Common use of Waived Clause in Contracts

Waived. Encompassing review, negotiation and execution of governing documentation, opening of the account, and completion of all due diligence documentation. Payable upon closing. Annual Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,500.00 (for up to seven investors) (For any investors over seven, the annual fee will be renegotiated among Issuer, Company and Escrow Agent) The Administration Fee covers our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the governing documents for each transaction. Payable upon closing and annually in advance thereafter, without pro-ration for partial years. Extraordinary Services and Out-of Pocket Expenses Any additional services beyond our standard services as specified above, and all reasonable out-of-pocket expenses including reasonable attorney’s or reasonable accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at the Bank's then standard rate. Disbursements, receipts, investments or tax reporting exceeding 25 items per year may be treated as extraordinary services thereby incurring additional charges. The Escrow Agent may impose, charge, pass-through and modify fees and/or charges for any account established and services provided by the Escrow Agent, including but not limited to, transaction, maintenance, balance-deficiency, and service fees, agency or trade execution fees, and other charges, including those levied by any governmental authority. Disclosure & Assumptions: Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review. JPMorgan reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or conditions or other factors change from those used to set our fees. Payment of the invoice is due upon receipt The escrow deposit shall be continuously held in a deposit account structured as a “noninterest-bearing transaction account” through December 31, 2012 and as such is intended to be fully insured by the FDIC. For more information about FDIC insurance coverage, visit wxx.xxxx.xxx. Compliance

Waived. Encompassing review, negotiation and execution of governing documentation, opening of the account, and completion of all due diligence documentation. Payable upon closing. Annual Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,500.00 (for up to seven investors) (For any investors over seven, the annual fee will be renegotiated among Issuer, Company and Escrow Agent) 2,500 The Administration Fee covers our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the governing documents for each transaction. Payable upon closing and annually in advance thereafter, without pro-ration for partial years. Extraordinary Services and Out-of Pocket Expenses Any additional services beyond our standard services as specified above, and all reasonable out-of-pocket expenses including reasonable attorney’s or reasonable accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at the Bank's then standard rate. Disbursements, receipts, investments or tax reporting exceeding 25 items per year may be treated as extraordinary services thereby incurring additional charges. The Escrow Agent may impose, charge, pass-through and modify fees and/or charges for any account established and services provided by the Escrow Agent, including but not limited to, transaction, maintenance, balance-deficiency, and service fees, agency or trade execution fees, fees and other charges, including those levied by any governmental authority. Disclosure & Assumptions: Assumptions · Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review. JPMorgan reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or conditions or other factors change from those used to set our fees. The escrow deposit shall be continuously invested in a JPMorgan Chase Bank money market deposit account (“MMDA”) MMDA have rates of compensation that may vary from time to time based upon market conditions. · The Depositor acknowledges and agrees that they are permitted by U.S. law to make up to six (6) pre-authorized withdrawals or telephonic transfers from an MMDA per calendar month or statement cycle or similar period. If the MMDA can be accessed by checks, drafts, bills of exchange, notes and other financial instruments (“Items”), then no more than three (3) of these six (6) transfers may be made by an Item. The Escrow Agent is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from a money market deposit account. · Payment of the invoice is due upon receipt The escrow deposit shall be continuously held in a deposit account structured as a “noninterest-bearing transaction account” through December 31, 2012 and as such is intended to be fully insured by the FDIC. For more information about FDIC insurance coverage, visit wxx.xxxx.xxx. Compliancereceipt.

