Transaction Summary - Standard Chartered



TRANSACTION CHECKLIST

(AVIATION DEBT AND LEASING)

This transaction checklist sets out requirements that are specific to Standard Chartered Bank.

Instructions to external counsel:

(1) Where appropriate and applicable, use an industry standard form (such as the LMA, APLMA or LSTA) as a base for the facility/lease agreement. If the facility/lease agreement is not based on an industry standard form (because, for example, it is based on a client template), please contact SCB internal legal counsel immediately.

(2) Send an initial completed version of this transaction checklist together with the first draft of the facility/lease agreement (incorporating the transaction checklist requirements but, of course, subject to any specific instructions communicated to external counsel by SCB or specific terms contained in a term sheet) to the relevant SCB internal legal counsel for review.

(3) Send a final completed version of this transaction checklist (marked-up against the initial completed version) together with the execution version of the facility/lease agreement to the relevant SCB internal legal counsel for approval.

(4) For Islamic facilities, in addition to this transaction checklist, please also complete the Islamic Finance Addendum to the Transaction Checklist available on the External Counsel Site ().

(5) The latest versions of the transaction, legal opinion, agency and FATCA checklists are available on the External Counsel Site ().

Name of SCB internal legal counsel: [ ]

Name of external counsel: [ ]

Borrower/Charterer: [ ]

Transaction: [E.g. US$[ ] term / revolving loan facility]

Date: [ ]

A. PARTICULARS OF MAIN FINANCE DOCUMENTS

| |Name of document |Parties |Governing law and jurisdiction |

|1. | | | |

|2. | | | |

| |

|General guidance on the governing law of finance documents: |

| |

|(1) For a local transaction, the governing law of the relevant finance documents should be the local system of law. For example: Standard Chartered Bank Malaysia Berhad books and makes a loan to a Malaysian |

|incorporated borrower. The relevant finance documents should be governed by Malaysia law. |

| |

|(2) For a cross border or international transaction, the governing law of the relevant finance documents should be one of: (1) English law; (2) Singapore law; (3) Hong Kong law; or (4) New York law, (together, |

|the “Preferred Jurisdictions”). For example: SCB Singapore Branch books and makes a loan to an Indonesian incorporated borrower. The relevant finance documents should be governed by the laws of one of the |

|Preferred Jurisdictions. |

| |

|(3) Where security is taken over tangible property, the governing law of the security document should generally be the jurisdiction in which such property is located (and likely to remain, if movable). |

| |

|(4) Where security is taken over intangible property (such as a personal right which can only be claimed or enforced by action and not by taking physical possession), the governing law of the security document |

|should generally be the jurisdiction which governs the underlying rights or where the secured party is likely to enforce such rights. |

| |

|(5) Where a guarantor provides a guarantee, the governing law of the guarantee should generally be the jurisdiction in which the guarantor is normally resident (for natural persons) or established (for |

|non-natural persons such as companies) or otherwise one of the Preferred Jurisdictions. |

| |

|(6) Given the guidance above, ensure the dispute resolution mechanism is appropriate and note the requirements set out in B(2) (Dispute resolution clause) of this transaction checklist below. |

| |

|(7) This is guidance only. On the advice of counsel, the specific circumstances of the transaction may mean that it is appropriate to deviate from this guidance. |

B. CHECKLIST FOR THE “GROUP LEGAL DOCUMENTATION PROCEDURES: CLIENT / OBLIGOR”

|1. |DISCLOSURE CLAUSE |

| |(Note to SCB internal legal counsel: Section 4.2.1 (Ability to Disclose: Disclosure Clause) and Section 4.3.1 (Portfolio Management Requirements: PM&D Disclosure Requirement) of the Group Legal |

| |Documentation Procedures: Client / Obligor (the “Procedures”)) |

| |

|Instructions to external counsel on the disclosure clause: |

| |

|(1) The following disclosure clause must be included (materially in substance) in the main finance/lease or transaction document so that consent to disclose any information in respect of the transaction |

|(including in respect of other obligors) is obtained directly from SCB’s client of record (such as the borrower in a lending transaction or the lessee in a leasing transaction). |

| |

|(2) Refer to part 1 of the schedule of this transaction checklist which contains a mark-up of the LMA and the APLMA confidentiality provisions which demonstrates the changes to the provisions required to ensure|

|compliance with SCB’s disclosure clause requirements. |

| |

|(3) Please ensure as a minimum that for the purpose of the definition of “Affiliate”, the substance of the LMA definitions are included, although a condensed version of the definitions of “Control” and |

|“Subsidiary” along the lines of what is set out below is also acceptable. |

| |

|(4) For leasing transactions, the disclosure clause will need to be adapted to the lease transaction parties. For example, instead of referring to “Finance Parties”, the disclosure clause will need to refer to|

|the lessor or owner. |

| |

|Definitions: |

| |

|LMA: ““Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.” |

| |

|Condensed: ““Control” means where one person (either directly or indirectly and whether by share capital, voting power, contract or otherwise) has the power to appoint and/or remove the majority of the members |

|of the governing body of another person or otherwise controls or has the power to control the affairs and policies of that other person and that other person is taken to be “Controlled” by the first person.” |

| |

|LMA: ““Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.” |

| |

|LMA: “a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not |

|having separate legal personality).” |

| |

|Condensed: ““Subsidiary” means, in relation to a person, any other person: (1) which is Controlled, directly or indirectly, by the first named company; (2) in which more than half the issued share capital of |

|such other person is beneficially owned, directly or indirectly, by the first named person; or (3) which is a Subsidiary of another Subsidiary of the first named company.””[Note: SCB Lease precedent definition |

|is slightly different but is sufficient]. |

| |Yes / no |State clause reference |If no, provide details |

| | | |of deviations |

| | | | |

|“Any [Finance Party] may disclose [Confidential Information] to: | | | |

| | | | |

|(i) any Affiliate of such Finance Party (together with such Finance Party, the “Permitted Parties”); | | | |

