MOON LEASING LIMITED: Mortgages

All monies due or to become due from crown green limited (the lessee) and/or howcroft limited (the borrower) to the chargee and/or the banks under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from crown green limited (the lessee) and/or howcroft limited (the borrower) to the chargee and/or the banks under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Any and all of the obligations of the lessee (as defined) (whether or not for the payment of money, and including any obligation to pay damages for the breach of contract) which are as at january 29 1999 or at any time owed to the security trustee, the facility agent (as defined) and/or the borrower (as defined) under the crown green loan agreement and any and all of the obligations of the borrower (as defined) (whether or not for the payment of money, and including any obligation to pay damages for breach of contract) which are as at january 29 1999 or at any time thereafter owed to the security trustee, the facility agent (as defined) and/or the banks (as defined) under the senior revolving credit facility agreement (and any amount expressed to be payable under the crown green loan agreement or, as the case may be, the senior revolving credit facility agreement shall be deemed to from part of the secured obligations notwithstanding that the liability or recourse to the lessee (as defined) or the borrower (as defined) or their respective assets is limited by any provision of the crown green loan agreement or, as the case may be, the senior revolving credit facility agreement) and any and all moneys, liabilities and obligations, (whether actual or contingent, whether exisitng as at 29 january 1999 or thereafter arising, whether or not for the payment of money and including, without limitation, any obligation or liability to pay damages) which are now or which may at any time and from time to time be due, owing or payable or incurred or to be expressed to be due, owing, payable or incurred from the sub-lessee (as defined) to any one or more of the security trustee, the facility agent (as defined), and the banks (as defined) pursuant to clause 12.3 (indemnity) or clause 13.1 (tax indemnity) of the multi-option facility agreement to the extent that the liability or obligation under such clauses relates to the aircraft of the transaction documents (the "secured obligations"

For varying the terms of the deed of proceeds and priorities dated 16TH march 1994 as amended on 30TH august 1996 and as amended and restated on 20TH ddecember 1996 and various account charges (as defined therein)

Any and all of the obligations of the lessee crown green limited to the chargee under the crown green loan agreement and any and all of the obligations of the borrower howcroft limited to the chargee under the senior revolving credit facility agreement and any and all monies due from the sub-lessee airtours international airways limited pursuant to clause 12.3 (indemnity) or clause 13.1 (tax indemnity) of the multi-option facility agreement (all as defined)

Any and all of the obligations of the lessee (as defined) (whether or not for the payment of money, and including any obligation to pay damages for breach of contract) which are now or at any time owed to the long-term credit bank of japan,limited as security trustee for and on behalf of itself, the facility agent and the banks from time to time under the srcfa and/or the borrower (as defined) under the crown green loan agreement and any and all of the obligations of the borrower (as defined) (whether or not for the payment of money, and including any obligation to pay damages for the breach of contract) which are now or at any time owed to the security trustee, the facility agent and/or the banks under the senior revolving credit facility agreement (and, for the purposes of this definition, any amount expressed to be payable under the crown green loan agreement or, as the case may be, the senior revoving credit facility agreement shall be deemed to form part of the secured obligations notwithstanding that the liability or recourse to the lessee (as defined) or the borrower (as defined) or their respective assets is limited by any provision of the crown green loan agreement or, as the case may be, the senior revolving credit facility agreement) and any and all moneys, liabilities and obligations, (whether actual or contingent, whether now exisitng or hereafter arising, whether or not for the payment of money, and including, without limitation, any obligation or liability to pay damages) which are now or which may at any time and from time to time hereafter be due, owing, payable or incurred or to be expressed to be due, payable or incurred from or by the sub-lessee (as defined) to any one or more of the security trustee, the facility agent, and the banks pursuant to clause 12.3 (indemnity) or clause 13.1 (tax indemnity) of the multi-option facility agreement to the extent that the liability or obligation under such clauses relates to the aircraft or the transaction documents (the "secured obligations")

All monies due or to become due from the company to the chargees under the terms of the senior revolving facility agreement and the finance documents (as defined)

All monies due or to become due from the company to the chargees under the terms of senior revolving credit agreement and the finance documents (as defined)