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In 2005, as a part of Regulation AB, the SEC expanded the scope of the pre-2005 ABS definition to include certain transactions backed by leases for purposes of the rules and forms for the registration, disclosure, and reporting requirements for asset-backed securities under the Securities Act and the Exchange Act (the "Regulation AB definition").3 Regulation AB and the predecessor rules for reporting, registration and disclosure are not the only context in which the SEC has considered the meaning of an asset-backed security. Accordingly, just as most securities backed by leased assets were excluded from the scope of the pre-2005 ABS definition and continue to be excluded under the '40 Act definition today, we believe that securities that are substantially dependent on active management of physical assets for payment, including the re-leasing, sale or other disposition of such assets, are not within the scope of Exchange Act ABS.

The SEC also defines "eligible assets"4 within the meaning of 2 Asset-Backed Securities; Final Rule, SEC Release No. In 2005, when the SEC expanded the pre-2005 ABS definition in order to include lease-backed ABS where part of the cash flows to repay the securities was anticipated to come from the disposal of the physical asset underlying the lease, the SEC was clear that the change was made as a special accommodation to the pre-2005 ABS definition solely for purposes of bringing such lease-backed ABS into the Regulation AB registration, reporting and disclosure regime.8 The SEC was also clear that the change did not represent a shift in the SEC's fundamental belief in what types of securities should constitute an "asset-backed security".

The higher the percentage of cash flows that are to come from residual values, the more important these other factors become and the less the transaction resembles a traditional securitization of financial assets for which our regime for asset-backed securities is designed. Second, we are establishing limits on the percentage of the securitized pool balance attributable to residual values in order to be considered an "asset-backed security." We believe these changes will expand eligibility of lease-backed transactions for shelf registration and appropriately permit lease-backed transactions under our new rules while continuing to apply the core principles underlying the definition of "asset-backed security." (2005 ABS Adopting Release) The intent to exclude certain asset-backed securities from the definition of Exchange Act ABS that have characteristics which are inconsistent with the core principles is also evidenced by the fact that the '40 Act definition has not been amended in a manner similar to the Regulation AB definition and, accordingly, asset-backed securities that are substantially dependent on the residual value of the leased assets for repayment are generally outside the scope of the '40 Act definition.

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The servicer typically manages the leasing and disposition of the aircraft on behalf of the Issuer pursuant to a servicing agreement, and other third parties often provide administrative and financial management services to the Issuer and its Board.White Paper Finance December 2, 2016 By Clifford Chance LLP; Hughes Hubbard & Reed LLP; Milbank, Tweed, Hadley & Mc Cloy LLP; Pillsbury Winthrop Shaw Pittman LLP; and Vedder Price P. The purpose of this White Paper is to provide general guidance to transaction participants and practitioners in their consideration of the application of the provisions of Section 15G of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as added by section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") and the federal interagency credit risk retention rules promulgated thereunder, codified at 17 C. This White Paper was prepared by the law firms named above, but does not reflect the view of any law firm in the context of any particular transaction. Part 246 (the "CRR Rules"), to a typical issuance of securities by a newly formed special purpose vehicle that owns or will own, among other things, a portfolio of aircraft and related leases (a "Structured Aircraft Portfolio Transaction").The Issuer finances its acquisition of the portfolio of aircraft through the issuance of one or more classes of debt securities and, in many cases, a sale of its residual (or equity) interests to a third-party purchaser in the form of a profit participating note (e.g., an E note).If the transaction includes a sale of equity interests (or an E note) to a third-party, the purchaser performs extensive due diligence on the servicer/seller, as well as on the aircraft and leases owned or to be purchased by the Issuer, an exercise similar in many respects to the due diligence investigation that a buyer would perform in connection with the acquisition of a target company.