| | | | |

|Note to SCB internal legal counsel: refer to sub-Section (a) of Section 4.2.1 (Ability to Disclose: Disclosure Clause) of the | | | |

|Procedures. | | | |

|(ii) professional advisers, insurers, insurance brokers and service providers of a Permitted Party who are under a duty of | | | |

|confidentiality to a Permitted Party; | | | |

| | | | |

|Note to SCB internal legal counsel: refer to sub-Section (b) of Section 4.2.1 (Ability to Disclose: Disclosure Clause) of the | | | |

|Procedures. | | | |

|(iii) whom information is required to be disclosed by any court or tribunal of competent jurisdiction or any governmental or | | | |

|regulatory authority or similar body, or pursuant to any applicable law or regulation; | | | |

| | | | |

|Note to SCB internal legal counsel: refer to sub-Section (c) of Section 4.2.1 (Ability to Disclose: Disclosure Clause) of the | | | |

|Procedures. | | | |

|(iv) any actual or potential participant, assignee or other transferee in relation to a Finance Party’s rights and/or obligations | | | |

|under any agreement (or any of its agents or professional advisers); and | | | |

| | | | |

|Note to SCB internal legal counsel: refer to sub-Section (a) of Section 4.3.1 (Portfolio Management Requirements: PM&D Disclosure | | | |

|Requirement) of the Procedures. | | | |

|(v) any rating agency or direct or indirect provider of credit protection to a Permitted Party (or its brokers).” | | | |

| | | | |

|Note to SCB internal legal counsel: refer to sub-Section (b) of Section 4.3.1 (Portfolio Management Requirements: PM&D Disclosure | | | |

|Requirement) of the Procedures. | | | |

| |

|Note: the additional disclosure requirements in limbs (iv) and (v) above are contained in the distribution checklist referred to in B(4) of this checklist. Please complete the distribution checklist. |

| |

|Note to SCB internal legal counsel: notwithstanding that the additional disclosure requirements in limbs (iv) and (v) above are contained in the distribution checklist, business teams must continue to obtain |

|any required dispensations from Portfolio Management in the usual way as set out above. |

|2. |DISPUTE RESOLUTION CLAUSE |State clause |Specify dispute resolution mechanic |

| |(Note to SCB internal legal counsel: Section 4.1.2 (Approved Dispute Resolution: Dispute Resolution Clause) of the |reference | |

| |Procedures) | | |

|Each dispute resolution mechanism contained in the finance documents must be either: (a) the jurisdiction of courts of a specific | | |

|jurisdiction; or (b) arbitration. | | |

|If the finance documents provide for arbitration, the parties must agree that the location of the seat of the arbitration is one of: | | |

|London, Singapore, Hong Kong, New York City or the Dubai International Financial Centre. | | |

|The finance documents must not include, or have the benefit of, both a jurisdiction clause and an arbitration clause except where | | |

|external counsel is satisfied either: | | |

|(1) SCB has the option to either litigate or arbitrate, while restricting the Obligor to a single specified forum (usually | | |

|arbitration); or | | |

|(2) the finance documents stipulate certain types of dispute are subject to arbitration and others to litigation. | | |

|3. |SOVEREIGN ENTITIES |Yes / no |State clause reference |If no, provide details of|

| |(Note to SCB internal legal counsel: Section 4.1.2 (Approved Dispute Resolution: Sovereign Entities) of the | | |deviations |

| |Procedures) | | | |

|If contracting with a Sovereign Entity[1]: | | | |

|(1) the relevant finance document must provide for the parties to submit disputes to arbitration in London, Singapore, Hong Kong, New| | | |

|York City or the Dubai International Financial Centre[2]; | | | |

|(2) the Sovereign Entity must, in the relevant finance document, waive any immunity from both suit and enforcement to the fullest | | | |

|extent permitted by the laws of such jurisdiction; and | | | |

|(3) external legal counsel must confirm such arbitral award is enforceable and binding in the country in which enforcement is likely |Please ensure that the relevant external counsel opinions contain a |

|to be sought.[3] |confirmation that any arbitral award issued is enforceable and binding in |

|“Sovereign Entity” means: (i) a sovereign state; (ii) a governmental body, agency, ministry, department or regulatory, |the country in which enforcement is likely to be sought. |

|self-regulatory or other authority or similar organisation; (iii) a multilateral, inter-governmental or supranational body, agency, | |

|ministry, department or regulatory, self-regulatory or other authority or similar organisation; (iv) a sovereign wealth fund; or (v) | |

|a central bank. | |

|4. |Article 55 Clause - Article 55 of the EU Bank Recovery and Resolution Directive (NOT APPLICABLE TO LEASES) |Yes / no |State clause reference |If no, provide details of |

| |(Note to SCB internal legal counsel: Section 4.2.5 (Article 55 Contractual Recognition of Bail-in) of the | | |deviations |

| |Procedures) | | | |

|SCB’s current position is as follows: |

|(1) Article 55 clause must not be included (or be applicable to SCB): there must not be an Article 55 clause applicable to SCB in any of the finance documents (regardless of the governing law of such finance |

|documents) if the SCB contracting party is incorporated or situated (e.g. using a branch) in any of the following jurisdictions: Bahrain, Bangladesh, DIFC, India, Indonesia, Jordan, Macau, Oman, Qatar, |

|Singapore, South Africa, Taiwan, UAE or Vietnam (each, a “Prohibited Art 55 Jurisdiction”). |

|(2) Article 55 clause must be included: where a finance document is expressed to be governed by a system of law other than the law of an EEA state, an Article 55 clause must be applicable to SCB and included in|

|the finance documents if the SCB contracting party is a branch of Standard Chartered Bank in the following jurisdictions: Australia, Bahamas, Brunei, Falkland Islands, Iraq, Japan, Jersey, Labuan, Philippines, |

|Sri Lanka or USA (each, a “Required Art 55 Jurisdiction”). |

|(3) Article 55 clause not required: an Article 55 clause is not required (although, subject to (1) above, may be included if another party insists): (i) in any finance document which is expressed to be |

