Aircanada Contract

REDACTED VERSION
CANADA JETLINES OPERATIONS LTD.

ACL 2018-033 e (Canada Jetlines 2594)
One Airbus A320-200 MSN 2594
(Scheduled Delivery: On or about March 14, 2019)
AIRCRAFT LEASE AGREEMENT
Dated as of June 12, 2018
BETWEEN
as LESSEE
and
MENELAUS I LIMITED
as LESSOR
Aircraft Make and Model: Used Airbus A320-200

Aircraft Manufacturer's Serial Number: 2594
Model of Engines: IAE V2527-A5
REDACTED VERSION
Table of Redactions
Item Description
1. Confidential and commercially sensitive operational data
2. Confidential and commercially sensitive terms
3. Confidential bank account information
4. Confidential contact information

TABLE OF CONTENTS
Page
ARTICLE 1 DELIVERY SUMMARY ....................................................................................2

1.1 Description of Aircraft .............................................................................................2
1.2 Scheduled Delivery Date and Location ...................................................................2
1.3 Initial Country of Aircraft Registration ...................................................................2
ARTICLE 2 DEFINITIONS.....................................................................................................3
2.1 Definitions................................................................................................................3
2.2 Construction and Interpretation .............................................................................16
ARTICLE 3 PLACE AND DATE OF DELIVERY ..............................................................17
3.1 Place of Delivery....................................................................................................17
3.2 Scheduled Delivery Date .......................................................................................17
3.3 Delivery Subject to Prior Lessee Delivery.............................................................17
3.4 No LESSOR or Relevant Party Liability ...............................................................17
3.5 Total Loss of Aircraft Prior to Delivery ................................................................17
3.6 Cancellation for Delay ...........................................................................................17
ARTICLE 4 LEASE TERM ...................................................................................................18
4.1 Lease Term.............................................................................................................18
4.2 "Expiration Date" ...................................................................................................18
4.3 "Termination Date" ................................................................................................18
4.4 Survival ..................................................................................................................18
ARTICLE 5 RENT AND OTHER PAYMENTS ..................................................................19
5.1 Security Deposit .....................................................................................................19
5.2 Transaction Fee ......................................................................................................19
5.3 LESSOR Costs .......................................................................................................19
5.4 Base Rent ...............................................................................................................20
5.5 Maintenance Rent ..................................................................................................20
5.6 Supplemental Rent for Excess Cycles ...................................................................21
5.7 LESSOR's and LESSEE's Bank Account Information ..........................................22
5.8 Default Interest.......................................................................................................22
5.9 No Deductions or Withholdings ............................................................................22
5.10 [REDACTED: Item 2] ...........................................................................................23
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5.11 Wire Transfer Disbursement Report ......................................................................23
5.12 Net Lease ...............................................................................................................23
5.13 [REDACTED: Item 2] ...........................................................................................24
5.14 LESSOR Performance of LESSEE Obligation......................................................24
5.15 Consideration for Rent and Other Amounts ..........................................................24
5.16 [REDACTED: Item 2] ...........................................................................................24
ARTICLE 6 DELIVERY CONDITION AND INSPECTION OF AIRCRAFT ...................25
6.1 LESSEE Selection of Aircraft ...............................................................................25
6.2 Condition at Delivery.............................................................................................25
6.3 LESSEE Inspection of Aircraft at Delivery ...........................................................25
6.4 Delivery of Aircraft to LESSEE ............................................................................25
6.5 Delay or Failure in Acceptance..............................................................................25
6.6 Deregistration .........................................................................................................25
ARTICLE 7 PRE-DELIVERY, DELIVERY AND POST-DELIVERY
REQUIREMENTS ............................................................................................26
7.1 Pre-Delivery Requirements ....................................................................................26
7.2 Delivery Requirements ..........................................................................................28
7.3 Post-Delivery Requirements ..................................................................................29
ARTICLE 8 DISCLAIMERS AND WAIVERS ....................................................................31
8.1 "As Is, Where Is" ...................................................................................................31
8.2 Waiver of Warranty of Description .......................................................................31
8.3 LESSEE Waiver and Disclaimer ...........................................................................32
8.4 Conclusive Proof....................................................................................................32
8.5 No Liability to Repair or Replace ..........................................................................32
8.6 No Waiver ..............................................................................................................33
8.7 Consideration for Disclaimers and Waivers ..........................................................33
ARTICLE 9 MANUFACTURERS' AND VENDORS' WARRANTIES ..............................34
9.1 Warranties ..............................................................................................................34
9.2 Warranties for Work Performed During Lease Term ............................................34
9.3 Reassignment .........................................................................................................34
ARTICLE 10 OPERATION OF AIRCRAFT ..........................................................................35
10.1 Costs of Operation .................................................................................................35
10.2 Compliance with Laws ..........................................................................................35
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10.3 Training ..................................................................................................................35
10.4 No Violation of Insurance Policies ........................................................................35
10.5 Flight, Airport and ETS Charges ...........................................................................35
10.6 Habitual Base .........................................................................................................36
ARTICLE 11 SUBLEASES .....................................................................................................37
11.1 No Sublease without LESSOR Consent ................................................................37
11.2 LESSOR Costs .......................................................................................................37
11.3 Any Approved Sublease ........................................................................................37
11.4 Assignment of Sublease .........................................................................................37
11.5 Application of Cape Town Convention .................................................................38
11.6 Wet Leases .............................................................................................................38
11.7 Continued Responsibility of LESSEE ...................................................................38
ARTICLE 12 MAINTENANCE OF AIRCRAFT ...................................................................39
ARTICLE 13 MAINTENANCE CONTRIBUTIONS .............................................................40
ARTICLE 14 TITLE AND REGISTRATION.........................................................................41
14.1 Title to the Aircraft ................................................................................................41
14.2 Registration of Aircraft ..........................................................................................41
14.3 Cape Town Convention .........................................................................................41
14.4 No Other Registration at International Registry ....................................................42
14.5 Filing of this Lease.................................................................................................42
14.6 Evidence of Registration and Filings .....................................................................42
ARTICLE 15 IDENTIFICATION PLATES ............................................................................43
15.1 Airframe Identification Plates ................................................................................43
15.2 Engine Identification Plates ...................................................................................43
15.3 Maintenance of Plates. ...........................................................................................43
ARTICLE 16 TAXES...............................................................................................................45
ARTICLE 17 INDEMNITIES ..................................................................................................46
17.1 General Indemnity .................................................................................................46
17.2 Exceptions to General Indemnities ........................................................................46
17.3 [REDACTED: Item 2] ...........................................................................................47
17.4 Timing of Payment ................................................................................................47
17.5 Subrogation ............................................................................................................47
17.6 Notice .....................................................................................................................47
iii TABLE OF CONTENTS

17.7 Refunds ..................................................................................................................47
17.8 Defense of Claims ..................................................................................................47
17.9 No Double Recovery..............................................................................................48
17.10 Survival of Obligation............................................................................................48
17.11 Benefit ....................................................................................................................48
ARTICLE 18 INSURANCE.....................................................................................................49
18.1 Insurances ..............................................................................................................49
18.2 Date Recognition ...................................................................................................49
18.3 Renewal..................................................................................................................49
18.4 Third Party War Liability Insurance ......................................................................49
18.5 Installation of Third Party Engine..........................................................................49
18.6 Deductibles ............................................................................................................49
18.7 Assignment of Rights by LESSOR ........................................................................50
18.8 Insurance Covenants ..............................................................................................50
18.9 Failure to Insure .....................................................................................................51
18.10 Insurances for Subleases ........................................................................................51
18.11 Insurance for Wet Lease Operations ......................................................................52
18.12 Continuation of Insurances ....................................................................................52
18.13 Application of Insurance Proceeds for Third Party Liability.................................52
ARTICLE 19 LOSS, DAMAGE AND REQUISITION ..........................................................53
19.1 Definitions..............................................................................................................53
19.2 Notice of Total Loss...............................................................................................54
19.3 Total Loss of Aircraft or Airframe.........................................................................54
19.4 Surviving Engine(s) ...............................................................................................55
19.5 Total Loss of Engine and not Airframe .................................................................55
19.6 Total Loss of APU .................................................................................................56
19.7 Other Loss or Damage ...........................................................................................56
19.8 Copies of Insurance and Reinsurance Policies ......................................................57
19.9 Government Requisition ........................................................................................57
ARTICLE 20 REPRESENTATIONS, WARRANTIES AND COVENANTS OF
LESSEE .............................................................................................................58
20.1 Representations and Warranties .............................................................................58
20.2 Covenants ...............................................................................................................60
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LESSOR ............................................................................................................63
21.1 Representations and Warranties .............................................................................63
21.2 Covenant of Quiet Enjoyment ...............................................................................63
ARTICLE 22 FINANCIAL AND OTHER INFORMATION .................................................65
ARTICLE 23 RETURN OF AIRCRAFT.................................................................................66
ARTICLE 24 ASSIGNMENT ..................................................................................................67
24.1 No Assignment by LESSEE ..................................................................................67
24.2 Sale or Assignment ................................................................................................67
24.3 Grant of Security Interest .......................................................................................67
24.4 LESSEE Cooperation.............................................................................................67
24.5 Advance Consent Under Cape Town Convention .................................................68
24.6 Protections..............................................................................................................68
ARTICLE 25 DEFAULT OF LESSEE ....................................................................................70
25.1 LESSEE Notice to LESSOR ..................................................................................70
25.2 Events of Default ...................................................................................................70
25.3 LESSOR's General Rights .....................................................................................74
25.4 Deregistration and Export of Aircraft ....................................................................76
25.5 Cape Town Convention Remedies.........................................................................76
25.6 LESSEE Liability for Damages .............................................................................76
25.7 Waiver of Default ..................................................................................................78
25.8 Present Value of Payments ....................................................................................78
25.9 Use of "Termination Date" ....................................................................................78
25.10 Lease Termination .................................................................................................78
ARTICLE 26 NOTICES...........................................................................................................79
26.1 Manner of Sending Notices ...................................................................................79
26.2 Notice Information .................................................................................................79
ARTICLE 27 GOVERNING LAW AND JURISDICTION ....................................................80
27.1 Governing Law ......................................................................................................80
27.2 Jurisdiction and Service of Process........................................................................80
ARTICLE 28 MISCELLANEOUS ..........................................................................................82
28.1 Servicer ..................................................................................................................82
28.2 Press Releases ........................................................................................................82
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28.3 LESSOR Performance for LESSEE ......................................................................82
28.4 LESSOR's Payment Obligations ............................................................................82
28.5 Application of Payments ........................................................................................82
28.6 Third Parties ...........................................................................................................82
28.7 Usury Laws ............................................................................................................82
28.8 Delegation by LESSOR .........................................................................................82
28.9 Confidentiality .......................................................................................................82
28.10 Waiver ....................................................................................................................83
28.11 Further Assurances.................................................................................................83
28.12 Translations of Lease .............................................................................................83
28.13 Nature of Lease ......................................................................................................83
28.14 Use of Word "including" .......................................................................................83
28.15 Headings ................................................................................................................83
28.16 Invalidity of any Provision.....................................................................................84
28.17 Construction ...........................................................................................................84
28.18 Time is of the Essence ...........................................................................................84
28.19 Amendments in Writing.........................................................................................84
28.20 Counterparts ...........................................................................................................84
28.21 No Broker...............................................................................................................84
28.22 Delivery of Documents by Fax or E mail ..............................................................84
28.23 Entire Agreement ...................................................................................................84
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EXHIBIT A AIRCRAFT DESCRIPTION .............................................................................86
EXHIBIT B CONDITION AT DELIVERY ..........................................................................87
EXHIBIT C INSURANCE REQUIREMENTS .....................................................................88
EXHIBIT D AVIATION AUTHORITY UNDERTAKING LETTER..................................89
EXHIBIT E ESTOPPEL AND ACCEPTANCE CERTIFICATE .........................................91
EXHIBIT F OPINION OF COUNSEL .................................................................................94
EXHIBIT G FORM OF LEASE TERMINATION AGREEMENT ......................................95
EXHIBIT H FORM OF CAPE TOWN IDERA.....................................................................96
EXHIBIT I FORM OF EUROCONTROL AUTHORISATION LETTER ..........................98
EXHIBIT J RETURN ACCEPTANCE RECEIPT .............................................................100
EXHIBIT K MONTHLY REPORT .....................................................................................103
EXHIBIT L AIRCRAFT DOCUMENTATION..................................................................105
EXHIBIT M MRA CLAIM SETTLEMENT ACKNOWLEDGEMENT ............................107
EXHIBIT N MRA CLAIM SUPPORTING DOCUMENTATION .....................................108
EXHIBIT O FORM OF SHORT FORM LEASE ................................................................109
EXHIBIT P FORM OF GUARANTEE...............................................................................111
EXHIBIT Q FORM OF NOTICE AND ACKNOWLEDGEMENT ...................................112
SCHEDULE I ECONOMIC TERMS ......................................................................................114
vii TABLE OF CONTENTS

REDACTED VERSION
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT (together with all Exhibits and Schedules
hereto, the "Lease") is made and entered into as of June 12, 2018
BETWEEN:
CANADA JETLINES OPERATIONS LTD., a company whose principal place of business

is at 1240-1140 West Pender Street, Vancouver, British Columbia, V6E 4G1, Canada,
("LESSEE"); and
MENELAUS I LIMITED, a private company limited by shares incorporated under the

laws of Ireland whose address is at 4450 Atlantic Ave., Westpark, Shannon, Co. Clare, Ireland
("LESSOR").
The subject matter of this Lease is one used Airbus A320-200 aircraft. In consideration of
and subject to the mutual covenants, terms and conditions contained in this Lease, LESSOR hereby
agrees to lease to LESSEE and LESSEE hereby agrees to lease from LESSOR the aircraft and
LESSEE and LESSOR further agree as follows:
1 RECITALS
REDACTED VERSION
ARTICLE 1 DELIVERY SUMMARY
The following is a summary of the aircraft delivery as contemplated by this Lease. It is set
forth for the convenience of the parties only and will not be deemed in any way to amend, detract
from or simplify the other provisions of this Lease. In the event of a conflict with any other
provision of this Lease or any other Operative Document, such other provision will govern.
1.1 Description of Aircraft
One used Airbus A320-200 aircraft
1.2 Scheduled Delivery Date and Location
On or about March 14, 2019 in New Zealand, or such other location outside Canada as
agreed to between LESSOR and LESSEE
1.3 Initial Country of Aircraft Registration
Canada
2 ARTICLE 1
DELIVERY SUMMARY
REDACTED VERSION
ARTICLE 2 DEFINITIONS
Except where the context otherwise requires, the following words have the following
meanings for all purposes of this Lease. The definitions are equally applicable to the singular and
plural forms of the words. Any agreement defined anywhere in this Lease includes each
amendment, modification, supplement and waiver thereto in effect from time to time.
2.1 Definitions.
"Acceptance Certificate" means the Estoppel and Acceptance Certificate as executed and
delivered by LESSEE at Delivery.
"Actual Utilization" means the actual number of Flight Hours and Cycles operated by the
Airframe, an Engine or Part during any stated period.
"Affiliate" means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person (including, without
limitation, a trust of which such Person, or a direct or indirect parent or subsidiary of such Person,
is the beneficiary). For the purposes of this definition and the definition of "Subsidiary", "control"
(including "controlled by" and "under common control with") means the power, directly or
indirectly, to direct or cause the direction of the management and policies of the applicable Person
whether through the ownership of voting securities or by contract or otherwise. For the avoidance
of doubt, Beneficial Owner (and each Affiliate of Beneficial Owner) is an Affiliate of LESSOR.
"Aircraft" means the Airframe, Engines, APU, Parts and Aircraft Documentation,
collectively. As the context requires, "Aircraft" may also mean the Airframe, any Engine, the
APU, any Part, the Aircraft Documentation or any part thereof individually. For example, in the
context of return to LESSOR the term "Aircraft" means the Airframe, Engines, APU, Parts and
Aircraft Documentation collectively, yet in the context of LESSEE not creating any Security
Interests other than Permitted Liens on the Aircraft, the term "Aircraft" means any of the Airframe,
any Engine, the APU, any Part or the Aircraft Documentation individually.
"Aircraft Activity" means the ownership (for purposes of Articles 16.1 and 17.1),
possession, use, import, export, registration, re-registration, deregistration, non-registration,
manufacture, performance, transportation, management, location, movement, acquisition,
disposal, transfer, exchange, control, design, condition, defect, testing, inspection, acceptance,
delivery, redelivery, leasing, subleasing, wetleasing, pooling, interchange, maintenance, repair,
loss, damage, emissions, refurbishment, insurance, reinsurance, service, modification, overhaul,
replacement, alteration, storage, removal or operation of, or any Security Interest (other than a
LESSOR's Lien) on, the Aircraft, the Airframe, any Engine or any Part (whether in the air or on
the ground or otherwise) at any time.
"Aircraft Documentation" means all (a) log books, Aircraft records, manuals and other
documents provided to LESSEE in connection with the Aircraft, (b) documents listed in the
Acceptance Certificate and Exhibit L and (c) any other documents required to be maintained during
3 ARTICLE 2
DEFINITIONS
REDACTED VERSION
the Lease Term and until the Termination Date by the Aviation Authority, the Maintenance
Program or this Lease.
"Airframe" means the airframe listed in the Acceptance Certificate together with all Parts
relating thereto (except Engines or engines and the APU).
"Airworthiness Directives" or "ADs" means all airworthiness directives (or equivalent)

applicable to the Aircraft issued by any one or more of the Aviation Authority, the FAA and EASA.
"APU" means (a) the auxiliary power unit of the Aircraft listed in the Acceptance
Certificate, (b) any replacement auxiliary power unit acquired by LESSOR and leased to LESSEE
pursuant to Article 19.6 following a Total Loss of the APU and (c) all Parts installed in or on such
APU at Delivery (or substituted, renewed or replacement Parts in accordance with this Lease) so
long as title thereto is or remains vested in Owner in accordance with the terms of Article 12.4.
"APU Hour" means each hour or fraction thereof during which the APU is operated.
"Aviation Authority" means, as of any time of determination, (i) TCCA or any

Government Entity which under the Laws of Canada from time to time has control over civil
aviation or the registration, airworthiness or operation of aircraft in Canada or (ii) if, in accordance
with this Lease, the Aircraft is registered in a country other than Canada, the agency having
jurisdiction over the Aircraft or which regulates and/or controls civil aviation under the laws of
the country or state in which the Aircraft is then registered or having jurisdiction over the
registration, airworthiness and operation of, or other matters relating to, the Aircraft.
"Aviation Documents" means any or all of the following which at any time may be
obtainable from the Aviation Authority: (a) if required, a temporary certificate of airworthiness
from the Aviation Authority allowing the Aircraft to be flown after Delivery to the State of
Registration, (b) an application for registration (commercial) of the Aircraft with the appropriate
authority in the State of Registration noting that the Aircraft is to be operated subject to a lease
and an IDERA, (c) the temporary certificate of registration (commercial) for the Aircraft issued
by the State of Registration, (d) the continuing certificate of registration (commercial) for the
Aircraft issued by the State of Registration, (e) a full certificate of airworthiness for the Aircraft in
the category for which the Aircraft is intended, (f) an air transport license, (g) an air operator's
certificate, (h) such recordation of LESSOR's, Owner's and each other Relevant Party's respective
rights, title and interest in and to the Aircraft and the Operative Documents as may be available in
the State of Registration and (i) all such other authorizations, approvals, consents and certificates
in the State of Registration as may be necessary or advisable to enable LESSEE lawfully to operate
the Aircraft.
"Base Annual Utilization" means 2800 Flight Hours and/or 1400 Cycles (as applicable).
"Basic Engine" means, with respect to an Engine, the engine modules, components and
systems as specified in Engine Manufacturer's delivered bill of material for that engine model.
4 ARTICLE 2
DEFINITIONS
REDACTED VERSION
The "Basic Engine" does not include the nacelle, installed components related to the Aircraft
systems, thrust reversers, quick engine components (QEC), primary exhaust nozzle or any other
Parts which are not considered by Engine Manufacturer to be part of a "basic engine".
"Beneficial Owner" means such Person which, from time to time, LESSOR may notify
LESSEE in writing as being the beneficial owner of the Aircraft for the time being.
"Business Day" means a day other than a Saturday or Sunday on which the banks in the
city where LESSOR's Bank is located are open for the transaction of business of the type required
by this Lease.
"Cape Town Convention" means both the Convention and the Protocol.
"Convention" means the English-language version of the Convention on International

Interests in Mobile Equipment which was adopted on November 16, 2001 at a diplomatic
conference held in Cape Town, South Africa, as set out in the schedule to the International
Interests in Mobile Equipment (aircraft equipment) Act (Canada) and, as applicable, the provincial
and territorial implementing legislation related thereto in Canada, as the foregoing may be
amended from time to time.
"Creditor" means any lessor, owner, bank, lender, mortgagee or other Person which is the
owner of or has any interest in an aircraft engine or aircraft operated by LESSEE.
"Creditor Agreement" means the applicable agreement between a Creditor and LESSEE
or between Creditors pursuant to which such Creditor owns, leases or has an interest in either an
aircraft operated by LESSEE on which an Engine may be installed or in an aircraft engine which
may be installed on the Airframe.
"CT Sale" means a "sale" as such term is defined in the Cape Town Convention.
"Cycle" means one take-off and landing of the Aircraft or, in respect of any Engine or Part
temporarily installed on another aircraft, of that other aircraft, and for this purpose one "touch and
go" will count as one take-off and landing (i.e., one Cycle).
"Default" means any event which, upon the giving of notice, the lapse of time and/or a
relevant determination, would constitute an Event of Default.
"Delivery" means the delivery of the Aircraft from LESSOR to LESSEE pursuant to
Article 3 and Article 6.
"Delivery Check" means the accomplishment of all tasks which are necessary pursuant to
the MPD as in effect on the date which is three months prior to the Delivery Date (including all
non-routine work generated as a result of performance of such MPD tasks) to clear the Aircraft for
[REDACTED: Item 1] of operation from the Delivery Date. If pursuant to the MPD, the
performance interval for a task is shorter than [REDACTED: Item 1], then such task will also be
performed. For avoidance of doubt, if the inspection interval pursuant to the MPD for a particular
5 ARTICLE 2
DEFINITIONS
REDACTED VERSION
task only refers to one or two of the three measurements above (i.e., months, Flight Hours or
Cycles), then only those particular measurements referred to in the MPD will be utilized in
determining whether the task must be performed.
"Delivery Date" means the date on which Delivery takes place.
"Detention Exposure" means any unpaid air navigation or airport fees to any Canadian air
navigation or airport authority whether or not unbilled or overdue.
"Dollars", "$" and "US$" mean the lawful currency of the U.S.
"EASA" means the European Aviation Safety Agency or any successor thereto. Where it
is stated in this Lease that a repair station or a repair, overhaul or maintenance facility will be an
"EASA-approved" station or facility, such station or facility must be approved by EASA to
perform maintenance and repair work on an aircraft of the same type as the Aircraft, an Engine or
Part submitted to it for maintenance or repair, as applicable.
"Electronic Records Format" means an EASA- or FAA-approved system in a searchable

format by which any Aircraft Documentation is stored and retrieved digitally and electronically.
"Engine" means (a) each of the engines listed on the Acceptance Certificate, (b) any
replacement engine acquired by LESSOR and leased to LESSEE pursuant to Article 19.5
following a Total Loss of an Engine, and (c) all Parts (including QEC Parts) installed in or on any
of such engines at Delivery (or substituted, renewed or replacement Parts in accordance with this
Lease) so long as title to such Parts is or remains or should be vested in Owner in accordance with
the terms of Article 12.4.
"Engine Manufacturer" means IAE International Aero Engines, AG or its successor in

title.
"EU ETS Authority" means any Government Entity or member state of the European
Union with jurisdiction for the application and administration of EU ETS Laws in relation to any
of LESSEE, any sublessee, any wet lessee or the Aircraft.
"EU ETS Directive" means Directive 2003/87/EC of the European Parliament and of the
Council of October 13, 2003 establishing a scheme for greenhouse gas emissions allowance
trading and amending Council Directive 96/61/EC, as the same may be amended, supplemented,
superseded or readopted from time to time (whether with or without modifications).
"EU ETS Laws" means (a) the EU ETS Directive and (b) any applicable Law of a member
state of the European Union implementing the EU ETS Directive.
"Eurocontrol" means the European Organization for the Safety of Air Navigation
established by the Convention related to the Co operation for the Safety of Air Navigation
(Eurocontrol) signed on December 13, 1960, as amended.
6 ARTICLE 2
DEFINITIONS
REDACTED VERSION
"Event of Default" means any of the events referred to in Article 25.2.
"FAA" means the Federal Aviation Administration of the U.S. Department of

Transportation or any successor thereto under the Laws of the U.S. Where it is stated in this Lease
that a repair station or a repair, overhaul or maintenance facility will be an "FAA-approved" station
or facility, such station or facility must be approved by the FAA to perform maintenance and repair
work on the Aircraft, an Engine or Part, as applicable.
"FAA Location" means the jurisdiction in the United States in which LESSEE's agent for
service of process for purposes of the FAA and the UCC is located.
"FARs" means the U.S. Federal Aviation Regulations embodied in Title 14 of the U.S.
Code of Federal Regulations, as amended from time to time, or any successor regulations thereto.
"Finance Document" means any loan agreement, credit agreement, conditional sale
agreement, headlease, participation agreement, mortgage, security agreement, indenture, lease
assignment or any other similar agreement entered into by LESSOR, Owner or Beneficial Owner
or any of their respective Affiliates with any Finance Party in connection with the financing or
refinancing of the Aircraft.
"Finance Parties" means (a) Citibank N.A. as Administrative Agent and as Collateral
Agent for and on behalf of itself and the Secured Parties under that certain Aircraft Mortgage and
Security Agreement dated as of March 30, 2011, as may be amended, supplemented and/or
modified from time to time, (b) any Person which has provided financing (whether by way of
superior lease, loan or otherwise) to LESSOR, Owner, Beneficial Owner or any of their respective
Affiliates pursuant to any Finance Document, (c) any Person which holds a Security Interest in the
Aircraft or LESSOR's right, title and interest in any Operative Document to secure the obligations
of LESSOR, Owner, Beneficial Owner or any of their respective Affiliates pursuant to any Finance
Document and (d) any agent, loan agent, arranger, trustee, security trustee, collateral trustee or
similar Person acting pursuant to any Finance Document (in the case of each of subparts (b)
through (d) above, as notified to LESSEE by LESSOR in writing from time to time), and the
respective transferees, successors and assigns of any of the foregoing, and the expression "Finance
Party" means any of the foregoing individually.
"Financial Conduct Laws" means all applicable anti-money laundering Laws and all
applicable anticorruption Laws.
"Financial Indebtedness" means any indebtedness in respect of (a) moneys borrowed or

raised, (b) any liability under any debenture, guaranty, bond, note, loan stock, acceptance,
documentary credit or other security, (c) obligations under capitalized or operating leases, (d) the
acquisition cost of any asset to the extent payable before or after the time of acquisition or
possession (not being indebtedness in respect of the purchase of goods or services in the ordinary
course of trading, payment of which is deferred for a period of not greater than [REDACTED:
Item 2]) or (e) any guarantee, indemnity, or similar assurance against financial loss of any Person
in respect of the foregoing.
7 ARTICLE 2
DEFINITIONS
REDACTED VERSION
"Flight Hour" means each hour or fraction thereof elapsing from the moment at which the
wheels of the Aircraft, or in the case of any Part or Engine temporarily installed on another aircraft,
the wheels of that other aircraft, leave the ground on the take-off of the Aircraft or such other
aircraft until the wheels of the Aircraft or such other aircraft touch the ground on the landing of
such Aircraft or such other aircraft following such flight.
"Government Entity" means any (a) national, state, provincial, territorial, municipal or
local government, (b) board, commission, authority, department, division, instrumentality, court,
agency or political subdivision thereof or (c) association, organization or institution of which any
of the entities listed in (a) or (b) is a member or to whose jurisdiction any such entity is subject.
"Gross Negligence" means any intentional or conscious action or decision or failure to act
done or made with reckless disregard for the consequences of such action or decision or failure to
act.
"Guarantee" means the unconditional guarantee to be granted by Guarantor in favor of

