Common use of CROSS COLLATERALISATION Clause in Contracts

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that the Buyer should fail to make any material payment owing under this Agreement or under any other agreement between the Buyer and the Seller and/or any of their respective Affiliates (the "Other Agreement"), the Seller may: (i) withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "Relevant Amounts") in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer's or its Affiliates' failure to make payments in a timely manner under this Agreement or any Other Agreement, The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off. 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer's or its Affiliates' failure to make payment in a timely manner under the Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth (4th) working day following the Seller's written request to the Buyer for such payment and (ii) treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 of the Agreement.

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that the Buyer should fail to make any material payment owing under this Agreement or under any other agreement between the Buyer and the Seller and/or any of their respective Affiliates (the "“Other Agreement"”), the Seller may: (i) withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer's ’s or its Affiliates' ’ failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. *** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off.. *** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. CC – C 337.0045/07 Page 20/92 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer's ’s or its Affiliates' ’ failure to make payment in a timely manner under the Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth (4th) working day following the Seller's ’s written request to the Buyer for such payment and (ii) treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 of the Agreement. *** This information is subject to confidential treatment and has been omitted and filed separately with the Commission.

CROSS COLLATERALISATION. 5.11.1 5.12.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that the Buyer should fail to make any material payment owing under this Agreement or under any other agreement between the Buyer and the Seller and/or any of their respective Affiliates (the "“Other Agreement"”), the Seller may: (i) withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer's ’s or its Affiliates' ’ failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 5.11.2 5.12.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer's ’s or its Affiliates' ’ failure to make payment in a timely manner under the Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days ***** of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 5.8.1 hereof from the fourth (4th) working day ***** following the Seller's ’s written request to the Buyer for such payment and (ii) treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 of the Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that that: (a) the Buyer should fail to make any material any[***] payment owing under this Agreement or under any other agreement between Agreement, or (b) the Buyer and the Seller and/or Avianca Holdings S.A. and/or Aerovias Del Continente Americano S.A. Avianca and/or Grupo TACA Holdings Limited and/or any of their respective Subsidiaries (collectively, the “Relevant Parties”) on the one hand, should fail to make any [***] payment owing to Seller and/or any of the Seller’s [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended Affiliates on the other hand, under any other agreement (the "individually, an “Other Agreement"”), then the Seller may: (i) withhold payment to the Buyer or its Affiliates Relevant Parties of any sums that may be due to or claimed by the Buyer or its Affiliates Relevant Parties from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by any of the Buyer or its Affiliates Relevant Parties and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of any of the Buyer's or its Affiliates' Relevant Parties’ failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in any of the Buyer or its Affiliates Relevant Parties being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off. 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by any of the Buyer or its Affiliates Relevant Parties or to compensate for losses and/or damages to the Seller or its Affiliates as a result of any of the Buyer's or its Affiliates' Relevant Parties’ failure to make payment in a timely manner under the this Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days Business Days of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount portion of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer or any other Relevant Party to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth (4th) working day Business Days following the Seller's ’s written request to the Buyer for such payment payment. UNQUOTE [***] Represents material which has been redacted and (ii) treat such failure filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as an additional termination event for which amended 5.7 For the Seller shall be entitled to the remedies available under Avianca Leasing Agreement, Clause 20.2 9.1.1.4 of the Agreement.Avianca Holdings Agreement is hereby deleted in its entirety

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that that: (a) the Buyer should fail to make any material [***]payment owing under this Agreement or [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under any other agreement between the Buyer and Securities Act of 1933, as amended 2011 A320 Family PA - Second Taca Assignment - December 2014 CT1004409 4/10 Agreement, or (b) the Seller Buyer, and/or Avianca Holdings S.A. and/or Aerovias Del Continente Americano S.A. Avianca and/or any of their respective Subsidiaries (collectively, the “Relevant Parties”) on the one hand, should fail to make any [***]payment owing to Seller and/or any of the Seller’s Affiliates on the other hand, under any other agreement (the "individually, an “Other Agreement"”), then the Seller may: (i) withhold payment to the Buyer or its Affiliates Relevant Parties of any sums that may be due to or claimed by the Buyer or its Affiliates Relevant Parties from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by any of the Buyer or its Affiliates Relevant Parties and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of any of the Buyer's or its Affiliates' Relevant Parties’ failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in any of the Buyer or its Affiliates Relevant Parties being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off. 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by any of the Buyer or its Affiliates Relevant Parties or to compensate for losses and/or damages to the Seller or its Affiliates as a result of any of the Buyer's or its Affiliates' Relevant Parties’ failure to make payment in a timely manner under the this Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days Business Days of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount portion of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer or any other Relevant Party to pay such amount in full, shall [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended 2011 A320 Family PA - Second Taca Assignment - December 2014 entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth (4th) working day Business Days following the Seller's ’s written request to the Buyer for such payment and (ii) treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 of the Agreementpayment.