|governed by the law of an EEA state; or (ii) where the SCB contracting party is a subsidiary of Standard Chartered Bank (e.g. Standard Chartered Bank (Hong Kong) Limited). |

|Is there an Article 55 clause in any of the finance documents (including by way of cross reference)? | | | |

|Is the Article 55 clause in a market recommended format, e.g. LMA or LSTA? Please provide details of any material amendments which | |

|have been made to the market recommended wording. | |

|Position (1) above: If the SCB contracting party in a finance document is incorporated or located (e.g. using a branch) in any | |

|Prohibited Art 55 Jurisdiction, please confirm that an Article 55 clause has not been included or does not apply to SCB. | |

|Position (2) above: If the SCB contracting party in a finance document is a branch of Standard Chartered Bank in any Required Art 55 | |

|Jurisdiction and such finance document is expressed to be governed by a system of law other than the law of an EEA state, please | |

|confirm that an Article 55 clause has been included and applies to SCB. | |

|5. |TRANSFERABILITY |

| |(Note to SCB internal legal counsel: Section 4.3.1 (Portfolio Management Requirements) of the Procedures) |

|This section is not applicable to leases[4] (but does apply to any external loan facility that might finance a lease if we are one of|Yes / no |State clause reference |If no, provide details of|

|the syndicate), | | |deviations |

|(1) Subject to any specific instructions communicated to external counsel by SCB or specific terms contained in a term sheet, SCB | | | |

|must be able to assign or transfer its rights or its obligations under the finance documents without notification to, consultation | | | |

|with, or consent of, the borrower or any other obligor. | | | |

|(2) Please highlight any deviations to the requirements of (1) above (even if such deviation was the subject of a specific | | | |

|instruction or in the term sheet). Without limitation, please highlight if the finance documents contain any of the following: | | | |

|(a) a restriction on SCB’s ability to enter into synthetic transactions (such as participations) under which payments are to be made | | | |

|(or may be made) by reference to one or more finance documents (including, for example in the context of participations, restrictions| | | |

|on passing voting rights or requirements to notify the borrower or any obligor of such participation); | | | |

|(b) assignments or transfers are only permitted to certain persons (for example, “whitelists”); | | | |

|(c) assignments or transfers to certain persons are prohibited (for example, “blacklists”); | | | |

|(d) minimum assignment or transfer amounts of US$10 million or above; | | | |

|(e) where the facility agreement contains the standard APLMA/LMA wording providing for the deemed consent of the obligors to a | | | |

|proposed assignment or transfer if the obligors do not expressly reject the assignment of transfer within a specific time period – | | | |

|such period is greater than 10 business days; or | | | |

|(f) any other material deviations from the industry standard form (such as the LMA, APLMA or LSTA) transferability wording. | | | |

| |Yes / no |

|(3) Where the facility is: (i) committed; and (ii) has a tenor of more than one year, the facility agreement must be drafted in | |

|syndicated form. In order to aid a potential future sell down, the requirement for the facility to be drafted in syndicated form | |

|applies even where SCB is the only lender (in such a situation, the facility is a “Bilateral in Syndicated Form”). | |

|(4) Where a facility agreement is drafted in syndicated form according to the requirements of (3) above, if: (i) SCB is the facility| |

|agent in a facility where there is more than one lender; or (ii) SCB is the only lender in a Bilateral in Syndicated Form, the | |

|requirements of the SCB Agency Checklist must be included on a best efforts basis (as a borrower may, on occasion, successfully | |

|negotiate the form of a specific agency provision). The SCB Agency Checklist can be found on the External Counsel Site | |

|(). | |

|(5) Where SCB is the only lender in a Bilateral in Syndicated Form, the SCB entity booking the loan must be named as the facility | |

|agent/security agent in the finance documents (unless otherwise required by applicable law or regulation: such as where applicable | |

|law requires a local security agent in a cross border secured financing). | |

|Instructions to external counsel on the distribution checklist:(Not applicable to Leases) |

|(1) Please complete Part B of the distribution checklist embedded here by editing and saving the Excel sheet. Note that in B(1) (Disclosure Clause) of the distribution checklist, (a), (b) and (c) are |

|alternatives and are therefore mutually exclusive. It is not possible to choose more than one of (a), (b) or (c). This also applies to sections B(2) (Transferability / Assignability Clauses) and B(3) (Payment |

|Clauses). |

|(2) Send the distribution checklist to the relevant SCB internal legal counsel in the same manner as this transaction checklist (points (2) and (3) in the “Instructions to External Counsel” at the start of this|

|transaction checklist). Please ensure it reflects the terms ultimately agreed in the final version of the facility agreement. This is important as the data contained in the distribution checklist will be |

|automatically uploaded into a database. |

|The distribution checklist: |

|[pic] |

|Further guidance on the contents of the distribution checklist: |

|(1) The requirements set out in B(1) of the distribution checklist are contained in limbs (iv) and (v) of the disclosure clause set out in B(1) of this transaction checklist. |

|(2) Footnote 1 in B(2) of the distribution checklist refers to a check for the inclusion of “otherwise deal” not being required for “market standard loans”. Industry standard forms (such as the LMA, APLMA or |

|LSTA) are “market standard loans” for the purpose of this footnote which means the inclusion of “otherwise deal” is not required. |

|(3) Examples for B(2). Example one: where the transferability provisions reflect clause 23 (Changes to the Lenders) of the LMA recommended form of Single Currency Secured Term Facility Agreement for Use in |

|Developing Market Jurisdictions without the additional optional wording in square brackets, box B(2)(a) should be checked given the requirement is met without conditions. Example two: where the transferability |

|provisions reflect clause 24 (Changes to the Lenders) of the LMA recommended form of Multicurrency Term and Revolving Facilities Agreement, box B(2)(b) should be checked, followed by sub-box (ii) and, finally, |

|a consent period of 5 business days should be included (reflecting clause 24.2(b) of such LMA form). |