LESSOR in respect of the obligations of LESSEE under this Lease, in substantially in the form set
forth in Exhibit P.
"Guarantor" means a guarantor acceptable to LESSOR in its sole discretion, which

subject to receipt, review and approval of financial statements of the relevant entities by LESSOR
will be Canada Jetlines Ltd.
"Habitual Base" means Canada or, subject to the prior written consent of LESSOR in its
absolute discretion, any other country or countries not being a Prohibited Country in which the
Aircraft is for the time being habitually based (being the location at which the Aircraft most often
arrives, departs or overnights over a period of time equating to the Aircraft’s operational cycle).
"IDERA" means an irrevocable de-registration and export request authorization in the

form prescribed by the Cape Town Convention, an example of which is set forth in Exhibit H of
this Lease.
"International Interest" has the meaning given to such term in the Cape Town
Convention.
"International Registry" means the international registration facilities established for the
purposes of the Cape Town Convention.
"Landing Gear" means the landing gear assemblies (and their constituent subassemblies
and Parts) of the Aircraft.
"Law" means any (a) law, statute, decree, constitution, regulation, judgment, injunction,
order or directive of any Government Entity, (b) treaty, pact, compact or other agreement to which
any Government Entity is a signatory or party, (c) judicial or administrative interpretation or
application of any of the foregoing or (d) any binding judicial precedent having the force of law.
8 ARTICLE 2
DEFINITIONS
REDACTED VERSION
"Lease Termination Agreement" means a lease termination agreement to be entered into

between LESSOR and LESSEE in the form set forth in Exhibit G.
"LESSOR's Lien" means (a) any Security Interest from time to time created by or arising
through LESSOR, Owner or Beneficial Owner in favor of any Finance Party, (b) any other Security
Interest in respect of the Aircraft that results from acts of or claims against LESSOR, Owner or
Beneficial Owner not related to or arising out of the transactions contemplated by or permitted
under this Lease and (c) any Security Interest in respect of the Aircraft for Taxes for which
LESSEE is not required to indemnify any Person in accordance with this Lease or any other
Operative Document.
"LLP Life Improvement Value " means an amount equal to the aggregate (for all of the
Engine life-limited Parts replaced at the time of performance of an Engine LLP Replacement) of
the pro-rata life improvement calculated for each such Engine life-limited Part pursuant to the
following formula: (A - B) x (C/D)
where:
a. "A" is the life remaining (Flight Hours or Cycles, as applicable) on the replacement
Engine life-limited Part installed in the Engine during the Engine Performance Restoration;
b. "B" is the life remaining (Flight Hours or Cycles, as applicable) on the

corresponding Engine life-limited Part removed from the Engine during the Engine
Performance Restoration;
c. "C" is Engine Manufacturer's catalog list price for an available new replacement
Engine life-limited Part of the same type as the Engine life-limited Part being replaced; and
d. "D" is the maximum life (in Flight Hours or Cycles, as applicable) approved by
Engine Manufacturer and EASA for an available new replacement Engine life-limited Part
of the same type as the Engine life-limited Part being replaced.
The catalog list price and maximum life (as described in respect of "C" and "D" above)
will be those applicable on the date the Engine was removed for the purpose of accomplishing the
Engine Performance Restoration during which the Engine LLP Replacement occurred. Where an
Engine life-limited Part has a life limit expressed in both Flight Hours and Cycles, then the most
limiting will be used. Where an Engine life-limited Part can be or has been installed in different
engines having different thrust ratings and lives, then all life remaining and/or life limits will be
converted to those applicable for the dataplate thrust rating of the relevant Engine in accordance
with Engine Manufacturer's approved formula.
"Maintenance Performer" means a TCCA approved and an EASA Part 145 and/or FAR
145 approved maintenance, overhaul, repair and modification facility approved for the type of
maintenance required on aircraft or engines or parts of the same type as the Aircraft, Engines or
Parts, or such other Person approved in advance in writing by LESSOR.
9 ARTICLE 2
DEFINITIONS
REDACTED VERSION
"Maintenance Program" means LESSEE's maintenance program as approved by the

Aviation Authority and which conforms at a minimum to the MPD and the MRB Report or such
other maintenance program as LESSOR and LESSEE may agree upon in writing.
"Maintenance Rent Activity" or "MRA" means each of the following maintenance

activities: (i) an Airframe Major Check, (ii) an Engine Performance Restoration, (iii) an Engine
LLP Replacement, (iv) a Landing Gear Overhaul, and (v) an APU Performance Restoration.
"Maintenance Rent Adjustment Period" means each of the following periods: (a) with
respect to the first such period, the period commencing on the Delivery Date and ending on
December 31 of the calendar year in which Delivery occurs; (b) with respect to all subsequent such
periods except for the last such period in the Lease Term, the period commencing on January 1 of
the calendar year immediately following the first Maintenance Rent Adjustment Period, and of
each calendar year thereafter during the Lease Term, and (in each case) ending on December 31
of each such year; and (c) with respect to the final such period, the period commencing on January
1 of the last calendar year of the Lease Term and ending on the Termination Date (thus, the first
and the last Maintenance Rent Adjustment Periods may each be less than 12 months).
"Maintenance Rent Payment Date" means the [REDACTED: Item 2] of each calendar
month during the Lease Term or, if such day is not a Business Day, then the immediately preceding
Business Day. The last Maintenance Rent Payment Date of the Lease Term is the Termination
Date.
"Maintenance Rent Period" means each of the following periods throughout the Lease
Term: (a) with respect to the first such period, the period commencing on and including the
Delivery Date up to and including the [REDACTED: Item 2] in which Delivery occurs; (b) with
respect to all subsequent such periods except for the last such period in the Lease Term, each
subsequent consecutive calendar month throughout the Lease Term (each commencing on
[REDACTED: Item 2] and ending on [REDACTED: Item 2]); and (c) in relation to the last such
period of the Lease Term, the period commencing on [REDACTED: Item 2] and ending on
[REDACTED: Item 2].
"Manufacturer" means Airbus S.A.S. or its successor in title.
"Modification" means any modification, alteration or addition to or removal from the

Aircraft, regardless of cost.
"MPD" means the then current Maintenance Planning Document published by

Manufacturer and applicable to the Aircraft. With respect to the Flight Hour/Cycle/calendar time
limitation of Parts and inspections, references to the MPD mean the most restrictive limitation set
forth therein.
"MRA Claim Settlement Acknowledgement" means an acknowledgement of MRA

Claim(s) by LESSEE in the form of Exhibit M hereto.
10 ARTICLE 2
DEFINITIONS
REDACTED VERSION
"MRA Maintenance Rent Balance" means from time to time, and in respect of each
category of Maintenance Rent (as set forth in Article 5.5.1), a deemed amount equal to the
aggregate Maintenance Rent paid by LESSEE hereunder in respect of the applicable MRA less the
aggregate amount previously paid by LESSOR to LESSEE in respect of such MRA pursuant to
Article 13.
"MRB Report" means the latest revision of the Maintenance Review Board document
published by Manufacturer.
"Non-consensual Right or Interest" has the meaning given to such term in the Cape Town
Convention.
"Operative Documents" means this Lease, any side letters and amendments hereto, the
Acceptance Certificate, any other agreements, certificates, notices, acknowledgments, consents or
documents executed pursuant to this Lease and any other documentation in connection with the
leasing of the Aircraft from LESSOR to LESSEE, between LESSOR and LESSEE or LESSOR
and Guarantor.
"Other Agreements" means and includes [REDACTED: Item 2].
"Overhaul" means the full reconditioning of the Aircraft, an Engine, the APU, Landing
Gear, module or Part, as the case may be, in which such equipment has been fully disassembled,
cleaned, thoroughly inspected and returned to the highest standard specified by the applicable
manufacturer's manual.
"Owner" means LESSOR or such other Person which, from time to time, LESSOR may
notify LESSEE in writing as being the owner of the Aircraft for the time being.
"Part" means any part, component, appliance, system, module, engine module, accessory,
material, instrument, communications equipment, furnishing, LESSEE furnished or LESSOR
purchased equipment or other item of equipment (other than complete Engines or engines or the
APU) for the time being installed in or attached to the Airframe, any Engine or the APU or which,
having been removed from the Airframe, any Engine or the APU, remains the property of Owner.
"Permitted Lien" means (a) this Lease and any sublease entered into in accordance with
the provisions of this Lease or any other Operative Document, (b) LESSOR's Liens, (c) Security
Interests arising in the ordinary course of LESSEE's business for Taxes either not yet assessed or,
if assessed, not yet past due or being contested in good faith by appropriate proceedings (and for
which adequate reserves have been made or, when required in order to pursue such proceedings,
an adequate bond has been provided) so long as such proceedings do not involve any risk of sale,
forfeiture, seizure, detention, arrest or loss of the Aircraft or any Engine or any part thereof or of
imposition of any civil or criminal liability or penalty upon LESSOR or any other Relevant Party,
and (d) materialmen's, mechanics', workmen's, repairmen's or employees' (including liens related
to unpaid wages, vacation pay, worker’s compensation, unemployment insurance premiums,
pension plan contributions, pension plan solvency deficiency, employee or non-resident
withholding tax source deductions) liens arising by operation of Law after the Delivery Date in
11 ARTICLE 2
DEFINITIONS
REDACTED VERSION
the ordinary course of LESSEE's business for amounts which are either not yet past due or which
are being contested in good faith by appropriate proceedings (and for which adequate reserves
have been made or, when required in order to pursue such proceedings, an adequate bond has been
provided) so long as such proceedings do not involve any risk of sale, forfeiture, seizure, detention,
arrest or loss of the Aircraft or any Engine or any part thereof or of imposition of any civil or
criminal liability or penalty upon LESSOR or any other Relevant Party.
"Person" means any individual, firm, partnership, joint venture, trust, corporation,
company, Government Entity, committee, department, authority or any body, incorporated or
unincorporated, whether having distinct legal personality or not.
"PPSA Location" means, in respect of LESSEE, the office where its most senior executive
officers are located, where such officers generally transact business from, and where the chief
administrative and policy-making functions of LESSEE emanate for purposes of the Personal
Property Security Act (British Columbia).
"Prior Lessee" means Air New Zealand Aircraft Holdings Limited.
"Prior Lessee Lease Agreement" means the aircraft lease agreement between Prior Lessee
and LESSOR pursuant to which Prior Lessee leased the Aircraft from LESSOR.
"Prior Lessor" means Aircraft 32A-2594 Inc., a California corporation.
"Prohibited Country" means any state, country or jurisdiction (a) for which the export or
operation of the Aircraft to or from, is prohibited by any Trade Laws or (b) in which LESSOR,
LESSEE, Owner or Beneficial Owner is generally prohibited from engaging in transactions under,
or for which any such action would cause LESSOR, LESSEE, Owner or Beneficial Owner to be
in violation of, any Trade Laws.
"Prohibited Person" means any Person (a) with whom the LESSOR, LESSEE, Owner or
Beneficial Owner or a citizen of the U.S. is prohibited from or restricted in engaging in transactions
with or exporting goods or services to under any Trade Laws, (b) who is a citizen or resident of,
or organized under the laws of or domiciled in, a Prohibited Country, (c) who is designated on any
sanctions list under any Trade Laws, including any designation of terrorists, narcotics traffickers,
proliferators of weapons of mass destruction or other lists of barred or restricted Persons or (d) is
"owned or controlled" (as such term is defined under any Trade Laws) by a Person meeting any of
the criteria set forth above.
"Prospective International Interest" has the meaning given to such term in the Cape
Town Convention.
"Prospective Sale" has the meaning given to such term in the Cape Town Convention.
"Protocol" means the English-language version of the Protocol to the Convention on

International Interests in Mobile Equipment on Matters specific to Aircraft Equipment which was
adopted on November 16, 2001 at a diplomatic conference held in Cape Town, South Africa, as
12 ARTICLE 2
DEFINITIONS
REDACTED VERSION
set out in the schedule to the International Interests in Mobile Equipment (aircraft equipment) Act
(Canada) and, as applicable the provincial and territorial implementing legislation related thereto
in Canada, as the foregoing may be amended from time to time.
"Qualified Performance Restoration" means at a minimum, a level 2.9 or level 3

maintenance to the combustor, 1st Nozzle Guide Vane and HP Turbine modules (based on their
module soft times), plus the level of maintenance to other modules that is recommended in the
then current IAE eMMP by comparing soft times to the time since new or time since L3
maintenance of each module.
"Qualifying LLP MRA Amount" means, in respect of any Engine LLP Replacement, the
lesser of the Qualifying MRA Amount and the LLP Life Improvement Value.
"Qualifying MRA Amount" means LESSEE's actual out-of-pocket costs for a given MRA
minus those costs which are excluded in accordance with the applicable provisions of Article 13.
"Relevant Parties" means LESSOR, Owner, Beneficial Owner, each Servicer, each
Finance Party, Prior Lessor and any other Person which, from time to time, LESSOR notifies
LESSEE as having (or having had) any right, title or interest in or to the Aircraft or any Operative
Document (excluding any prior operator of the Aircraft), and the expression "Relevant Party"
means any of the foregoing individually.
"Rent" means Base Rent, Maintenance Rent and Supplemental Rent, collectively.
"Return Check" means the accomplishment of all tasks which are necessary pursuant to
the MPD as in effect on the date which is three months prior to the Termination Date (including
all non-routine work generated as a result of performance of such MPD tasks) to clear the Aircraft
for [REDACTED: Item 1] of operation from the Termination Date. If pursuant to the MPD, the
performance interval for a task is shorter than every [REDACTED: Item 1] of operation, then
such task will also be performed. For avoidance of doubt, if the inspection interval pursuant to the
MPD for a particular task only refers to one or two of the three measurements above (i.e., months,
Flight Hours or Cycles), then only those particular measurements referred to in the MPD will be
utilized in determining whether the task must be performed.
"Security Interest" means any encumbrance or security interest, however and wherever
created or arising including (without prejudice to the generality of the foregoing) any right of
ownership, security, mortgage, hypothec, assignment by way of security, pledge, charge,
encumbrance, lease, lien, International Interest, Non-consensual Right or Interest, statutory or
other right in rem, hypothecation, title retention, attachment, levy, claim or right of possession,
seizure, detention or other agreement or arrangement having the effect of creating a security
interest, or if registered, any Prospective International Interest or Prospective Sale.
"Servicers" means AerCap Ireland Limited and any other Person which, from time to time,
acts as a servicer, subservicer or manager on behalf of LESSOR for matters relating to this Lease,
any other Operative Document and/or the Aircraft, and their respective delegatees, transferees,
successors and assignees.
13 ARTICLE 2
DEFINITIONS
REDACTED VERSION
"Short Form Lease" means the short-form lease agreement to be entered into between
LESSOR and LESSEE for purposes of filing with TCCA in the form set forth in Exhibit O.
"State of Registration" means Canada or such other country or state of registration of the
Aircraft as LESSOR may, in its absolute discretion, approve in writing.
"Subsidiary" means (a) with reference to any Person in relation to any reference to
accounts, any Person whose accounts are consolidated with the accounts of such Person in
accordance with generally accepted accounting principles and (b) for any other purpose a Person
from time to time (i) of which another Person has direct or indirect control (as the term "control"
is defined in the definition of "Affiliate") or owns directly or indirectly more than 50 per cent of
the voting share capital, or (ii) which is a direct or indirect subsidiary of another Person under the
laws of the jurisdiction of such Person’s formation.
"Supplemental Rent" means all amounts, liabilities and obligations (other than Base Rent
and Maintenance Rent) which LESSEE is required to pay to LESSOR or any Indemnitee or Tax
Indemnitee under this Lease or any other Operative Document, including Default Interest, any
amounts in respect of the Agreed Value and any payment in respect of indemnity required
hereunder or under any other Operative Document.
"Tax Affiliate" means, in the case of any Person that is fiscally transparent in relation to
any Tax, each other Person that holds an ownership interest in that fiscally transparent Person (as
a partner, member, beneficiary or otherwise), either directly or indirectly through one or more
other fiscally transparent Persons. For the purpose of this definition, a Person is "fiscally
transparent" in relation to a Tax if the Tax is calculated by reference to any receipts, revenue,
income, gain, profit, asset or other attribute of the fiscally transparent Person (or any other fiscally
transparent Person in which such Person holds a direct or indirect ownership interest) but is
imposed on the holders of ownership interests in such Person by reference to their relative
ownership interests in such Person.
"Tax Indemnitees" means LESSOR, Owner, Beneficial Owner, each Servicer, the Finance
Parties and the respective Tax Affiliates, directors, officers, employees and managers of the
foregoing Persons.
"TCCA" means Transport Canada Civil Aviation, or any successor agency thereto.
"Technical Evaluation Summary" means a written summary in form and substance

requested by LESSOR regarding the Engines, APU and Parts and the technical status and condition
of the Aircraft.
"Trade Laws" means all economic sanctions and anti-terrorism Laws, including (a) any
United Nations Security Council Resolutions imposing sanctions, (b) any sanctions or restrictive
measures imposed by European Union Council decision or regulation and (c) United States export
control and economic sanctions Laws.
14 ARTICLE 2
DEFINITIONS
REDACTED VERSION
"UCC" means the version of the Uniform Commercial Code as in effect in any applicable
jurisdiction.
"U.S." or "U.S.A." means the United States of America.
Other Definitions. The following terms are defined in the Articles referenced below:
Terms Article/Schedule
Agreed Value Schedule I
Airframe 6Y Check 13.1
Airframe 12Y Check 13.2
Airframe 6Y Maintenance Rent Schedule I
Airframe 12Y Maintenance Rent Schedule I
Airframe Maintenance Rent Schedule I
Airframe Major Check 13.2
APU Maintenance Rent Schedule I
APU Performance Restoration 13.6
Base Rent Schedule I
Damage Proceeds Threshold Schedule I
Default Interest 5.8
Default Interest Rate Schedule I
Delivery Location 3.1
DER Repair 12.2.2
Engine LLP Cost per Cycle 5.5.1(b)
Engine LLP Maintenance Rent Schedule I
Engine LLP Replacement 13.4
Engine Performance Restoration 13.3
Expenses 17.1
Expiration Date 4.2
Indemnitees 17.1
Individual LLP Cost per Cycle 5.5.1(b)
Insurances 18.1
Landing Gear Maintenance Rent Schedule I
Landing Gear Overhaul 13.5
Lease Term 4.1
LESSEE AD Compliance Period 23.8.14
LESSEE's Bank 5.7
LESSOR's Bank 5.7
Maintenance Rent 5.5.1
Maintenance Rent Rate 5.5.1
Maximum Deductible Amount Schedule I
Minimum Liability Coverage Schedule I
MRA Claim 13.7.1
Net Total Loss Proceeds 19.1
OEM Parts 12.2.2
15 ARTICLE 2
DEFINITIONS
REDACTED VERSION
Performance Restoration Schedule I

Maintenance Rent
PMA Part 12.2.2
Required LLP Amount 13.11
Required MRA Amount 13.11
Security Deposit Schedule I
Settlement Amount 13.7.2
Taxes 16.1
Termination Date 4.3
Total Loss 19.1
Total Loss Date 19.1
Total Loss Proceeds 19.1
Transferee 24.2.1
2.2 Construction and Interpretation
2.2.1 References to (or to any specified provision of) this Lease or any other
document will be construed as references to this Lease, that provision or that document as in
force for the time being and as amended, modified or supplemented in accordance with the
terms hereof or thereof, or as the case may be, with the agreement of the applicable parties and
(where such consent is, by the terms of this Lease or the relevant document required to be
obtained as a condition to such amendment being permitted) the prior written consent of
LESSOR;
2.2.2 References to any Law, or to any specified provision of any Law, is a reference
to such Law or provision as amended, substituted or re-enacted; and
2.2.3 References to LESSOR, Owner, Beneficial Owner, LESSEE or any of the

Relevant Parties will be construed as including each of its/their respective successors in title,
permitted assignees and transferees.
16 ARTICLE 2
DEFINITIONS
REDACTED VERSION
ARTICLE 3 PLACE AND DATE OF DELIVERY
3.1 Place of Delivery. LESSOR will deliver the Aircraft to LESSEE in New Zealand
or such other place outside Canada as may be agreed in writing between the parties (the "Delivery
Location").
3.2 Scheduled Delivery Date. As of the date of this Lease, delivery of the Aircraft
from Prior Lessee to LESSOR and LESSOR to LESSEE is scheduled to occur on or about March
14, 2019. LESSOR will notify LESSEE from time to time and in a timely manner of the exact
date on which LESSOR expects Delivery to take place (the "Scheduled Delivery Date").
3.3 Delivery Subject to Prior Lessee Delivery. LESSOR and LESSEE expressly
acknowledge that Delivery is subject to and conditioned upon redelivery of the Aircraft by Prior
Lessee in accordance with the terms of the Prior Lessee Lease Agreement.
3.4 No LESSOR or Relevant Party Liability. Neither LESSOR nor any other
Relevant Party will be liable for any loss or expense arising from any delay or failure in Delivery
to LESSEE except that LESSOR will be liable for any loss or expense to the extent that such delay
or failure arises solely and directly as a consequence of the Gross Negligence of LESSOR or any
Servicer, and in no event will LESSOR be liable for any delay or failure which is caused by any
breach or delay on the part of Prior Lessee or any other Person (other than any Servicer).
3.5 Total Loss of Aircraft Prior to Delivery. If a Total Loss of the Aircraft occurs
prior to Delivery, neither party will have any further liability to the other except that LESSOR will
pay to LESSEE an amount equal to the amount of the Security Deposit then held by LESSOR in
accordance with Article 5.1.4 and any prepaid Base Rent.
3.6 Cancellation for Delay. Promptly after LESSOR becomes aware that a delay will
cause Delivery to be delayed beyond [REDACTED: Item 2], LESSOR will notify LESSEE. By
written notice given to the other party within [REDACTED: Item 2] after LESSEE's receipt of
such LESSOR notice, either party may terminate this Lease and this Lease will terminate on the
date of receipt of such notice. In the event of such termination, neither party will have any further
liability to the other party except that [REDACTED: Item 2]. If neither party gives notice of
termination within [REDACTED: Item 2], both parties lose all right to terminate under this
Article 3.6 unless otherwise agreed in writing by the parties.
17 ARTICLE 3
PLACE AND DATE OF DELIVERY
REDACTED VERSION
ARTICLE 4 LEASE TERM
4.1 Lease Term. The term of leasing of the Aircraft will commence on the Delivery
Date and continue for a term of six years ("Lease Term").
4.2 "Expiration Date". "Expiration Date" means the date on which LESSEE is
required to return the Aircraft to LESSOR in the condition required by Article 23 on the last day
of the Lease Term.
4.3 "Termination Date". If LESSEE returns the Aircraft to LESSOR on the

Expiration Date in the condition required by Article 23, then "Termination Date" has the same
meaning as "Expiration Date". If LESSEE does not do so, then "Termination Date" means the
date on which the first of the following events occurs:
4.3.1 there is a Total Loss of the Aircraft prior to Delivery pursuant to Article 3.5;
4.3.2 cancellation of this Lease occurs pursuant to Article 3.6;
4.3.3 there is a Total Loss of the Aircraft and payment in respect thereof is made in
accordance with Article 19.3;
4.3.4 LESSOR repossesses the Aircraft or otherwise terminates the leasing of the
Aircraft under this Lease and recovers possession and control of the Aircraft following an
Event of Default; or
4.3.5 LESSEE returns the Aircraft in the condition required by Article 23 after the
Expiration Date.
4.4 Survival. All representations and warranties of LESSEE set forth in this Lease and
in each other Operative Document will survive the execution of this Lease and Delivery. All
indemnity and other obligations of LESSEE under this Lease and each other Operative Document
which arise or are attributable to circumstances occurring prior to the return of the Aircraft to
LESSOR or which by the express terms hereof or thereof are deemed to survive the Termination
Date will survive the Termination Date and continue in full force and effect, notwithstanding any
breach by LESSOR or LESSEE of the terms of this Lease, the expiration or termination of this
Lease, the termination of the leasing of the Aircraft to LESSEE under this Lease or the cancellation
or repudiation by LESSOR or LESSEE of this Lease.
18 ARTICLE 4
LEASE TERM
REDACTED VERSION
ARTICLE 5 RENT AND OTHER PAYMENTS
5.1 Security Deposit.
5.1.1 LESSEE will pay LESSOR the Security Deposit as security for its lease of the
Aircraft in accordance with Schedule I.
5.1.2 Upon payment by LESSEE, the Security Deposit will irrevocably and
unconditionally become the property of and will be fully earned by LESSOR and may be
commingled with the general funds of LESSOR or any Affiliate of LESSOR and any interest
earned on such Security Deposit will be for LESSOR's account. LESSOR will not hold (or be
deemed to hold) any such funds for the benefit of or in any capacity for LESSEE, including as
agent or on trust for LESSEE or otherwise. The Security Deposit may be applied by LESSOR
upon the occurrence of a Default or Event of Default hereunder or of a default by LESSEE
under any Other Agreements. If the Security Deposit is reduced below the required amount by
application to meet LESSEE's unperformed obligations under this Lease or any other Operative
Document or any Other Agreement, LESSEE will replenish the Security Deposit within
[REDACTED: Item 2] after LESSOR's demand therefor. To the extent that LESSEE is
deemed to retain any right, title or interest in or to the Security Deposit, LESSEE hereby grants
a security interest in and first fixed charge, hypothec and pledge of all of its right, title and
interest in and to the Security Deposit, any right to repayment thereof by LESSOR and the
proceeds thereof to LESSOR, on behalf of LESSOR and its Affiliates, as security for
LESSEE's obligations under this Lease the other Operative Documents and all Other
Agreements.
5.1.3 LESSEE acknowledges and agrees that it is not located in the State of New
York within the meaning of Section 7-101 1 c. (b) of the New York General Obligations Law
and, therefore, the requirements of Section 7-101 of the New York General Obligations Law
to the effect that LESSOR hold the Deposit in a separate interest bearing account do not apply.
5.1.4 After the Termination Date, provided (a) no Event of Default has occurred and
is continuing and (b) no default by LESSEE exists under any Other Agreement, then LESSOR
will pay to LESSEE an amount equal to the amount of the Security Deposit then held by
LESSOR as cash, without interest, less an amount determined by LESSOR to be a reasonable
estimate of the costs, if any, which LESSOR will incur to remedy any unperformed obligations
of LESSEE under this Lease, including the correction of any discrepancies from the required
condition of the Aircraft on return of the Aircraft as will have been agreed upon between
LESSEE and LESSOR in the Return Acceptance Receipt for the Aircraft.
5.2 Transaction Fee. LESSEE will pay LESSOR a nonrefundable transaction fee in
accordance with Schedule I.
5.3 LESSOR Costs. LESSEE will pay to LESSOR on demand (a) all fees, costs and
expenses (including reasonable legal, professional and out-of-pocket expenses) directly associated
with filing, registering and/or perfecting the Operative Documents and the rights, title and interests
19 ARTICLE 5
RENT AND OTHER PAYMENTS
REDACTED VERSION
of the Relevant Parties in and to the Aircraft and/or the Operative Documents and/or the Finance
Documents, as applicable, in the State of Registration, LESSEE's jurisdiction of formation and/or
any other state or country as appropriate having regard to LESSEE's place of business and Aircraft
Activity and (b) all fees, costs and expenses (including reasonable legal, professional, inspection,
out-of-pocket expenses and other costs) payable or incurred by any Relevant Party in connection
with any amendment, waiver or other modification of any Operative Document (unless requested
by LESSOR) or with the enforcement of or preservation of any of its/their rights under the
Operative Documents (including the enforcement of any indemnity hereunder) or in respect of the
repossession, deregistration and/or export of the Aircraft. All amounts payable pursuant to this
Article 5.3 will be paid in the currency in which they are incurred by LESSOR or such Relevant
Party, as applicable.
5.4 Base Rent.
5.4.1 LESSEE will pay LESSOR Base Rent for the Aircraft in accordance with
Schedule I.
5.4.2 The first payment of Base Rent during the Lease Term will be paid no later than
[REDACTED: Item 2] prior to the Scheduled Delivery Date. Each subsequent payment of
Base Rent will be due monthly thereafter no later than the same day of the month as the
Delivery Date of the Aircraft except that, if such day is not a Business Day, Base Rent will be
due on the immediately preceding Business Day. If Delivery occurred on the 29th, 30th or
31st of the month and in any given month during the Lease Term in which a Base Rent payment
is due there is no such corresponding date, Base Rent will be payable on the last Business Day
of such month. Any pro rata amount of Base Rent payable hereunder will be prorated based
on the actual number of days in the applicable month of the Lease Term. LESSEE hereby
acknowledges and agrees that Base Rent will be payable in respect of each of the Delivery
Date and the Termination Date.
5.5 Maintenance Rent.
5.5.1 In addition to Base Rent, and subject to escalation and adjustment as provided
in this Article 5.5.1, LESSEE will pay to LESSOR the following categories of Maintenance
Rent (each as defined on Schedule I) based on the utilization of the Aircraft during the
applicable Maintenance Rent Period: Airframe 6Y Maintenance Rent, Airframe 12Y
Maintenance Rent, Performance Restoration Maintenance Rent, Engine LLP Maintenance
Rent, Landing Gear Maintenance Rent and APU Maintenance Rent, (collectively
"Maintenance Rent" and each of the rates listed in Schedule I, a "Maintenance Rent Rate").
(a) Except for the Engine LLP Maintenance Rent Rate, all of the Maintenance
Rent Rates listed in Schedule I are based on [REDACTED: Item 2] cost estimates
and, without requirement for any notice, will escalate by the percentages specified
in Schedule I on the [REDACTED: Item 2] of each Maintenance Rent Adjustment
Period. For avoidance of doubt, such escalation calculation will be made on the
[REDACTED: Item 2] of the Maintenance Rent Adjustment Period to the then-
existing Maintenance Rent Rates and the resulting escalated Maintenance Rent
20 ARTICLE 5
REDACTED VERSION
Rates will be payable for all operation and lapse of calendar time in respect of the
Aircraft in that same Maintenance Rent Adjustment Period. In addition to the
foregoing, each Maintenance Rent Rate is subject to further increase based on (a)
any material change in the maintenance recommendations (work content or
interval) of Manufacturer or Engine Manufacturer, as applicable, and (b) the actual
cost experience of Lessee in respect of the corresponding MRA (as evidenced by
prior MRA Claims).
(b) The Engine LLP Maintenance Rent Rate will be adjusted as of the
[REDACTED: Item 2] of each Maintenance Rent Adjustment Period to be equal
to the then current Engine LLP Cost per Cycle. The "Engine LLP Cost per Cycle"
for an Engine for any given calendar year will be calculated by [REDACTED:
Item 2].
(c) In respect of Performance Restoration Maintenance Rent payable during the