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that the Buyer should fail to make any material payment owing under this Agreement or under any other under any aircraft purchase, spare parts purchase, financing or leasing agreement between the Buyer and the Seller and/or any of their respective Affiliates (the "“Other Agreement")”) in an amount exceeding [***], the Seller may: (i) withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer's or its Affiliates' failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. For the sake of clarity, the default against which the Relevant Amounts are applied shall be deemed to be cured up to the amount of the Relevant Amounts applied. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off. 5.11.2 In the event that the Seller Seller, in accordance with the provisions hereof, applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer's ’s or its Affiliates' ’ failure to make payment in a timely manner under the Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days [***] of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth (4th) working day following the Seller's written request to the Buyer for such payment and (ii) [***] treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 of the Agreement. A320 / A330 PA – TAM – 11/2006 “[* * *]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that the Buyer should fail to make any material payment owing under this Agreement or under any other agreement between the Buyer and the Seller and/or any of their respective Affiliates (the "“Other Agreement"”), the Seller may: (i) withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer's ’s or its Affiliates' ’ failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off.. A350 XWB – TAM – 12/2007 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer's ’s or its Affiliates' ’ failure to make payment in a timely manner under the Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days [***] of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth (4th) working day following the Seller's written request to the Buyer for such payment and (ii) [***] [***] treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 of the Agreement. A350 XWB – TAM – 12/2007 “[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that the Buyer should fail to make any material payment owing under this Agreement or under any other purchase agreement for aircraft between the Buyer and the Seller and/or any of their respective Affiliates (the "“Other Agreement"”), the Seller may:: * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. EXECUTION VERSION – Air Lease Corporation Page 20 of 158 A350XWB Family Purchase Agreement – Ref. CLC-CT1103521 (i) withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer's ’s or its Affiliates' ’ failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall will not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off. 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer's ’s or its Affiliates' ’ failure to make payment in a timely manner under the Agreement or any Other Agreement, then the Seller shall will notify the Buyer to that effect. Within three (3) working days of issuance of such notification, the Buyer shall will pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer to pay such amount in full, shall will entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 5.8.1 hereof from the fourth (4th) working day following the Seller's ’s written request to the Buyer for such payment and (ii) treat such failure as an additional termination event for which the Seller shall will be entitled to the remedies available under Clause 20.2 of the Agreement.. EXECUTION VERSION – Air Lease Corporation Page 21 of 158 A350XWB Family Purchase Agreement – Ref. CLC-CT1103521

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this AGTA and/or the relevant Purchase Agreement, in the event that the Buyer or any of its Affiliates should fail to make any material payment owing under this AGTA and/or under any Purchase Agreement or and/or under any other agreement between the Buyer and the Seller and/or any of their respective Affiliates (the "“Other Agreement"”), the Seller may, unless otherwise mutually agreed upon by the Seller and the Buyer: (i) withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this AGTA, any Purchase Agreement or and/or any Other Agreement, including Predelivery Payments, unless or until the default under this AGTA, the relevant Purchase Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this AGTA and/or any Purchase Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer's ’s or its Affiliates' ’ failure to make payments in a timely manner under this AGTA, the relevant Purchase Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. *** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. CT0803291 Private & Confidential The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this AGTA, any Purchase Agreement or any Other Agreement, including the right of set-off. 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this AGTA and/or any Purchase Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer's ’s or its Affiliates' ’ failure to make payment in a timely manner under the AGTA, the relevant Purchase Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three seven (37) working calendar days of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth eighth (4th8th) working calendar day following the Seller's ’s written request to the Buyer for such payment and (ii) treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 and/or the terms of the Agreement.Purchase Agreement . *** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. CT0803291 Private & Confidential

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that that: (a) the Buyer should fail to make any material [***] payment owing under this Agreement or Agreement, or (b) the Buyer, and/or Avianca Holdings S.A. and/or Grupo TACA Holdings Limited [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under any other agreement between the Buyer and the Seller Securities Act of 1933, as amended 2011 A320 Family PA - Second Avianca Assignment - December 2014 CT1004409 5/10 and/or any of their respective Subsidiaries (collectively, the “Relevant Parties”) on the one hand, should fail to make any [***] payment owing to Seller and/or any of the Seller’s Affiliates on the other hand, under any other agreement (the "individually, an “Other Agreement"”), then the Seller may: (i) withhold payment to the Buyer or its Affiliates Relevant Parties of any sums that may be due to or claimed by the Buyer or its Affiliates Relevant Parties from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by any of the Buyer or its Affiliates Relevant Parties and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of any of the Buyer's or its Affiliates' Relevant Parties’ failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in any of the Buyer or its Affiliates Relevant Parties being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off. 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by any of the Buyer or its Affiliates Relevant Parties or to compensate for losses and/or damages to the Seller or its Affiliates as a result of any of the Buyer's or its Affiliates' Relevant Parties’ failure to make payment in a timely manner under the this Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days Business Days of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount portion of the Predelivery Payment that has been applied by the Seller as set forth above. Failure of the Buyer or any other Relevant Party to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth (4th) working day Business Days following the Seller's ’s written request to the Buyer for such payment payment. UNQUOTE [***] Represents material which has been redacted and (ii) treat such failure filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as an additional termination event for which the Seller shall be entitled to the remedies available under amended 2011 A320 Family PA - Second Avianca Assignment - December 2014 3.5 Clause 20.2 9.1.1.4 of the Agreement.Avianca Agreement is hereby deleted in its entirety

CROSS COLLATERALISATION. 5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that the Buyer should fail to make any material payment owing under this Agreement or under any other agreement between the Buyer and the Seller and/or any of their respective Affiliates (the "“Other Agreement"”), the Seller may: (i) withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and and CSN - A350XWB - Clause 05 Privileged and Confidential (ii) apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the "“Relevant Amounts"”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer's ’s or its Affiliates' ’ failure to make payments in a timely manner under this Agreement or any Other Agreement, . The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be. The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off. 5.11.2 In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due [***] [***] This information is subject to confidential treatment and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer's or its Affiliates' failure to make payment in a timely manner under the Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) working days of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by omitted and filled separately with the Seller as set forth above. Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.7 hereof from the fourth (4th) working day following the Seller's written request to the Buyer for such payment and (ii) treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 of the Agreementcommission.