Aircastle (AYR)

A-1 Securities or any other subclass of Covered Class A Securities, the Policy Provider or, so long as it is entitled to be a Controlling Party, the Initial Credit Facility Provider) may at any time remove the Trustee as to such subclass without cause by an instrument in writing delivered to the Issuer, the Guarantor, the Guarantor Trustee, the Administrative Agent, the Cash Manager, the Remarketing Servicers, the Back-Up Remarketing Servicer, the Security Trustee, the Senior Trustee and the Trustee being removed, such removal to be effective only upon the acceptance of the appointment by a successor Trustee. In addition, the Issuer may remove the Trustee as to any of the subclasses of the Securities if: (i) this Indenture has been qualified under Trust Indenture Act and such Trustee fails to comply with Section 310 of the TIA after written request therefor by the Issuer or the Holder of the related subclass who has been a bona fide Holder for at least six months, (ii) such Trustee fails to comply with Section 7.02(c) hereof, (iii) such Trustee is adjudged a bankrupt or an insolvent, (iv) a receiver or public officer takes charge of such Trustee or its property or (v) such Trustee becomes incapable of acting, such removal to be effective only upon the acceptance of the appointment by a successor Trustee. References to the Trustee in this Indenture include any successor Trustee as to all or any of the subclasses of the Securities appointed in accordance with this Article VII.

Section 7.02 Appointment of Successor. (a) In the case of the resignation or removal of the Trustee as to any subclass of the Securities under Section 7.01 hereof, the Issuer shall promptly appoint a successor Trustee as to such subclass; provided that a majority of the Outstanding Principal Balance of such subclass of the Securities may appoint, within one year after such resignation or removal, a successor Trustee as to such subclass which may be other than the successor Trustee appointed by the Issuer, and such successor Trustee appointed by the Issuer shall be superseded by the successor Trustee so appointed by the Holders. If a successor Trustee as to any subclass of the Securities shall not have been appointed and accepted its appointment hereunder within 60 days after the Trustee gives notice of resignation as to such subclass, the retiring Trustee, the Issuer, the Administrative Agent, the Cash Manager, the Bermudian Remarketing Servicer, the Policy Provider, the Initial Credit Facility Provider or a majority of the Outstanding Principal Balance of such subclass of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee as to such subclass. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in the first sentence of this paragraph within one year from the date of the appointment by such court.

(b) Any successor Trustee as to any subclass of the Securities, however appointed, shall execute and deliver to the Issuer, the Guarantor, the Guarantor Trustee, the Administrative Agent, the Cash Manager, the Bermudian Remarketing Servicer, the Back-Up Remarketing Servicer, the Policy Provider, the Initial Credit Facility Provider and the predecessor Trustee as to such subclass an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of such predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee as to such subclass herein; provided that, upon the written request of such successor Trustee, such predecessor Trustee shall, upon payment of all amounts due and owing to it, execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to it, all the estates, properties, rights, powers and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all

140

A-1 Securities or any other subclass of Covered Class A Securities, the Policy Provider or, so long as it is entitled to be a Controlling Party, the Initial Credit Facility Provider) may at any time remove the Trustee as to such subclass without cause by an instrument in writing delivered to the Issuer, the Guarantor, the Guarantor Trustee, the Administrative Agent, the Cash Manager, the Remarketing Servicers, the Back-Up Remarketing Servicer, the Security Trustee, the Senior Trustee and the Trustee being removed, such removal to be effective only upon the acceptance of the appointment by a successor Trustee. In addition, the Issuer may remove the Trustee as to any of the subclasses of the Securities if: (i) this Indenture has been qualified under Trust Indenture Act and such Trustee fails to comply with Section 310 of the TIA after written request therefor by the Issuer or the Holder of the related subclass who has been a bona fide Holder for at least six months, (ii) such Trustee fails to comply with Section 7.02(c) hereof, (iii) such Trustee is adjudged a bankrupt or an insolvent, (iv) a receiver or public officer takes charge of such Trustee or its property or (v) such Trustee becomes incapable of acting, such removal to be effective only upon the acceptance of the appointment by a successor Trustee. References to the Trustee in this Indenture include any successor Trustee as to all or any of the subclasses of the Securities appointed in accordance with this Article VII.

Section 7.02 Appointment of Successor. (a) In the case of the resignation or removal of the Trustee as to any subclass of the Securities under Section 7.01 hereof, the Issuer shall promptly appoint a successor Trustee as to such subclass; provided that a majority of the Outstanding Principal Balance of such subclass of the Securities may appoint, within one year after such resignation or removal, a successor Trustee as to such subclass which may be other than the successor Trustee appointed by the Issuer, and such successor Trustee appointed by the Issuer shall be superseded by the successor Trustee so appointed by the Holders. If a successor Trustee as to any subclass of the Securities shall not have been appointed and accepted its appointment hereunder within 60 days after the Trustee gives notice of resignation as to such subclass, the retiring Trustee, the Issuer, the Administrative Agent, the Cash Manager, the Irish Remarketing Servicer, the Policy Provider, the Initial Credit Facility Provider or a majority of the Outstanding Principal Balance of such subclass of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee as to such subclass. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in the first sentence of this paragraph within one year from the date of the appointment by such court.

(b) Any successor Trustee as to any subclass of the Securities, however appointed, shall execute and deliver to the Issuer, the Guarantor, the Guarantor Trustee, the Administrative Agent, the Cash Manager, the Irish Remarketing Servicer, the Back-Up Remarketing Servicer, the Policy Provider, the Initial Credit Facility Provider and the predecessor Trustee as to such subclass an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of such predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee as to such subclass herein; provided that, upon the written request of such successor Trustee, such predecessor Trustee shall, upon payment of all amounts due and owing to it, execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to it, all the estates, properties, rights, powers and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all