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    Rex (“Bang A Gong (Get It On),” #10, 1971), also discovered Chrissy Hynde of The Pretenders, died of a heart attack on 2/12/1995, age 54 1942 ● Jimmy Soul / (James Mc Cleese) → Teenaged gospel singer turned two hit wonder R&B/soul vocalist with a calypso-tinged, “Twistin’ Mathilda” (#2, 1962) and the rollicking “If You Wanna Be Happy” (#1, 1963), died from a heart attack on 6/25/1988, age 45 1942 ● Marshall Thompson / → Founding member of Chicago R&B/smooth soul vocal quartet the Chi-Lites (“Oh Girl,” #1, R&B #1, 1972), continued to record and perform with the group through the 90s, jailed for selling stolen police badges in 2001, returned to the group with his wife, Tara and continues into the 10s 1943 ● John Cipollina / → Founder and trendsetting lead guitarist for psychedelic folk-rock Quicksilver Messenger Service, “Fresh Air” (#49, 1970), formed hard rock Copperhead and played with numerous other rock bands, #32 on magazine’s 100 Greatest Guitarists of All Time, died from emphysema on 5/29/1989, age 45 1944 ● James Brady / → Singer in light folk sunshine-pop, two hit wonder vocal trio The Sandpipers, “Guantanamera” (#9, 1966) and “Come Saturday Morning” (#17, 1970) 1945 ● Ken Hensley / → Keyboards and guitar for hard/prog rock Spice, renamed Uriah Heep, wrote or co-wrote many of their songs, including “Easy Livin'” (#39, 1972), fronted or played with numerous hard rock bands over the past 30 years, composed the rock opera (2006) and wrote two books, one about Uriah Heep and the other an autobiography 1945 ● Molly Duncan / (Malcolm Duncan) → Tenor saxophonist and founding member of Scottish blue-eyed soul Average White Band, “Pick Up The Pieces” (#1, 1974), sessions and tours with Ray Charles, Eric Clapton, Dire Straits, Tom Petty and others 1945 ● Randy Silverman / → Vocals for New York R&B/doo wop one hit wonder Vito & The Salutations, “Unchained Melody” (1963) 1947 ● Jim Fox / → Co-founder, drummer and only constant member of underrated hard rock The James Gang, “Funk #49” (#59, 1970) and “Walk Away” (#51, 1971), also played with oldies revival lineups of 60s garage/horn rock The Outsiders, “Time Won’t Let Me” (#5, 1966) 1948 ● Jean-Michel Jarre / → Pioneering French electronic synth-pop and ambient music composer, “Oxygene Part IV” (UK #4, 1979) and album (#10, UK #9, 1993) 1951 ● Danny Joe Brown / → Lead vocals for Southern rock power-guitar band Molly Hatchet, “Flirtin’ With Disaster” (#42, 1979), died from effects of diabetes and a stroke on 3/10/2005, age 53 1951 ● Michael De Rosier / → Session drummer and later full-time member of hard rock Heart, “Magic Man” (#9, 1976), left in 1982 to join Boston-offshoot AOR/arena rock Orion The Hunter, “So You Ran” (#58, 1984), joined former Heart bandmates in 1988 to co-found AOR/hard rock Alias, “More Than Words Can Say” (#2, 1990) 1955 ● Jeffrey Daniel / → Dancer on music TV show, tapped to replace session singers and dancers in pre-fab disco/pop Shalamar, “The Second Time Around” (#8, Dance/Club #1, 1980), now a British TV host 1961 ● Colin Angus / → Founding member, bassist and vocals for Scottish electronic psych/dance rock crossover band The Shamen, “Ebeneezer Goode” (UK #1, 1992) 1961 ● Mark Bedford / → Bassist for punk/ska revival Madness, “Our House” (#7, 1982) and over 20 other UK Top 40 singles 1963 ● John Bush / → Lead vocals for L. heavy metal Armored Saint, left in 1990 for speed/thrash metal Anthrax, “Only” (Mainstream #26, 1993) 1964 ● Oteil Burbridge / → Classical-trained, Grammy-winning jazz and rock bassist for The Allman Brothers Band, his own Oteil & The Pacemakers, Dead & Company, Phish and various permutations of Grateful Dead and Allman Brothers spin-offs 1968 ● Andreas Kisser / → Guitarist for Brazilian heavy metal/thrash metal Sepultura, “Roots Bloody Roots” (UK #19, 1996), sessions and film soundtracks 1970 ● Krystyn Robyn Osborn / → Vocalist and chief songwriter for country-pop sister trio SHe DAISY, “I Will…But” (#43, Country #2, 1999) August 25 1918 ● Leonard Bernstein / → Talented composer, conductor, pianist, director of the New York Philharmonic, wrote the music to many Broadway shows, including (1957), died from pneumonia on 10/14/1990, age 72 1933 ● Wayne Shorter / → Leading jazz and fusion saxophonist and composer, played with the Art Blakey‘s Jazz Messengers, joined the