period from [REDACTED: Item 2] through [REDACTED: Item 2] of the
calendar year in which Delivery occurs, LESSEE will pay LESSOR Performance
Restoration Maintenance Rent in the amount set out in Schedule I, Section D.3 (as
such rates are escalated as described in Article 5.5.1(a)) for each Engine (payable
when the Engine is utilized on the Aircraft or another aircraft). On [REDACTED:
Item 2] of the calendar year immediately following the year in which Delivery
occurs and thereafter on the [REDACTED: Item 2] of each subsequent
Maintenance Rent Adjustment Period during the Lease Term, the Performance
Restoration Maintenance Rent Rate applicable to each Engine will be adjusted
based upon [REDACTED: Item 2]. The adjusted Performance Restoration
Maintenance Rent Rate for each Engine will be payable for all utilization of such
Engine in the Maintenance Rent Adjustment Period in respect of which the
adjustment is made.
5.5.2 LESSEE acknowledges and agrees that (a) Maintenance Rent constitutes
additional rent to LESSOR for the lease, possession and operation of the Aircraft, will be fully
earned when received by LESSOR and is and will remain the sole and exclusive property of
LESSOR upon payment thereof by LESSEE, (b) LESSEE has no right, title or interest therein
and (c) LESSOR will be entitled to retain absolutely any Maintenance Rent paid without any
obligation to pay interest thereon to LESSEE. LESSOR may commingle the Maintenance
Rent with its general or other funds or transfer any such amounts to any other Person, and
LESSOR will not hold such amounts as agent or in trust for LESSEE or in any similar capacity.
5.6 Supplemental Rent for Excess Cycles. If in any calendar year (or portion thereof)
of the Lease Term the Airframe operates more Cycles than the maximum number of Cycles which
would result from a Flight Hour/Cycle ratio of [REDACTED: Item 1], LESSEE will pay
LESSOR as Supplemental Rent the amount specified in Schedule I, Section E for each Cycle the
Airframe actually operates during such calendar year (or portion thereof) in excess of the number
of Cycles which result from a Flight Hour/Cycle ratio of [REDACTED: Item 1]. A calculation
will be made as of December 31 of each year and as of the Termination Date and such
21 ARTICLE 5
REDACTED VERSION
Supplemental Rent will be due and payable by LESSEE on the date on which the next Maintenance
Rent payment is due following such Flight Hour/Cycle calculation period.
5.7 LESSOR's and LESSEE's Bank Account Information. The Security Deposit,
Rent and any other payment due under this Lease will be paid by wire transfer of immediately
available U.S. Dollar funds to LESSOR's bank account at:
[REDACTED: Item 3]
or to such other bank account as LESSOR may from time to time designate by written notice
("LESSOR's Bank"). When it is stated in this Lease that an installment of the Security Deposit,
Base Rent, Maintenance Rent or any other payment is due or must be paid or made by LESSEE
by a specific date, then such payment actually must be received by LESSOR's Bank on or before
such specific date, even if, in order for such payment to be received by LESSOR's Bank by such
specific date, LESSEE must initiate the wire transfer prior to such specific date.
Any payment due by LESSOR to LESSEE under this Lease, including any Settlement Amount
will be paid by wire transfer of immediately available U.S. Dollar funds to LESSEE's bank account
at:
[REDACTED: Item 3]
or to such other bank account as LESSEE may from time to time designate by written notice
("LESSEE's Bank").
5.8 Default Interest. If LESSEE fails to pay any amount payable under the Operative
Documents when due, LESSEE will pay to LESSOR, as Supplemental Rent (by way of liquidated
damages as compensation for loss and increased risk and not as a penalty), interest calculated at
the Default Interest Rate on that amount, until and including the date of payment in full by LESSEE
to LESSOR based upon actual days elapsed in an assumed year of 360 days and twelve months of
30 days each ("Default Interest"). [REDACTED: Item 2].
5.9 No Deductions or Withholdings. All amounts payable by LESSEE under this

Lease or any other Operative Document (including Security Deposit installments, Base Rent and
Maintenance Rent) will be paid in full without any set-off, counterclaim, deduction or withholding
of or in respect of any Tax, wire transfer fee or other charge of any nature unless LESSEE is
required by applicable Law to deduct or withhold in respect of such Tax, fee or other charge, in
which event LESSEE will, with respect to each affected payment:
5.9.1 Pay, on an after-Tax basis in accordance with Article 16.3, such additional
amount as is necessary so that LESSOR receives, after such deduction or withholding
(including any deduction or withholding with respect to such additional amount), an amount
equal to the amount that LESSOR would have received if such deduction or withholding had
not been made or required;
22 ARTICLE 5
REDACTED VERSION
5.9.2 Ensure that the deduction or withholding does not exceed the minimum amount
legally required;
5.9.3 Pay to the relevant Government Entity within the period for payment permitted
by applicable Law the full amount of the deduction or withholding (including the full amount
of any deduction or withholding from any additional amount paid pursuant hereto); and
5.9.4 Furnish to LESSOR within [REDACTED: Item 2] after the date of such
affected payment an official receipt of the relevant Government Entities for all amounts so
deducted or withheld.
[REDACTED: Item 2]
5.10 [REDACTED: Item 2]
5.11 Wire Transfer Disbursement Report. At the time any payment is made
hereunder, LESSEE will advise LESSOR in writing of the payment being made by LESSEE and
the allocation of such payment to the Security Deposit, Base Rent, Maintenance Rent,
Supplemental Rent, Default Interest and any other amounts then payable by LESSEE.
Notwithstanding the allocation set forth in LESSEE's report, if an Event of Default has occurred
and is continuing, LESSOR will have complete discretion to allocate LESSEE's payments as
LESSOR determines against LESSEE’s obligations due.
5.12 Net Lease.
5.12.1 This Lease is a net lease and LESSEE's obligations to pay Base Rent and make
other payments and to perform its other obligations in accordance with this Lease and the other
Operative Documents will be absolute and unconditional under any and all circumstances and
regardless of other events, including the following:
(a) any right of set off, counterclaim, recoupment, defense or other right
(including any right of reimbursement) which LESSEE may have against LESSOR,
any Affiliate of LESSOR, any Servicer or any Affiliate of such Servicer, Prior
Lessee, Manufacturer, Engine Manufacturer, any Relevant Party or any other
Person for any reason whatsoever, including any claim LESSEE may have for the
foregoing;
(b) unavailability or interruption in use of the Aircraft for any reason, including
a requisition thereof or any prohibition or interference with or other restriction
against LESSEE's use, operation or possession of the Aircraft (whether by Law or
otherwise), any defect in title, airworthiness, merchantability, fitness for any
purpose, condition, design, specification or operation of any kind or nature of the
Aircraft, the ineligibility of the Aircraft for any particular use or trade or for
registration under the Laws of any jurisdiction or Total Loss of the Aircraft;
23 ARTICLE 5
REDACTED VERSION
(c) insolvency, bankruptcy, winding-up, arrangement, restructuring,

reorganization, arrangement, readjustment of debt, dissolution, liquidation,
receivership, administration or similar proceedings by or against LESSOR,
LESSEE, any Affiliate of LESSOR or LESSEE, any Servicer or any Affiliate of
such Servicer, Prior Lessee, Manufacturer, Engine Manufacturer, any Relevant
Party or any other Person;
(d) invalidity or unenforceability or lack of due authorization of or other defect

in this Lease;
(e) failure or delay on the part of any party to perform its obligations under this
Lease; or
(f) any other circumstance which but for this provision would or might have
the effect of terminating or in any other way affecting any obligation of LESSEE
hereunder.
5.12.2 [REDACTED: Item 2]
5.12.3 Nothing in Article 5.12 will be construed to limit LESSEE's right to claim
damages arising from LESSOR's breach of its covenant of quiet enjoyment set forth in Article
21.2.
5.14 LESSOR Performance of LESSEE Obligation. If LESSEE fails to make any

payment under this Lease to a third party in connection with the Aircraft, which failure may result
in the imposition of any Security Interest upon the Aircraft or any part there or risk the sale,
forfeiture, seizure, detention, arrest or loss of the Aircraft or any Engine or any part thereof, or
fails to perform any other obligation required under this Lease, LESSOR may (but is not required
to) at its election and without waiver of its rights perform such obligation and/or pay such amount.
Within [REDACTED: Item 2] Business Days after written notice to LESSEE of the amount paid
by LESSOR on behalf of LESSEE, LESSEE will repay such amount to LESSOR together with
Default Interest. Such payment to LESSOR will constitute Supplemental Rent payable by
LESSEE to LESSOR hereunder. Any payment, performance or compliance by LESSOR of a
LESSEE obligation hereunder will not affect the occurrence or continuance of a Default or Event
of Default, as the case may be.
5.15 Consideration for Rent and Other Amounts. The amount of the Rent and other
payments contained in this Lease are in consideration of LESSEE's waiver of warranties and
acceptance of the disclaimers and LESSEE's provision of indemnities set forth in Article 8 and
16.1, respectively, and the other provisions of this Lease.
24 ARTICLE 5
REDACTED VERSION
ARTICLE 6 DELIVERY CONDITION AND INSPECTION OF AIRCRAFT
6.1 LESSEE Selection of Aircraft. LESSEE COVENANTS TO LESSOR AND

EACH OTHER RELEVANT PARTY THAT LESSEE HAS USED ITS OWN JUDGMENT IN
SELECTING THE AIRCRAFT AND HAS DONE SO BASED ON ITS SIZE, DESIGN AND
TYPE. LESSEE ACKNOWLEDGES THAT IN ACCEPTING THE AIRCRAFT IT IS
RELYING ON ITS OWN INSPECTION AND KNOWLEDGE OF THE AIRCRAFT IN
DETERMINING WHETHER THE AIRCRAFT SATISFIES THE REQUIREMENTS OF THIS
LEASE AND THE OTHER OPERATIVE DOCUMENTS. LESSEE ACKNOWLEDGES THAT
NEITHER LESSOR NOR ANY OTHER RELEVANT PARTY IS A MANUFACTURER,
REPAIRER OR SERVICING AGENT OF THE AIRCRAFT.
6.2 Condition at Delivery. [REDACTED: Item 2]
6.3 LESSEE Inspection of Aircraft at Delivery. LESSEE will have the ground
inspection and acceptance flight rights set forth in Exhibit B.
6.4 Delivery of Aircraft to LESSEE. Subject to LESSEE having performed all of the
conditions precedent to Delivery set forth in this Lease (or, if applicable, LESSOR's waiver of one
or more of such conditions precedent such that, after giving effect to such waiver, all conditions
precedent have been satisfied or deemed satisfied), immediately following redelivery of the
Aircraft from Prior Lessee to LESSOR, LESSOR will deliver the Aircraft to LESSEE at the
Delivery Location. Upon tender of the Aircraft by LESSOR to LESSEE in accordance with this
Lease, LESSEE will accept the Aircraft subject to each and every disclaimer and waiver set forth
in Article 8 and the date of tender by LESSOR to LESSEE will be deemed to be the Delivery Date
for all purposes under this Lease, including the commencement of LESSEE's obligation to pay
Rent hereunder. Such acceptance is irrevocable and unconditional. Nothing in this Lease will
obligate LESSOR to deliver the Aircraft to LESSEE if LESSEE has not complied with the
conditions contained in Articles 7.1 and 7.2.
6.5 Delay or Failure in Acceptance. [REDACTED: Item 2]
6.6 Deregistration. LESSOR is not obligated to take any action to deregister the
Aircraft or cause the Aircraft to be deregistered from its prior state of registration unless and until
LESSEE has executed and delivered the Acceptance Certificate in accordance with this Lease.
25 ARTICLE 6
DELIVERY CONDITION AND INSPECTION OF AIRCRAFT
REDACTED VERSION
ARTICLE 7 PRE-DELIVERY, DELIVERY AND POST-DELIVERY

REQUIREMENTS
7.1 Pre-Delivery Requirements. LESSEE will do each of the following within the
time frames set forth below:
7.1.1 At least [REDACTED: Item 2] prior to the Scheduled Delivery Date, LESSEE
will deliver to LESSOR:
(a) evidence that this Lease has been duly filed pursuant to the PPSA, the UCC
and the International Registry;
(b) search results in respect of the LESSEE from the Personal Property Register
maintain pursuant to the PPSA, evidencing no prior registration in any way relating
to this Lease and/or the Aircraft (other than the filing referenced in paragraph (a)
above);
(c) copies of resolutions of the Board of Directors of LESSEE or other written

evidence of appropriate action, duly certifying and authorizing the lease of the
Aircraft hereunder and the execution, delivery and performance of this Lease and
the other Operative Documents, together with an incumbency certificate as to the
individual or individuals authorized to execute and deliver documents on behalf of
LESSEE hereunder;
(d) the most recent business plan of LESSEE including monthly cash-flow,
profit and loss, and balance sheet projections;
(e) a certified copy of the audited balance sheet and other financial statements
of LESSEE (or consolidated statements of Guarantor) for the financial year ended
2017 (or 2018 if available), and if available the most recent quarterly financial
statements, prepared in accordance with generally accepted accounting principles
in LESSEE's jurisdiction of formation; and
(f) such information as LESSOR may request regarding LESSEE, any Person
who directly or indirectly owns or controls LESSEE (as determined pursuant to any
applicable Trade Laws) or any other applicable Persons and the intended use of the
Aircraft, in order for LESSOR to complete due diligence, to comply with the
Financial Conduct Laws and to satisfy LESSOR's internal compliance controls.
will deliver to LESSOR a draft certificate of insurance and broker's letter of undertaking in
form and substance acceptable to LESSOR evidencing that insurance of the Aircraft in
accordance with this Lease will be in place from the Delivery Date;
26 ARTICLE 7
PRE-DELIVERY, DELIVERY AND POST-DELIVERY REQUIREMENTS
REDACTED VERSION
will do each of the following:
(a) pay to LESSOR the first installment of Base Rent in accordance with Article
5.4.2;
(b) provide LESSOR with a letter to the Aviation Authority in the form and
substance of Exhibit D;
(c) provide LESSOR with a draft opinion of counsel substantially in the form
of Exhibit F, or such other form of opinion of counsel as agreed between LESSOR
and LESSEE, that will be issued on the Delivery Date;
(d) provide LESSOR with documents evidencing that all applicable customs
requirements have been satisfied and that LESSEE has obtained any necessary
licenses for the importation and ferrying of the Aircraft into Canada and that all
applicable customs duties, import taxes, and sales taxes in respect of the Aircraft
have been discharged by LESSEE (or arrangements satisfactory to LESSOR have
been made for obtaining, complying, or paying for the same), such that at return of
the Aircraft to LESSOR no additional fees, duties or taxes will be payable in order
to export the Aircraft from the State of Registration
(e) provide LESSOR with documents reasonably requested by LESSOR

evidencing the issuance of each approval, license and consent which may be
required in connection with the remittance to LESSOR of any amount payable
under this Lease or any other Operative Document or the performance by LESSEE
of any of its obligations hereunder or thereunder (including without limitation any
exchange control approval);
(f) provide LESSOR with a copy of such Aviation Documents as may be

available prior to the Scheduled Delivery Date;
(g) provide LESSOR with a power of attorney empowering LESSEE's

representative, who may be an officer or employee of LESSEE, to accept the
Aircraft on behalf of LESSEE;
(h) provide LESSOR with an executed original of the Lease Termination

Agreement in the form of Exhibit G;
(i) provide LESSOR with an IDERA in the form of Exhibit H;
(j) provide LESSOR with an executed copy of the Short Form Lease
Agreement in the form of Exhibit O;
(k) provide LESSOR with a letter from LESSEE to its maintenance providers,
any applicable airports and its major lenders pursuant to which such Persons are
27 ARTICLE 7
REDACTED VERSION
authorized to confirm to LESSOR, upon LESSOR's request from time to time, the
status of LESSEE's payments to such Persons with respect to the Aircraft and its
other aircraft;
(l) provide LESSOR with evidence of acceptance of appointment by a Person

acceptable to LESSOR to accept service of process on behalf of LESSEE and
Guarantor in New York (as further described in Article 27 and the Guarantee);
(m) provide LESSOR with a draft (or copy if previously approved by the
Aviation Authority) of the Maintenance Program and evidence of application to the
Aviation Authority for approval of the Maintenance Program;
(n) provide LESSOR with a Notice and Acknowledgment in the form of

Exhibit Q duly executed by LESSEE;
(o) provide LESSOR with a Guarantee in substantially the form of Exhibit P

duly executed by Guarantor; and
(p) provide LESSOR with such other documents as LESSOR may reasonably
request.
7.2 Delivery Requirements. On the Delivery Date, each of the following will occur:
7.2.1 LESSEE will execute and deliver to LESSOR an Acceptance Certificate in the
form of Exhibit E covering the Aircraft and effective as of the Delivery Date.
7.2.2 LESSEE will deliver a certificate signed by an officer of LESSEE stating all of
the following:
(a) the representations and warranties contained in Article 20 are true and
accurate on and as of the Delivery Date as though made on and as of such date
(except to the extent that such representations and warranties relate solely to an
earlier date); and
(b) no Default or Event of Default has occurred and is continuing or will result
from LESSEE's lease of the Aircraft hereunder.
7.2.3 LESSEE's counsel will deliver the signed original of the opinion of counsel
described in Article 7.1.
7.2.4 If any Creditor Agreement provides or contemplates that such Creditor will
obtain any right, title or interest in an Engine which is installed on such Creditor's aircraft,
LESSEE will deliver to LESSOR an engines cooperation agreement in form and substance
acceptable to LESSOR which is executed by LESSEE and LESSEE's Creditors (as defined
therein).
28 ARTICLE 7
REDACTED VERSION
7.2.5 To the extent there are any remaining available and assignable warranties in
respect of the Airframe and Engines, LESSEE and LESSOR will execute assignments of
Manufacturer and Engine Manufacturer rights in a form to be agreed to between LESSOR,
LESSEE and the Manufacturer or Engine Manufacturer, as applicable.
7.2.6 LESSEE will execute and deliver to LESSOR a letter addressed to Eurocontrol
in the form and substance of Exhibit I.
7.2.7 LESSEE will deliver to LESSOR a copy of such Aviation Documents as have
not been previously delivered which are available.
7.2.8 LESSEE will take any steps requested by LESSOR to register, protect and
perfect the respective interests of LESSOR and any other Relevant Party in the Aircraft and
the Operative Documents in accordance with Article 14.2, and provide evidence of same to
LESSOR.
7.2.9 LESSEE will provide LESSOR with a certified copy of the Maintenance
Program demonstrating its applicability to the Aircraft and the approval thereof by the Aviation
Authority.
7.2.10 LESSEE will cooperate with LESSOR to cause each International Interest
constituted in the Aircraft (including in the Engines) by this Lease and the other Operative
Documents to be registered on the International Registry in accordance with Article 14.3.
7.2.11 LESSEE will deliver the final certificate of insurance and broker's letter of
undertaking as described in Article 7.1.2.
7.3 Post-Delivery Requirements.
7.3.1 Within [REDACTED: Item 2] after Delivery (or such other timeframe noted
below), if not previously provided or accomplished, LESSEE will do each of the following:
(a) procure registration of the Aircraft in the register of aircraft of the State of
Registration showing Owner as the owner of the Aircraft and provide evidence of
the same to LESSOR;
(b) LESSEE will request the continuing certificate of registration in respect of

the Aircraft, and prior to the first revenue service following Delivery will provide
LESSOR with the continuing certificate of registration in respect of the Aircraft;
(c) within [REDACTED: Item 2] after Delivery, provide LESSOR with a

certified copy of the IDERA, duly endorsed by TCCA;
(d) prior to the first revenue service following Delivery, provide LESSOR with
a copy of the continuing certificate of airworthiness in respect of the Aircraft;
29 ARTICLE 7
REDACTED VERSION
(e) take any steps then requested by LESSOR to register, protect and perfect
the respective interests of LESSOR and any other Relevant Party in the Aircraft
and the Operative Documents in accordance with Article 14.2, and provide
evidence of same to LESSOR;
(f) provide LESSOR with copies of all Aviation Documents not previously
delivered;
(g) if the Aircraft could not be registered at Delivery, provide LESSOR with a
follow up opinion of counsel advising that the Aircraft has been registered in the
State of Registration and that all necessary and advisable filings have been made;
(h) if not available or provided before Delivery (but in any event prior to the
first revenue service following Delivery), LESSEE will provide LESSOR with a
copy of the Maintenance Program demonstrating its applicability to the Aircraft
and the approval thereof by the Aviation Authority and in any event prior to the
first revenue flight of the Aircraft; and
(i) provide LESSOR with satisfactory evidence that the Aircraft has been
imported into Canada in accordance with applicable Law (including a certified copy
of the Canada Customs B3 Form and all other necessary customs documents and
evidence that any applicable import/customs duties have been paid).
30 ARTICLE 7
REDACTED VERSION
ARTICLE 8 DISCLAIMERS AND WAIVERS
THE DISCLAIMERS, WAIVERS, AND CONFIRMATIONS SET FORTH IN THIS

ARTICLE 8 WILL APPLY AT ALL TIMES FROM AND AFTER THE DELIVERY DATE.
THUS, FROM AND AFTER THE TIME OF LESSEE'S ACCEPTANCE OF THE AIRCRAFT
AND EXECUTION AND DELIVERY OF THE ESTOPPEL AND ACCEPTANCE
CERTIFICATE, AS BETWEEN LESSOR AND EACH OTHER RELEVANT PARTY, ON THE
ONE HAND, AND LESSEE, ON THE OTHER HAND:
8.1 "As Is, Where Is". LESSEE AGREES THAT IT IS LEASING THE AIRCRAFT
AND THAT THE AIRCRAFT IS DELIVERED "AS IS, WHERE IS". LESSEE
UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT NEITHER LESSOR NOR
ANY OTHER RELEVANT PARTY NOR ANY OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES HAVE
MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM, CONDITION,
REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER
STATUTORY OR OTHERWISE) AS TO, AND LESSEE HEREBY WAIVES ANY EXPRESS
OR IMPLIED WARRANTY OR COVENANT (WHETHER STATUTORY OR OTHERWISE)
AS TO (a) THE CAPACITY, AGE, AIRWORTHINESS, VALUE, QUALITY, DURABILITY,
CONFORMITY TO THE PROVISIONS OF THIS LEASE AND THE OTHER OPERATIVE
DOCUMENTS, DESCRIPTION, CONDITION (WHETHER OF THE AIRCRAFT, ANY
ENGINE, ANY PART THEREOF OR THE AIRCRAFT DOCUMENTATION), DESIGN,
WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION,
STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE
OR PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRCRAFT
OR USE THE AIRCRAFT DOCUMENTATION IN ANY OR ALL JURISDICTIONS),
SUITABILITY OF THE AIRCRAFT OR ANY PART THEREOF OR THE ABSENCE OF
LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR
UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (b) THE ABSENCE
OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER
INTELLECTUAL PROPERTY RIGHTS, (c) ANY IMPLIED WARRANTY ARISING FROM
COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR (d) ANY
OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, ALL OF WHICH ARE
HEREBY EXPRESSLY, UNCONDITIONALLY AND IRREVOCABLY EXCLUDED AND
EXTINGUISHED.
8.2 Waiver of Warranty of Description. LESSEE HEREBY AGREES THAT ITS

ACCEPTANCE OF THE AIRCRAFT AT DELIVERY AND ITS EXECUTION AND
DELIVERY OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE CONSTITUTE
LESSEE'S WAIVER OF ANY WARRANTY OF DESCRIPTION, EXPRESS OR IMPLIED,
AND ANY CLAIMS LESSEE MAY HAVE AGAINST LESSOR OR ANY OTHER
RELEVANT PARTY BASED UPON THE FAILURE OF THE AIRCRAFT TO CONFORM
WITH SUCH DESCRIPTION. EVEN IF AT ANY TIME THE FAILURE OF THE AIRCRAFT
31 ARTICLE 8
DISCLAIMERS AND WAIVERS
REDACTED VERSION
TO CONFORM TO SUCH DESCRIPTION SUBSTANTIALLY IMPAIRS THE VALUE AND

UTILITY OF THE AIRCRAFT AND EITHER (i) LESSEE ACCEPTED THE AIRCRAFT
BASED ON A REASONABLE ASSUMPTION THAT THE NONCONFORMITY WOULD BE
CURED AND IT WAS NOT SEASONABLY CURED OR (ii) LESSEE ACCEPTED THE
AIRCRAFT WITHOUT DISCOVERING THE NONCONFORMITY BUT LESSEE'S
ACCEPTANCE OF THE AIRCRAFT WAS REASONABLY INDUCED EITHER BY THE
ASSURANCES OF LESSOR OR ANY OTHER RELEVANT PARTY OR BY THE
DIFFICULTY OF DISCOVERING ANY DEFECT PRIOR TO ACCEPTANCE, LESSEE
AGREES NOT TO LOOK TO LESSOR OR ANY OTHER RELEVANT PARTY FOR
DAMAGES OR RELIEF ARISING OUT OF THE FAILURE OF THE AIRCRAFT TO
CONFORM TO SUCH DESCRIPTION.
8.3 LESSEE Waiver and Disclaimer. LESSEE HEREBY WAIVES, AS BETWEEN

ITSELF, ON THE ONE HAND, AND LESSOR AND EACH OTHER RELEVANT PARTY, ON
THE OTHER HAND, AND AGREES NOT TO SEEK TO ESTABLISH OR ENFORCE, ANY
RIGHTS OR REMEDIES, EXPRESS OR IMPLIED (WHETHER STATUTORY, IN
CONTRACT OR TORT OR UNDER ANY STRICT LIABILITY OR OTHER THEORY),
AGAINST LESSOR OR ANY OTHER RELEVANT PARTY OR THE AIRCRAFT RELATING
TO ANY OF THE MATTERS MENTIONED IN ARTICLES 8.1 OR 8.2 OR THE CONDITION
OF THE AIRCRAFT, REGARDLESS OF THE NEGLIGENCE, WHETHER ACTIVE OR
PASSIVE OR OF ANY OTHER TYPE, OF LESSOR OR ANY OTHER RELEVANT PARTY.
LESSEE FURTHER AGREES THAT IT WILL NOT BE ENTITLED TO RECOVER, AND
HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO
RECOVER, REDUCED OR LOST PROFITS, REDUCED OR LOST REVENUE OR OTHER
CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES AS A
RESULT OF ANY BREACH OR ALLEGED BREACH BY LESSOR OF ANY OF THE
AGREEMENTS, REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS LEASE
OR ANY OTHER OPERATIVE DOCUMENT.
8.4 Conclusive Proof. DELIVERY BY LESSEE TO LESSOR OF THE ESTOPPEL

