Exhibit
10.2




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##### 



TABLE OF CONTENTS
 PageARTICLE 1DefinitionsSection 1.01 . Defined Terms
    
    
    1Section 1.02 . Terms Generally
    
    
    23Section 1.03 . Accounting Terms; Changes in GAAP
    
    
    24Section 1.04 . Times
    
    
    24ARTICLE 2The CreditsSection 2.01 . Commitment
    
    
    24Section 2.02 . Request to Borrow Loans
    
    
    24Section 2.03 . Funding of Loan
    
    
    24Section 2.04 . Interest
    
    
    25Section 2.05 . Payment at Maturity; Evidence of Debt
    
    
    25Section 2.06 . Optional and Mandatory Prepayments
    
    
    26Section 2.07 . Fees
    
    
    26Section 2.08 . Taxes
    
    
    26Section 2.09 . Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    32Section 2.10 . Changes to the Designated Pool; Intermediate Lessees; Owner Trusts
    
    
    34Section 2.11 . Defaulting Lenders
    
    
    39ARTICLE 3 Representations and WarrantiesSection 3.01 . Organization, etc
    
    
    40Section 3.02 . Authorization; Consents; No Conflict
    
    
    40Section 3.03 . Validity and Binding Nature
    
    
    41Section 3.04 . Financial Statements
    
    
    41Section 3.05 . Litigation and Contingent Liabilities
    
    
    41Section 3.06 . Security Interest
    
    
    41Section 3.07 . Employee Benefit Plans
    
    
    42Section 3.08 . Investment Company Act
    
    
    42Section 3.09 . Regulation U
    
    
    42Section 3.10 . Information
    
    
    43Section 3.11 . Compliance with Applicable Laws, etc
    
    
    43Section 3.12 . Insurance
    
    
    43Section 3.13 . Taxes
    
    
    43Section 3.14 . Borrower Information
    
    
    44
 ii




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##### 



PageSection 3.15 . Solvency
    
    
    44Section 3.16 . Sanctions
    
    
    44Section 3.17 . Description of Aircraft and Leases
    
    
    44Section 3.18 . Ownership
    
    
    44Section 3.19 . Use of Proceeds
    
    
    44ARTICLE 4 ConditionsSection 4.01 . Effective Date
    
    
    45Section 4.02 . Quiet Enjoyment Letters
    
    
    48ARTICLE 5CovenantsSection 5.01 . Legal Existence and Good Standing
    
    
    48Section 5.02 . Protection of Security Interest of the Lenders
    
    
    48Section 5.03 . Ownership, Operation and Leasing of Pool Aircraft
    
    
    49Section 5.04 . Limitation on Disposition of Aircraft
    
    
    49Section 5.05 . Payment of Taxes or Other Claims
    
    
    50Section 5.06 . Representations Regarding Operation
    
    
    50Section 5.07 . Compliance with Laws, Etc
    
    
    50Section 5.08 . Notice of Adverse Claim or Loss
    
    
    50Section 5.09 . Reporting Requirements
    
    
    51Section 5.10 . Limitation on Transactions with Affiliates
    
    
    53Section 5.11 . Inspections
    
    
    54Section 5.12 . Use of Proceeds; Margin Regulations
    
    
    54Section 5.13 . Insurance
    
    
    54Section 5.14 . UNSC, EU and United States Sanctions and Export Restrictions
    
    
    54Section 5.15 . Sanctions
    
    
    55Section 5.16 . Loan-to-Value Ratio; Average Age
    
    
    55Section 5.17 . Mergers, Consolidations and Sales of Assets
    
    
    56Section 5.18 . Requirements Following Additions to Designated Pool
    
    
    57ARTICLE 6 Events of DefaultARTICLE 7 GuarantySection 7.01 . Guaranty
    
    
    59Section 7.02 . Contribution
    
    
    60Section 7.03 . Guaranty Absolute
    
    
    60Section 7.04 . Waiver and Acknowledgments
    
    
    63Section 7.05 . Subrogation
    
    
    64Section 7.06 . Payment Free and Clear of Taxes
    
    
    64Section 7.07 . No Waiver; Remedies
    
    
    65
 iii




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##### 



PageSection 7.08 . Continuing Guaranty
    
    