|(4) Example for B(3). The requirement set out in B(3) of the distribution checklist (that payments must be made in full) is met by clause 29.6 (No set-off by Obligors) of the LMA recommended form of |

|Multicurrency Term and Revolving Facilities Agreement. |

C. OTHER SCB REQUIREMENTS

|1. |FATCA – US SOURCE ANALYSIS (NOT APPLICABLE TO OPERATING LEASES[5] WHERE THE SPV LESSOR IS BASED IN UK, IRELAND, |Yes / no |Comments (if any) |

| |HONG KONG OR CHINA. | | |

|Is external counsel aware of anything which indicates that this transaction is “US Source” (see definition below)? If the answer is | | |

|yes, external counsel should immediately inform the SCB deal team (independently from the legal opinions) so that necessary action | | |

|can be taken. There may be a need for extra FATCA provisions, the SCB facility agent to be based in London and only FATCA compliant | | |

|lenders to be allowed in the syndicate. | | |

|Please note that SCB does not expect external counsel to perform extra due diligence in respect of this particular question over and | | |

|above what is customary for the relevant transaction. | | |

|For these purposes, “US Source” means that one or more of the following applies: | | |

|(1) US Incorporation Limb - A Borrower is either incorporated or established in the United States. This includes non-US branches of | | |

|entities incorporated or established in the United States (e.g. a Vietnamese branch of a US incorporated company); OR | | |

|(2) US Branch Limb - A Borrower is acting through its US branch; OR | | |

|(3) SPV Limb - A Borrower is an SPV (see definition below) and a Guarantor of that SPV Borrower either is incorporated in the United | | |

|States or is acting through its US branch. | | |

|For the purposes of the SPV Limb above, a “SPV” is a special purpose vehicle incorporated outside the United States that does not | | |

|carry out an “active” business (e.g. trading, banking, construction, sales, etc) but rather has been established for the purpose of a| | |

|specific transaction or series of transactions. | | |

|FATCA provisions required for US Source transactions |Yes / no |If no, provide details of deviations |

| | |(Note to SCB deal team: deviations to be handled by the |

| | |SCB deal team in accordance with the relevant dispensation|

| | |provisions at the back of the Model Clause Chart - Loan |

| | |Facilities) |

|If the SCB deal team concludes that this transaction is a US Source transaction for SCB purposes, SCB will specify to external | | |

|counsel the FATCA provisions which are to be incorporated in the finance documents. | | |

|External counsel must confirm that the FATCA provisions which are incorporated in the finance documents reflect, in substance, the | | |

|provisions specified by SCB or, if not, external counsel must explain the deviations and associated risks. For the avoidance of | | |

|doubt, whatever the template format of the finance documents, external counsel must stick as closely as possible to the wording of | | |

|the SCB required FATCA provisions and, to the extent that any amendments are made to that wording, must ensure that the material | | |

|provisions of the relevant clause are captured in each case. | | |

|Note that any FATCA provision which protects or strengthens SCB’s position, either from a risk or syndication perspective, beyond the| | |

|requirements of the provisions specified by SCB is not considered a deviation (for example, borrower risk provisions). | | |

|2. |FUNDING BREAK COSTS (NOT APPLICABLE TO LOANS)[6] |Yes / no |State clause reference |If no, provide details of |

| | | | |deviations |

|Does the lease document contain the following wording (or wording with an equivalent effect)? | | | |

|“The Charterer hereby undertakes and agrees with the Owners to indemnify and hold the Owners harmless against…all losses and costs | | | |

|incurred or sustained by the Owners as a consequence of any Termination Event including, without limitation, any losses or costs | | | |

|incurred or sustained by the Owners in the liquidation, employment or prepayment of funds acquired or borrowed by the Owners and/or | | | |

|the Owners’ financiers to purchase or finance the Vessel including the Loan and the Swap” | | | |

|3. |CAP ON ANY PARENT GUARANTEE (NOT APPLICABLE TO LOANS)[7] |Yes / no |State clause reference |If no, provide details of |

| | | | |deviations |

|If PCL or any other SCB entity is guaranteeing the lease then the guarantee should be capped as to amount and duration. | | | |

|4. |“Antisocial Forces” (JOLCO transactions only) |Yes / no |State clause reference |If no, provide details of |

| | | | |deviations |

|Please confirm the following has been included in the main finance document: | | | |

|Representation[8]: | | | |

|“No Obligor[s][9]: | | | |

| | | | |

|Is an Anti-Social Group; | | | |

|Has any Anti-Social Conduct, either by itself or through the use of third parties | | | |

|(b) “each Obligor shall promptly on request, supply to the Agent such documents or information pertaining to it (including, without | | | |

|limitation, information as to the registered, principal, office or residential address, formal name or birth date of its officers) | | | |

|for the purposes of screening to identify any Anti-Social Conduct, Anti-Social Groups, Anti-Social Relationship or any other related | | | |

|matters by the Agent / the Lender; | | | |

|Covenants: | | | |

|“(a) Each Obligor[s] shall ensure that it shall not be classified as an Anti-Social Group, have any Anti-Social Relationship or | | | |

|engage in any Anti-Social Conduct, whether directly or indirectly through a third party.” | | | |

|Definitions: | | |. |

| | | | |

|“Anti-Social Conduct” means: | | | |

|a demand and conduct with force and arms; | | | |

|an unreasonable demand and conduct having no legal cause; | | | |

|threatening or committing violent behaviour relating to its business transactions; | | | |

|an action to defame the reputation or interfere with the business of the Agent / the Lender by spreading rumour, using fraudulent | | | |

|means or resorting to force; or | | | |

|other actions similar to any of the foregoing.” | | | |

| | | | |

|“Anti-Social Group” means: | | | |

|an organized crime group (as defined in the Law relating to Prevention of Unjustifiable Acts by Gang Members of Japan (Law No. 77 of | | | |

|1991, as amended)); | | | |

|a member of an organised crime group; | | | |

|a person who used to be a member of an organised crime group but has only ceased to be a member of an organised crime group for a | | | |