AND ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN
LESSOR AND EACH OTHER RELEVANT PARTY, ON THE ONE HAND, AND LESSEE,
ON THE OTHER HAND, THAT LESSEE'S TECHNICAL EXPERTS HAVE EXAMINED
AND INVESTIGATED THE AIRCRAFT AND ENGINES AND (a) EACH IS AIRWORTHY
AND IN GOOD WORKING ORDER AND REPAIR AND (b) THE AIRCRAFT AND ENGINES
AND THE AIRCRAFT DOCUMENTATION ARE WITHOUT DEFECT (WHETHER OR NOT
DISCOVERABLE AT DELIVERY) AND IN EVERY WAY SATISFACTORY TO LESSEE
AND IN SUITABLE CONDITION FOR DELIVERY TO AND ACCEPTANCE BY LESSEE.
8.5 No Liability to Repair or Replace. Neither LESSOR nor any other Relevant Party
will be liable for any expense in repairing or replacing any item of the Aircraft or be liable to
supply another aircraft or any item in lieu of the Aircraft or any Part thereof if the same is lost,
confiscated, damaged, destroyed or otherwise rendered unfit for use.
32 ARTICLE 8
REDACTED VERSION
8.6 No Waiver. Nothing in this Article 8 or elsewhere in this Lease will be deemed to
be a waiver by LESSEE of any rights it may have against Manufacturer, Engine Manufacturer or
any supplier or manufacturer of a Part.
8.7 Consideration for Disclaimers and Waivers. LESSEE's waiver of warranties and
acceptance of the disclaimers set forth in this Lease are made in consideration of (a) LESSEE's
rights hereunder to inspect the Aircraft, (b) LESSOR's assignment to LESSEE of any existing and
assignable warranties of Manufacturer and Engine Manufacturer and (c) the amount of Rent and
other payments set forth in this Lease.
33 ARTICLE 8
REDACTED VERSION
ARTICLE 9 MANUFACTURERS' AND VENDORS' WARRANTIES
9.1 Warranties. As set forth in Article 7.2.5, at Delivery LESSOR will assign or
otherwise make available (or will cause Owner to assign or otherwise make available) to LESSEE
for the duration of the Lease Term the benefit of all available assignable warranties and indemnities
given to LESSOR or Owner by Manufacturer and Engine Manufacturer relating to the Aircraft, if
any. Effective on the Delivery Date, all other assignable vendor warranties with respect to the
Aircraft are hereby assigned by LESSOR to LESSEE. LESSEE will diligently and promptly
pursue any valid claims it may have against Manufacturer, Engine Manufacturer and other vendors
and repairers under such warranties with respect to the Aircraft and will promptly provide
LESSOR with written notice of any warranty claim with a value greater than [REDACTED: Item
2]. LESSEE will not do or permit anything to be done or omit to do anything that would or would
be likely to prejudice any material right that LESSOR, Owner or any Finance Party may have
against Manufacturer, Engine Manufacturer or the manufacturer of any Part or repairer under any
agreement in respect of the Aircraft or any Part thereof.
9.2 Warranties for Work Performed During Lease Term. At the time LESSEE has
work performed on the Aircraft, an Engine or any Part during the Lease Term, LESSEE will obtain
the written agreement of Manufacturer, Engine Manufacturer and any other vendor or repair
facility performing major repair or overhaul work that the warranties received by LESSEE for such
work are assignable to and extend to the benefit of Owner and any future owner and any subsequent
operator of the Aircraft or Engine after the Termination Date.
9.3 Reassignment. On the Termination Date, the benefit of any warranty assigned by
LESSOR to LESSEE pursuant to Articles 7.2.5 and 9.1 will be reassigned automatically to Owner.
At LESSOR's election, LESSEE's rights under such warranties (including LESSEE's claims and
rights to payment thereunder) will revert to LESSOR or Owner during any period in which an
Event of Default is continuing (and during the continuation of such Event of Default LESSOR
may recover from LESSEE any portion of the proceeds of any claim previously paid to LESSEE
to the extent that such claim relates to any defect in the Aircraft not fully and completely rectified
by LESSEE). Similarly, any additional warranties received by LESSEE from Manufacturer,
Engine Manufacturer and any other vendor or repair facility for work performed on the Aircraft,
Engine or any Part during the Lease Term will be automatically assigned by LESSEE to Owner
on the Termination Date. LESSEE at its own cost and expense will do all such things and execute
such documents as may be required for these purposes, including providing assistance to LESSOR
and Owner following the Termination Date in seeking and obtaining the benefits of such
reassigned warranties to the extent that LESSOR and Owner are unable to directly invoke and
obtain the benefit thereof (it being agreed that such obligation of LESSEE will survive the
Termination Date).
34 ARTICLE 9
MANUFACTURERS' AND VENDORS' WARRANTIES
REDACTED VERSION
ARTICLE 10 OPERATION OF AIRCRAFT
10.1 Costs of Operation. LESSEE will promptly pay and discharge all costs incurred
in connection with or related to any Aircraft Activity during the Lease Term and until the
Termination Date, including the costs of flight crews, cabin personnel, fuel, oil, lubricants,
maintenance, insurance, storage, landing and navigation fees, airport charges, customs duties,
passenger service charges and any and all other expenses of any kind or nature, directly or
indirectly, in connection with or related to any Aircraft Activity. The obligations of LESSEE
under this Article 10.1 will survive the Termination Date and continue in full force and effect,
notwithstanding any breach by LESSOR or LESSEE of the terms of this Lease, the expiration or
termination of this Lease, the termination of the leasing of the Aircraft to LESSEE under this Lease
or the repudiation by LESSOR or LESSEE of this Lease.
10.2 Compliance with Laws. LESSEE will throughout the Lease Term and until the
Termination Date maintain operational control of the Aircraft (except in the case of a sublease
entered into in accordance with this Lease or any other Operative Document, in which case the
applicable sublessee will maintain operational control of the Aircraft at all times during the term
of the applicable sublease) and use (or cause any applicable sublessee to use) the Aircraft in
accordance with the applicable Laws of the State of Registration and of any country, state, territory
or municipality into or over which LESSEE (or any applicable sublessee) may operate. LESSEE
will not operate, use or employ the Aircraft or allow, suffer or cause the Aircraft to be operated,
used or employed (a) in any manner which is, or would cause LESSEE, LESSOR, Owner or
Beneficial Owner to be, in violation of any Law applicable to LESSEE, LESSOR, Owner,
Beneficial Owner or the Aircraft or (b) in any manner which may render the Aircraft liable to
condemnation, destruction, seizure, detention or confiscation by any Government Entity. LESSEE
will not permit the Aircraft to be exported or operated in any manner to or in (x) any Prohibited
Country or (y) any other country if so doing would cause LESSEE, LESSOR, Owner or Beneficial
Owner to be in violation of any Law applicable to any of them or to the Aircraft.
10.3 Training. LESSEE will not use the Aircraft for testing or for training of flight
crew members other than LESSEE crew members and will not use the Aircraft for training any
more than it utilizes for training the other aircraft in its fleet.
10.4 No Violation of Insurance Policies. LESSEE will not use or permit the Aircraft
to be used in any manner or for any purpose which is not covered by the insurance policies
LESSEE is required to carry and maintain as set forth in this Lease. LESSEE will not carry any
goods of any description excepted or exempted from such policies or do any other act or permit to
be done anything which could reasonably be expected to invalidate or limit any such insurance
policies.
10.5 Flight, Airport and ETS Charges.
10.5.1 LESSEE will pay promptly when due all airport or en route navigation charges
(including NAV Canada and Eurocontrol charges), navigation service charges, landing fees
35 ARTICLE 10
OPERATION OF AIRCRAFT
REDACTED VERSION
and all other charges payable by LESSEE for the use of or for services provided at any airport,
whether in respect of the Aircraft or any other aircraft of LESSEE.
10.5.2 Except to the extent prohibited by the Aviation Authority or by any Law under
which LESSEE is bound, LESSEE will (a) comply, and procure that any approved sublessee
or wet lessee complies, with all laws relating to aircraft emissions promulgated at any time and
from time to time by any Government Entity of any jurisdiction which is not a member state
of the European Union, applicable to any of them or the Aircraft (including, without limitation,
all EU ETS Laws) and, promptly on request from LESSOR, supply to LESSOR evidence
reasonably satisfactory to LESSOR of such compliance, (b) ensure that LESSEE or any
approved sublessee or wet lessee be deemed the "aircraft operator" in respect of the Aircraft
for purposes of the EU ETS Laws, and (c) identify Owner as the "aircraft owner" in respect of
the Aircraft to any EU ETS Authority whenever necessary or advisable under the EU ETS
Laws or whenever LESSOR may request.
10.5.3 If requested by LESSOR, LESSEE will provide LESSOR with a list of the
airports to which LESSEE regularly operates the Aircraft or its other aircraft. LESSEE hereby
authorizes NAV Canada, Eurocontrol or any other aviation authority or airport or creditor
claiming rights in respect of the Aircraft to confirm to LESSOR or any Servicer the status of
LESSEE's payments to such creditor in respect of the Aircraft and LESSEE's other aircraft, as
and when requested by LESSOR or such Servicer.
10.6 Habitual Base. LESSEE will ensure that the Aircraft is habitually based in the
Habitual Base.
36 ARTICLE 10
OPERATION OF AIRCRAFT
REDACTED VERSION
ARTICLE 11 SUBLEASES
11.1 No Sublease without LESSOR Consent. LESSEE WILL NOT SUBLEASE OR

PART WITH POSSESSION OF THE AIRCRAFT (EXCEPT FOR MAINTENANCE AND
REPAIR) AT ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR (THE
GRANTING OF WHICH BEING AT LESSOR'S SOLE DISCRETION) AND IN
ACCORDANCE WITH SUCH REQUIREMENTS AS MAY FROM TIME TO TIME BE
AGREED IN WRITING BETWEEN LESSOR AND LESSEE. NO SUBLEASING OF AN
ENGINE WILL BE PERMITTED. SUBLEASING TO A PROHIBITED PERSON IS NOT
PERMITTED.
11.2 LESSOR Costs. LESSEE will indemnify each of LESSOR, each Servicer, Owner
and each Finance Party on demand for all out-of-pocket expenses (including legal fees) incurred
in connection with the assessment by each such party of any subleasing proposal (whether or not
LESSOR's consent to the applicable sublease is ultimately given) and implementation of any
sublease.
11.3 Any Approved Sublease. Any sublease approved by LESSOR will be for a term
no greater than the remaining Lease Term. The applicable sublease agreement will contain
provisions consistent with this Lease protecting the respective interests of LESSOR, Owner and
each other Relevant Party in the Aircraft and the Operative Documents, providing appropriate
disclaimers and indemnities in favor of LESSOR, Owner and the other Relevant Parties, regarding
the maintenance and repair standards for the Aircraft and concerning the insurances which will be
carried by the sublessee and the circumstances which constitute a Total Loss of the Aircraft. Any
such sublease will be expressly subject and subordinate to this Lease, the other Operative
Documents, the Finance Documents and the respective rights, title and interests of the Relevant
Parties in the Aircraft and the Operative Documents. LESSOR will have an opportunity to review
the proposed sublease agreement in advance in order to determine that it meets the requirements
of this Article 11.3. LESSOR may in its sole discretion require that LESSEE provide to each
Relevant Party an opinion of counsel from the jurisdiction(s) in which the proposed sublessee is
located and the Aircraft is to be registered under the proposed sublease, in form and substance
satisfactory to LESSOR, including opinions to the effect that the rights of the Relevant Parties in
and to the Aircraft, the Operative Documents and the Finance Documents will be protected and
otherwise unaffected by the entry into and performance of the proposed sublease or any consequent
change in the State of Registration (if approved by LESSOR) and that such proposed sublease will
not prejudice LESSOR's rights to repossess the Aircraft upon the occurrence of an Event of Default
or a default under such sublease. LESSEE may not amend the terms of any approved sublease
agreement without the prior written consent of LESSOR. LESSEE will carry the contingent
insurances described in Article 18.10 for the term of an approved sublease.
11.4 Assignment of Sublease. Any approved sublease will be assigned to LESSOR or

a Finance Party (as designated in writing to LESSEE by LESSOR) as security pursuant to a
security assignment agreement in a form satisfactory to LESSOR. LESSEE will deliver the
37 ARTICLE 11
SUBLEASES
REDACTED VERSION
original counterpart of the sublease to LESSOR and make any filings necessary to protect the
respective Security Interests of LESSOR and any applicable Finance Party.
11.5 Application of Cape Town Convention. If a sublease constitutes an International

Interest in the Aircraft or any of the Engines, LESSEE will cause all International Interests
constituted by such sublease to be registered on the International Registry (with such duration as
LESSOR specifies), and will assign all such International Interests to LESSOR and transfer the
right to discharge all such International Interests to LESSOR. In addition, LESSEE will obtain in
favor of LESSOR an IDERA from the approved sublessee in the form of Exhibit H.
11.6 Wet Leases. The wet leasing of the Aircraft during the Lease Term (whereby the
Aircraft will at all times be subject to the full operational control of LESSEE) will be permitted
without LESSOR's consent, provided that (a) the Aircraft remains registered in the State of
Registration, (b) the Aircraft not be wet leased to a Prohibited Person or wet leased for operations
to, from or within a Prohibited Country, (c) LESSEE provides LESSOR with an officer's
certificate from LESSEE confirming that the wetlease agreement complies with the requirements
of this Article 11.6, (d) LESSEE complies with Article 18.11 and (e) the wet lease will be for a
term no greater than six months and, in any event, no greater than the remaining Lease Term.
11.7 Continued Responsibility of LESSEE. LESSEE will continue to be responsible

for performance of its obligations under this Lease and the other Operative Documents during any
period of sublease or wet lease.
38 ARTICLE 11
SUBLEASES
REDACTED VERSION
ARTICLE 12 MAINTENANCE OF AIRCRAFT
[REDACTED: Item 2]
39 ARTICLE 12
MAINTENANCE OF AIRCRAFT
REDACTED VERSION
ARTICLE 13 MAINTENANCE CONTRIBUTIONS
[REDACTED: Item 2]
40 ARTICLE 13
MAINTENANCE CONTRIBUTIONS
REDACTED VERSION
ARTICLE 14 TITLE AND REGISTRATION
14.1 Title to the Aircraft. Legal title to the Aircraft will remain vested in Owner subject
to the Finance Documents and this Lease and any assignments or transfers carried out in
accordance with Article 24. LESSEE will have no right, title or interest in the Aircraft except for
the right to lease the Aircraft pursuant to this Lease. LESSEE will not hold itself out as owner of
the Aircraft and will, on all occasions when the ownership of the Aircraft or any part thereof is
relevant, inform all applicable Persons that Owner holds title thereto (subject to the Finance
Documents, if applicable).
14.2 Registration of Aircraft. Throughout the Lease Term LESSEE will, at its sole
cost and expense, (i) register and maintain or procure the registration of the Aircraft by filing the
Short Form Lease (and any amendments thereto) at the register of aircraft maintained by the
Aviation Authority and (ii) from time to time take all other steps then required by Law or by
practice, custom or understanding or as LESSOR may request to protect, preserve, maintain and
perfect to the fullest extent possible in accordance with applicable Law the rights, title and interests
of the Relevant Parties in and to the Aircraft and the Operative Documents (including under the
Finance Documents, if applicable) in the State of Registration, the jurisdiction of LESSEE's
formation or in any other jurisdiction in or over which the Aircraft may be operated at any time.
LESSEE will provide LESSOR with evidence of such registrations as soon as available. LESSEE
will ensure that the original certificate of registration for the Aircraft is kept on the Aircraft or,
where it is permitted to be removed, in safe custody. LESSEE will not take any action without the
prior written consent of LESSOR or omit to take any action that may discharge, deregister or
adversely affect the registration of the Aircraft pursuant to this Article 14 or otherwise prejudice
the rights, title and interest of the Relevant Parties in and to the Aircraft and/or the Operative
Documents (including under the Finance Documents, if applicable). In the event of any conflict
between the terms of the Short Form Lease and this Lease, this Lease will prevail.
14.3 Cape Town Convention. LESSEE will cooperate with LESSOR in taking such
actions as the Cape Town Convention may require and entitle LESSEE to take so that every
International Interest constituted by or pursuant to this Lease with respect to the Aircraft and each
Engine will be registered on the International Registry at the time of Delivery. At LESSOR's
request from time to time, LESSEE will cooperate with LESSOR in (a) taking such actions as the
Cape Town Convention may require and entitle the LESSEE to take so that any (i) International
Interest (and any assignment, acquisition, and/or subordination thereof) constituted by or pursuant
to this Lease in the Aircraft and/or any Engine, and any International Interest constituted by any
amendment, extension and/or assignment or novation of this Lease, may be registered on the
International Registry (and any such registration may be amended, extended or discharged), and
(ii) CT Sale effected pursuant to the Lease with respect to an Engine may be registered on the
International Registry, and (b) obtaining all approvals from and pay all fees to the International
Registry as may be required to duly and timely perform LESSEE's obligations under this Lease to
register on the International Registry any International Interest (and any assignment, acquisition,
subordination, amendment, extension or discharge thereof) and any CT Sale.
41 ARTICLE 14
TITLE AND REGISTRATION
REDACTED VERSION
14.4 No Other Registration at International Registry. Unless LESSOR has requested

LESSEE to make or consent to a registration at the International Registry, LESSEE will not
consent to or permit any Person other than a Relevant Party to make any registration at the
International Registry (including prospective registrations) under the Cape Town Convention in
relation to this Lease, the other Operative Documents or the Aircraft (including the Engines). If
registered on the International Registry, LESSEE will immediately cause the International
Registry to discharge the registration of any International Interest, Prospective International
Interest, Prospective Sale or Non-consensual Right or Interest in respect of the Aircraft and/or any
Engine other than the registration of an interest that constitutes a Permitted Lien.
14.5 Filing of this Lease. To the extent permitted by Law and in accordance with the
requirements of the Law from time to time, LESSEE at its sole cost and expense will cause this
Lease to be kept, filed, recorded and refiled or rerecorded in the State of Registration and in any
other offices necessary to protect LESSOR's rights hereunder. Without limiting the generality of
the forgoing, LESSEE will, at its sole cost and expense procure that this Lease, any notice thereof
or any financing statement, as applicable, is registered, filed, re-registered or re-filed with the
relevant authorities in the jurisdiction or jurisdictions in which LESSEE's PPSA Location and FAA
Location are located. LESSEE will procure the renewal of all registrations and filings and take all
such other steps as may be necessary to continue to maintain the perfection, preservation,
protection and priority of LESSOR's interest in the Aircraft during the Lease Term in those
jurisdictions in which this Lease (or any notice or financing statement) is required to be registered
or filed pursuant hereto. LESSEE will discharge its obligations to procure any such registration,
filing or renewal by requesting that counsel to LESSOR, as notified by LESSOR to LESSEE for
a particular transaction, prepare and make such registration, filing or renewal, the form of which
to be reasonably acceptable to LESSEE and notwithstanding any other provisions hereof, to be
made at the sole cost and expense of LESSEE.
14.6 Evidence of Registration and Filings. As LESSOR may reasonably request from
time to time, LESSEE will furnish to LESSOR such evidence reasonably satisfactory to LESSOR
of the registrations and filings required hereunder, and if reasonably required, an opinion of
counsel.
42 ARTICLE 14
TITLE AND REGISTRATION
REDACTED VERSION
ARTICLE 15 IDENTIFICATION PLATES
LESSOR will affix and LESSEE will at all times maintain on the Airframe and each Engine
the identification plates containing the following legends or any other legend requested by
LESSOR in writing from time to time:
15.1 Airframe Identification Plates.
Location: One to be affixed to the Aircraft structure above the forward

entry door adjacent to and not less prominent than that of
Manufacturer's data plate and another prominent place on the
flight deck.
Size: No smaller than 10 cm x 7 cm
Legend: "THIS AIRCRAFT WITH MANUFACTURER'S SERIAL

NUMBER 2594 IS OWNED BY MENELAUS I LIMITED
WHOSE ADDRESS IS AT 4450 ATLANTIC AVE.,
WESTPARK, SHANNON, CO. CLARE, IRELAND AND IS
MORTGAGED TO CITIBANK N.A., AS COLLATERAL
AGENT"
15.2 Engine Identification Plates.
Location: The legend on the plate must be no less prominent than Engine
Manufacturer's data plate and must be visible.
Size: No smaller than 10 cm x 7cm.
Legend: "THIS ENGINE IS OWNED BY MENELAUS I LIMITED

WHOSE ADDRESS IS AT 4450 ATLANTIC AVE.,
WESTPARK, SHANNON, CO. CLARE, IRELAND AND IS
MORTGAGED TO CITIBANK N.A., AS COLLATERAL
AGENT."
15.3 Maintenance of Plates.
15.3.1 LESSEE will at all times maintain such plates in good repair, clearly visible
and free of obstructions and will cause the plates to be promptly fitted to any replacement
Engine.
15.3.2 If LESSOR from time to time notifies LESSEE that the Aircraft will be subject
to a Security Interest pursuant to any Finance Document, LESSOR will provide, at LESSOR’s
cost, and LESSEE will within 30 days affix replacement identification plates complying with
43 ARTICLE 15
IDENTIFICATION PLATES
REDACTED VERSION
the requirements of this Article 15 and including respective legends as follows: "THIS
AIRCRAFT / ENGINE WITH MANUFACTURER'S SERIAL NUMBER [….] IS OWNED
BY [….] [OWNER'S ADDRESS] AND SUBJECT TO A SECURITY INTEREST IN FAVOR
OF [….]".
44 ARTICLE 15
IDENTIFICATION PLATES
REDACTED VERSION
ARTICLE 16 TAXES
[REDACTED: Item 2]
45 ARTICLE 16
TAXES
REDACTED VERSION
ARTICLE 17 INDEMNITIES
17.1 General Indemnity. Except as set forth in Article 17.2, LESSEE agrees to
indemnify and hold harmless each of LESSOR, the other Relevant Parties, the respective
successors, assigns, transferees, subrogees, shareholders, partners, Affiliates, agents,
representatives and subcontractors (so long as such subcontractors are not providers or
maintenance or repair services) of LESSOR and each other Relevant Party and the officers,
directors and employees of each of the foregoing Persons (individually an "Indemnitee" and
collectively "Indemnitees") from and against any and all liabilities, obligations, losses, damages,
fines (whether criminal or civil), penalties, claims, demands, actions, suits, proceedings,
judgments, orders, or other sanctions, payments, charges, fees, costs, disbursements and expenses
(including legal fees and expenses) of every kind and nature (collectively "Expenses") which are
imposed on, incurred by or asserted against any Indemnitee or the Aircraft by any Person other
than LESSEE and which are in any way relating to, based on or arising out of any of the following:
17.1.1 the death or injury to any observer, representative or employee of LESSEE in

connection with any demonstration flight or inspection of the Aircraft by LESSEE prior to the
Lease Term;
17.1.2 any Aircraft Activity (whether by LESSEE, any sublessee or any other Person)
during the Lease Term and until the Termination Date (including the acceptance flights at
return), whether or not the same is in compliance with the terms of this Lease, including
without limitation claims for death, personal injury, property damage, other loss or harm to
any Person and claims relating to any Laws, including without limitation environmental
control, noise and pollution laws, rules or regulations;
17.1.3 fuel, airport or en route navigation charges (including NAV Canada and
Eurocontrol charges), navigation service charges, landing fees and all charges payable for the
use of or for services provided at any airport, whether in respect of the Aircraft or any other
aircraft of LESSEE, during the Lease Term and until the Termination Date;
17.1.4 the prevention or attempt to prevent the arrest, confiscation, seizure, taking in
execution, impounding, forfeiture or detention of the Aircraft, or in securing the release of the
Aircraft; or
17.1.5 as a consequence of any Default or Event of Default by LESSEE.
The foregoing indemnity by LESSEE is intended to include and cover any Expense to which an
Indemnitee may be subject (in contract, tort, strict liability or under any other theory) regardless
of the negligence, active or passive or any other type, of such Indemnitee, so long as such Expense
does not fall within any of the exceptions listed in Article 17.2.
17.2 Exceptions to General Indemnities. The indemnity provided for in Article 17.1
will not extend to Expenses of any Indemnitee to the extent resulting from or arising out of any of
the following:
46 ARTICLE 17
INDEMNITIES
REDACTED VERSION
17.2.1 Expenses which are caused by, and which would not have been incurred but
for, the Gross Negligence or willful misconduct of such Indemnitee;
17.2.2 Expenses which LESSEE and LESSOR mutually agree or, absent mutual
agreement, are judicially determined to be attributable to acts or events which occur after the
Termination Date and return of the Aircraft to LESSOR in the condition required hereunder,
but in any such case only to the extent not attributable to acts or omissions of LESSEE;
17.2.3 without prejudice to Article 17.3, Expenses that are Taxes;
17.2.4 Expenses due to the breach by LESSOR of its covenant of quiet enjoyment
pursuant to Article 21.2 (except to the extent covered by the insurances LESSEE is required to
carry pursuant to Article 18 or other LESSEE insurances); or
17.2.5 Expenses that arise solely as a direct result of a LESSOR's Lien and which do
not arise as a result of any Aircraft Activity.
17.4 Timing of Payment. It is the intent of the parties that each Indemnitee will have
the right to indemnification for Expenses hereunder as soon as a claim is made and as soon as an
Expense is incurred, whether or not such claim is meritorious and whether or not liability is
established (but subject to Article 17.8). LESSEE will pay an Indemnitee for Expenses pursuant
to this Article 17 within 10 days after receipt of a written demand therefor from such Indemnitee
accompanied by a written statement describing in reasonable detail the basis for such indemnity.
17.5 Subrogation. Upon the payment in full of any indemnity pursuant to this Article
17 by LESSEE, provided no Default or Event of Default has occurred and is continuing, LESSEE
will be subrogated to any right of the Indemnitee in respect of the matter against which such
indemnity has been made (except there will be no subrogation with respect to such Indemnitee's
insurance policies or its insurers).
17.6 Notice. Each Indemnitee and LESSEE will give prompt written notice one to the
other of any liability of which such party has knowledge for which LESSEE is, or may be, liable
under Article 17.1; provided, however, that failure to give such notice will not terminate any of
the rights of Indemnitees under this Article 17 except to the extent that LESSEE has been
materially prejudiced by the failure to provide such notice.
17.7 Refunds. If any Indemnitee obtains a recovery of all or any part of any amount
which LESSEE has paid to such Indemnitee, such Indemnitee will pay to LESSEE the net amount
recovered by such Indemnitee.
17.8 Defense of Claims. Unless a Default or Event of Default has occurred and is
continuing, LESSEE and its insurers will have the right (in each such case at LESSEE's sole
expense) to investigate or defend any claim covered by insurance for which indemnification is
sought pursuant to Article 17.1 and each Indemnitee will cooperate with LESSEE or its insurers
47 ARTICLE 17
INDEMNITIES
REDACTED VERSION
(to the extent it is reasonable for the Indemnitee to do so) with respect thereto; provided that
LESSEE will not and will not permit its insurers to compromise or settle any claim that may result
in any admission of culpability on the part of any Indemnitee or otherwise subject any Indemnitee
to any material civil or any criminal penalty and provided further that no Indemnitee will be
prevented from settling or paying any claim immediately if required by Law to do so or to prevent
material prejudice to an Indemnitee if, in such Indemnitee's reasonable judgment, any act, delay
or omission of LESSEE indicates that the interests of such Indemnitee may be adversely affected
or prejudiced by LESSEE's continued defense of such claim. If LESSEE or its insurers are
retaining attorneys to handle such claim, such counsel must be reasonably satisfactory to the
Indemnitees.
17.9 No Double Recovery. Without limiting LESSOR's right to pursue payment from
LESSEE for a particular Expense under both this Article 17 and Article 25.6, LESSOR will not be
entitled to actually receive payment from LESSEE for the same Expense twice.
17.10 Survival of Obligation. The representations, warranties, indemnities and

agreements of LESSEE provided for in this Article 17 will survive the Termination Date and
continue in full force and effect notwithstanding any breach by LESSOR or LESSEE of the terms
of this Lease, the expiration or termination of this Lease, the termination of the leasing of the
Aircraft to LESSEE under this Lease or the cancellation or repudiation by LESSOR or LESSEE
of this Lease.
17.11 Benefit. This Article 17 is expressly intended for the benefit of, and is enforceable
by, each Indemnitee.
48 ARTICLE 17
INDEMNITIES
REDACTED VERSION
ARTICLE 18 INSURANCE
18.1 Insurances. Throughout the Lease Term and as required by Article 18.12 below
LESSEE will, at its own expense, effect and maintain in full force and effect the insurance and,
where required by LESSOR, reinsurance, and the broker's letter of undertaking described in this
Article 18 and in Exhibit C (the "Insurances") through brokers and with insurers of recognized
international standing in London or New York or such other insurance markets as may be approved
by LESSOR and who normally participate in aviation insurances in the leading international
insurance markets and led by internationally recognized and reputable underwriters. LESSOR
may require LESSEE to amend the Insurances from time to time so that the scope and level of
cover are maintained in order that the interests of LESSOR, Owner and the other Indemnitees, in
LESSOR's sole opinion, are prudently protected. The certificates of insurance and the broker's
letter of undertaking provided to LESSOR in connection with this Lease must be in English.
18.2 Date Recognition . In case a date recognition exclusion clause AVN 2000A or
equivalent clause acceptable to insurers is contained or introduced into insurance coverage of
LESSEE with respect to the Aircraft or otherwise, LESSEE must fulfill all requirements to enable
insurers to write back the insurance cover in accordance with the date recognition limited coverage
clause AVN 2001A (with respect to Hull and Aircraft Liability coverage) and AVN 2002A (with
respect to non-Aircraft liability) or any equivalent clause with the same effect.
18.3 Renewal. Not less than five Business Days before the expiration or termination
date of any Insurances, LESSEE will upon request procure that its brokers confirm in writing to
LESSOR that the Insurances have been renewed. Within [REDACTED: Item 2] after the renewal
date, LESSEE will furnish to LESSOR or, at its request, to LESSOR's insurance brokers, the
renewal certificates of insurance (and reinsurance if applicable) and the broker's letter of
undertaking.
18.4 Third Party War Liability Insurance. LESSEE will carry third party war liability
insurance in an amount at least equal to the Minimum Liability Coverage (and will provide
LESSOR with evidence of such coverage).
18.5 Installation of Third Party Engine. If LESSEE installs an engine not owned by
LESSOR on the Aircraft, either (a) LESSEE's hull insurance on the Aircraft will automatically
increase to such higher amount as is necessary in order to satisfy both LESSOR's requirement to
receive the Agreed Value in the event of a Total Loss and the amount required by the third party
engine owner (and if the policy has a "maximum agreed value any one aircraft" provision or clause,
LESSEE will immediately cause any such limit to be increased to fully cover the aggregate of the
required agreed value for the third party-owned engine and the Agreed Value for the Aircraft) or
(b) separate additional insurance on such engine will attach in order to satisfy separately the
requirements of the LESSEE to such third party engine owner.
18.6 Deductibles. If there is a material adverse change in the financial condition of