    65Section 7.09 . Subordination of Certain Intercompany Indebtedness
    
    
    65Section 7.10 . Limit of Liability
    
    
    65ARTICLE 8 AgentsSection 8.01 . Appointment and Authority
    
    
    65Section 8.02 . Rights as a Lender
    
    
    66Section 8.03 . Exculpatory Provisions
    
    
    67Section 8.04 . Reliance by each Agent
    
    
    67Section 8.05 . Delegation of Duties
    
    
    68Section 8.06 . Resignation of Administrative Agent
    
    
    68Section 8.07 . Non-Reliance on Agents and Other Lenders
    
    
    68Section 8.08 . No Other Duties, etc
    
    
    69Section 8.09 . Administrative Agent May File Proofs of Claim
    
    
    69Section 8.10 . Collateral and Guaranty Matters
    
    
    69ARTICLE 9 MiscellaneousSection 9.01 . Notices Generally
    
    
    70Section 9.02 . Waivers; Amendments
    
    
    72Section 9.03 . Expenses; Indemnity; Damage Waiver
    
    
    73Section 9.04 . Successors and Assigns
    
    
    75Section 9.05 . Assignments by Lenders
    
    
    75Section 9.06 . Replacement of Lenders
    
    
    79Section 9.07 . Survival
    
    
    79Section 9.08 . Counterparts; Integration; Effectiveness
    
    
    79Section 9.09 . Severability
    
    
    80Section 9.10 . Applicable Law
    
    
    80Section 9.11 . Jurisdiction; Consent to Service of Process
    
    
    80Section 9.12 . WAIVER OF JURY TRIAL
    
    
    81Section 9.13 . Headings
    
    
    81Section 9.14 . Confidentiality
    
    
    81Section 9.15 . Right of Setoff
    
    
    82Section 9.16 . No Advisory or Fiduciary Responsibility
    
    
    83Section 9.17 . Interest Rate Limitation
    
    
    85Section 9.18 . USA Patriot Act
    
    
    85
 iv




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##### 



SCHEDULES
 
 EXHIBITS
 
 ANNEXES
  v




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##### 



Agreement Borrower Initial Intermediate Lessees Lenders Bank of America Goldman Sachs Syndication Agent
      Definitions
 . Defined Terms.
 Administrative Agent
 Administrative Agents Account




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##### 



Administrative Agents Office th
 Administrative Questionnaire
 Adverse Claim
 Affiliate
 Agent
 Aggregate Commitments
 Agreement
 Aircraft
 Aircraft Assets
 Aircraft Collateral
 Applicable Foreign Aviation Law
 Applicable Margin
 Applicable Percentage
 2




---



##### 



Appraisal
 Appraisal Date
 Appraised Value provided
  3




---



##### 



Approved Fund
 Arranger Entity
 Assigned Leases
 Assignee Group
 Assignment and Assumption
 Average Age
 Bank of America
 Base Rate
 4




---



##### 



Base Value
 Board of Directors
 Borrower
 Borrower Materials
 Borrower Parties
 Borrower Party Request and Assumption Agreement
 Borrowing
 Borrowing Request
 Business Day provided
 Cape Town Convention
 Change in Law
 Charges
 5




---



##### 



Code
 Collateral
 Collateral Agent
 Collateral Supplement
 Commitment
 Control Controlling Controlled
 Convention
 Debtor Relief Laws
 Default
 Defaulting Lender provided
 Designated Pool
 dollars Dollars $
 6




---



##### 



Effective Date
 Eligible Assignee
 Eligible Lease
 Environmental Laws
 Environmental Liability
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 7




---



##### 



EU
 Event of Loss
 8




---



##### 



Events of Default
 Excluded Taxes
 Express Perfection Requirements
 9




---



##### 



provided
 FAA
 FAA Act et seq
 Federal Funds Rate provided
 Federal Reserve Board
 Fee Letter
 Financial Officer
 Fiscal Year
 Foreign Benefit Event
 10




---



##### 



Foreign Lender
 Foreign Pension Plan
 FRBNY
 Fund
 Future Lease
 GAAP
 Goldman Sachs
 Governmental Authority
 Grantor Supplement
 Guaranteed Obligations
 Guarantor Party
 Hazardous Materials
 11