|period of less than five years; | | | |

|quasi-member of an organised crime group (bouryokudan jun-kosei-in); | | | |

|a related or associated company of an organised crime group; | | | |

|a corporate racketeer or blackmailer advocating social cause or a special intelligence organised crime group; or | | | |

|a member of any other criminal force similar to any of the foregoing.” | | | |

| | | | |

|“Anti-Social Relationship” means in relation to a person: | | | |

|an Anti-Social Group controls its management; | | | |

|an Anti-Social Group is substantively involved in its management; | | | |

|it has entered into arrangements with an Anti-Social Group for the purpose of, or which have the effect of, unfairly benefiting | | | |

|itself or a third party or prejudicing a third party; | | | |

|it is involved in the provision of funds or other benefits to an Anti-Social Group; or | | | |

|any of its directors has: | | | |

|a relationship whereby he may be deemed to take advantage of an Anti-Social Group for the purpose of benefiting himself or a third | | | |

|party or prejudicing a third party or otherwise with an unjust intention; or | | | |

|a relationship whereby he may be deemed to provide funds or other benefits to an Anti-Social Group.” | | | |

|3A. |SANCTIONS CLAUSE (DEBT) |Yes / no |State clause reference |If no, provide details of |

| | | | |deviations |

|Representation: | | | |

|No Obligor[s][10], nor any of [its/their] Subsidiaries[11] or joint ventures, nor any of their respective directors, officers or | | | |

|employees nor, to the knowledge of the Obligor[s][12], any persons acting on any of their behalf: | | | |

|is a Restricted Party[13]; | | | |

|is in breach of any Sanctions; | | | |

| | | | |

|has received notice of or is aware of any claim, action, suit, proceeding or investigationagainst it with respect to Sanctions by any| | | |

|Sanctions Authority; or | | | |

| | | | |

|is engaging in any transaction that evades or avoids, or has the purpose of evading or avoiding or breaches or attempts to breach, | | | |

|directly or indirectly, any Sanctions. | | | |

|Covenants: | | | |

| | | | |

|The Obligor[s] shall not, and shall not permit or authorise any other person or Subsidiary to, directly or indirectly, use, lend, | | | |

|make payments of, contribute or otherwise make available, all or any part of the proceeds of any Loan or other transaction(s) | | | |

|contemplated by this Agreement to fund any trade, business or other activities: | | | |

|Involving or for the benefit of any Restricted Party; or | | | |

|In any other manner that could expose (any) Obligor or any Lender to being in breach of any Sanctions | | | |

|(b) The Obligor(s) shall not permit or authorise and shall prevent the Aircraft(s) being: | | | |

|(i) used directly or indirectly in any trade which could expose the Aircraft, any Obligor or any Lender (or however so | | | |

|described in the Lease), Lessee/Operator (or insurer) to being in breach of any Sanctions: or | | | |

|(ii) leased to, a Restricted Party. | | | |

|(c) The Obligors shall inform the Lender in writing as soon as possible if any Obligor or any of their Subsidiaries or joint | | | |

|ventures, or any of their respective directors, officers or employees, becomes a Restricted Pary | | | |

|(d) The Obligors and any of their subsidiaries or joint ventures must ensure that appropriate controls and safeguards are in place | | | |

|designed to prevent any action being taken that would be in breach of this clause. | | | |

|Definitions: | | |. |

|"Restricted Party" means a person[14] that is: | | | |

|(i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) | | | |

|located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person | | | |

|located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or | | | |

|(iii) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom a US person or other national of a | | | |

|Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities). | | | |

|"Sanctions" means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: | | | |

|(i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; [or] (v) the respective| | | |

|governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control | | | |

|of the US Department o Treasury ("OFAC"), the United States Department of State, and Her Majesty's Treasury ("HMT") [or (vi) INSERT | | | |

|OTHER RELEVANT SANCTIONS REGIMES ON TRANSACTION-BY-TRANSACTION BASIS][15]; (together the "Sanctions Authorities"). | | | |

|"Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC, any list maintained by OFAC | | | |

|within its “the Consolidated Sanctions List”, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar | | | |

|list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, each as amended, | | | |

|supplemented or substituted from time to time. | | | |

|3B. |SANCTIONS CLAUSE (LEASING) |Yes / no |State clause reference |If no, provide details of |

| | | | |deviations |

| |Operating lease | | | |

| |Representation: | | | |

| |Neither the Lessee[s], nor any of [its/their] Subsidiaries[16] or joint ventures, nor any of their respective | | | |

| |directors, officers or employees nor, to the knowledge of the Lessee[s][17], any persons acting on any of their | | | |

| |behalf: | | | |

| |(i) is a Restricted Party;[18] | | | |

| |(ii) is in breach of any Sanctions; | | | |

| |has received notice of or is aware of any claim, action, suit, proceeding or | | | |

| |investigation against it with respect to Sanctions by any Sanctions Authority; or | | | |

| |is engaging in any transaction that evades or avoids, or has the purpose of evading or avoiding or | | | |

| |breaches or attempts to breach, directly or indirectly, any Sanctions. | | | |

| |Covenants: | | | |

| | | | | |

| |Lessee shall not, and shall not permit or authorize any other person or Subsidiary to, directly or indirectly, use or | | | |

| |operate the Aircraft or allow the Aircraft to be used or operated: | | | |

| |in breach of any Sanctions applicable to the Lessee or the Aircraft, or in a manner that would cause the Lessor, Owner| | | |

| |or Lender to be in breach of any applicable Sanctions; | | | |

| | | | | |

| |for the carriage of any goods, materials, livestock or items of cargo which could reasonably be expected to cause | | | |

| |damage to the Aircraft, or for any military use of purpose, or which would not be adequately covered by insurance, or | | | |

| |any item or substance whose possession or carriage is illegal under any [Sanctions] [Applicable Law, including | | | |