LESSEE which LESSOR reasonably believes will cause LESSEE to be unable to pay the then
current deductible upon the occurrence of a partial loss of the Aircraft or an Engine, then LESSOR
49 ARTICLE 18
INSURANCE
REDACTED VERSION
may require LESSEE at LESSEE's expense to lower such deductible to a level which is available
on commercially reasonable terms in the insurance market.
18.7 Assignment of Rights by LESSOR. If LESSOR assigns all or any of its rights
under this Lease or otherwise disposes of its rights, title or interest in the Aircraft to any Person as
permitted by this Lease, LESSEE will, upon request, procure that such Person hereunder be added
as a loss payee and/or an additional insured in the policies effected hereunder and enjoy the same
rights and insurance enjoyed by LESSOR under such policies. LESSOR will nevertheless
continue to be covered by such policies.
18.8 Insurance Covenants.
LESSEE will:
(i) ensure that all requirements as to insurance of the Aircraft, any

Engine or any Part which may from time to time be imposed by the Laws
of the State of Registration, the jurisdiction of organization of LESSEE or
any state to, from or over which the Aircraft may be flown, in so far as they
affect or concern Aircraft Activity, are complied with;
(ii) comply with the terms and conditions of each policy of the
Insurances and not do, consent or agree to any act or omission which:
(a) invalidates or may invalidate the Insurances;
(b) renders or may render void or voidable the whole or any part
of any of the Insurances; and/or
(c) brings any particular insured liability within the scope of an

exclusion or exception to the Insurances;
(iii) not make any modification or alteration to the Insurances adverse to

the interests of any of the Indemnitees and notify LESSOR promptly of any
modification or alteration;
(iv) be solely responsible for any deductible under the Insurances;
(v) provide any other information and assistance in respect of the

Insurances that LESSOR may from time to time reasonably require,
including, but not limited to, information as to any claim being made or
threatened to be made, information as to the payment of premium and
evidence as LESSOR may require as to LESSEE's compliance with its
obligations under this Article 18;
(vi) not create any Security Interests over the Insurances other than in
favor of LESSOR; and
50 ARTICLE 18
INSURANCE
REDACTED VERSION
(vii) not take out insurances with respect to the Aircraft or any Engine
other than as required under this Lease where such insurance will or may
prejudice the Insurances or recovery hereunder (such as insuring the
Aircraft for a value higher than the Agreed Value) provided that LESSEE
may carry hull all risks and hull war and allied perils cover on the Aircraft
in excess of the Agreed Value (which is payable to LESSOR) only to the
extent that such excess insurance (which is payable to the LESSEE) does
not exceed 10% of the Agreed Value and only to the extent that such excess
insurance will not prejudice the insurance required herein or recovery by
the LESSOR thereunder.
18.9 Failure to Insure
18.9.1 If at any time any of the Insurances ceases to be in full force and effect, LESSEE
will:
(i) forthwith ground or cause to be grounded the Aircraft and keep the
Aircraft grounded until such time as all Insurances are in full force and
effect again; and
(ii) immediately notify LESSOR of such circumstance and provide

LESSOR with full details of any steps which LESSEE is taking or proposes
to take, in order to remedy such non-compliance.
18.9.2 If at any time any of the Insurances ceases to be in full force and effect, each of
the Indemnitees will be entitled (but not bound), without prejudice to any rights of LESSOR
or any other Indemnitee under this Lease:
(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. Any sums so expended by LESSOR and/or such Indemnitee
will become immediately due and payable by LESSEE to LESSOR or, as
applicable, the relevant Indemnitee, together with Default Interest thereon,
from the date of expenditure by LESSOR or the relevant Indemnitee up to
the date of reimbursement by LESSEE; and
(ii) at any time while such failure is continuing, to require the Aircraft
to remain at an airport or to proceed to and remain at an airport designated
by LESSOR until the Insurances are in full force and effect.
18.10 Insurances for Subleases. LESSEE will at all times carry the types of insurance
and amounts of insurance (including deductibles) described in Exhibit C on a contingent basis
during the term of any sublease of the Aircraft pursuant to Article 11. Prior to commencement of
the sublease, LESSOR will receive certificates of insurance evidencing both the sublessee's
coverages and the LESSEE's contingent coverages.
51 ARTICLE 18
INSURANCE
REDACTED VERSION
18.11 Insurance for Wet Lease Operations. In the event LESSEE is performing wet
lease operations with the Aircraft pursuant to Article 11.6, the requirements of Article 18 and
Exhibit C will continue to apply and LESSEE, and not the wetlessee, will at all times carry the
passenger, baggage and cargo liability insurances for such flights.
18.12 Continuation of Insurances. LESSEE will maintain (at no cost to LESSOR)

insurance after the Termination Date with respect to its liability under the indemnities in Article
17 (including general third party liability, products liability insurance and war risks liability
insurance as described in, and in full compliance with each of the requirements of, Exhibit C) for
such period as LESSOR may reasonably require (but in any event for not more than two years),
and such insurance will provide for each Indemnitee to be named as additional insured. LESSEE's
obligation under this Article 18.12 will not be affected by LESSEE ceasing to be lessee of the
Aircraft or any Indemnitees ceasing to have any interest in respect of the Aircraft.
18.13 Application of Insurance Proceeds for Third Party Liability. As between

LESSOR and LESSEE, all insurance proceeds in respect of third party liability will, except to the
extent paid by the insurers to the relevant third party, be paid in satisfaction of the relevant liability
or to LESSOR or any other Indemnitee in reimbursement of any payment so made by LESSOR or
such Indemnitee in respect of such liability.
52 ARTICLE 18
INSURANCE
REDACTED VERSION
ARTICLE 19 LOSS, DAMAGE AND REQUISITION
Throughout the Lease Term and until the Termination Date, LESSEE will bear all risk of
loss, theft, damage and destruction to the Aircraft.
19.1 Definitions. In this Article 19 and this Lease:
"Net Total Loss Proceeds" means the Total Loss Proceeds actually received by
LESSOR (and/or any other Relevant Party, to the extent required by Article 18 and Exhibit C)
following a Total Loss, less any legal and other out-of-pocket expenses, taxes or duties incurred
by each of LESSOR and any such other Relevant Party in connection with the collection of such
proceeds.
"Total Loss" means any of the following in relation to the Aircraft, Airframe, any
Engine or the APU and "Total Loss Date" means the date set forth in parentheses after each Total
Loss:
(a) destruction, damage beyond repair or being rendered permanently unfit for
normal use for any reason (the date such event occurs or, if not known, the date on
which the Aircraft, Airframe, Engine or APU was last heard of);
(b) actual, constructive, compromised, arranged or agreed total loss (the earlier
of the date on which the loss is agreed or compromised by the insurers or 30 days
after the date of notice to LESSEE's brokers or insurers claiming such total loss);
(c) requisition of title, confiscation, forfeiture or any compulsory acquisition or

other similar event (the date on which the same takes effect);
(d) sequestration, detention, seizure or any similar event for more than 60
consecutive days (the earlier of the date on which insurers make payment on the
basis of a total loss or the date of expiration of such period);
(e) requisition for use for more than [REDACTED: Item 2], except as set forth
in Article 19.9 (the earlier of the date on which the insurers make payment on the
basis of a total loss or the date of expiration of such period);
(f) in the case of an Engine, the event described in Article 12.8.3 (the date on
which the same takes effect);
(g) any sale of the Aircraft in connection with NAV Canada, Eurocontrol or
other navigation or airport charges (the date on which the sale occurs);
(h) any sale of the Aircraft in connection with a LESSEE bankruptcy, whether
by an administrator, trustee or court (the date on which the intent to sell the Aircraft
becomes known); or
53 ARTICLE 19
LOSS, DAMAGE AND REQUISITION
REDACTED VERSION
(i) any other occurrence not permitted under this Lease which deprives
LESSEE of use or possession for a period of [REDACTED: Item 2].
"Total Loss Proceeds" means the proceeds of any insurance or any compensation
or similar payment arising in respect of a Total Loss.
19.2 Notice of Total Loss. LESSEE will notify LESSOR in writing within
[REDACTED: Item 2] Business Days after a Total Loss Date of the Aircraft, Airframe, any
Engine or the APU.
19.3 Total Loss of Aircraft or Airframe. If the Total Loss of the Aircraft or Airframe
occurs during the Lease Term, the following will occur:
19.3.1 After the Total Loss Date and until receipt by LESSOR (and/or any other
Relevant Party, to the extent required by Article 18 and Exhibit C) of an amount equal to the
Agreed Value and all other amounts then due under this Lease, LESSEE will continue to pay
Base Rent and all other amounts that become due under the Operative Documents and the
parties will perform all of their other obligations under this Lease and the other Operative
Documents.
19.3.2 On the date which is the earlier of the following dates:
(a) the date on which the Total Loss Proceeds of the Aircraft or the Airframe
are paid by LESSEE's insurance underwriters or brokers and
(b) the date which falls [REDACTED: Item 2] after the Total Loss Date,
LESSEE will pay to LESSOR (and/or to any other Relevant Party directly, to the
extent required by Article 18 and Exhibit C) an amount equal to the sum of:
(x) the Agreed Value and
(y) all other amounts then due under this Lease,
less an amount equal to the Net Total Loss Proceeds received by LESSOR (and any
such other Relevant Party) as of such date.
19.3.3 LESSOR will procure that the Net Total Loss Proceeds and any amounts
received from LESSEE pursuant to Article 19.3.2 are applied as follows:
(a) first, in discharge of any Rent and any other amounts then due under this
Lease and the other Operative Documents;
(b) second, in discharge of the Agreed Value; and
(c) third, payment of the balance, if any, to LESSEE.
54 ARTICLE 19
REDACTED VERSION
19.3.4 Upon receipt by LESSOR (and/or any other Relevant Party, to the extent
required by Article 18 and Exhibit C) of all amounts payable by LESSEE in accordance with
Article 19.3, and Base Rent will cease to be payable and the leasing of the Aircraft under this
Lease will thereupon immediately terminate, but without prejudice to any continuing
obligations of LESSEE hereunder (including LESSEE's obligations under Article 10.5, Article
16 and Article 17).
FOR AVOIDANCE OF DOUBT, THE AGREED VALUE OF THE AIRCRAFT WILL BE

PAYABLE PURSUANT TO THIS ARTICLE 19.3 WHEN A TOTAL LOSS OF THE
AIRFRAME OCCURS EVEN IF THERE HAS NOT BEEN A TOTAL LOSS OF AN ENGINE,
ENGINES OR THE APU.
19.4 Surviving Engine(s). If a Total Loss of the Airframe occurs and there has not been
a Total Loss of an Engine or Engines, then, provided no Default or Event of Default has occurred
and is continuing, at the request of LESSEE (subject to agreement of relevant insurers) and on
receipt of all monies due under Article 19.3 and payment by LESSEE of all airport, navigation and
other charges on the Aircraft, LESSOR will procure that Owner transfer all its right, title and
interest in the surviving Engine(s) to LESSEE, but without any responsibility, condition or
warranty on the part of LESSOR or Owner other than as to freedom from any LESSOR's Lien.
19.5 Total Loss of Engine and not Airframe.
19.5.1 Upon a Total Loss of any Engine not installed on the Airframe or a Total Loss
of an Engine installed on the Airframe not involving a Total Loss of the Airframe, LESSEE
will replace such Engine as soon as reasonably possible by duly conveying to Owner title to
another engine from LESSEE (a) free and clear of all Security Interests (except Permitted
Liens) of any kind or description, (b) in airworthy condition and of the same or improved
model, service bulletin and modification status and having a value and utility at least equal to
the Engine which sustained the Total Loss, (c) not older (by reference to serial number or
manufacture date) than the oldest of the Engines delivered by LESSOR to LESSEE with the
Aircraft on the Delivery Date, (d) in the same or better operating condition as the Engine which
sustained a Total Loss, including time in service, Flight Hours and Cycles since new and Flight
Hours and Cycles available to the next inspection, Overhaul or scheduled or anticipated
removal, and (e) which has not been operated and does not have any modules that have been
operated at a higher thrust rating than the Engine which sustained the Total Loss. Such
replacement engine will be an "Engine" as defined in this Lease and the Engine which
sustained such Total Loss will cease to be an "Engine".
19.5.2 LESSEE agrees at its own expense to take such action as LESSOR may
reasonably request in order that any such replacement Engine becomes the property of Owner
and is leased hereunder on the same terms as the destroyed Engine. LESSEE's obligation to
pay Rent will continue in full force and effect, but an amount equal to the Net Total Loss
Proceeds received by LESSOR with respect to such destroyed Engine will, subject to
LESSOR's right to deduct therefrom any amounts then due and payable by LESSEE under this
Lease, be paid to LESSEE.
55 ARTICLE 19
REDACTED VERSION
19.5.3 Notwithstanding Articles 19.5.1 and 19.5.2, if at the time of a Total Loss of an
Engine not installed on the Aircraft or a Total Loss of an Engine installed on the Airframe not
involving a Total Loss of the Airframe, LESSOR and LESSEE are parties to a spare engine
lease pursuant to which LESSOR is leasing a spare engine to LESSEE of the same model and
type as the Engine which has suffered such Total Loss, LESSOR will receive from LESSEE
the replacement cost of the Engine instead of accepting a replacement engine. One of such
LESSOR spare engines will then be substituted under this Lease for the Engine which suffered
such Total Loss and the applicable spare engine lease will terminate.
19.6 Total Loss of APU.
19.6.1 Upon a Total Loss of the APU when not installed on the Airframe or a Total
Loss of the APU while installed on the Airframe not involving a Total Loss of the Airframe,
LESSEE will replace such APU as soon as reasonably possible by duly conveying to Owner
title to another auxiliary power unit (a) free and clear of all Security Interests (except Permitted
Liens) of any kind or description, (b) in airworthy condition and of the same or improved
model, service bulletin and modification status and having a value and utility at least equal to
the APU which sustained the Total Loss, (c) not older (by reference to serial number or
manufacture date) than the APU delivered by LESSOR to LESSEE with the Aircraft on the
Delivery Date and (d) in the same or better operating condition as the APU which sustained
the Total Loss, including time in service, Flight Hours and Cycles since new and Flight Hours
and Cycles available to the next inspection, Overhaul or scheduled or anticipated removal.
Such replacement auxiliary power unit will be the "APU" as defined in this Lease and the
auxiliary power unit which sustained such Total Loss will cease to be the "APU".
19.6.2 LESSEE agrees at its own expense to take such action as LESSOR may
reasonably request in order that any such replacement APU becomes the property of Owner
and is leased hereunder on the same terms as the destroyed APU. LESSEE's obligation to pay
Rent will continue in full force and effect, but an amount equal to the Net Total Loss Proceeds
received by LESSOR with respect to such destroyed APU will, subject to LESSOR's right to
deduct therefrom any amounts then due and payable by LESSEE under this Lease, be paid to
LESSEE.
19.7 Other Loss or Damage.
19.7.1 If the Aircraft or any Part thereof suffers loss or damage not constituting a Total
Loss of the Aircraft or the Airframe or any Engine or the APU, all the obligations of LESSEE
under this Lease (including payment of Rent) will continue in full force.
19.7.2 In the event of any loss or damage to the Aircraft or Airframe which does not
constitute a Total Loss of the Aircraft or the Airframe, or any loss or damage to an Engine or
the APU which does not constitute a Total Loss of such Engine or the APU, LESSEE will at
its sole cost and expense fully and promptly repair the Aircraft, Engine or APU in order that
the Aircraft, Engine or APU is placed in an airworthy condition and substantially the same
condition as it was prior to such loss or damage. All repairs will be performed in a manner
which preserves and maintains all warranties and service life policies to the same extent as
56 ARTICLE 19
REDACTED VERSION
they existed prior to such loss or damage. LESSEE will notify LESSOR forthwith of any loss,
theft or damage to the Aircraft for which the cost of repairs is estimated to exceed the Damage
Proceeds Threshold, together with LESSEE's proposal and timetable for carrying out the
repair. In the event that LESSOR does not agree with LESSEE's proposal for repair, LESSOR
will so notify LESSEE within [REDACTED: Item 2] after its receipt of such proposal.
LESSEE and LESSOR will then consult with Manufacturer and LESSEE and LESSOR agree
to accept as conclusive, and be bound by, Manufacturer's directions or recommendations as to
the manner in which to carry out such repairs. If Manufacturer declines to give directions or
recommendations, LESSEE will carry out the repairs in accordance with the directions of
LESSOR. If the Aircraft is airworthy or the Engine or APU serviceable notwithstanding the
loss or damage, LESSEE will repair such Aircraft, Engine or APU, as the case may be, within
the time frame reasonably established by LESSOR given the circumstances.
19.7.3 All insurance proceeds from any damage or loss to the Aircraft, any Engine, the
APU or any Part occurring during the Lease Term not constituting a Total Loss and in excess
of the Damage Proceeds Threshold will be paid to a Maintenance Performer (or to reimburse
LESSEE) for repairs or replacement property upon LESSOR being satisfied that the repairs or
replacement have been accomplished in accordance with this Lease. All insurance proceeds
in amounts less than the Damage Proceeds Threshold may be paid by the insurer directly to
LESSEE or, at LESSEE's option, to a Maintenance Performer. If at the time of the payment
of any such insurance proceeds a Default or Event of Default has occurred and is continuing,
all such proceeds will be paid to or retained by LESSOR (so long as such Default or Event of
Default is continuing) to be applied toward payment of any amounts which may be or become
payable by LESSEE in such order as LESSOR sees fit or as LESSOR may elect.
19.8 Copies of Insurance and Reinsurance Policies. Promptly after the occurrence of
a partial loss or Total Loss of the Aircraft, an Engine or the APU, LESSEE will provide LESSOR
with copies of the applicable portions of LESSEE's insurance and, if applicable, reinsurance,
policies.
19.9 Government Requisition. If the Aircraft, Airframe, any Engine or the APU is
requisitioned for use by any Government Entity, LESSEE will promptly notify LESSOR of such
requisition. All of LESSEE's obligations hereunder will continue as if such requisition had not
occurred. So long as no Default or Event of Default has occurred and is continuing, all payments
received by LESSOR or LESSEE from such Government Entity will be paid over to or retained
by LESSEE. If a Default or Event of Default has occurred and is continuing, all payments received
by LESSEE or LESSOR from such Government Entity may be used by LESSOR to satisfy any
obligations due and owing by LESSEE.
57 ARTICLE 19
REDACTED VERSION

LESSEE
20.1 Representations and Warranties. LESSEE represents and warrants the following
to LESSOR as of the date of execution of this Lease and as of the Delivery Date:
20.1.1 Status. LESSEE is a company validly existing and in good standing under the
Laws of Canada and is validly extra-provincially registered in British Columbia. It has the
power and authority to carry on its business as presently conducted and to perform its
obligations under this Lease and the other Operative Documents.
20.1.2 Governmental Approvals. No authorization, approval, consent, license or order

of, or registration with, or the giving of notice to the Aviation Authority or any other
Government Entity is required for the valid authorization, execution, delivery and performance
by LESSEE of its obligations under this Lease and the other Operative Documents, except as
will have been duly effected as of the Delivery Date.
20.1.3 Binding. LESSEE's Board of Directors has authorized LESSEE to enter into
this Lease and the other Operative Documents and to perform its obligations under the
Operative Documents. This Lease and the other Operative Documents have been duly
executed and delivered by LESSEE and represent the valid and binding obligations of
LESSEE, enforceable in accordance with their terms except as enforceability may be limited
by bankruptcy, insolvency, reorganization or other Laws of general application affecting the
enforcement of creditors' rights. When executed by LESSEE at Delivery, the same will apply
to the Acceptance Certificate.
20.1.4 No Breach. The execution and delivery of the Operative Documents, the
consummation by LESSEE of the transactions contemplated in this Lease and compliance by
LESSEE with the terms and provisions of this Lease and the other Operative Documents do
not and will not contravene any provision of LESSEE's constitutional documents or any Law
applicable to LESSEE, or result in any breach of or constitute any default under or result in the
creation of any Security Interest upon any property of LESSEE pursuant to any indenture,
mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit
agreement, charter, bylaw or other agreement or instrument to which LESSEE is a party or by
which LESSEE or its properties or assets may be bound or affected, save for any such
contraventory breach or default that would not have a material adverse effect on the business,
assets or condition (financial or otherwise) of LESSEE as its ability to perform under this
Lease. When executed by LESSEE at Delivery, the same will apply to the Acceptance
Certificate.
20.1.5 Filings. Except for the filings referenced in Article 7.3 and Article 14, no filing
or recording of any instrument or document (including the filing of any financial statement) is
necessary under the Laws of the State of Registration (or any applicable subdivision thereof)
in order for this Lease to constitute a valid and perfected lease of record relating to the Aircraft.
58 ARTICLE 20
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE
REDACTED VERSION
20.1.6 Translation or Notarization. Neither the Lease nor any other Operative
Document needs to be translated, notarized, legalized, apostilled or consularized as a condition
to the legality, validity, filing, enforceability or admissibility in evidence thereof.
20.1.7 Licenses. LESSEE holds all licenses, certificates and permits from applicable
Government Entities in Canada (and any applicable subdivision thereof) for the performance
of its obligations under this Lease and the other Operative Documents, and prior to the first
revenue flight of the Aircraft, LESSEE will hold all licenses, certificates and permits from
applicable Government Entities in Canada (and any applicable subdivision thereof) for the
conduct of its business as a certificated air carrier.
20.1.8 No Suits. There are no suits, arbitrations or other proceedings taking place,
pending or threatened before any court, arbitration panel or administrative agency against or
affecting LESSEE or any of its Affiliates which would have a material adverse effect on the
business, assets or condition (financial or otherwise) of LESSEE or its ability to perform under
this Lease, except as described in the filings provided to LESSOR pursuant to Article 22.
20.1.9 No Withholding. Provided every recipient of amounts payable under this Lease
or any other Operative Document deals at arm’s length with LESSEE for the purposes of the
Income Tax Act (Canada), as amended, LESSEE is not required under the Laws of Canada to
deduct or withhold any Tax from any amount payable by LESSEE under this Lease or any
other Operative Document.
20.1.10 No Restrictions on Payments. Under the Laws of Canada (and any applicable
subdivision thereof), there are no present restrictions on LESSEE making the payments
required by this Lease or the other Operative Documents.
20.1.11 General Obligations. The obligations of LESSEE under this Lease are direct,
general and unconditional obligations of LESSEE and rank or will 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.
20.1.12 No Sovereign Immunity. LESSEE, under the Laws of Canada or of any other
jurisdiction affecting LESSEE, is subject to private commercial law and suit. Neither LESSEE
nor its properties or assets is entitled to sovereign immunity under any such Laws. LESSEE's
performance of its obligations hereunder and under the other Operative Documents constitute
commercial acts done for commercial purposes.
20.1.13 Tax Returns. LESSEE has duly filed all Tax returns that it is required by
applicable Law to file and has duly paid all Taxes that it is required by applicable Law to pay.
20.1.14 No Material Adverse Effect. There has been no material adverse change in the
financial condition of LESSEE and its Subsidiaries since the date to which the accounts most
recently provided to LESSOR were prepared and LESSEE is not in default under any
agreement that could have a material adverse effect on its financial condition or its business or
59 ARTICLE 20
REDACTED VERSION
prospects or its ability to perform its obligations under this Lease and the other Operative
Documents.
20.1.15 No Default or Event of Default under this Lease. No Default or Event of