---



##### 



Indemnified Taxes
 Indemnitee
 Initial Intermediate Lessees
 Intercreditor Agreement
 Intercreditor Confirmation
   Interest Period
 Intermediate Lease
 Intermediate Lessee
 12




---



##### 



International Registry
 Ireland
 Junior Lien
 Junior Lien Debt provided
 provided
     Junior Lien Documents
 Junior Lien Obligations
 Junior Lien Representative
 13




---



##### 



Laws
 Lease
 Leasing Company Practice
 Lenders
 Lender Parties
 Lending Office
 Lessee
 Lessee Default
 Lessee Notice
 LIBO Rate BBA
LIBOR
 14




---



##### 



Lien
 Litigation Actions
 Loans
 Loan Documents
 Loan-to-Value Ratio
 Local Requirements Exception
 LTV Certificate
 LTV Cure
 LTV Determination Date
 15




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##### 



Maintenance Rent
 Material Adverse Effect
 Material Agreement
 Material Indebtedness
 Maturity Date
 Maximum Rate
 Moodys
 Mortgage
 Multiemployer Plan
 Non-Pool Aircraft
 Notes
 Obligations
 16




---



##### 



OFAC
 Operating Documents
 Organizational Documents
 Other Aircraft Types
 Other Taxes
 Own Ownership Owned by
 Owner Trust
 Parent
 Participant
 Patriot Act
 Payment Date
 17




---



##### 



Permitted Liens
     provided
    18




---



##### 



provided
        Person
 PGBC
 Plan
 Platform
 Pool Aircraft
 Pool Specifications
 19




---



##### 



Post-Petition Interest
 Preferred Aircraft Types
 Premium Amount provided
 Prohibited Countries
 Protocol
 20




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##### 



Public Lender
 Qualified Appraiser
 Ratify
 Records
 Reportable Event
 Representatives
 Required Cape Town Registrations
 Required Lenders provided
 Requirement of Law
 S&P
 Sanctions
 Secured Debt
 21




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##### 



Secured Debt Representatives
 Secured Obligations
 Secured Parties
 Security Deposit
 Security Documents
 Series of Junior Lien Debt
 Specified Representation Deficiency
 subsidiary parent
 Subsidiary
 Syndication Agent
 Taxes
 Third Party Event
 Title 49
 UCC provided however
 22




---



##### 



UCC Financing Statement provided however
 UCC Jurisdiction
 United States
 UNSC
 Widebody Aircraft
 Withdrawal Liability
 . Terms Generally. include includes including without limitation will shall herein hereof hereunder
 23




---



##### 



property
 . Accounting Terms; Changes in GAAP.
 . Times.
 The Credits
 . Commitment.
  . Request to Borrow Loans. Borrowing Request
 Funding of Loan
  
 24




---



##### 



Interest. plus provided
 plus
 provided
 prima facie
 Payment at Maturity; Evidence of Debt
  prima facie
 25




---



##### 



provided
 Note
 Optional and Mandatory Prepayments Optional Prepayments
 Mandatory Prepayments
 Accrued Interest; Premium
 Notice of Prepayments.
 . Fees.
 Taxes Payments Free of Taxes; Obligation to Withhold; Payments on
Account of Taxes
  26




---



##### 



Payment of Other Taxes by the Borrower
 Tax Indemnifications
 Evidence of Payments
 Status of Lenders; Tax Documentation
 27




---



##### 



28




---



##### 



Treatment of Certain Refunds provided
 Illegality; Impracticality; Increased Costs
 29




---



##### 



30




---



##### 



provided
 provided
      31




---



##### 



Payments Generally; Pro Rata Treatment; Sharing of Set-offs
   32




---



##### 



33




---



##### 



provided
    . Changes to the Designated Pool; Intermediate Lessees; Owner Trusts. Removal of Pool Aircraft from the Designated Pool. pro forma
 34




---



##### 



Addition of Non-Pool Aircraft to the Designated Pool. provided
      Intermediate Lessees. Intermediate Lease Notice provided
  35




---



##### 



Termination of Intermediate Lessees Status. provided
 Owner Trusts. Owner Trust Notice provided
  36




---



##### 



Termination of Owner Trusts Status. provided
 37




---



##### 



Specified Representation Deficiency. Specified
Representation Deficiency
 Applicable Subsidiary Documents
    38