| |Sanctions] or permit the Aircraft to operate in any country where such operation would be prohibited by [Sanctions] | | | |

| |[Applicable Law, including Sanctions]. | | | |

| |c) The Lessee(s) shall inform the [Lessor] [and Owner and Lender] in writing as soon as possible if any Lessee or any | | | |

| |of their Subsidiaries or joint ventures, or any of their respective directors, officers or employees, becomes a | | | |

| |Restricted Party. | | | |

| |d) The Lessee and any of their subsidiaries or joint ventures must ensure that appropriate controls and safeguards are| | | |

| |in place designed to prevent any action being taken that would be in breach of this clause [ ].[19] | | | |

|Definitions: |

|"Restricted Party" means a person[20] that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) located in, incorporated under the|

|laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or |

|territory-wide Sanctions; or (iii) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted |

|by law from engaging in trade, business or other activities). |

|"Sanctions" means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European |

|Union; (iv) the United Kingdom; [or] (v) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department |

|of Treasury ("OFAC"), the United States Department of State, and Her Majesty's Treasury ("HMT") [or (vi) INSERT OTHER RELEVANT SANCTIONS REGIMES ON TRANSACTION-BY-TRANSACTION BASIS][21]; (together the |

|"Sanctions Authorities"). |

|"Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC, any list maintained by OFAC within its “the Consolidated Sanctions List”, the Consolidated List of |

|Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, each as amended, supplemented or |

|substituted from time to time. |

|4. |ANTI-BRIBERY AND CORRUPTION CLAUSES FOR CORPORATE FINANCE CONTRACTS |Yes / no |State clause reference |If no, provide details of |

| | | | |deviations |

|If the SCB deal team or SCB internal legal counsel informs you that the SCB Model Anti-Bribery and Corruption Representations and | | | |

|Undertakings (the “Model Clauses”) are required, please confirm the Model Clauses (or the substance of the Model Clauses) are | | | |

|contained in the main finance document for the transaction. | | | |

|Guidance on the Model Clauses: |

|(1) The Model Clauses are hosted on the External Counsel Site (). |

|(2) If the substance of the Model Clauses is already contained in the main finance document for the transaction in another form, it is not necessary to also include the Model Clauses in the form hosted on the |

|External Counsel Site. |

|(3) The Model Clauses and terms in square brackets may be amended to reflect definitions and terminology used in the transaction. |

|(4) Please note that there is a specific Model Clause for Shipping and Aviation Leases. |

|5. |SPLIT COMMITMENT (ALSO KNOWN AS “SPLIT VOTING”) (NOT APPLICABLE TO LEASES) |Yes / no |State clause reference |If no, provide details of |

| | | | |deviations |

|Please add the following provision to the facility agreement: | | | |

|“[(f)] The Agent shall act on the instructions of a Lender provided in connection with any split of its Commitment under Clause | | | |

|[33.5] (Split voting) and shall not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with such | | | |

|instructions.” | | | |

|For example, as a new sub-Clause (g) to Clause 25.2 (Instructions) of the APLMA Single Borrower Facility Agreement or as a new | | | |

|sub-Clause (g) to Clause 25.2 (Instructions) of the LMA Single Currency Term Facility Agreement. | | | |

|Please add the following provision to the facility agreement: | | | |

|“[33.5] Split voting | | | |

|(a) For the purposes of responding (or failing to respond) to a request for a consent, waiver, amendment of or in relation to any | | | |

|term of any Finance Document or any other vote of the Lenders under the terms of this Agreement, a Lender may split its Commitment | | | |

|into any number of portions and may respond (or fail to respond) or otherwise exercise its rights in respect of each such individual | | | |

|portion on a several basis. | | | |

|(b) If a Lender exercises its rights under paragraph (a) above in respect of any part of its Commitment, such Lender shall notify the| | | |

|Agent of the portions into which it has split its Commitment.” | | | |

|(1) Please ensure that if the facility agreement contains any: (i) “snooze-you-lose” provisions; or (ii) “yank-the-bank” provisions, | | | |

|such provisions are modified to ensure that only the relevant portion of the Lenders' Commitments are subject to these provisions: | | | |

|i.e. to ensure that any participant of a lender of record is treated independently. This means that if such provisions are triggered | | | |

|solely by the actions of a participant, the relevant provisions will apply only to the portion of the Commitment in respect of which | | | |

|the lender of record has granted a participation and not to that lender’s entire Commitment. | | | |

|(2) Refer to part 2 of the schedule to this transaction checklist which contains a mark-up of the LMA “snooze-you-lose” and | | | |

|“yank-the-bank” provisions which sets out the changes to the provisions required to ensure compliance with SCB’s requirements for | | | |

|such clauses. | | | |

|(3) Where there is an intercreditor agreement, consider whether the split voting/commitment clause added to the facility agreement | | | |

|needs to be replicated in such intercreditor agreement. | | | |

|6. |THE VOLCKER RULE (NOT APPLICABLE TO LEASES) |Yes / no |If yes, please provide comments |

|Please answer the following questions relating to the Volcker Rule: |

|Does the transaction involve SCB acquiring any actual or potential “ownership interest” in any entity? | | |

|Guidance: | | |

|(1) “ownership interest” means: (a) any interest in, or the right to acquire an interest; and (b) the interest may be a legal, | | |

|beneficial or synthetic/economic interest; and (c) the interest in any entity includes the right to a share of any income, spread, | | |

|gain or profit or other residual interest in the entity. | | |

|(2) Exclusions: Ownership interests acquired as a result of a security interest or through the exercise of a security interest or an | | |

|interest in a wholly owned subsidiary of SCB. | | |

|(3) Common examples of ownership interests, apart from equity holdings, are convertible bonds, convertible rights, warrants, options,| | |

|and equity kickers (i.e. the issue of equity for fees). | | |

|Does the financing arrangement involve SCB subscribing for/participating in/underwriting the issue of bonds, debentures, notes, | | |

