercise of any right,
power of privilege under this Deregistration Power of Attorney preclude any other
or further exercise thereof or the exercise of any other right, power or privilege.

8. The Lessee undertakes to ratify and confirm any action reasonably

and lawfully undertaken by the Lessor or its designees in accordance with the
powers conferred by the Lessee in this Deregistration Power of Attorney.

9. References in this Deregistration Power of Attorney to the “Lessee”

shall be construed to include its successors in title and any administrator or
liquidator of the Lessee.
 10. The powers as set out in this Deregistration Power of Attorney shall
become effective from the date hereof.
 11. This Deregistration Power of Attorney and any non-contractual
obligations connected with it, shall be governed by and construed in accordance
with the laws of Oman.
 IN WITNESS WHEREOF, the Lessee has executed and delivered this Power of Attorney
on this day of 2019.

THE COMMON SEAL of )

OMAN AIR SAOC )

)
is hereunto affixed )

in witness whereof )
.

Exhibit C-1
Operating Lease Agreement (MSN
1957)
Exhibit C Form of Status Report

Monthly Utilisation Report (MSN 1427)

UTILISATION PERIOD: XXXX to XXXX

To: Merced Capital, L.P.

c/o Langdon Asset Management

CONTACT: gwlangdon@aol.com

Date:

Airframe Status

Aircraft Serial Number: 1427

Registration Number: Utilization Month / Year:

Lease Commencement: Total Airframe Hours:

Lease Expiry: Total Airframe Cycles:

Hours during reporting Period:

Cycles During Reporting Period:

Engine Maintenance Status Position 1 Position 2

Serial Number:

Engine Status (installed, shop, storage, other):

Current Airframe and Position fitted to:

Flight Hours during reporting Period:

Cycles during reporting Period:

Total Time Since New:

Total Cycles Since New:

Exhibit D-1
Operating Lease Agreement (MSN
1957)
Date of Installation:

Total Time at Installation:

Total Cycles at Installation:

Date of last Overhaul Shop Visit:

Time since last Overhaul:

Cycles since last Overhaul:

Cycles remaining to Limiting LLP:

Estimated next Overhaul Shop Visit (Module, Year and Month)):

Date of last Shop Visit (other than Overhaul):

Reason for last Shop Visit:

APU Maintenance Status

Part Number:

Serial Number:

APU Hours during reporting Period:

Cycles during reporting Period:

Total Time Since New:

Total Cycles Since New:

Date of Installation:

Total Time at Installation:

Total Cycles at Installation:

Date of Last Overhaul Shop Visit:

Time since last Overhaul:

Cycles since last Overhaul:

Date of last Shop Visit (other than Overhaul):

Reason for Last Shop Visit:

Landing Gear Maintenance Status LH MLG RH MLG NOSE MLG

Part Number:

Serial Number:

Date of Manufacture or Installed New:

Calendar Days Since New:

Cycles Since New:

Date of Installation:

Total Calendar Days at Installation:

Total Cycles at Installation:

Date of Last Overhaul:

Total Calendar Days at last Overhaul:

Total Cycles at last Overhaul:

Total Calendar Days remaining to next Overhaul:

Total Cycles remaining to next Overhaul:

Maintenance Programme Accomplishment

Check Type Last Accomplishment Hours & Cycles at last CRS Estimated next Check due Calendar Estimated Hours &
Cycles

Date of CRS

A Check:

18 Months:
36 Month:

C1:

C2:

6 year:

Major Maintenance / Damage Notification Threshold/Details of any accomplishment of SB/

Modification/ Incident damage:

EGT Margin Trend Data:

Name:

Title:
Exhibit D Form of Redelivery Certificate

Redelivery Certificate

This Redelivery Certificate (“Redelivery Certificate”) is delivered on the date set forth
in paragraph 1 below by VIKING LEASING 1427 DESIGNATED ACTIVITY COMPANY
(“Lessor”) to OMAN AIR SAOC (“Lessee”) pursuant to that certain Operating Lease
Agreement, dated as of July , 2019, between Lessor and Lessee (the Lease). Capitalized
terms used but not defined in this Redelivery Certificate shall have the meanings given to such
terms in the Lease.

1. Lessor hereby confirms to Lessee that Lessor has at : G.M.T. on this

day of , 20 , at , accepted the following as further described in Annex 1:

(a) one AIRBUS A330-343 aircraft bearing manufacturer’s serial

number 1427 and [ ] registration mark [Insert Registration Mark];

(b) two Rolls-Royce Model Trent 772B-60 engines, bearing engine

serial numbers 42155 and 42231;

(c) one [Insert APU Manufacturer] Model [Insert APU Model] APU
bearing manufacturer’s serial number [Insert Serial Number];

(d) all Parts installed on, attached to or appurtenant to the Airframe and
Engines;

(e) the Aircraft Documents specified in Annex 3;

thereupon the leasing of such property under the Lease was terminated.