---



##### 



provided
 pro forma
 . Defaulting Lenders. Adjustments
 Waivers and Amendments
 Reallocation of Payments first second third fourth fifth sixth provided
 39




---



##### 



Defaulting Lender Cure provided provided further
 Representations and Warranties
  . Organization, etc.
 . Authorization; Consents; No Conflict.
 40




---



##### 



. Validity and Binding Nature.
 . Financial Statements.
 . Litigation and Contingent Liabilities.
 . Security Interest.
  41




---



##### 



. Employee Benefit Plans.
 Investment Company Act.
 . Regulation U.
 42




---



##### 



. Information. provided
 provided
 . Compliance with Applicable Laws, etc.
 . Insurance.
 . Taxes.
 43




---



##### 



. Borrower Information.
 . Solvency.
 . Sanctions. OFAC UNSC EU Sanctions Prohibited Country
 . Description of Aircraft and Leases
   . Ownership.
 . Use of Proceeds.
 44




---



##### 



Conditions
 Effective Date
      45




---



##### 



pro forma
   46




---



##### 



provided
        47




---



##### 



. Quiet Enjoyment Letters.
 Covenants
  . Legal Existence and Good Standing. provided however
 . Protection of Security Interest of the Lenders
    48




---



##### 



provided however
 provided
   . Ownership, Operation and Leasing of Pool Aircraft.
    . Limitation on Disposition of Aircraft. pro forma
 49




---



##### 



. Payment of Taxes or Other Claims. provided however
 . Representations Regarding Operation.
 . Compliance with Laws, Etc.
  . Notice of Adverse Claim or Loss.
 50




---



##### 



. Reporting Requirements
       51




---



##### 



LTV Certificate provided however
  provided
 52




---



##### 



provided i.e.
 Borrower Materials Platform Public Lender provided however
 . Limitation on Transactions with Affiliates.
 53




---



##### 



Inspections.
 . Use of Proceeds; Margin Regulations.
 . Insurance.
 UNSC, EU and United States Sanctions and Export Restrictions
 54




---



##### 



Sanctions.
 Patriot Act
 Loan-to-Value Ratio; Average Age
 provided
 LTV Determination Date
 pro forma LTV Cure pro forma
  55




---



##### 



. Mergers, Consolidations and Sales of Assets.
      56




---



##### 



. Requirements Following Additions to Designated Pool.
  Events of Default
 Events of Default
      57




---



##### 



58




---



##### 



Guaranty
 . Guaranty. Guarantor Party
 59




---



##### 



. Contribution.
 . Guaranty Absolute.
      60




---



##### 



61




---



##### 



62




---



##### 



. Waiver and Acknowledgments.
   63




---



##### 



. Subrogation.
 . Payment Free and Clear of Taxes.
 64




---



##### 



. No Waiver; Remedies.
 . Continuing Guaranty.
 . Subordination of Certain Intercompany Indebtedness.
 . Limit of Liability.
   Agents
 Appointment and Authority
 65




---



##### 



Rights as a Lender
 66




---



##### 



Exculpatory Provisions
  provided
    Reliance by each Agent
 67




---



##### 



Delegation of Duties
 Resignation of Administrative Agent provided
 Non-Reliance on Agents and Other Lenders
 68




---



##### 



No Other Duties, etc
 Administrative Agent May File Proofs of Claim
     Collateral and Guaranty Matters
 69




---



##### 



Miscellaneous
 Notices Generally
     provided
 70




---



##### 



The Platform Agent Parties provided however
 Change of Address, Etc.
 Reliance by Agents and Lenders
 71




---



##### 



Waivers; Amendments
 provided provided further provided further
  72




---



##### 



Expenses; Indemnity; Damage Waiver
 Indemnitee provided
 73




---



##### 



provided
    provided
 74




---



##### 



Successors and Assigns
 Assignments by Lenders provided
 Minimum Amounts
  75




---



##### 



provided however
 Proportionate Amounts
 Required Consents
 provided
  Assignment and Assumption provided however
 No Assignment to Certain Persons
 76




---



##### 



Certain Additional Payments
   Register
 77




---



##### 



Register
 Participations Participant provided
 provided
 Limitations upon Participant Rights
 Certain Pledges provided
 78




---



##### 



Replacement of Lenders provided
      Survival
 Counterparts; Integration; Effectiveness
 79