Waived. Encompassing review, negotiation and execution of governing documentation, opening of the account, and completion of all due diligence documentation. Payable upon closing. Annual Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fee.............................................................. $2,500.00 (for up to seven investors) (For any investors over seven, the annual fee will be renegotiated among Issuer, Company and Escrow Agent) 2,500 The Administration Fee covers our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the governing documents for each transaction. Payable upon closing and annually in advance thereafter, without pro-ration for partial years. Extraordinary Services and Out-of Pocket Expenses Expenses: Any additional services beyond our standard services as specified above, and all reasonable out-of-pocket expenses including reasonable attorney’s or reasonable accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at the BankEscrow Agent's then standard rate. Disbursements, receipts, investments or tax reporting exceeding 25 items per year may be treated as extraordinary services thereby incurring additional charges. The Escrow Agent may impose, charge, pass-through and modify fees and/or charges for any account established and services provided by the Escrow Agent, including but not limited to, transaction, maintenance, balance-deficiency, and service fees, agency or trade execution fees, and other charges, including those levied by any governmental authority. Fee Disclosure & Assumptions: Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review. JPMorgan Escrow Agent reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or conditions or other factors change from those used to set our feesthe fees described herein. Payment of the invoice is due upon receipt receipt. Disclosures and Agreements Representations Relating to Section 15B of the Securities Exchange Act of 1934 (Rule 15Ba1-1 et seq.) (the “Municipal Advisor Rule). Each Party represents and warrants to Escrow Agent that for purposes of the Municipal Advisor Rules, none of the funds (if any) currently invested, or that will be invested in the future, in money market funds, commercial paper or treasury bills under this Agreement constitute or contain (i) proceeds of municipal securities (including investment income therefrom and monies pledged or otherwise legally dedicated to serve as collateral or a source or repayment for such securities) or (ii) municipal escrow investments (as each such term is defined in the Municipal Advisor Rule). Each Party also represents and warrants to Escrow Agent that the person providing this certification has access to the appropriate information or has direct knowledge of the source of the funds to be invested to enable the forgoing representation to be made. Further, each Party acknowledges that Escrow Agent will rely on this representation until notified in writing otherwise. Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Parties acknowledge that Section 326 of the USA PATRIOT Act and Escrow Agent’s identity verification procedures require Escrow Agent to obtain information which may be used to confirm the Parties’ identity including without limitation name, address and organizational documents (“identifying information”). The escrow deposit Parties agree to provide Escrow Agent with and consent to Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by Escrow Agent. OFAC Disclosure. Escrow Agent is required to act in accordance with the laws and regulations of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including but not limited to regulations issued by the U.S. Office of Foreign Assets Control. Escrow Agent is not obligated to execute payment orders or effect any other transaction where the beneficiary or other payee is a person or entity with whom Escrow Agent is prohibited from doing business by any law or regulation applicable to Escrow Agent, or in any case where compliance would, in Escrow Agent’s opinion, conflict with applicable law or banking practice or its own policies and procedures. Where Escrow Agent does not execute a payment order or effect a transaction for such reasons, Escrow Agent may take any action required by any law or regulation applicable to Escrow Agent including, without limitation, freezing or blocking funds. Transaction screening may result in delays in the posting of transactions. Abandoned Property. Escrow Agent is required to act in accordance with the laws and regulations of various states relating to abandoned property, escheatment or similar law and, accordingly, shall be continuously held entitled to remit dormant funds to any state as abandoned property in a deposit account structured as a “noninterest-bearing transaction account” through December 31, 2012 accordance with such laws and as such is intended to be fully insured by the FDIC. For more information about FDIC insurance coverage, visit wxx.xxxx.xxx. Complianceregulations.

Waived. Encompassing review, negotiation and execution of governing documentation, opening of the account, and completion of all due diligence documentation. Payable upon closing. Annual Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,500.00 (for up to seven investors) (For any investors over seven, the annual fee will be renegotiated among Issuer, Company and Escrow Agent) 7,500.00 The Administration Fee covers our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the governing documents for each transaction. Payable upon closing and annually in advance thereafter, without pro-ration for partial years. Extraordinary Services and Out-of Pocket Expenses Any additional services beyond our standard services as specified above, and all reasonable out-of-pocket expenses including reasonable attorney’s or reasonable accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at the Bank's ’s then standard rate. Disbursements, receipts, investments or tax reporting exceeding 25 items per year may be treated as extraordinary services thereby incurring additional charges. The Escrow Agent may impose, charge, pass-through and modify fees and/or charges for any account established and services provided by the Escrow Agent, including but not limited to, transaction, maintenance, balance-deficiency, and service fees, agency or trade execution fees, and other charges, including those levied by any governmental authority. Disclosure & Assumptions: Assumptions • Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review. JPMorgan reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or conditions or other factors change from those used to set our fees. • The Deposits in the Account shall be continuously invested in a JPMorgan Chase Bank money market deposit account (“MMDA”) or a JPMorgan Chase Bank Cash Compensation account. MMDA and Cash Compensation Accounts have rates of compensation that may vary from time to time based upon market conditions. • The Parties acknowledge and agree that they are permitted by U.S. law to make up to six (6) pre-authorized withdrawals or telephonic transfers from an MMDA per calendar month or statement cycle or similar period. If the MMDA can be accessed by checks, drafts, bills of exchange, notes and other financial instruments (“Items”), then no more than three (3) of these six (6) transfers may be made by an Item. The Escrow Agent is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from a money market deposit account. • Payment of the invoice is due upon receipt The escrow deposit shall be continuously held in a deposit account structured as a “noninterest-bearing transaction account” through December 31, 2012 and as such is intended receipt. EXHIBIT A [to be fully insured by placed on Secured Party’s Letterhead] NOTICE OF EXCLUSIVE CONTROL 20 JPMorgan Chase Bank, N.A. [Address] Attention: Re: Depository Account and Account Control Agreement dated as of (the FDIC“Agreement”) among , as Secured Party, , as Customer, and JPMorgan Chase Bank, N.A., as Bank, relating to Account No. For more information about FDIC insurance coverageLadies and Gentlemen: This constitutes the Notice of Exclusive Control referred to in the above referenced Agreement. [Secured Party’s Name] By: Name: Title: EXHIBIT B AIRCRAFT LEASE AGREEMENT Dated as of , visit wxx.xxxx.xxxBETWEEN as LESSEE and INTERNATIONAL LEASE FINANCE CORPORATION as LESSOR Aircraft Make and Model: Used Aircraft Manufacturer’s Serial Number: Make and Model of Engines: Serial Numbers of Engines: Per Estoppel and Acceptance Certificate USED AIRCRAFT NO. ComplianceTABLE OF CONTENTS