|commercial paper or other debt securities? | | |

|7. |REPLACEMENT OF SCREEN RATE CLAUSE (NOT APPLICABLE TO LEASES) |Yes / no |State clause reference |If no, provide details of |

| | | | |deviations |

|Please confirm that the LMA recommended revised form of replacement screen rate clause (dated 25 May 2018) (the “Clause”) has been | | | |

|included, in substance, in the main finance document with the following amendments: | | | |

|Please ensure that no “snooze-you-lose” provisions apply to the Clause; | | | |

| | | | |

|If the SCB deal team or SCB internal legal informs you that the references in the Clause to “[Majority Lenders]” should be replaced | | | |

|with another threshold (such as ‘super-majority lenders’), please confirm this is reflected in the transaction finance documents; | | | |

| | | | |

|Please ensure that any costs and expenses incurred as a result of action pursuant to the Clause are allocated to the Borrower. The | | | |

|preferred SCB amendments to the ‘LMA Amendment costs’ clause to allocate cost to the Borrower for any costs incurred as a result of | | | |

|action pursuant to the Replacement Screen Rate Clause are set out below in mark-up: | | | |

| | | | |

| | | | |

| | | | |

| | | | |

| | | | |

| | | | |

|“[●]     Amendment costs | | | |

| | | | |

|If: | | | |

|an Obligor requests an amendment, waiver or consent; or | | | |

|an amendment is required pursuant to Clause [●] (Change of currency); or | | | |

|any amendment or waiver is contemplated or agreed pursuant to Clause [●] (Replacement of Screen Rate), | | | |

|the [Borrower] shall, within three Business Days of demand, reimburse the Agent [and the Security Agent] for the amount of all costs | | | |

|and expenses (including legal fees) reasonably incurred by the Agent [and the Security Agent (and in the case of the Security Agent, | | | |

|by any Receiver or Delegate)] in responding to, evaluating, negotiating, complying with or implementing that request, requirement or | | | |

|actual or contemplated agreement. | | | |

| | | | |

| | | | |

| | | | |

| | | | |

| | | | |

| | | | |

|8. |FCA PROHIBITION OF RESTRICTIVE CONTRACTUAL CLAUSES |Confirmed / not |Comments |

| | |applicable | |

|Please answer the following questions relating to the Financial Conduct Authority’s Prohibition of Restrictive Contractual Clauses (i.e. rights of first refusal or rights to act for capital markets services or |

|M&A services). This section applies to new deals, refinancings, amendments, waivers and supplements, in each case that are signed on or after 3 January 2018. |

|General prohibition: | | |

|Except where the transaction is a bridging loan (please see the next question), please confirm that the Facility Agreement, Fee | | |

|Letters and other Finance Documents do not contain any rights of first refusal or rights to act in relation to capital markets | | |

|services or M&A services. | | |

|Guidance: | | |

|(1) Rights to act – these provisions give SCB or its affiliates the right to provide capital markets services or M&A services to the | | |

|Obligors or their affiliates. | | |

|(2) Rights of first refusal – these provisions give SCB or its affiliates the right to provide capital markets services or M&A | | |

|services to the Obligors or their affiliates before they are able to accept any offer from a third party to provide those services. | | |

|(3) Capital markets services – these are services provided to an issuer comprising structuring, underwriting and/or placing an issue | | |

|of shares, warrants or certificates representing certain securities, debentures or bonds (i.e. equity capital markets or debt capital| | |

|markets services). | | |

|(4) M&A services – these constitute advice and services relating to mergers and the purchase or disposal of undertakings. M&A | | |

|services comprise identifying, formulating and executing customised transactions including, but not limited to, sales, acquisitions, | | |

|mergers, restructuring and corporate recapitalisation. Please consider financial advisory services to be part of M&A services. M&A | | |

|services are essentially what a typical M&A advisory team would do (i.e. advising the client on the deal and assisting the client to | | |

|execute the deal). | | |

|(5) Rights of first refusal or rights to act are permitted in relation to services that are not capital markets services or M&A | | |

|services (e.g. bank lending, hedging and transaction banking services (such as, but not limited to, trade finance)). It is therefore | | |

|permissible for the Finance Documents to contain rights of first refusal or rights to act in relation to bank lending, hedging or | | |

|transaction banking services. | | |

|Bridging loans: | |[Please set out the clause reference for this wording.] |

|If (a) the transaction is a bridging loan AND (b) SCB requires the Obligors or their affiliates to provide SCB or its affiliates with| | |

|a right of first refusal or a right to act in relation to related capital markets or M&A services, please confirm that the Facility | | |

|Agreement contains express wording stating that the intention of both parties is that the loan offers a temporary solution until the | | |

|borrower is able to obtain long-term financing from the capital markets or other future financing. | | |

|Guidance: | | |

|If there is any doubt whether a loan is a bridging loan, please contact SCB Legal. | | |

|Under the FCA rule, “bridging loans” are loans provided to a client for the purpose of providing short-term financing, and with the | | |

|commercial intention that such loans be replaced with another form of financing (such as a debenture, bond or share issue). The FCA | | |

|has stated that the following are non-exclusive characteristics of a bridging loan: | | |

|it is expressly documented in the terms of the loan that the intention of both parties is that the loan offers a temporary solution | | |

|until the borrower is able to obtain long-term financing from the capital markets or other future financing; | | |

|the loan has a short-term, typically less than four years from signing, or the client is otherwise discouraged from retaining the | | |

|loan as longer term financing, for example by stepping up the interest rates after an initial short period; and | | |

|the terms contain a provision that the proceeds from the future financing (i.e. the take-out) are used as mandatory pre-payment on | | |

|the loan. | | |

|Bridging loan exemption: | |[Please set out the clause references for such |

|If the transaction is a bridging loan, please confirm whether the Finance Documents contain any rights of first refusal or rights to | |provisions.] |

|act in relation to capital markets services or M&A services that are related to the bridging loan. | | |

|Guidance: | | |

|It is permitted for bridging loan contracts to contain rights of first refusal or rights to act for capital markets services or M&A | | |