---



##### 



Severability.
 Applicable Law
 Jurisdiction; Consent to Service of Process.
  80




---



##### 



WAIVER OF JURY TRIAL
 Headings
 Confidentiality provided
 81




---



##### 



Information provided
  Right of Setoff provided
 82




---



##### 



provided
 No Advisory or Fiduciary Responsibility
 83




---



##### 



84




---



##### 



. Interest Rate Limitation. Charges Maximum Rate
 . USA Patriot Act.
 [Signature pages follow.]
 85




---



##### 



INTERNATIONAL LEASE FINANCE CORPORATIONBy:
    
    /s/ Pamela S. HendryName: Pamela S. HendryTitle: Senior Vice President &
Treasurer
 86




---



##### 



SIGNED AND DELIVERED AS A DEED for and on behalfof ILFC IRELAND LIMITED byits duly appointed attorney:in the presence of: /s/ Niall C. Sommerville, attorney in factWitness Signature:
    
    /s/ Maeved ReillyWitness Name:
    
    Maeved ReillyWitness Address:
    
    30 North Wall Quay, D.1.Witness Occupation:
    
    Administrator
 87




---



##### 



SIGNED AND DELIVERED AS A DEED by ILFC (BERMUDA) III, LTD.By:

    /s/ S. George CubbonName:

    S. George CubbonTitle:

    President
 In the presence ofWitness Signature:
Witness Name:
    
    /s/ B. Lynnette Hodgson

B. Lynnette HodgsonWitness Address:
    
    c/o Chartis Bermuda LimitedOccupation:
    
    Corporate Administrator
 88




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##### 



BANK OF AMERICA, N.A., as Administrative AgentBy:
    
    /s/ Robert Rittelmeyer

Name: Robert RittelmeyerTitle: Vice PresidentBANK OF AMERICA, N.A., as Collateral AgentBy:
    
    /s/ Robert Rittelmeyer

Name: Robert RittelmeyerTitle: Vice PresidentBANK OF AMERICA, N.A., as LenderBy:
    
    /s/ Garrett P. Carpenter

Name: Garrett P. CarpenterTitle: Director
 89




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##### 



GOLDMAN SACHS LENDING      PARTNERS LLC, as Syndication      AgentBy:
    
    /s/ Alexis Maged

Name: Alexis MagedTitle: Authorized Signatory




---



##### 



SCHEDULE 1.01(a)
 MATERIAL AGREEMENTS




---



##### 



2




---



##### 



3




---



##### 



SCHEDULE 3.06
 PERMITTED LIENS




---



##### 



SCHEDULE 3.14
 BORROWER PARTY INFORMATION
 Employer orJurisdiction
    
    
    
    TaxpayerName of Borrower
    
    
    
    of
    
    
    
    IdentificationParty
    
    Chief Executive Office
    
    Incorporation
    
    Entity Type
    
    NumberINTERNATIONAL LEASE 
FINANCE CORPORATION
    
    10250 Constellation
Blvd., 
Suite 3400
Los Angeles, CA 90067
    
    California
    
    Corporation
    
    22-3059110ILFC IRELAND LIMITED
    
    30 North Wall Quay
Dublin 1
Ireland
    
    Ireland
    
    Private Limited
Liability Company
    
    98-0415543ILFC (BERMUDA) III,
LTD.
    