Default has occurred and is continuing and the financial statements provided to LESSOR
pursuant to Article 22 fairly present the financial condition of LESSEE.
20.1.16 Cape Town Convention. LESSEE is situated in a contracting state, and the
Aircraft and each Engine constitutes an aircraft object, for purposes of the Cape Town
Convention. On and after the Delivery Date, LESSEE is duly qualified and holds a current
and valid account as a transacting user entity at the International Registry and is capable of
consenting to registrations and discharges of International Interests in accordance with the
regulations and procedures established by the International Registry under the Cape Town
Convention. LESSOR holds a valid international interest in the Aircraft, and the transaction
contemplated by this Lease with the requirement contained in the Cape Town Convention for
LESSOR to be entitled to the protections of the Cape Town Convention, including Alternative
A in the Protocol, in connection with its right to take possession of the Aircraft in the event of
an Insolvency Proceeding.
20.1.17 Location. LESSEE's PPSA Location is the Province of British Columbia and
its FAA Location is the District of Columbia.
20.2 Covenants. LESSEE covenants to LESSOR that it will comply with the following
throughout the entire Lease Term:
20.2.1 Licensing. LESSEE will hold all licenses, certificates and permits from
applicable Government Entities in Canada (and any applicable subdivision thereof) for the
conduct of its business as a certificated air carrier and performance of its obligations under this
Lease and the other Operative Documents. LESSEE will advise LESSOR promptly in the
event any such licenses, certificates or permits are cancelled, terminated, revoked or not
renewed.
20.2.2 Payments. If at any time any such restrictions may be applicable, LESSEE will
obtain all certificates, licenses, permits, exemptions and other authorizations which are from
time to time required for the making of the payments required by this Lease and the other
Operative Documents on the dates and in the amounts and currency which are stipulated
hereunder and thereunder, and will maintain the same in full force and effect for so long as the
same will be required.
20.2.3 Sovereign Immunity. LESSEE, under the Laws of Canada or of any other
jurisdiction affecting LESSEE, will continue to be subject to private commercial law and suit.
Neither LESSEE nor its properties or assets will be entitled to sovereign immunity under any
such Laws. LESSEE's performance of its obligations hereunder and under the other Operative
Documents will constitute commercial acts done for commercial purposes. LESSEE will
advise LESSOR promptly of any change in the foregoing.
60 ARTICLE 20
REDACTED VERSION
20.2.4 Information about Suits. LESSEE will promptly give to LESSOR a notice in
writing of any suit, arbitration or proceeding before any court, arbitration panel, administrative
agency or Government Entity which would materially adversely affect LESSEE's financial
condition, affairs, operations or its ability to perform under this Lease and the other Operative
Documents.
20.2.5 Restrictions on Mergers. LESSEE will not sell or convey substantially all of
its property and assets or merge, amalgamate or consolidate with or into any other Person
unless LESSEE has obtained LESSOR's prior written consent, such consent not to be
unreasonably withheld or delayed.
20.2.6 Restriction on Relinquishment of Possession. LESSEE will not, without the

prior consent of LESSOR, deliver, transfer or relinquish possession of the Aircraft except in
accordance with Article 11 and Article 12.
20.2.7 No Security Interests. LESSEE will not create or agree to or permit to arise any
Security Interest (other than Permitted Liens) on or with respect to the Aircraft, title thereto or
any interest therein. LESSEE will forthwith, at its own expense, take all action as may be
necessary to discharge or remove any such Security Interest if it exists at any time. LESSEE
will within 24 hours after becoming aware of the existence of any such Security Interest give
written notice thereof to LESSOR.
20.2.8 Representations to Other Parties. LESSEE will not represent or hold out
LESSOR or any other Relevant Party as carrying goods or passengers on the Aircraft or as
being in any way connected or associated with any operation of the Aircraft.
20.2.9 Removal from Revenue Service. If at any time during the Lease Term LESSEE
intends to remove the Aircraft from revenue service for longer than three months, or if the
Aircraft is in fact removed from revenue service for longer than three months for any reason
other than for maintenance performed in accordance with Article 12, LESSEE will
immediately notify LESSOR in writing.
20.2.10 Taxes and Claims. LESSEE will pay or cause to be paid (a) all material Taxes
required by applicable Law to be paid by it (whether such Taxes are imposed upon it or upon
its income and profits or upon any property belonging to it or otherwise) prior to the date on
which any penalty accrues, except Taxes which it is contesting in good faith by appropriate
proceedings provided that such contest does not involve any risk of criminal penalty, or any
risk of a material civil penalty, or any risk of the sale, forfeiture, confiscation, seizure, detention
or loss of, or the imposition of any Security Interest on, the Aircraft or any part thereof or any
interest therein, and (b) all other lawful claims which, if not paid, are reasonably likely to result
in the imposition of a Security Interest upon its property or upon the Aircraft or any part
thereof.
20.2.11 Continuing Compliance. Neither LESSEE, nor any officer or director of

LESSEE, will be a Prohibited Person. LESSEE will comply with all Financial Conduct Laws
insofar as they relate to the transactions contemplated by this Lease.
61 ARTICLE 20
REDACTED VERSION
20.2.12 NAV Canada. LESSEE will, on or before the due date, pay NAV Canada and
the Canadian airport authorities for the airports to which it operates in respect of all navigation,
operation and other fees and charges.
20.2.13 Location. LESSEE will provide LESSOR with written notice of any change in
its PPSA Location or FAA Location during the Lease Term no later than 30 days prior to such
change.
62 ARTICLE 20
REDACTED VERSION

LESSOR
21.1 Representations and Warranties. LESSOR represents and warrants the

following to LESSEE as of the date of execution of the Lease and as of the Delivery Date (IT
BEING UNDERSTOOD AND AGREED THAT ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED HAVE BEEN WAIVED IN ACCORDANCE WITH ARTICLE 8):
21.1.1 Corporate Status. LESSOR is a private company limited by shares duly

organized and validly existing under the Laws of Ireland. LESSOR has the power and
authority to carry on its business as presently conducted and to perform its obligations
hereunder and under the other Operative Documents.
21.1.2 Governmental Approvals. No authorization, approval, consent, license or order

of, or registration with, or the giving of notice to any Irish Government Entity is required for
the valid authorization, execution, delivery and performance by LESSOR of this Lease and the
other Operative Documents.
21.1.3 Binding. This Lease and the other Operative Documents have been duly
authorized, executed and delivered by LESSOR and represent the valid and binding obligations
of LESSOR, enforceable in accordance with their terms except as enforceability may be
limited by bankruptcy, insolvency, reorganization or other Laws of general application
affecting the enforcement of creditors' rights.
21.1.4 No Breach. The execution and delivery of the Operative Documents, the
consummation by LESSOR of the transactions contemplated in this Lease and compliance by
LESSOR with the terms and provisions of this Lease and the other Operative Documents do
not and will not contravene any Law applicable to LESSOR, or result in any breach of or
constitute any default under any indenture, mortgage, chattel mortgage, deed of trust,
conditional sales contract, bank loan or credit agreement, charter, bylaw or other agreement or
instrument to which LESSOR is a party or by which LESSOR or its properties or assets may
be bound or affected.
21.1.5 Canadian Tax Registrations. LESSOR is not registered for the purposes of
Canadian sales taxes.
21.2 Covenant of Quiet Enjoyment. Provided no Default or Event of Default, or

Detention Exposure has occurred and is continuing, LESSOR will not interfere with LESSEE's
quiet use, possession and enjoyment of the Aircraft in accordance with the terms of this Lease, but
the exercise by LESSOR of its rights under or in respect of this Lease or any of the other Operative
Documents will not constitute such an interference. LESSEE agrees that its only remedy with
respect to a default by or other failure of LESSOR to perform any obligation under this Lease or
any Other Agreements, including, without limitation, a breach of the foregoing covenant, is to
make a claim against LESSOR for actual damages directly resulting from such breach and in each
case subject to all applicable terms, conditions and other limitations set forth in this Lease.
63 ARTICLE 21
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSOR
REDACTED VERSION
LESSEE agrees that the limitation of this Article 21.2 on LESSEE's rights apply in favor of and
for the benefit of Owner.
64 ARTICLE 21
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSOR
REDACTED VERSION
ARTICLE 22 FINANCIAL AND OTHER INFORMATION
LESSEE agrees to furnish each of the following to LESSOR:
(a) within 60 days after the end of each fiscal quarter of LESSEE and
Guarantor, a copy of the unaudited consolidated financial statements of each of
LESSEE and Guarantor, which may be solely the unaudited consolidated financial
statements of Guarantor so long as such statements include LESSEE, (including a
balance sheet and profit and loss statement) prepared for such quarter in accordance
with generally accepted accounting principles in Canada;
(b) within 120 days after the end of each fiscal year of LESSEE and Guarantor,
a copy of the audited consolidated financial statements of each of LESSEE and
Guarantor, which may be solely the unaudited consolidated financial statements of
Guarantor so long as such statements include LESSEE, (including a balance sheet
and profit and loss statement) prepared as of the close of such fiscal year in
accordance with generally accepted accounting principles in Canada;
(c) promptly after distribution, a copy of all reports and financial statements
which LESSEE or Guarantor sends or makes available to its equity holders or
creditors;
(d) within 10 days of request by LESSOR (which request will not be made more
than one time in any one calendar year), a certificate of an officer of LESSEE
stating that, to the best of LESSEE's knowledge, no Default or Event of Default
then exists under this Lease except as specifically outlined therein; and
(e) from time to time, such other reasonable information as LESSOR, Owner,
any Servicer or any Finance Party may reasonably request concerning the Aircraft,
Aircraft Activity or the financial condition of LESSEE or Guarantor.
65 ARTICLE 22
FINANCIAL AND OTHER INFORMATION
REDACTED VERSION
ARTICLE 23 RETURN OF AIRCRAFT
[REDACTED: Item 2]
66 ARTICLE 23
RETURN OF AIRCRAFT
REDACTED VERSION
ARTICLE 24 ASSIGNMENT
24.1 No Assignment by LESSEE. NO ASSIGNMENT, NOVATION, TRANSFER,

MORTGAGE, HYPOTHEC OR OTHER CHARGE MAY BE MADE BY LESSEE OF ANY OF
ITS RIGHTS OR OBLIGATIONS WITH RESPECT TO THE AIRCRAFT, ANY ENGINE OR
PART, THIS LEASE OR ANY OTHER OPERATIVE DOCUMENT.
24.2 Sale or Assignment.
24.2.1 Subject to the protections set forth in Article 24.6, LESSOR, Beneficial Owner
or Owner may at any time and without LESSEE's consent sell, assign or transfer any or all of
its respective rights, interest and obligations under the Lease and the other Operative
Documents or with respect to the Aircraft to a third party (a "Transferee").
24.2.2 The term "LESSOR" as used in this Lease means the lessor of the Aircraft at
the time in question. In the event of a transfer of LESSOR's rights and obligations under this
Lease and the other Operative Documents, the applicable Transferee will become "LESSOR"
of the Aircraft under this Lease and the transferring party (the prior "LESSOR") will be
relieved of all liability to LESSEE under this Lease and the other Operative Documents for
obligations arising on and after the time of the transfer. In such case, LESSEE will
acknowledge and accept the applicable Transferee as the new "LESSOR" under this Lease and
will look solely to such Transferee for the performance of all LESSOR obligations and
covenants under this Lease and the other Operative Documents arising on and after the time of
the transfer.
24.3 Grant of Security Interest. Subject to the protections set forth in Article 24.6,
LESSOR may at any time and without LESSEE's consent grant a Security Interest in the Aircraft
and/or LESSOR's right, title and interest in any Operative Document to any Finance Party as
security for the obligations of LESSOR or any Affiliate of LESSOR under any Finance Document.
Accordingly, if a Finance Party requires, as a condition to providing financing, any non-
substantive modification of this Lease, LESSEE agrees to enter into an agreement so modifying
this Lease.
24.4 LESSEE Cooperation. In connection with any sale, assignment or transfer under
Article 24.2 or any grant of a Security Interest under Article 24.3, and on request by LESSOR, any
applicable Transferee or any Finance Party, LESSEE will execute all such documents (such as a
notice and acknowledgment of assignment or a lease assignment or novation agreement) and
provide a replacement certificate of insurance (in accordance with Article 18 and Exhibit C) as
LESSOR, such Transferee or such Finance Party may reasonably require to confirm LESSEE's
obligations under this Lease and the other Operative Documents, obtain LESSEE's
acknowledgment that LESSOR is not in breach of the Lease or acknowledge any such sale,
assignment, transfer or grant. LESSEE will provide all other reasonable assistance and
cooperation to LESSOR, Beneficial Owner, Owner, any applicable Transferee and any applicable
Finance Party (as any such Person may require) in connection with any such sale assignment,
transfer or grant (including assistance in efforts to minimize or eliminate any costs), or the
67 ARTICLE 24
ASSIGNMENT
REDACTED VERSION
perfection and maintenance of any such Security Interest (including, at LESSOR's cost, making
all necessary filings and registrations in the State of Registration), providing an IDERA for
purposes of the Cape Town Convention (if applicable) in favor of any applicable Transferee and
providing all opinions of counsel with respect to matters reasonably requested by LESSOR,
Beneficial Owner, Owner, any applicable Finance Party or any applicable Transferee. LESSOR
will reimburse LESSEE for its reasonable and properly documented out-of-pocket costs in
reviewing documents required by LESSOR, Beneficial Owner, Owner or any applicable Finance
Party.
24.5 Advance Consent Under Cape Town Convention. For the purpose of Article
33(1) of the Convention and Article XV of the Protocol, LESSEE hereby consents in advance to
the transfer of the associated rights and related International Interests in respect of any assignment
or sale by LESSOR or the granting of any Security Interest by LESSOR in accordance with
Articles 24.2 or 24.3. For the avoidance of doubt, no additional consent by LESSEE will be
required in connection with any such assignment of associated rights and the related International
Interests pursuant to the Cape Town Convention.
24.6 Protections.
24.6.1 If requested by LESSEE, at the time of any sale, assignment or transfer under
Article 24.2 or any grant of a Security Interest under Article 24.3 LESSOR will obtain for the
benefit of LESSEE an acknowledgment from any applicable Transferee, or any applicable
Finance Party holding a Security Interest in the Aircraft, that so long as no Default or Event of
Default has occurred and is continuing hereunder, such Person will not interfere with
LESSEE's quiet use, possession and enjoyment of the Aircraft in accordance with this Lease,
but the exercise by such Transferee of any rights of LESSOR under or in respect of this Lease
or any of the other Operative Documents will not constitute such an interference.
24.6.2 LESSOR will not be entitled to make a sale, assignment, or transfer under
Article 24.2 or any grant a Security Interest under Article 24.3 if at the time thereof, and by
reference to applicable Law in effect at the time thereof, a material increase in LESSEE's
financial obligations would result, or LESSEE's contractual rights under this Lease would be
diminished in any material way, without the prior written consent of LESSEE (which consent
will not be unreasonably withheld, conditioned or delayed); provided, that (a) an increase in
the number of beneficiaries under any applicable insurance or reinsurance will not constitute
an increase in the financial obligations of LESSEE under the Lease and (b) an addition or
replacement of one or more Indemnitees or Tax Indemnitees will not be deemed to be an
increase in LESSEE's financial obligations.
24.6.3 If the Aircraft was previously financed but such financing is no longer in place
at the time of Delivery, the term "LESSOR" in the provisions of this Lease relating to
disclaimer, indemnity and insurance contained in Article 8, Article 17 and Article 18,
respectively, and with respect to Article 20.2.8, will be deemed to include, in addition to
LESSOR, any former lender, security agent, collateral agent, administrative agent and other
associated finance party.
68 ARTICLE 24
ASSIGNMENT
REDACTED VERSION
24.6.4 In connection with any sale, assignment or transfer by any of LESSOR, Owner
or Beneficial Owner under Article 24.2, the disclaimer and indemnity provisions contained in
Article 8 and Article 17 will continue to be applicable after the sale, assignment or transfer to
(and the term "LESSOR", "Owner" and "Beneficial Owner" (as applicable) as used in such
provisions will be deemed to include) the transferring (and any prior) LESSOR, Owner and
Beneficial Owner (as applicable) and, if applicable, the parties referred to in Article 24.6.3.
For a period of three years after such sale, assignment or transfer and at LESSEE's cost,
LESSEE will continue to name the transferring LESSOR, Owner and Beneficial Owner (as
applicable), the other Indemnitees (as existing immediately prior to such sale or transfer) and
the parties referred to in Article 24.6.3, if applicable, as additional insureds under the Aviation
and Airline General Third Party Liability Insurance required by this Lease.
69 ARTICLE 24
ASSIGNMENT
REDACTED VERSION
ARTICLE 25 DEFAULT OF LESSEE
25.1 LESSEE Notice to LESSOR. LESSEE will promptly notify LESSOR if LESSEE
becomes aware of the occurrence of any Default or Event of Default.
25.2 Events of Default. The occurrence of any of the following will constitute an Event
of Default and material repudiatory breach of this Lease by LESSEE:
(a) Delivery. LESSEE fails to take delivery of the Aircraft when obligated to
do so under the terms of this Lease;
(b) Non-Payment. (i) LESSEE fails to make a payment of Basic Rent, Security
Deposit, Maintenance Rent or Agreed Value within two Business Days after the
same has become due or (ii) LESSEE fails to make a payment of any other amount
due under this Lease or any of the other Operative Documents (including amounts
expressed to be payable on demand) after the same has become due and such failure
continues for four Business Days;
(c) Insurance. LESSEE fails to obtain or maintain (or cause to be obtained or

maintained) the insurance or reinsurance required by Article 18 or a notice of
cancellation is given with respect to any such insurance or reinsurance;
(d) Return. LESSEE fails to return the Aircraft to LESSOR on the Expiration
Date in accordance with Article 23;
(e) Breach. LESSEE fails to perform or observe any other covenant or

obligation to be performed or observed by LESSEE under this Lease or any other
Operative Document, which failure is not cured within 10 days after written notice
thereof to LESSEE, provided that, if such failure cannot by its nature be cured
within 10 days, LESSEE will have the reasonable number of days necessary to cure
such failure (not to exceed a period of 30 days) so long as LESSEE uses diligent
and best efforts to do so;
(f) Representations. Any representation or warranty made or deemed to be

made by LESSEE under this Lease or any other Operative Document, or any
certificate or statement in connection therewith, is or proves to have been untrue,
inaccurate or misleading in any material respect at the time made or deemed to be
made;
(g) Registration. The registration of the Aircraft or the Aircraft's certificate of

airworthiness is cancelled, revoked, suspended, terminated or not renewed, or
otherwise ceases to be in full force and effect, other than as a result of a willful act
or omission of LESSOR;
70 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
(h) Possession. LESSEE abandons the Aircraft or any of the Engines or

LESSEE no longer has unencumbered control (other than Permitted Liens) or
possession of the Aircraft and the Engines or LESSEE ceases to operate the
Aircraft, unless otherwise expressly permitted by this Lease (it being understood
and agreed that an abandonment of possession of the Aircraft will be deemed to
include, without limitation, a resignation of all or a majority of the officers and
directors of LESSEE without replacement in the normal course of business);
(i) Discontinuation. LESSEE threatens to discontinue or permanently

discontinues, all or a substantial part of its business or sells or otherwise disposes
of or threatens to dispose of, all or substantially all of its assets;
(j) Material Adverse Change. Subsequent to the date of execution of this Lease
and measured in relation thereto, any event or series of events occurs (other than a
Total Loss) or circumstances arise which has, or may reasonably be expected to
have, a material prejudicial effect on any Relevant Party, title and interest in and to
the Aircraft or any of the rights of a Relevant Party under the Operative Documents
or the Finance Documents or a material adverse effect on the financial condition or
operations of LESSEE or any of its Subsidiaries or on the ability of LESSEE to
perform all of its obligations under, or otherwise to comply with the terms of, this
Lease or any other Operative Document;
(k) Approvals. LESSEE no longer possesses the licenses, certificates,

approvals, registrations and permits required for the conduct of its business as a
certificated air carrier or as required to be obtained by LESSEE in order to perform
its obligations under this Lease or any other Operative Document;
(l) Charges and Duties. LESSEE fails to pay before they are past due any (i)
airport or navigation charges, fees, expenses or taxes (including NAV Canada and
Eurocontrol charges), (ii) landing fees, (iii) EU ETS Authority charges or penalties
or any charges or penalties in respect of aircraft emissions imposed by any
Government Entity of any jurisdiction which is not a member state of the European
Union or (iv) customs duties or import taxes assessed or otherwise payable with
respect to the Aircraft or any aircraft operated by LESSEE (in each case unless such
charges are being contested in good faith and by appropriate proceedings and such
proceedings do not involve any risk of seizure, detention, interference with the use
or operation, sale, forfeiture or loss of the Aircraft or the APU or any Engine or
Part);
(m) Insolvency. LESSEE, Guarantor or any Subsidiary of LESSEE or

Guarantor (i) is or becomes, or is deemed for the purposes of any Law to be,
insolvent or unable to pay its debts or other obligations as they fall due, or admits
its inability to pay its debts or other obligations as they fall due, (ii) suspends or
threatens in writing to suspend payment with respect to all or any of its debts or
other payment obligations or a moratorium is declared in respect of all or any of
LESSEE's or Guarantor's (or such Subsidiary's) debts or other payment obligations
71 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
or (iii) proposes, enters into or is a party to any proceeding regarding (or takes any
corporate action to authorize or facilitate) any arrangement or composition with, or
any assignment for the benefit of, its creditors, save for any such proceeding
instituted against LESSEE being contested in good faith by appropriate proceedings
so long as enforcement remains stayed, none of the relief sought thereunder is
granted (either on an interim or permanent basis) and such proceeding is dismissed
within 60 days of its commencement;
(n) Voluntary Bankruptcy. LESSEE, Guarantor or any Subsidiary of LESSEE

or Guarantor commences a voluntary case or other proceeding seeking liquidation,
reorganization, protection from creditors or other relief with respect to LESSEE or
Guarantor (or such Subsidiary) or its debts under any bankruptcy, insolvency or
similar Laws, or seeking the appointment of a trustee, examiner, liquidator,
administrator, receiver, custodian or similar official of LESSEE or Guarantor (or
such Subsidiary) or any material part of the business or assets of LESSEE or
Guarantor (or such Subsidiary), or seeking the sequestration of a material part of
the business or assets of LESSEE or Guarantor (or such Subsidiary), or consents to
any such relief or to the appointment of or taking possession by any such official,
or takes any corporate action to authorize or facilitate any of the foregoing;
(o) Involuntary Bankruptcy. An involuntary case or other proceeding is

commenced against LESSEE or Guarantor (or any Subsidiary of LESSEE or
Guarantor) seeking liquidation, reorganization, protection from creditors or other
relief with respect to LESSEE or Guarantor (or such Subsidiary) or its debts under
any bankruptcy, insolvency or similar Laws, or seeking the appointment of a
trustee, examiner, liquidator, administrator, receiver, custodian or similar official
of LESSEE or Guarantor (or such Subsidiary) or any material part of the business
or assets of LESSEE or Guarantor (or such Subsidiary), or seeking the sequestration
of a material part of the business or assets of LESSEE or Guarantor (or such
Subsidiary), and (i) such involuntary case or other proceeding is not withdrawn or
dismissed within 60 days thereafter, (ii) a decree, judgment or order for relief
sought thereby is entered by any court of competent jurisdiction in connection with
any such involuntary case or other proceeding, or (iii) LESSEE or Guarantor
consents to any such relief or to the appointment of or taking possession by any
such official;
(p) Cross-Default.
(i) any Financial Indebtedness of LESSEE, Guarantor or any

Subsidiary of LESSEE (in an aggregate amount of US$2,000,000 or more
(or its equivalent in other currencies) is not paid when due (subject to any
applicable cure periods) or becomes due and payable prior to its stated
maturity by reason of default thereunder (unless such default is being
contested in good faith by appropriate proceedings and such proceeding is
72 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
dismissed or favorably resolved so as to remedy such default and early

maturity);
(ii) any judgment, award or order is made against LESSEE, Guarantor

or any Subsidiary of LESSEE for an uninsured amount in excess of
US$2,000,000 or more (or its equivalent in other currencies) that is not
stayed or complied with or for which an adequate bond has not been
provided as soon as practicable and in any event by the earlier of (A) the
time required under such judgment, award or order and (B) 30 days from
the day of such judgment, award or order;
(iii) LESSEE, Guarantor or any Subsidiary of LESSEE is in default

under any agreement, lease, sublease, hire purchase, conditional sale or
credit sale agreement with respect to aircraft, engines or aircraft components
which default would have a material adverse effect on the business, assets
or condition (financial or otherwise) of LESSEE or its ability to perform
under this Lease; or
(iv) LESSEE, Guarantor or any Subsidiary of LESSEE or Affiliate of

LESSEE is in breach of or, in default under, any Other Agreement;
(q) Attachment. Any attachment, sequestration, distress or execution of any of

the Aircraft (with the exception of Permitted Liens) or of a material portion of the
assets of LESSEE occurs;
(r) Sublease. (i) LESSEE enters into any sublease of the Aircraft other than as
permitted by this Lease or any other Operative Document, (ii) an approved
sublessee acts or omits to act so as to prevent performance by LESSEE of its
obligations under this Lease or so as to harm the respective interests of LESSOR
or any other Relevant Party in the Aircraft and the Operative Documents or (iii) an
event under any approved sublease has occurred and is continuing which, if such
event had occurred under this Lease would constitute an Event of Default,
excluding such events which, if capable of being remedied, have been remedied by
LESSEE (or by the applicable approved sublessee) to LESSOR's satisfaction;
(s) Change of Control. LESSEE sells or conveys substantially all of its

property and assets or merges, amalgamates or consolidates with or into any other
Person without LESSOR's prior written consent, as required by Article 20.2.5;
(t) Unlawfulness. It becomes unlawful for LESSEE to perform any of its

material obligations under this Lease or any other Operative Document, or this
Lease or any other Operative Document becomes wholly or partially invalid or
unenforceable, provided that any such partial invalidity or unenforceability will
only constitute an Event of Default if it has a material adverse effect on LESSEE's
ability to perform its obligations under this Lease and the other Operative
Documents or on LESSOR's or any other Relevant Party's respective rights, title
73 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
and interest in and to the Aircraft or under this Lease and the other Operative
Documents;
(u) Operation of Aircraft. LESSEE operates, uses or employs the Aircraft or

allows, suffers or causes the Aircraft to be operated, used or employed in violation
of the requirements of Article 10.2;
(v) Other Managed Agreements. LESSEE is in default under any other aircraft
or aircraft equipment lease agreement which is managed by LESSOR, any Affiliate
of LESSOR or any Servicer on behalf of another Person and the same is not cured
within its specified cure period; or
(w) Removal of Parts. LESSEE fails to promptly replace all Parts removed from
the Aircraft (as required by Article 12.4.1) within three calendar days following
notice from LESSOR that, in LESSOR’s opinion, LESSEE has removed Parts from
the Aircraft for installation on other aircraft in LESSEE's fleet without prompt
replacement thereof to the extent that LESSEE is using the Aircraft primarily as a
source of parts for other aircraft in LESSEE's fleet and not for revenue service; or
(x) Termination or Cancellation of the Guarantee. Guarantor terminates,

cancels or otherwise repudiates the Guarantee.
25.3 LESSOR's General Rights. Upon the occurrence of any Event of Default,
LESSOR may do all or any of the following at its option (in addition to such other rights and
remedies which LESSOR may have by statute or otherwise):
(a) if such Event of Default occurs prior to Delivery, and by written notice to
LESSEE, terminate LESSEE's right to lease the Aircraft and terminate LESSOR's
obligations hereunder (but without prejudice to the indemnity obligations and any
continuing obligations of LESSEE under this Lease and any other Operative
Document, including the obligations set forth in Article 16 and Article 17);
(b) by written notice to LESSEE, terminate the leasing of the Aircraft

whereupon (as LESSEE hereby acknowledges and agrees) all rights of LESSEE to
possess and operate the Aircraft will immediately cease and terminate and in which
case LESSEE's obligations under this Lease will continue in full force and effect
(including the obligations set forth in Article 10.5, Article 16, Article 17 and Article
18); provided, however, that upon the occurrence of an Event of Default under any
of Articles 25.2(m), 25.2(n) or 25.2(o), such termination will occur automatically
and with immediate effect without any notice or further action from LESSOR;
(c) by written notice to LESSEE, require that LESSEE immediately cease

operating the Aircraft and leave it parked in its then current location, in which case
LESSEE's obligations under this Lease will continue in full force and effect
(including the obligations set forth in Article 10.5, Article 16, Article 17 and Article
18);
74 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
(d) by written notice to LESSEE, require that LESSEE immediately move the
Aircraft to an airport or other location designated by LESSOR and park the Aircraft
there, in which case LESSEE's obligations under this Lease will continue in full
force and effect (including the obligations set forth in Article 10.5, Article 16,
Article 17 and Article 18);
(e) enter upon the premises where the Airframe, the APU or any or all Engines
or any or all Parts or Aircraft Documents are (or are believed to be) located without
liability and take immediate possession of and remove them or cause the Aircraft
to be returned to LESSOR at the location specified in Article 23.3 (or such other
location within Canada or the United States as LESSOR may require) or, by serving
notice require LESSEE to return the Aircraft to LESSOR at the location specified
in Article 23.3 (or such other location within Canada or the United States as
LESSOR may require) and LESSEE hereby irrevocably by way of security for
LESSEE's obligations under this Lease appoints LESSOR as LESSEE's attorney
and agent in causing the return or in directing the pilots of LESSEE or other pilots
to fly the Aircraft to the location specified in Article 23.3 (or such other location
within Canada or the United States as LESSOR may designate) and LESSOR will
have all the powers and authorizations necessary for taking that action;
(f) instruct any maintenance or repair facility which is in possession of the