|services that are related to the bridging loan. | | |

|Other provisions relating to the right of SCB to provide future capital markets or M&A services: | |[Please set out the clause references for such |

|These include: | |provisions.] |

|rights to pitch; | | |

|rights to offer; | | |

|rights to be considered in good faith alongside other service providers; and | | |

|rights to match. | | |

|If the Finance Documents contain such provisions in relation to capital markets services or M&A services, please confirm that they do| | |

|not oblige the Obligors or their affiliates to engage SCB or its affiliates for such services. | | |

|Guidance: | | |

|The FCA’s requirement is that the clients and their affiliates must be free to choose the provider of capital markets and M&A | | |

|services. | | |

|Therefore, a right to match in relation to capital markets services or M&A services must not provide that the Obligors or their | | |

|affiliates must engage SCB or its affiliates if SCB (or the relevant affiliate) is able to match quotes obtained by the Obligors from| | |

|other banks. | | |

THE SCHEDULE

PART 1

Mark-up of the LMA and APLMA confidentiality provisions

SUB-PART A

The LMA confidentiality provisions

[pic]

SUB-PART B

The APLMA confidentiality provisions

[pic]

PART 2

Mark-up of the LMA “snooze-you-lose” and “yank-the-bank” provisions

[pic]

-----------------------

[1] External counsel must notify SCB Legal as soon as they believe that SCB is contracting with a Sovereign Entity.

[2] An option (in favour of the finance parties) to resolve disputes either through arbitration or the courts is acceptable provided external counsel confirm such option is enforceable and binding in the country in which enforcement is likely to be sought.

[3] Please note that absolute immunity applies in Hong Kong and that an arbitral award against a Sovereign Entity is not enforceable in the courts of Hong Kong unless the Sovereign Entity has waived immunity at the time the court exercises jurisdiction. Please consider this before entering into a contract with a Sovereign Entity which is subject to Hong Kong law or where the relevant Sovereign Entity may have assets in Hong Kong.

[4] Blanket dispensation from Paul Hare 17 February 2016

[5] For FINANCE LEASES consider FATCA Decision Tree at:

[6] To be discussed if relevant to Aviation

[7] To be discussed if relevant to Aviation

[8] Drafting Note: Where there is more than one utilisation, the representation should be repeated at least as often as in relation to each utilisation.

[9] Drafting Note: Each borrower or lessee (or equivalent party receiving finance/service from SCB) is required to sign up to the sanctions wording. “Obligor” is an LMA/APLMA term covering each “borrower” and “guarantor” (if there is one) that is party to the facility agreement. Guarantors and other third party security providers are not required to sign up to the sanctions clause (but if they are otherwise giving covenants and representations in the facility agreement/finance document/charter they can be included – but this is for drafting convenience reasons only).

[10] Drafting Note: Each borrower or lessee (or equivalent party receiving finance/service from SCB) is required to sign up to the sanctions wording. “Obligor” is an LMA/APLMA term covering each “borrower” and “guarantor” (if there is one) that is party to the facility agreement. Guarantors and other third party security providers are not required to sign up to the sanctions clause (but if they are otherwise giving covenants and representations in the facility agreement/finance document/charter they can be included – but this is for drafting convenience reasons only).

[11] Drafting Note: Because the various sanctions regimes do not have specific requirements or definitions relating to subsidiaries (whereas it does for parents/owners), SCB is not looking to be prescriptive on this definition and usual definitions standard in the relevant market should be suitable.

[12] Insert for first draft. If client wants to widen knowledge qualifier, Aviation Legal empowered to do so without need for EA approval – so long as it does not qualify representation about Obligors themselves or their Subsidiaries.

[13] Drafting Note: If the representation regarding the Borrower is deleted or not regularly repeated then ensure that if the Borrower itself becomes a Restricted Party it is captured elsewhere (eg illegality or in the sanctions covenants).

[14] Drafting Note: The term "person" should have the standard LMA/APLMA definition to include "any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality)" or should otherwise be broadly defined to include individuals, entities, and governments.

[15] Drafting Note: Wording in square brackets is not compulsory. Speak to internal SCB legal counsel: this can be removed if (a) SCB’s FCR or RRRC has not required a specific insertion at initial deal approval and (b) there is a market-standard “compliance with laws” undertaking in the document. LMA/APLMA’s precedent clause (including qualifications of “materially impair ability to perform” or MAE) is acceptable.

[16] Drafting Note: Because the various sanctions regimes do not have specific requirements or definitions relating to subsidiaries (whereas it does for parents/owners), SCB is not looking to be prescriptive on this definition and usual definitions standard in the relevant market should be suitable.

[17] Insert for first draft. If client wants to widen knowledge qualifier, Aviation Legal empowered to do so without need for EA approval – so long as it does not qualify representation about Lessee themselves or their Subsidiaries.

[18] Drafting Note: If the representation regarding the Lessee is deleted or not regularly repeated then ensure that if the Lessee itself becomes a Restricted Party it is captured elsewhere (eg illegality or in the sanctions covenants).

[19] Insert for first draft. If client pushes back then Aviation Legal empowered to delete/amend without need for EA approval.

[20] Drafting Note: The term "person" should have the standard LMA/APLMA definition to include "any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality)" or should otherwise be broadly defined to include individuals, entities, and governments.

[21] Drafting Note )01238D’“”îÜÊ»¬?Ê‹xdSd?+'h„&çh"$È5?B*\?^J[22]mH phÿsH 'h„&çh"H¯5?B*\?^J[23]mH phÿsH !h‚76?B*[pic]\?^J[24]mH phsH 'h„&çh"H¯6?B*[pic]\: Wording in square brackets is not compulsory. Speak to internal SCB legal counsel: this can be removed if (a) SCB’s FCR or RRRC has not required a specific insertion at initial deal approval and (b) there is a market-standard “compliance with laws” undertaking in the document. LMA/APLMA’s precedent clause (including qualifications of “materially impair ability to perform” or MAE) is acceptable.

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