    The Chartis Building
29 Richmond Road
Pembroke HM 08
Bermuda
    
    Bermuda
    
    Limited Liability
Company
    
    N/A




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##### 



SCHEDULE 3.17(a)
 POOL AIRCRAFT
 AirframeManufacturer and
    
    Airframe
    
    Engine Manufacturer andModel
    
    MSN
    
    Model
    
    Engine MSNs1
    
    Airbus A319-100
    
    
    2203
    
    
    IAE V2524-A5
    
    V11654, V116632
    
    Airbus A319-100
    
    
    2200
    
    
    IAE V2524-A5
    
    V11657, V116593
    
    Airbus A319-100
    
    
    2008
    
    
    IAE V2524-A5
    
    V11505, V115064
    
    Airbus A319-100
    
    
    1986
    
    
    IAE V2524-A5
    
    V11481, V114845
    
    Airbus A319-100
    
    
    1971
    
    
    IAE V2524-A5
    
    V11459, V114646
    
    Airbus A319-100
    
    
    1742
    
    
    CFM56-5B6/P
    
    575414, 5754157
    
    Airbus A319-100
    
    
    1673
    
    
    CFM56-5B6/P
    
    575344, 5753458
    
    Airbus A320-200
    
    
    877
    
    
    IAE V2527-A5
    
    V10312, V103809
    
    Airbus A320-200
    
    
    816
    
    
    IAE V2527-A5
    
    V10313, V1034210
    
    Airbus A320-200
    
    
    543
    
    
    IAE V2527-A5
    
    V10222, V1022311
    
    Airbus A320-200
    
    
    582
    
    
    IAE V2527-A5
    
    V10156, V1018712
    
    Airbus A321-200
    
    
    991
    
    
    CFM56-5B3/P
    
    779489, 77949513
    
    Airbus A321-200
    
    
    841
    
    
    CFM56-5B3/P
    
    779386, 77938714
    
    Airbus A321-200
    
    
    815
    
    
    CFM56-5B3/P
    
    779367, 77936815
    
    Airbus A330-200
    
    
    272
    
    
    CF6-80E1-A4
    
    811152, 81115316
    
    Airbus A330-200
    
    
    205
    
    
    CF6-80E1-A4
    
    811141, 81114817
    
    Airbus A330-300
    
    
    55
    
    
    CF6-80E1-A2
    
    811110, 81111118
    
    Airbus A340-600
    
    
    534
    
    
    Rolls-Royce TRENT 556-61
    
    71138, 71139, 71141, 7114219
    
    Airbus A340-600
    
    
    475
    
    
    Rolls-Royce TRENT 556-61
    
    71033, 71047, 71070, 7107320
    
    Boeing 737-300
    
    
    28200
    
    
    CFM56-3C1
    
    858485, 85848621
    
    Boeing 737-700
    
    
    29360
    
    
    CFM56-7B22
    
    892266, 89326122
    
    Boeing 737-700
    
    
    30676
    
    
    CFM56-7B22
    
    892437, 89343623
    
    Boeing 737-700
    
    
    30674
    
    
    CFM56-7B26
    
    890849, 89085024
    
    Boeing 737-700
    
    
    28258
    
    
    CFM56-7B22
    
    890429, 89043025
    
    Boeing 737-700
    
    
    30035
    
    
    CFM56-7B22
    
    890372, 89037326
    
    Boeing 737-700
    
    
    28255
    
    
    CFM56-7B22
    
    890363, 89036427
    
    Boeing 737-700
    
    
    30634
    
    
    CFM56-7B22
    
    890249, 89025128
    
    Boeing 737-800
    
    
    30632
    
    
    CFM56-7B26
    
    888853, 88885629
    
    Boeing 737-800
    
    
    30631
    
    
    CFM56-7B26
    
    888773, 88877630
    
    Boeing 737-800
    
    
    28242
    
    
    CFM56-7B26
    
    888555, 88957131
    
    Boeing 757-200ER
    
    
    29378
    
    
    Pratt & Whitney PW2037
    
    P728749, P72875032
    
    Boeing 757-200ER
    
    
    29385
    
    
    Pratt & Whitney PW2037
    
    P728739, P72874033
    
    Boeing 757-200ER
    
    
    26249
    
    
    Rolls-Royce RB211-535E4
    
    31665, 31667




---



##### 



AirframeManufacturer and
    
    Airframe
    
    Engine Manufacturer andModel
    
    MSN
    
    Model
    
    Engine MSNs34
    
    Boeing 757-200ER
    
    
    29954
    
    
    Pratt & Whitney PW2037
    
    P728713, P72871435
    
    Boeing 757-200ER
    
    
    26247
    
    
    Rolls-Royce RB211-535E4
    
    31635, 3163636
    
    Boeing 757-200ER
    
    
    26248
    
    
    Rolls-Royce RB211-535E4
    
    31637, 3164237
    
    Boeing 767-300ER
    
    
    27617
    
    
    General Electric  CF6-80C2-B6F
    
    704759, 70476038
    
    Boeing 767-300ER
    
    
    25170
    
    
    General Electric CF6-80C2-B6F
    