Miles Davis Quintet in 1964, co-founded jazz/rock fusion Weather Report, “Birdland” (1976), solo 1941 ● Christopher Augustine / → Drummer for one hit wonder pop-folk Every Mother’s Son, “Come On Down To My Boat” (#6, 1967) 1942 ● Walter Williams / → Vocals for R&B/Philly soul giants The O’Jays, “Love Train” (#1, 1973) 1944 ● Alan Parker / → Lead guitar and vocals for Brit Invasion pop-rock Dave Clark Five, “Catch Us If You Can” (#4, 1965) and 11 other Top 25 hits in the US 1947 ● Pete Arnesen / → Piano for glam rock/rock ‘n roll revival The Rubettes, “Sugar Baby Love” (, US #37, 1974) 1949 ● Gene “The Demon” Simmons / (Chaim Witz) → Bass, vocals and frontman for campy hard/glam-rock Kiss, “Detroit Rock City” (#7, 1976), released two solo albums, producer, talent scout, entrepreneur, author and film and TV actor 1949 ● Henry Paul / → Founding member, lead singer and guitarist for Southern hard rock Outlaws (“Hurry Sundown,” #34, 1975), left in 1977 to form and front country-rock Henry Paul Band, in 1991 founded Nashville-based Blackhawk (“I’m Not Strong Enough To Say No,” #2, 1995), reformed Outlaws in 2005 and continues to record and tour 1950 ● Willy De Ville / (William Boray) → Guitar, vocals and frontman for blue-eyed soul/roots rock/punk rock Mink De Ville, “Storybook Love” (1987), solo and collaborations with notable blues and R&B stars, died of pancreatic cancer on 8/7/2009, age 58 1951 ● James Warren / → Co-founder, bassist and vocalist for New Wave pop-rock The Korgis, “Everybody’s Got To Learn Sometime” (#18, 1980) 1951 ● Rob Halford / → Vocals for influential “New Wave” heavy metal band Judas Priest, “Breaking The Law” (1980) 1952 ● Geoff Downes / → Founding member and keyboards for New Wave synth-pop The Buggles, “Video Killed The Radio Star” (#40, 1979), joined prog rock Yes for one album (, 1980), left to form prog/pop-rock Asia, “Heat Of The Moment” (#4, 1982), solo 1954 ● Elvis Costello / (Declan Patrick Mc Manus) → Innovative, eclectic, multi-genre songwriter, singer and pub rock/punk/New Wave guitarist, frontman for The Attractions, “Veronica” (#19, 1989), 17 US Top 40 albums, has recorded classical-, jazz- and adult pop-based albums 1956 ● Matt Aitken / → Member of the multi-hit UK songwriting/production trio Stock-Aitken-Waterman (SAW), “Respectable” (#1 for Rick Astley, 1987) 1961 ● Billy Ray Cyrus / → Once touted as the “Next Elvis,” country-pop one hit wonder crossover singer, debut single “Achy Breaky Heart” (#4, 1992) spawned the worldwide “line dance” craze, debut album spent 17 weeks on the US album chart, father of actress Miley Cyrus 1962 ● Vivian Patrick Campbell / → Guitarist with hard rock/metal Def Leppard, “Love Bites” (#1, 1988), Dio and Whitesnake 1963 ● Candida Doyle / → Keyboard and backing vocals for alt rock/Britpop Pulp, “Common People” (UK #2, 1995) 1965 ● Erik Dahlgren / → Drummer for Swedish alt rock The Wannadies, “You And Me Song” (UK #18, 1996) 1966 ● Terminator X / (Norman Rogers) → Rapper and DJ for influential early hip hop group Public Enemy, “Fight The Power” (Rap #1, 1989), solo, producer, retired to his South Carolina ostrich stud farm in 2003 1967 ● Jeff Tweedy / → Co-founder, singer, songwriter and guitars for seminal roots rock trio Uncle Tupelo, after its breakup founded alt country-rock Wilco, “Outasite (Outta Mind)” (Mainstream Rock #22, 1997) 1969 ● Luke Scott / → Guitarist in Brit lounge/melodramatic pop group Babybird, “You’re Gorgeous” (UK #3, 1996) 1970 ● Jo Dee Messina / → Country-pop crossover singer with 12 Country Top 10 hits, six of them #1’s, including “That’s The Way” (#25, Country #1, 2000) 1985 ● Wynter Gordon / (Diana Gordon) → Dance-pop singer and songwriter, “Dirty Talk” (Dance #1, 2010), co-wrote “Sugar” for Flo Rida (#5, 2009) 1987 ● Amy Mac Donald / → Scottish soft folk-pop singer/songwriter and guitarist, “Don’t Tell Me That It’s Over” (UK #48, 2010) 1988 ● Alexandra Burke / → Brit R&B/neo-soul and electro-pop singer, won the 2008 UK talent show , “Doing It My Way” (UK #1, 2007) August 26 1903 ● Mr. in the 80s, then solo with over a dozen acclaimed jazz fusion albums in the 90s and 00s, died from a heart attack on 4/15/2017, age 70 1946 ● Judy Craig / → Vocals for top-tier 60s New York girl group The Chiffons, “He’s So Fine” (#1, 1963) 1952 ● Pat Mac Donald / → With wife Barbara K.

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