2. Lessor and Lessee hereby confirm that on the date and time hereof the Aircraft
was duly accepted by Lessor subject to correction of the discrepancies noted in Annex 2.

IN WITNESS WHEREOF, the parties hereto have caused this Redelivery Certificate
for MSN 1427 to be executed in their respective corporate names by their duly authorized
representatives as of the day and year first above written.

SIGNED on behalf of OMAN AIR

SAOC

By:

Exhibit E- 1
Operating Lease Agreement (MSN
1957)
Name:
Title:
SIGNED on behalf of VIKING LEASING
1 4 2 7 D E S I G N AT E D A C T I V I T Y
COMPANY

By:

Name:
Title:
ANNEX 1
STATUS OF AIRCRAFT

AIRFRAME:

Date Hours Cycles

Current:

Last C-Check:
Last 6-Year Check:

Last 12-Year Check:

ENGINES:

Position/

Serial Number Current: Last PRSV:

Hours Cycles Date Hours Cycles
1. 42155
2. 42231

APU: –
–

Current: Last Overhaul:

Serial Number Hours Cycles Date Hours Cycles

––––– –––––– –––––– –––––– –––––– ––––––

LANDING GEAR:
 Current: Last Overhaul:

Position Serial Number Hours Cycles Date Hours Cycles

Nose:
L e f t
M a i n:
Right –

Main: –

Fuel on board at Technical Acceptance: (circle one) pounds / kilograms (

gallons)
 ANNEX 2
DISCREPANCIES

Description of Discrepancy Agreed Corrective Action

1. 1.
2. 2.

EXHIBIT E
Page 6
Operating Lease Agreement (MSN
1957)
ANNEX 3
AIRCRAFT RECORDS
Exhibit E Form of Lease Supplement

Lease Supplement

This Lease Supplement is delivered on the date set forth in paragraph 1 below by OMAN
AIR SAOC (“Lessee”) to VIKING LEASING 1427 DESIGNATED ACTIVITY COMPANY
(“Lessor”) pursuant to that certain Operating Lease Agreement, dated as of July , 2019,
between Lessor and Lessee (the “Lease Agreement”). Capitalized terms used but not defined in
this Lease Supplement shall have the meaning given to such terms in the Lease Agreement.

1 Details of Delivery

Lessee hereby confirms to Lessor that Lessee has at : .m. G.M.T. on this day
of [Insert Month], 20[xx], at [Insert Delivery Location], taken Delivery of the following, in
accordance with the provisions of the Lease Agreement.

(a) one Airbus A330-343 aircraft, bearing manufacturer’s serial number

1427 and [ ] registration mark [Insert Registration Mark];

(b) Two Rolls-Royce Model Trent 772B-60 engines, bearing engine

serial numbers 42155 and 42231;

(c) one [Insert APU Manufacturer] Model [Insert APU Model] APU
bearing manufacturer’s serial number [Insert Serial Number];

(d) all Parts installed on, attached to or appurtenant to the Airframe and
Engines as set forth on Annexes 4 and 6 of the Certificate of Technical Acceptance;
and

(e) the Aircraft Documents specified in Annex 5 of the Certificate of

Technical Acceptance,

in each case in the condition more particularly described in Annexes 1 and 3 of the Certificate of
Technical Acceptance and subject to the items listed as discrepancies and the agreed remedies in
respect of such discrepancies set out on Annex 1.

Exhibit F-1
Operating Lease Agreement (MSN
1957)
2 Lessee’s Confirmation

Lessee confirms to Lessor that as at the time indicated above, being the time of Delivery:

(a) Lessee’s representations and warranties contained in Sections 2.1

and 2.2 of the Lease Agreement are hereby repeated by reference to the facts and
circumstances existing at this time;

(b) the Aircraft is insured as required by the Lease Agreement; and

(c) that there have been affixed to the Aircraft and the Engines the fireproof
notices required by the Lease Agreement.

3 Lessor’s Confirmation

Lessor confirms to Lessee that, as at the time indicated above, being the time of
Delivery, Lessor’s representations and warranties contained in Section 2.4 of the Lease
Agreement are hereby repeated by reference to the facts and circumstances existing at
this time.

4 Delivery Date

Lessor and Lessee agree and confirm that the date set forth in Section 1 of this
Lease Supplement is the “Delivery Date” for purposes of the Lease Agreement.

[Signature Page Follows]

 IN WITNESS WHEREOF Lessor and Lessee have executed this Lease Supplement on
the date set forth in Section 1 of this Lease Supplement.

SIGNED on behalf of OMAN AIR SAOC

By:

Name:
Title:

SIGNED on behalf of VIKING LEASING

1 4 2 7 D E S I G N AT E D A C T I V I T
Y COMPANY

By:

Name:
Title:
 ANNEX 1
DISCREPANCIES

Description of Discrepancy Agreed Corrective Action

1. 1.
2. 2.

Exhibit G-1
Operating Lease Agreement (MSN
1957)