Aircraft, any Engine, the APU or any Part as to its disposition or release;
(g) require LESSEE to (i) provide LESSOR with unlimited access to the
Aircraft at such location and at such time as LESSOR may specify, and (ii) provide
LESSOR all information required by LESSOR as to the location and status of any
Engine or Part not installed on the Aircraft;
(h) require LESSEE to immediately provide the originals of the Aircraft

Documentation to LESSOR;
(i) with or without taking possession of the Aircraft, sell all or any part of the
Aircraft at public or private sale, with or without advertisement, or otherwise
dispose of, hold, use, operate, lease to another Person or keep idle all or any part of
the Aircraft as LESSOR in its sole discretion may determine appropriate, all free
and clear of any rights of LESSEE and without any duty to account to LESSEE
with respect to such action or inaction or for any proceeds thereof, all in such
manner and on such terms as LESSOR considers appropriate in its absolute
discretion, as if LESSOR and LESSEE had never entered into this Lease;
(j) for LESSEE's account, do anything that may be necessary or advisable to

cure any default and recover from LESSEE all costs and expenses (including legal
fees and expenses incurred) in doing so;
75 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
(k) proceed as appropriate to enforce performance of this Lease and the other
Operative Documents and to recover any damages for the breach hereof and
thereof, including the amounts specified in Article 25.6;
(l) apply all or any portion of the Security Deposit and any other security
deposits or other amounts held by LESSOR or any Affiliate of LESSOR pursuant
to any of the Operative Documents or any Other Agreements to any amounts due
by LESSEE and/or any Affiliate of LESSEE pursuant to any Operative Document
or any Other Agreement; or
(m) set off all or any portion of the MRA Maintenance Rent Balance against any
amounts due by LESSEE or any Affiliate of LESSEE to LESSOR or any Affiliate
of LESSOR pursuant to any Operative Agreement or any Other Agreement.
25.4 Deregistration and Export of Aircraft. If an Event of Default has occurred and
is continuing, LESSOR may take all steps necessary to deregister the Aircraft in and export the
Aircraft from the State of Registration, the Habitual Base and/or any other applicable jurisdiction.
25.5 Cape Town Convention Remedies. LESSEE and LESSOR acknowledge and
agree that:
(a) each of the Events of Default set forth in Article 25.2 will be deemed to be
an event that constitutes a "default" as such term is used in the Cape Town
Convention;
(b) upon the occurrence of any Event of Default (i) LESSOR will be afforded
all speedy and other relief, rights and remedies specified in the Cape Town
Convention as a result of such Event of Default, (ii) all of the rights of LESSOR
specified in Article 25.3 will be construed to be "additional remedies" as permitted
by the Cape Town Convention which may be exercised by LESSOR pursuant to
this Lease subject to the requirements of applicable Law and (iii) LESSOR may,
without notice to LESSEE, take all steps as are contemplated by the Cape Town
Convention to deregister the Aircraft, export the Aircraft from the State of
Registration and, if applicable, discharge the International Interest in respect of the
Aircraft, this Lease and the other Operative Documents from the International
Registry; and
(c) LESSEE will not take the position or assert that the protection of Alternative
A of the Protocol should be unavailable to LESSOR in respect of the Aircraft or
this Lease including, without limitation, in the event of an Insolvency Proceeding.
25.6 LESSEE Liability for Damages. If an Event of Default occurs, in addition to all
other remedies available under applicable Law, LESSOR has the right to recover from LESSEE,
and LESSEE will indemnify LESSOR on LESSOR's first written demand against, any loss,
damage, expense, cost or liability which LESSOR may sustain or incur directly or indirectly as a
result, including:
76 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
(a) any losses suffered by LESSOR as a result of a delay in Delivery of the

Aircraft to LESSEE, including Aircraft parking, maintenance costs and insurance
costs during the period of delay;
(b) all amounts which are then due and unpaid hereunder or under any other
Operative Document or which become due prior to LESSOR's recovery of
possession of the Aircraft;
(c) any losses suffered by LESSOR or Owner because of an inability by

LESSOR or Owner to place the Aircraft on lease with another lessee or to otherwise
utilize the Aircraft on financial terms as favorable to LESSOR as the terms of this
Lease and the other Operative Documents (and LESSOR will be entitled to
accelerate any and all Rent which would have been due from the date of LESSOR's
recovery of possession of the Aircraft through the Expiration Date);
(d) if LESSOR, Owner or any other Relevant Party elects to dispose of or

transfer its respective interest in the Aircraft, any losses suffered by LESSOR,
Owner or such other Relevant Party because the funds arising from a sale, transfer
or other disposition of the Aircraft or any interest therein are not as profitable to
LESSOR, Owner or such other Relevant Party as leasing the Aircraft in accordance
with the terms hereof would have been (and LESSOR will be entitled to accelerate
any and all Rent which would have been due from the date of LESSOR's recovery
of possession of the Aircraft through the Expiration Date);
(e) all costs associated with LESSOR's exercise of its remedies hereunder,
including repossession costs, insurance costs, reasonable legal fees, Aircraft
storage, maintenance and preservation costs, Aircraft re lease or sale costs and
LESSOR's internal costs and expenses (including the cost of personnel time
calculated based upon the compensation paid to the individuals involved on an
annual basis and a general LESSOR overhead allocation);
(f) any amount of principal, interest, fees or other sums paid or payable on
account of funds borrowed in order to carry any unpaid amount;
(g) any loss, premium, penalty or expense which may be incurred in repaying
funds raised to finance the Aircraft or in unwinding any financial instrument
relating in whole or in part to the financing of the Aircraft;
(h) any loss, cost, expense or liability sustained by LESSOR or Owner due to
LESSEE's failure to return the Aircraft in the condition required by this Lease,
including an amount equal to the costs incurred (or likely to be incurred) by
LESSOR or Owner for maintenance and modifications as necessary to put the
Aircraft into such condition and into the condition necessary for delivery to a
purchaser or next lessee and an amount sufficient to fully compensate Owner and
LESSOR for loss of bargain if such failure results in the cancellation of a pending
sale or lease of the Aircraft;
77 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
(i) an amount sufficient to fully compensate Owner for any loss or diminution
to Owner's residual interest in the Aircraft due to LESSEE's failure to maintain the
Aircraft in accordance with this Lease and the other Operative Documents; and
(j) any additional amount(s) as may be necessary to place LESSOR in the same
economic position, on an after tax basis, as LESSOR would have been in if
LESSEE had properly and fully performed each of its obligations under this Lease
and the other Operative Documents.
25.7 Waiver of Default. By written notice to LESSEE, LESSOR may at its election
waive any Default or Event of Default and its consequences (with or without conditions, at
LESSOR's sole discretion). The respective rights of the parties will then be as they would have
been had no Default or Event of Default occurred. LESSOR's waiver of any Default or Event of
Default will not constitute a waiver of any subsequent Default or Event of Default.
25.8 Present Value of Payments. In calculating LESSOR's damages hereunder, on the

Termination Date all Rent and other amounts which would have been due hereunder during the
Lease Term if an Event of Default had not occurred will be calculated on a present value basis
using a discounting rate of the prime rate announced by LESSOR's Bank discounted to the date on
which LESSOR recovers possession of the Aircraft.
25.9 Use of "Termination Date". For avoidance of doubt, it is agreed that if LESSOR
terminates the leasing of the Aircraft to LESSEE and the Aircraft is repossessed by LESSOR due
to an Event of Default or a Detention Exposure, then, notwithstanding the use of the term
"Termination Date" in this Lease, the period of the Lease Term and the "Expiration Date" will be
utilized in calculating the damages to which LESSOR is entitled pursuant to Article 25.6. For
example, it is agreed and understood that LESSOR is entitled to receive from LESSEE the Rent
and the benefit of LESSEE's insurance and maintenance of the Aircraft until expiration of the
Lease Term.
25.10 Lease Termination. LESSOR will hold the Lease Termination Agreement in
escrow until such time as Detention Exposure occurs and is continuing for three days, in which
case LESSOR may promptly, upon notice to LESSEE, date and file the Lease Termination
Agreement with TCCA. Notwithstanding the foregoing, where LESSOR reasonably believes that
the Detention Exposure creates a substantial and imminent risk of giving rise to a right of
forfeiture, right of detention, imposition of a lien, right of sale or other Security Interest in respect
of the Aircraft, an Engine, or any Part, LESSOR may immediately date and file the Lease
Termination Agreement with the TCCA. In the event that a Lease Termination Agreement is so
filed with TCCA, LESSEE will have a period of up to 15 days to satisfy LESSOR that the
Detention Exposure is not continuing. If, during such period LESSOR is satisfied that the
Detention Exposure is not continuing, it will enter into a replacement lease in respect of the
Aircraft with LESSEE with terms identical, with the necessary changes, to this Lease. Otherwise,
LESSEE will comply with all obligations, including, without limitation, return conditions which
result from an early termination of this Lease; but, for greater certainty, LESSOR will continue to
maintain legal custody and control of the Aircraft while LESSEE complies with such obligations.
78 ARTICLE 25
DEFAULT OF LESSEE
REDACTED VERSION
ARTICLE 26 NOTICES
26.1 Manner of Sending Notices. Any notice, request or information required or

permissible under this Lease will be in writing and in English. Notices will be delivered in person
or sent by e-mail, letter (mailed airmail, certified and return receipt requested), or by express
courier addressed to the parties as set forth in Article 26.2. In the case of an e-mail, notice will be
deemed received at the time the sender sends such e-mail, unless the sender receives an automated
e-mail error message. In the case of a mailed letter, notice will be deemed received upon actual
receipt. In the case of a notice sent by expedited delivery, notice will be deemed received on the
date of delivery set forth in the records of the Person which accomplished the delivery. If any
notice is sent by more than one of the above listed methods, notice will be deemed received on the
earliest possible date in accordance with the above provisions.
26.2 Notice Information. Notices will be sent:
If to LESSOR: [REDACTED: Item 4]
with a copy to Servicer: [REDACTED: Item 4]
If to LESSEE: Canada Jetlines Operations Ltd.

1240-1140 West Pender Street
Vancouver, British Columbia
V6E 4G1, Canada
Attention: Vice President, Legal
Telephone: +1-604-681-8030
E mail: [email protected]
or to such other places and numbers as either party directs in writing to the other party.
79 ARTICLE 26
NOTICES
REDACTED VERSION
ARTICLE 27 GOVERNING LAW AND JURISDICTION
27.1 Governing Law.
THIS LEASE IS DEEMED DELIVERED IN AND WILL IN ALL RESPECTS BE GOVERNED

BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
WHICH THE PARTIES AGREE APPLIES HERETO).
27.2 Jurisdiction and Service of Process.
27.2.1 Each of the parties hereto agrees that any legal proceedings (including any legal
action or other process for seeking legal relief) against it or any of its assets with respect to, or
in any way relating to or based on, this Lease and/or any other Operative Documents or
dealings between them related to the subject matter of the transactions contemplated hereby or
the LESSOR/LESSEE relationship being established (whether a contract claim, a tort claim, a
breach of duty claim or any other common law or statutory claim) may be brought in any court
of the State of New York in the County of New York or any Federal court of the United States
of America sitting in such County, and the related appellate court. Each such party hereby
irrevocably submits to and accepts with regard to any such action or proceeding, for itself and
in respect of its assets, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts. LESSEE hereby irrevocably designates, appoints and empowers
[REDACTED: Item 2] as its authorized agent for service of process in the State of New York
in any such action or proceeding. A copy of any such process served on such agent will be
promptly forwarded by express courier by the person commencing such proceeding to
LESSEE at its address set forth in Article 26.2, but the failure of LESSEE to receive such copy
will not affect in any way the service of such process as aforesaid, LESSEE further irrevocably
consents to the service of process out of any of the aforementioned courts in any such action
or proceeding by the mailing of copies thereof by registered or certified airmail, postage
prepaid, to LESSEE at its address set forth in Article 26.2 hereof. The foregoing, however,
will not limit the rights of LESSOR to serve process in any other manner permitted by Law or
the rights of LESSOR and LESSEE to bring any legal action or proceeding or to obtain
execution of judgment in any jurisdiction. Each of LESSOR and LESSEE further agrees that
final judgment against it in any such action or proceeding in any of the courts specified in the
first sentence of this Article 27.2.1 will be conclusive and may be enforced in any other
jurisdiction within or outside the United States of America by suit on the judgment, a certified
or exemplified copy of which will be conclusive evidence of the fact and the amount of its
indebtedness. Each of LESSOR and LESSEE hereby irrevocably waives, to the fullest extent
permitted by Law, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Lease brought in any of the
courts specified in the first sentence of this Article 27.2.1, and hereby further irrevocably
waives any claim that any such suit, action or proceeding brought in any of the aforesaid courts
80 ARTICLE 27
GOVERNING LAW AND JURISDICTION
REDACTED VERSION
has been brought in an inconvenient forum. To the extent that LESSEE or LESSOR may in
any jurisdiction in which proceedings may at any time be taken for the determination of any
question arising under or for the enforcement of this Lease (including any interlocutory
proceedings or the execution of any judgment or award arising therefrom) be entitled to claim
or to otherwise be accorded for itself of its property, assets or revenues immunity from suit or
attachment (whether in aid of execution, before judgment or otherwise) or other legal process,
and to the extent that in any such jurisdiction, there may be attributed to LESSEE or LESSOR,
or its property, assets or revenues such immunity (whether or not claimed), LESSEE and
LESSOR each hereby irrevocably agrees not to claim and waives such immunity to the fullest
extent permitted by the Law of such jurisdiction.
27.2.2 Prevailing Party in Dispute. If any proceeding is brought, the prevailing party
will be entitled to recover legal fees and other costs incurred in such proceeding, to the extent
permitted by Law. The prevailing party will also, to the extent permissible by Law, be entitled
to receive pre- and post-judgment Default Interest.
27.2.3 Waiver of Jury Trial. EACH OF LESSEE AND LESSOR HEREBY

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A
JURY TRIAL IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS LEASE OR ANY DEALINGS BETWEEN THEM RELATING TO
THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY (OR
THE LESSOR/LESSEE RELATIONSHIP BEING ESTABLISHED), INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS AND OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF
LESSOR AND LESSEE REPRESENTS AND WARRANTS THAT EACH HAS
REVIEWED AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH ITS LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE
AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LEASE OR ANY OF THE
OPERATIVE DOCUMENTS. IN THE EVENT OF LITIGATION, THIS ARTICLE 27.2.3
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
81 ARTICLE 27
GOVERNING LAW AND JURISDICTION
REDACTED VERSION
ARTICLE 28 MISCELLANEOUS
28.1 Servicer. Each Servicer will act as a servicer on behalf of LESSOR for all matters
relating to this Lease, each other Operative Document and the Aircraft.
28.2 Press Releases. The parties will give copies to one another, in advance if possible,
of all news, articles and other releases provided to the public media regarding this Lease or the
Aircraft.
28.3 LESSOR Performance for LESSEE. The exercise by LESSOR of its remedy of
performing a LESSEE obligation hereunder is not a waiver of and will not relieve LESSEE from
the performance of such obligation at any subsequent time or from the performance of any of its
other obligations hereunder.
28.4 LESSOR's Payment Obligations. [REDACTED: Item 2]
28.5 Application of Payments. Any amounts paid or recovered in respect of LESSEE

liabilities hereunder may be applied to Rent, Default Interest, fees or any other amount due
hereunder in such proportions, order and manner as LESSOR determines.
28.6 Third Parties. Except as expressly provided in this Lease with regard to Owner,
Beneficial Owner, Relevant Parties, Indemnitees, Tax Indemnitees, Finance Parties, Transferee
and the other parties referred to in Articles 24.6.3 and 24.6.4 (each of which is hereby agreed to
be an express third party beneficiary hereof), LESSEE and LESSOR do not intend that any terms
of the Operative Documents be enforceable by any Person who is not a party to this Lease.
28.7 Usury Laws. The parties intend to contract in strict compliance with all applicable
usury Laws. Notwithstanding anything to the contrary in the Operative Documents, LESSEE will
not be obligated to pay Default Interest or other interest in excess of the maximum non-usurious
interest rate, as in effect from time to time, which may by applicable Law be charged, contracted
for, reserved, received or collected by LESSOR in connection with the Operative Documents.
During any period in which the then applicable highest lawful rate is lower than the Default Interest
rate, Default Interest will accrue and be payable at such highest lawful rate; however, if at any
subsequent time such highest lawful rate is greater than the Default Interest rate, then LESSEE
will pay Default Interest at the highest lawful rate until the Default Interest which is paid by
LESSEE equals the amount of interest that would have been payable in accordance with the
interest rate set forth in Article 5.8.
28.8 Delegation by LESSOR. LESSOR may delegate to any Person(s) all or any of the
rights, powers or discretion vested in it by this Lease and any such delegation may be made upon
such terms and conditions as LESSOR in its absolute discretion thinks fit.
28.9 Confidentiality. The Operative Documents and all non public information
obtained by either party about the other are confidential and are between LESSOR and LESSEE
only and will not be disclosed by a party to third parties (other than to any Servicer, to such party's
82 ARTICLE 28
MISCELLANEOUS
REDACTED VERSION
auditors, shareholders and professional advisors, to Indemnitees and Tax Indemnitees, as required
in connection with any filings of this Lease in accordance with Article 14, in connection with
LESSOR's financing or potential sale of the Aircraft or assignment of this Lease, as required for
enforcement by either party of its rights and remedies with respect to this Lease or as required by
applicable Law) without the prior written consent of the other party. If any disclosure will result
in an Operative Document becoming publicly available, LESSEE and LESSOR will cooperate
with one another to obtain confidential treatment as to the commercial terms and other material
provisions of such Operative Document. The obligations of LESSOR and LESSEE under this
Article 28.9 will survive the Termination Date.
28.10 Waiver. The rights of LESSOR hereunder are cumulative, not exclusive, may be
exercised as often as the LESSOR considers appropriate and are in addition to its rights under
general Law. The rights of LESSOR are not capable of being waived or amended except by an
express waiver or amendment in writing. Any failure to exercise or any delay in exercising any of
such LESSOR’s rights will not operate as a waiver or amendment of that or any other such right.
Any defective or partial exercise of any rights of LESSOR will not preclude any other or further
exercise of that or any other such right and no act or course of conduct or negotiation on LESSOR’s
part or on its behalf will in any way preclude LESSOR from exercising any such right or constitute
a suspension or any amendment of any such right.
28.11 Further Assurances. Each party hereto agrees from time to time to do and perform
such other and further acts and execute and deliver any and all such other instruments as may be
required by Law, reasonably requested by the auditors of the other party or requested by the other
party to establish, maintain, protect or perfect the rights, interests and remedies of the requesting
party or any Relevant Party or to carry out and effect the intent and purpose of this Lease and the
other Operative Documents.
28.12 Translations of Lease. If this Lease or any other Operative Document is translated
into another language, whether or not signed by LESSEE and LESSOR in such other language,
solely the terms and provisions of this English version of the Lease or such other Operative
Document will prevail in any dispute. Further, all written communication and certificates and
other documents delivered to LESSOR in connection with this Lease will be in English.
28.13 Nature of Lease. This Lease transfers to LESSEE with respect to the Aircraft a
leasehold interest only and Owner is the owner and lessor of the Aircraft, and LESSEE is the lessee
of the Aircraft, for all purposes, including for purposes of the application of all relevant Laws, all
relevant financial accounting principles and all relevant Tax purposes.
28.14 Use of Word "including". The term "including" is used in this Lease without
limitation.
28.15 Headings. All article and paragraph headings and captions are purely for
convenience and will not affect the interpretation of this Lease. Any reference to a specific article,
paragraph or section will be interpreted as a reference to such article, paragraph or section of this
Lease.
83 ARTICLE 28
MISCELLANEOUS
REDACTED VERSION
28.16 Invalidity of any Provision. If any of the provisions of this Lease become invalid,
illegal or unenforceable in any respect under any Law, the validity, legality and enforceability of
the remaining provisions will not in any way be affected or impaired.
28.17 Construction. This Lease and the other Operative Documents are the result of
negotiations between LESSEE and LESSOR and are the product of both parties. Accordingly this
Lease and the other Operative Documents or any uncertainty or ambiguity in any such agreements
will be interpreted to fairly accomplish the purposes and intentions of LESSEE and LESSOR and
will not be construed or resolved against LESSOR merely because of LESSOR's involvement in
the preparation of this Lease and the other Operative Documents, regardless of any rule of
construction.
28.18 Time is of the Essence. Time is of the essence in the performance of all obligations
of LESSOR and LESSEE under the Operative Documents and, consequently, all time limitations
applicable to LESSOR and LESSEE set forth in the provisions of this Lease will be strictly
observed.
28.19 Amendments in Writing. The provisions of this Lease may only be amended or
modified by a writing executed by LESSOR and LESSEE.
28.20 Counterparts. This Lease may be executed in any number of identical

counterparts, each of which will be deemed to be an original, and all of which together will be
deemed to be one and the same instrument when each party has signed and delivered one such
counterpart to the other party.
28.21 No Broker. Each of the parties hereby represents and warrants to the other that it
has not paid, agreed to pay or caused to be paid directly or indirectly in any form, any commission,
percentage, contingent fee, brokerage or other similar payment of any kind, in connection with the
establishment or operation of this Lease, to any Person.
28.22 Delivery of Documents by Fax or E mail. Delivery of an executed counterpart of

this Lease or of any other documents in connection with this Lease by fax or e mail will be deemed
as effective as delivery of an originally executed counterpart. Any party delivering an executed
counterpart of this Lease or other document by fax or e mail will also deliver an originally executed
counterpart, but the failure of any party to deliver an originally executed counterpart of this Lease
or such other document will not affect the validity or effectiveness of this Lease or such other
document.
28.23 Entire Agreement. This Lease and the other Operative Documents constitute the
entire agreement between the parties in relation to the leasing of the Aircraft by LESSOR to
LESSEE and supersede all previous proposals, agreements and other written and oral
communications in relation hereto. The parties acknowledge that there have been no
representations, warranties, promises, guarantees or agreements, express or implied, except as set
forth in this Lease.
84 ARTICLE 28
MISCELLANEOUS
REDACTED VERSION
IN WITNESS WHEREOF, LESSEE and LESSOR have executed this Lease as of the date
shown at the beginning of this Lease.
Signed for and on behalf of

MENELAUS I LIMITED
By:
“Ken Faulkner”
_________________________________
Signature
Ken Faulkner, Attorney-in-Fact

_________________________________
Name
Signed for and on behalf of

CANADA JETLINES OPERATIONS
LTD.
By:
“Mark Morabito”
_________________________________
Signature
Mark Morabito, Executive Chairman

_________________________________
Name
85 SIGNATURE PAGE
REDACTED VERSION
EXHIBIT A AIRCRAFT DESCRIPTION
The description of the Aircraft set forth in this Exhibit A and the description of the delivery
condition of the Aircraft set forth in Exhibit B are solely for the purposes of describing the
condition in which the Aircraft is required to be in all material respects in order for LESSEE to be
obligated to accept the Aircraft on the Delivery Date according to the standard set forth in Article
6.2. Nothing in this Exhibit A or in Exhibit B will be construed as a guaranty, representation,
warranty or agreement of any kind, whatsoever, express or implied, by LESSOR with respect to
the Aircraft or its condition, all of which have been disclaimed by LESSOR and waived by
LESSEE as set forth in the Lease.
Subject to the above:
Part 1. Identifying Information
AIRFRAME: Airbus A320-200
ENGINES: IAE V2527-A5
Part 2. Full Description
[REDACTED: Item 1]
86 EXHIBIT A
AIRCRAFT DESCRIPTION
REDACTED VERSION
EXHIBIT B CONDITION AT DELIVERY
[REDACTED: Item 1]
87 EXHIBIT B
CONDITION AT DELIVERY
REDACTED VERSION
EXHIBIT C INSURANCE REQUIREMENTS
[REDACTED: Item 2]
88 EXHIBIT C
INSURANCE REQUIREMENTS
REDACTED VERSION
EXHIBIT D AVIATION AUTHORITY UNDERTAKING LETTER
[Date]
TO: THE AIR AUTHORITIES LISTED ON SCHEDULE “A” HERETO

SUBJECT: STATEMENT OF ACCOUNTS FOR CANADA JETLINES OPERATIONS
LTD.
Dear Sirs:
We refer to the Aircraft Lease Agreement dated as of ___________ 2018, between Menelaus I Limited,
as lessor ("Lessor"), and Canada Jetlines Operations Ltd., as lessee ("Lessee"), in respect of one (1)
Airbus A320-200 aircraft bearing manufacturer's serial number 2594 and Canadian registration mark
C-____ (the "Aircraft").
We hereby irrevocably authorize you to release to Lessor (or its duly authorized representatives) at any
time upon Lessor's request, so long as Lessor has an interest in the Aircraft, a statement of account of
all fees and charges then owed by Lessee and or an Affiliate of Lessee in the event that the Aircraft is
subleased to such Affiliate (whether or not currently due and payable), as at the date of such request.
Yours truly,
By:
Name:
Title:
Aviation Authority Letter – MSN 2594
89 EXHIBIT D
AVIATION AUTHORITY UNDERTAKING LETTER
REDACTED VERSION
SCHEDULE "A"
ABBOTSFORD AIRPORT AUTHORITY

30440 Liberator Avenue Abbotsford, BC Canada V2T 6H5
AEROPORTS DE MONTREAL
Bureau 2100, 1100 boulevard René-Levesque, Montréal, PQ H3B 4X8
EDMONTON REGIONAL AIRPORT AUTHORITY

Suite 3-10908, 120 Avenue NW, Edmonton, AB
T5G 2Z3
GREATER TORONTO AIRPORTS AUTHORITY

Toronto Pearson International Airport, P.O. Box 6031, 3111 Convair Drive, Toronto, ON
L5P 1B2
HALIFAX STANFIELD INTERNATIONAL AIRPORT

1 Bell Boulevard, Enfield, NS B2T 1K2
MONTRÉAL-PIERRE ELLIOTT TRUDEAU INTERNATIONAL AIRPORT

975 Romeo-Vachon Blvd North, Suite 317 Montreal, PQ H4Y 1H1
NAV CANADA
77 Metcalfe Street, Ottawa, ON K1P 5L6
OTTAWA INTERNATIONAL AIRPORT AUTHORITY

1000 Airport Parkway Private, Suite 2500, Ottawa, ON K1V 9B4
THE CALGARY AIRPORT AUTHORITY

2000 Airport Road NE, Calgary, AB V2E 6W5
VANCOUVER INTERNATIONAL AIRPORT AUTHORITY

Vancouver International Airport, 3211 Grant McConachie Way, Richmond, BC V7B 1Y7
ANY OTHER CANADIAN AIRPORT AND/OR AIR AUTHORITY
90 EXHIBIT D
AVIATION AUTHORITY UNDERTAKING LETTER
REDACTED VERSION
EXHIBIT E ESTOPPEL AND ACCEPTANCE CERTIFICATE
CANADA JETLINES OPERATIONS LTD. ("LESSEE"), a company organized under the

laws of Canada, does hereby represent, acknowledge, warrant and agree as follows:
1. LESSEE and MENELAUS I LIMITED ("LESSOR") have entered into an Aircraft

Lease Agreement dated as of ___________, 2018 (hereinafter referred to as the "Lease"). Words
used herein with capital letters and not otherwise defined will have the meanings set forth in the
Lease.
2. LESSEE has this ____ day of _____________________________, ________

(Time: ____________) at __________________________received from LESSOR possession of:
(a) One Airbus A320-200 aircraft bearing manufacturer's serial number 2594
and registration mark ___________, together with two IAE V2527-A5 engines bearing
manufacturer's serial numbers ________ and ________ (each of which has 550 or more
rated takeoff horsepower) and an APU bearing part number _________________and
manufacturer's serial number_________________.
(b) All Aircraft Documentation, including the usual and customary manuals,
logbooks, flight records and historical information regarding the Aircraft, Engines, APU
and Parts.
(c) The loose equipment set forth in the list of Loose Equipment attached
hereto.
3. The Aircraft had the following seating configuration at Delivery:
__________ first __________ business ___________ coach
4. An auxiliary center tank (ACT) is / is not installed (circle one) at Delivery.
If yes, quantity of auxiliary center tanks: ____________
5. The Airframe, Engines, APU and Parts had the Flight Hours/Cycles at Delivery set
forth in the Technical Evaluation Summary attached hereto and the Aircraft was otherwise in the
condition described by the Technical Evaluation Summary attached hereto.
6. The amount of fuel on board at Delivery is ____________________

pounds/gallons/kilos of fuel (circle one).
7. The Agreed Value of the Aircraft is US$ ____________________.
8. All of the foregoing has been delivered and irrevocably and unconditionally
accepted on the date set forth above to LESSEE's full satisfaction and pursuant to the terms and
91 EXHIBIT E
ESTOPPEL AND ACCEPTANCE CERTIFICATE
REDACTED VERSION
provisions of the Lease. The foregoing is without prejudice to LESSOR's obligations to take such
actions (if any) as expressly set forth in the List of Other Obligations attached hereto.
9. The Aircraft, Engines, APU, Parts and Aircraft Documentation as described in the
Lease have been fully examined by LESSEE and have been received in a condition fully
satisfactory to LESSEE and in full conformity with the Lease in every respect without exception
or reservation.
10. LESSEE hereby repeats the provisions of Article 8 (Disclaimers and Waivers) of
the Lease as if set out in full herein.
11. The Lease is in full force and effect, LESSOR has fully, duly and timely performed
all of its obligations of every kind or nature thereunder and LESSEE has no claims, offsets,
deductions, set off or defenses of any kind or nature in connection with the Lease.
12. The Delivery of the Aircraft evidenced by LESSEE's execution of this Estoppel and
Acceptance Certificate creates an international interest for all purposes of the Cape Town
Convention including, without limitation, affording LESSOR all rights and remedies thereunder.
"Cape Town Convention" means both 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 which were adopted on November 16, 2001 at a diplomatic
conference held in Cape Town, South Africa (as either of them may be amended from time to
time).
13. Each Finance Party may rely upon all of the foregoing in granting substantial
financial accommodations to LESSOR or any Affiliate of LESSOR and LESSEE understands and
agrees that any funds being advanced by such Finance Party will be made in reliance upon the
foregoing.
14. Prior to the first revenue flight of the Aircraft, LESSEE will obtain all required
permits, authorizations, licenses and fees of the State of Registration or any Government Entity
thereof necessary in order for LESSEE to operate the Aircraft as permitted by the terms of the
Lease.
Dated on the date set forth above
___________________________________
By:
___________________________________
Printed Name:
___________________________________
Title:
92 EXHIBIT E
REDACTED VERSION
ATTACHMENTS:
1. List of Other Obligations

2. Technical Evaluation Summary
3. List of Aircraft Documentation
4. Current Aircraft layout passenger arrangement (LOPA)
6. Dent and damage chart
7. List of loose equipment
8. List of free of charge kits
9. Engine disk sheets
10. Engine power assurance test conditions and results
11. Engine trend data
93 EXHIBIT E
REDACTED VERSION
EXHIBIT F OPINION OF COUNSEL
[REDACTED: Item 2]
94 EXHIBIT F
OPINION OF COUNSEL
REDACTED VERSION
EXHIBIT G FORM OF LEASE TERMINATION AGREEMENT
LEASE TERMINATION AGREEMENT

MSN 2594
THIS AGREEMENT is made as of ___________________, _______,
BETWEEN: CANADA JETLINES OPERATIONS LTD. ("Lessee"); and MENELAUS I

LIMITED ("Lessor").
RE: Aircraft Lease Agreement, dated as of __________ 2018 between Lessor and
Lessee (the "Lease") with respect to one Airbus A320-200 model Aircraft, MSN
2594, C-_____ (the "Aircraft").
IT IS AGREED as follows:
1. LEASE TERMINATION
Lessor and Lessee hereby terminate the Lease and all rights of Lessee to operate the
Aircraft as of _____ o'clock _______ m. _______ time on the date hereof and release the
Aircraft from all of the terms and conditions of the Lease.
IN WITNESS whereof the parties hereto have executed this Agreement as of the date
first written above.
By: ________________________________
Name:
Title:
MENELAUS I LIMITED
By: _________________________________
Name:
Title:
95 EXHIBIT G
FORM OF LEASE TERMINATION AGREEMENT
REDACTED VERSION
EXHIBIT H FORM OF CAPE TOWN IDERA
Form of Irrevocable Deregistration and Export Request Authorization
[Date]
To: Transport Canada Civil Aviation Authority
Re: Irrevocable Deregistration and Export Request Authorization
The undersigned is the registered operator of the Airbus A320-200 aircraft bearing
Manufacturer's serial number 2594 and registration mark ______ (together with all installed,
incorporated or attached accessories, parts and equipment, the "Aircraft").
This instrument is an irrevocable deregistration export request authorization issued by the

undersigned in favor of MENELAUS I LIMITED (the "Authorized Party") under the authority
of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment
on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby
requests:
(a) recognition that the Authorized Party or the person it certifies as its designee
is the sole person entitled to:
(1) procure the deregistration of the Aircraft from the Canadian Civil
Aircraft Registry maintained by Transport Canada for the purposes of Chapter III
of the Convention on International Civil Aviation, signed at Chicago, on 7
December 1944; and
(2) procure the export and physical transfer of the Aircraft from Canada;
and
(b) confirmation that the Authorized Party or the person it certifies as its
designee may take the action specified in clause (a) above on written demand without the
consent of the undersigned and that, upon such demand, the authorities in Canada will
cooperate with the Authorized Party with a view to the speedy completion of such action.
The rights in favor of the Authorized Party established by this instrument may not be
revoked by the undersigned without the written consent of the Authorized Party.
Please acknowledge your agreement to this request and its terms by the appropriate
notation in the space provided below and lodge this instrument in the Canadian Civil Aircraft
Registry maintained by Transport Canada.
96 EXHIBIT H
FORM OF CAPE TOWN IDERA
REDACTED VERSION
_____________________________________
By:
_____________________________________
Printed Name:
_____________________________________
Title:
_____________________________________
Date:
Agreed to and lodged on the date specified below.
TRANSPORT CANADA
By: _____________________________________
Its: _____________________________________
Date: _____________________________________
97 EXHIBIT H
FORM OF CAPE TOWN IDERA
REDACTED VERSION
EXHIBIT I FORM OF EUROCONTROL AUTHORISATION LETTER
• Printed on Aircraft Operator letter head paper (logo of the company)

• Duly signed by an official representative of the Aircraft Operator, with name and
position clearly written
• One page
• Letter dated
• Date of Lease entered
• To be returned to: [email protected]
(Logo of the Aircraft Operator)
DATE __________________
The Director of the Central Route Charges Office

European Organisation for the Safety of Air Navigation ("EUROCONTROL")
Rue de la Fusée, 96
1130 BRUXELLES
BELGIUM
[email protected]
Dear Sir,
Letter of Authorisation
MSN 2594, Reg: C-__(the "Aircraft")
We have leased the above Aircraft from MENELAUS I LIMITED (the "Lessor"), in
accordance with a lease agreement (dated as of ______), between us and the Lessor.
We hereby authorise you to provide the Lessor, hereby represented by AerCap Holdings
N.V. with a general statement of account in relation to air navigation charges incurred by us and
due to EUROCONTROL. Access to the statement(s) of account will be provided in accordance
with the procedures established by EUROCONTROL.
98 EXHIBIT I
FORM OF EUROCONTROL AUTHORISATION LETTER
REDACTED VERSION
The authorisation contained in this letter may only be revoked or amended by a written
instruction signed by us and the Lessor.
Yours faithfully,
...............................................................
For and on behalf of

Name:
Title:
99 EXHIBIT I
FORM OF EUROCONTROL AUTHORISATION LETTER
REDACTED VERSION
EXHIBIT J RETURN ACCEPTANCE RECEIPT
Date: _________________ ___, ____
1. CANADA JETLINES OPERATIONS LTD. ("LESSEE") and MENELAUS I

LIMITED ("LESSOR") have entered into an Aircraft Lease Agreement dated as of
____________, (the "Lease"). Words used herein with capital letters and not otherwise defined
will have the meanings set forth in the Lease.
2. LESSOR has this ____ day of _____________________________, ________

(Time: __________) at __________________________ received from LESSEE possession of:
(a) One Airbus A320-200 Aircraft bearing manufacturer's serial number 2594,
together with two IAE V2527-A5 Engines bearing manufacturer's serial numbers
__________ and __________, an APU bearing manufacturer's serial number ____, and all
Parts attached thereto and thereon; and
(b) All Aircraft Documentation, including the usual and customary manuals,
logbooks, flight records and historical information regarding the Aircraft, Engines, APU
and Parts, as listed in the Document Receipt attached hereto.
3. The Aircraft had the following seating configuration at return:
__________ first __________ business ___________coach
4. An auxiliary center tank (ACT) is / is not installed (circle one) at return.
If yes, quantity of auxiliary center tanks: ____________
5. The Airframe, Engines, APU and Parts had the Flight Hours/Cycles at return set
forth in the Technical Evaluation Summary attached hereto and the Aircraft was otherwise in the
condition described by the Technical Evaluation Summary attached hereto.
6. The amount of fuel on board at return is ____________________

pounds/gallons/kilos of fuel (circle one).
7. Other technical information regarding the Aircraft and its components are correctly
set forth on the Technical Evaluation Summary attached hereto.
8. With reference to Article 13.10 of the Lease regarding payment in respect of

maintenance contributions by LESSOR after return of the Aircraft:
100 EXHIBIT J
RETURN ACCEPTANCE RECEIPT
REDACTED VERSION
_____ There are no claims for payment which will be submitted

after the date hereof.
or
_____ Claims for payment will be submitted after the date hereof
for the following:
Type of Work Estimated Invoice Amount
9. LESSEE confirms that it has delivered to LESSOR all free of charge kits for the
Aircraft received by LESSEE.
10. The above specified aircraft, engines and documentation are hereby accepted by
LESSOR subject to (i) the provisions of the Lease and (ii) correction by LESSEE (or procurement
by LESSEE at LESSEE's cost) as soon as reasonably possible of the discrepancies specified in the
list attached.
11. Subject to the following paragraph, the leasing of the Aircraft by LESSOR to
LESSEE pursuant to the Lease is hereby terminated without prejudice to LESSEE's continuing
obligations under the Lease and the other Operative Documents including, without limitation,
paragraph 10(ii) above and the obligations of LESSEE described in Article 4.4 of the Lease.
12. LESSEE represents and warrants that during the term of the Lease all maintenance
and repairs to the Airframe and Engines were performed in accordance with the requirements
contained in the Lease. LESSEE further confirms that all of its obligations under the Lease and
the other Operative Documents whether accruing prior to the date hereof or which survive the
expiration of the Lease or the termination of the leasing of the Aircraft under the Lease by their
terms and accrue after the date hereof, will remain in full force and effect until all such obligations
have been satisfactorily completed.
13. This Return Acceptance Receipt is executed and delivered by the parties in
___________________________________.
IN WITNESS WHEREOF, the parties hereto have caused this Return Acceptance Receipt
to be executed in their respective company names by their duly authorized representatives as of
the day and year first above written.
CANADA JETLINES OPERATIONS LTD. MENELAUS I LIMITED
101 EXHIBIT J
REDACTED VERSION
By: __________________________ By: _________________________
________________________________ _______________________________
Printed Name: Printed Name:
Its: __________________________ Its: _________________________
ATTACHMENTS:
1. List of discrepancies
2. List of Aircraft Documentation
3. Current Aircraft layout passenger arrangement (LOPA)
4. Incident/accident letter (IATA form or other form acceptable to LESSOR)
5. Dent and damage chart
6. List of loose equipment
7. List of free of charge kits
8. Engine disk sheets
9. Engine power assurance test conditions and results
10. Engine trend data
11. Technical Evaluation Summary
102 EXHIBIT J
REDACTED VERSION
EXHIBIT K MONTHLY REPORT
(SEE FOLLOWING SHEET)
103 EXHIBIT K
MONTHLY REPORT
REDACTED VERSION
MONTHLY AIRCRAFT UTILIZATION AND STATUS REPORT
[REDACTED: Item 2]
104 EXHIBIT K
MONTHLY REPORT
REDACTED VERSION
EXHIBIT L AIRCRAFT DOCUMENTATION
AIRCRAFT RECORDS
1. Copies of original Certificates delivered by Manufacturer, such as:

a. Airworthiness Certificate for Export
b. Radio installation conformity certificate
c. Noise limitation certificate
2. Copies of original Documents delivered by Manufacturer, such as:
a. Airworthiness Directive Compliance list
b. Aircraft inspection report
c. Aircraft Definition Report
d. Weighing report
3. Copies of current Certificates:
a. Airworthiness Certificate
b. Noise limitation
c. Radio license
d. Interior material burn certificates
e. Certificate of Export
f. Aircraft deregistration confirmation
g. Aircraft Registration
4. Letters signed and stamped by Quality Assurance:
a. Current aircraft hours and Cycles
b. Current engines hours and Cycles
c. Accident and Incident report
d. Summary of Maintenance Program
e. AD compliance during the lease term
5. Aircraft log books and Aircraft Definition Report
6. Aircraft Hard Time (HT) inspection status
7. One year forecast for HT inspection
8. Aircraft Modification status, including service bulletins
9. Most recent weighing report
10. AD compliance report with original signoffs
11. Corrosion Prevention Control Program compliance summary
12. Routine and non routine job cards of the Return Check
13. Routine and non routine maintenance work cards for tasks performed during the Lease
Term that were not repeated at or superseded by the Return Check
14. Past year pilot and maintenance discrepancies
15. Major and Minor structural repairs with applicable approvals
16. Compass Swing report of the last three years
17. Cabin Configuration drawing (LOPA)
18. Emergency equipment location drawing
19. Engineering data package for all Modifications
105 EXHIBIT L
AIRCRAFT DOCUMENTATION
REDACTED VERSION
ENGINES RECORDS
1. Last test cell run reports

2. Life limited Parts status and traceability
4. Engine Modification / service bulletin / inspection report and applicable forms
5. Last heavy maintenance records for each module
6. Engine log books
7. Engine removal history
8. Past year trend monitoring reports
9. Historical borescope reports
10. Engine component report
APU RECORDS
1. APU status (FH, FC, limits)

2. Life limited Part status and traceability
4. Modification status
5. Last heavy maintenance documents
6. APU log books
7. Last test cell report
COMPONENT RECORDS
1. Aircraft component inventory

2. Hard time component inventory
3. All required serviceable tags
4. Landing Gear status with last overhaul and life limited Part status
6. Modification status
7. Auxiliary fuel tank log book
106 EXHIBIT L
AIRCRAFT DOCUMENTATION
REDACTED VERSION
EXHIBIT M MRA CLAIM SETTLEMENT ACKNOWLEDGEMENT
[REDACTED: Item 2]
107 EXHIBIT M
MRA CLAIM SETTLEMENT ACKNOWLEDGEMENT
REDACTED VERSION
EXHIBIT N MRA CLAIM SUPPORTING DOCUMENTATION
[REDACTED: Item 2]
108 EXHIBIT N
MRA CLAIM SUPPORTING DOCUMENTATION
REDACTED VERSION
EXHIBIT O FORM OF SHORT FORM LEASE
AIRCRAFT LEASE AGREEMENT (SHORT-FORM) (MSN 2594)
THIS SHORT-FORM LEASE (the Lease) is made as of _____________ ____, 2019
BETWEEN:
1. MENELAUS I LIMITED, a private company limited by shares duly incorporated

under the laws of Ireland (Lessor); and
2. CANADA JETLINES OPERATIONS LTD., a company existing under the laws of

Canada (Lessee).
WHEREAS:
(A) The Aircraft (as hereinafter defined) is the subject of an Aircraft Lease Agreement
entered into between Lessor and Lessee dated as of ___________ 2018 (as amended,
supplemented and novated from time to time, the Lease Agreement);
(B) The Aircraft is described in the Lease Agreement as follows:
One Airbus A320-200 aircraft

Manufacturer's Serial Number: 2594
Canadian Registration Mark: C-___
(the Aircraft); and
(C) The terms of the Lease Agreement provide for the lease of the Aircraft to Lessee by
Lessor in exchange for payments of rent and all other amounts due as specified in the
Lease Agreement,
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. The term of the Lease will commence on ____________ and will terminate on
___________ or otherwise as agreed by Lessor and Lessee.
2. The Aircraft will be in the legal custody and control of Lessee during the term of the
Lease.
3. Lessee will be responsible for the airworthiness and maintenance of the Aircraft
during the term of the Lease.
4. Lessor does not and will not provide, directly or indirectly, any flight crew designated
109 EXHIBIT O
FORM OF SHORT FORM LEASE
REDACTED VERSION
to operate the Aircraft.
5. Lessee will be responsible for insuring the Aircraft for such limits and coverage as
will be required by law from time to time.
6. Subleasing or assignment of the Aircraft is not permitted without the prior consent of
Lessor.
7. The Lease maybe cancelled prior to its scheduled termination date following the
occurrence of an event of default or such other terminating event as agreed by Lessor
and Lessee, and Lessor providing a notice to Lessee terminating the Lease.
8. This Lease is subject in all respects to the terms and conditions of the Lease
Agreement, it being acknowledged that the Lease Agreement or any other agreement
between the parties in respect of the Aircraft does not contradict the conditions
contained in this Short Form Lease.
9. This Lease is delivered pursuant to the requirements for registration of the Aircraft in
the Canadian Civil Aircraft Register in accordance with the terms and conditions of
the Lease Agreement.
IN WITNESS WHEREOF, Lessee and Lessor have executed this Lease as of the date first
above written.
CANADA JETLINES OPERATIONS MENELAUS I LIMITED

LTD.
By: __________________________ By: _________________________
Name: __________________________ Name: _________________________
Title: __________________________ Title: _________________________
110 EXHIBIT O
FORM OF SHORT FORM LEASE
REDACTED VERSION
EXHIBIT P FORM OF GUARANTEE
[REDACTED: Item 2]
111 EXHIBIT P
FORM OF GUARANTEE
REDACTED VERSION
EXHIBIT Q FORM OF NOTICE AND ACKNOWLEDGEMENT
From: MENELAUS I LIMITED (the "Lessor")
To: CANADA JETLINES OPERATIONS LTD. (the "Lessee")
_____________, 2019
Ladies and Gentlemen:
We refer to the Aircraft Lease Agreement dated as of ____________ 2018 (as amended
and supplemented, the "Lease") entered into between Lessee and Lessor pertaining to one (1)
Airbus A320-200 aircraft bearing manufacturer's serial number 2594 and registration number C-
____ and two IAE V2527-A5 engines bearing manufacturer's serial numbers ________ and
_______, each of which is a jet propulsion engine bearing at least 1750 pounds of thrust or the
equivalent thereof.
Any and all initially capitalized terms used herein shall have the meanings ascribed
thereto in the Lease, unless specifically defined herein.
The Lessor hereby gives you notice that by that certain Aircraft Mortgage and Security
Agreement dated as of March 30, 2011, and made between the parties named therein including
Lessor and Citibank, N.A., as the Collateral Agent (the "Collateral Agent"), the Lessor has
assigned to the Collateral Agent by way of security all its right, title and interest in and to the
Lease and the proceeds thereof, including certain insurance proceeds (the "Security
Assignment"). The Lessor also notifies you that the Collateral Agent is a Finance Party as
defined under the Lease.
Notwithstanding any contrary provision in the Lease, Citibank, N.A., as Collateral Agent,
shall be the loss payee, a contract party and an additional insured, as applicable, on all hull and
war risk policies of insurance and Citibank, N.A., as Collateral Agent and Administrative Agent
shall be a contract party and an additional insured, as applicable, on all liability policies of
insurance.
If the Collateral Agent issues to you a notice (a "Relevant Notice") that its rights as
assignee under the Security Assignment have become exercisable as provided therein, you are
hereby authorized and required to thereafter perform, observe and comply with all your
undertakings and obligations under the Lease in favor and for the benefit of the Collateral Agent
as if the Collateral Agent were named as lessor therein instead of Lessor, and from and after the
date of the Relevant Notice, you shall make all payments under the Lease as provided in the
Relevant Notice or as the Collateral Agent shall otherwise direct.
This notice and the instructions herein contained are irrevocable unless and until the
Collateral Agent revokes them.
112 EXHIBIT Q
FORM OF NOTICE AND ACKNOWLEDGEMENT
REDACTED VERSION
This notice shall be governed by and construed in accordance with New York law.
Very truly yours,
MENELAUS I LIMITED
By: _______________________________
Name:
Title:
Acknowledged and Agreed:
By: _______________________________
Name:
Title:
113 EXHIBIT Q
FORM OF NOTICE AND ACKNOWLEDGEMENT
REDACTED VERSION
SCHEDULE I ECONOMIC TERMS
A. Security Deposit
The "Security Deposit" is an amount equal to [REDACTED: Item 2]. The Security
Deposit is payable as follows (in US$):
Payment Date Amount

Received [REDACTED: Item 2]
No later than three Business Days following [REDACTED: Item 2]
execution of this Lease
No later than [REDACTED: Item 2] [REDACTED: Item 2]
No later than three Business Days prior to [REDACTED: Item 2]
Delivery
B. Transaction Fee
LESSEE will pay LESSOR a nonrefundable transaction fee in an amount equal to

[REDACTED: Item 2] within two Business Days after execution of the Lease.
C. Base Rent
LESSEE will pay LESSOR the following amounts monthly in advance on each date
specified in Article 5.4.2 as rent for the Aircraft ("Base Rent"):
Period of Lease Term Amount of Base Rent

Lease Term [REDACTED: Item 2]
D. Maintenance Rent
D.1
Type of Maintenance Rent Amount of Maintenance Rent

"Airframe 6Y Maintenance [REDACTED: Item 2] per calendar month
Rent" means:
"Airframe 12Y Maintenance [REDACTED: Item 2] per calendar month
Rent" means:
114 SCHEDULE I
ECONOMIC TERMS
REDACTED VERSION
(the foregoing together, the "Airframe

Maintenance Rent")
"Performance Restoration [REDACTED: Item 2] per engine Flight Hour for
Maintenance Rent" means: each Engine (payable when the Engine is utilized on
the Aircraft or on another aircraft) and payable
based upon an assumed Flight Hour to Cycle
utilization ratio of 1.5:1, subject to adjustment as
described in Section D.3 below
"Engine LLP Maintenance [REDACTED: Item 2] per engine Cycle for each
Rent" means: Engine (payable when the Engine is utilized on the
Aircraft or on another aircraft)
"Landing Gear Maintenance [REDACTED: Item 2] per calendar month
Rent" means:
"APU Maintenance Rent" [REDACTED: Item 2] per APU Airframe Cycle
means: (payable when the APU is utilized on the Aircraft or
on another aircraft)
D.2 Escalation
In the case of Airframe Maintenance Rent, Landing Gear Maintenance Rent, and APU
Maintenance Rent, by [REDACTED: Item 2] (rounded to the nearest Dollar) of the then
current Maintenance Rent Rate, and in the case of Performance Restoration Maintenance
Rent, by [REDACTED: Item 2] (rounded to the nearest Dollar) of the then current
Maintenance Rent Rate.
D.3 The Performance Restoration Maintenance Rent will be adjusted in accordance with
Article 5.5.1(c) and the table below:
Flight Hour to Cycle ratio Performance Restoration Maintenance Rent

(number of Flight Hours per Rates (payable per engine Flight Hour for
Cycle): each Engine) (subject to escalation as
described in this Schedule I):
Greater than or equal to 1 Hour but [REDACTED: Item 2]

less than 2 Hours
Greater than or equal to 2 Hours [REDACTED: Item 2]

but less than 3 Hours

but less than 4 Hours
115 SCHEDULE I
ECONOMIC TERMS
REDACTED VERSION
D.4 All Maintenance Rent payable in respect of a given calendar month will be paid on or
before the Maintenance Rent Payment Date [REDACTED: Item 2].
E. Supplemental Rent for Excess Cycles
The amount of Supplemental Rent payable for excess Cycles will be [REDACTED: Item
2] per Cycle.
Example: If the Airframe operates [REDACTED: Item 2] Flight Hours in a calendar year,
it would have [REDACTED: Item 2] Cycles resulting from a Flight Hour/Cycle ratio of
[REDACTED: Item 2]. If in fact the Airframe operates [REDACTED: Item 2] Cycles
in such calendar year, the Airframe would have operated [REDACTED: Item 1] excess
Cycles in such calendar year and LESSEE will pay LESSOR [REDACTED: Item 2]
F. Default Interest Rate
"Default Interest Rate" means [REDACTED: Item 2] percent above the one month USD
LIBOR rate in effect on the applicable due date.
I. Certain Insurance Definitions
"Agreed Value" means [REDACTED: Item 2].
"Damage Proceeds Threshold" means excess of [REDACTED: Item 2].
"Maximum Deductible Amount" means [REDACTED: Item 2].
"Minimum Liability Coverages" means [REDACTED: Item 2].
116 SCHEDULE I
ECONOMIC TERMS

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REDACTED VERSION

CANADA JETLINES OPERATIONS LTD.

AIRCRAFT LEASE AGREEMENT

Dated as of June 12, 2018

CANADA JETLINES OPERATIONS LTD.

Aircraft Make and Model: Used Airbus A320-200

1. Confidential and commercially sensitive operational data

2. Confidential and commercially sensitive terms

3. Confidential bank account information

4. Confidential contact information

ARTICLE 1 DELIVERY SUMMARY ....................................................................................2

iii TABLE OF CONTENTS

vii TABLE OF CONTENTS

AIRCRAFT LEASE AGREEMENT

CANADA JETLINES OPERATIONS LTD., a company whose principal place of business

MENELAUS I LIMITED, a private company limited by shares incorporated under the

ARTICLE 1 DELIVERY SUMMARY

1.1 Description of Aircraft

One used Airbus A320-200 aircraft

1.2 Scheduled Delivery Date and Location

1.3 Initial Country of Aircraft Registration

"Airworthiness Directives" or "ADs" means all airworthiness directives (or equivalent)

"Aviation Authority" means, as of any time of determination, (i) TCCA or any

"Convention" means the English-language version of the Convention on International

"Delivery Date" means the date on which Delivery takes place.

"Electronic Records Format" means an EASA- or FAA-approved system in a searchable

"Engine Manufacturer" means IAE International Aero Engines, AG or its successor in

"Event of Default" means any of the events referred to in Article 25.2.

"FAA" means the Federal Aviation Administration of the U.S. Department of

"Financial Indebtedness" means any indebtedness in respect of (a) moneys borrowed or

"Guarantee" means the unconditional guarantee to be granted by Guarantor in favor of

"Guarantor" means a guarantor acceptable to LESSOR in its sole discretion, which

"IDERA" means an irrevocable de-registration and export request authorization in the

"Lease Termination Agreement" means a lease termination agreement to be entered into

b. "B" is the life remaining (Flight Hours or Cycles, as applicable) on the

"Maintenance Program" means LESSEE's maintenance program as approved by the

"Maintenance Rent Activity" or "MRA" means each of the following maintenance

"Manufacturer" means Airbus S.A.S. or its successor in title.

"Modification" means any modification, alteration or addition to or removal from the

"MPD" means the then current Maintenance Planning Document published by

"MRA Claim Settlement Acknowledgement" means an acknowledgement of MRA

"Other Agreements" means and includes [REDACTED: Item 2].

"Prior Lessee" means Air New Zealand Aircraft Holdings Limited.

"Prior Lessor" means Aircraft 32A-2594 Inc., a California corporation.

"Protocol" means the English-language version of the Protocol to the Convention on

"Qualified Performance Restoration" means at a minimum, a level 2.9 or level 3

"Technical Evaluation Summary" means a written summary in form and substance

"U.S." or "U.S.A." means the United States of America.

Performance Restoration Schedule I

2.2 Construction and Interpretation

2.2.3 References to LESSOR, Owner, Beneficial Owner, LESSEE or any of the

ARTICLE 3 PLACE AND DATE OF DELIVERY

ARTICLE 4 LEASE TERM

4.3 "Termination Date". If LESSEE returns the Aircraft to LESSOR on the

4.3.2 cancellation of this Lease occurs pursuant to Article 3.6;

ARTICLE 5 RENT AND OTHER PAYMENTS

5.1 Security Deposit.

5.4 Base Rent.

5.5 Maintenance Rent.

(c) In respect of Performance Restoration Maintenance Rent payable during the