    703176, 70485939
    
    Boeing 767-300ER
    
    
    26259
    
    
    General Electric CF6-80C2-B6F
    
    704127, 70485840
    
    Boeing 767-300ER
    
    
    26257
    
    
    General Electric CF6-80C2-B7F
    
    702871, 70314941
    
    Boeing 777-200ER
    
    
    35296
    
    
    General Electric GE90-94B
    
    900493, 90049442
    
    Boeing 777-200ER
    
    
    32703
    
    
    General Electric GE90-90B
    
    900438, 90043943
    
    McDonnell Douglas MD-11F
    
    
    48631
    
    
    Pratt & Whitney PW4462
    
    P733765, P733766, P733767
 2




---



##### 



SCHEDULE 3.17(b)
 LEASES
 *
 A321-211 aircraft bearing serial number 815
  A321-211 aircraft bearing serial number 841
  A321-211 aircraft bearing serial number 991
  *
 A319-112 aircraft bearing serial number 1673
  A319-112 aircraft bearing serial number 1742
  *
 A330-200 aircraft bearing serial number 272
    
 *
    
    Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




---



##### 



B767-300ER aircraft bearing serial number 25170
   B767-300ER aircraft bearing serial number 26259
   *
 B737-700 Aircraft Bearing Serial Number 28255
  B737-700 Aircraft Bearing Serial Number 30035
  *
 B777-200ER Aircraft bearing serial number 32703
  
 *
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2




---



##### 



A319-100 Aircraft bearing serial number 1971
   A319-100 Aircraft bearing serial number 1986
   A319-100 Aircraft bearing serial number 2008
   *
 A319-100 aircraft bearing serial number 2200
    
 *
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 3




---



##### 



A319-100 aircraft bearing serial number 2203
    *
 B737-700 aircraft bearing serial number 29360
  B737-700 aircraft bearing serial number 30676
  *
 B757-200ER aircraft bearing serial number 29378
  B757-200ER aircraft bearing serial number 29385
  B757-200ER aircraft bearing serial number 29954
  *
 A340-600 aircraft bearing serial number 475
 
 *
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 4




---



##### 



*
 A320-200 aircraft bearing serial number 55
    *
 A320-232 aircraft bearing serial number 543
   *
 B737-700 aircraft bearing serial number 30674
   *
 B767-300ER aircraft bearing serial number 26257
 
 *
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 5




---



##### 



*
 B757-200ER aircraft bearing serial number 26247
   B757-200ER aircraft bearing serial number 26248
   B757-200ER aircraft bearing serial number 26249
   *
 B737-3Q8 aircraft bearing serial number 28200
  *
 B777-200ER aircraft bearing serial number 35296
  
 *
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 6




---



##### 



A330-200 aircraft bearing serial number 205
  *
 B737-800 aircraft bearing serial number 28242
  B737-800 aircraft bearing serial number 30631
  B737-800 aircraft bearing serial number 30632
  *
 A320-200 aircraft bearing serial number 582
   *
 A340-600 aircraft bearing serial number 534
  *
 B767-300ER aircraft bearing serial number 27617
 
 *
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 7




---



##### 



*
 A320-200 aircraft bearing serial number 816
   A320-200 aircraft bearing serial number 877
   *
 MD-11F aircraft bearing serial number 48631
  *
 B737-700 aircraft bearing serial number 28258
   B737-700 aircraft bearing serial number 30634
 
 *
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 8




---



##### 



*
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 9




---



##### 



SCHEDULE 9.01
 NOTICES
  
  th
  th




---



##### 



EXHIBIT A
 COMMITMENTS
AND APPLICABLE PERCENTAGES
 ApplicableLender
    
    Commitment
    
    
    PercentageBank of America, N.A.
    
    $
    750,000,000
    
    
    
    100.000000000
    %Total
    
    $
    750,000,000
    
    
    
    100.000000000
    %




---



##### 



FORM OF MORTGAGE




---



##### 



PAGEARTICLE I DEFINITIONS
    
    
    2Section 1.01 Definitions
    
    
    2Section 1.02 Construction and Usage
    
    
    13ARTICLE II SECURITY
    
    
    14Section 2.01 Grant of Security
    
    
    14Section 2.02 Security for Obligations
    
    
    17Section 2.03 Representations and Warranties of the Grantors
    
    
    17Section 2.04 Grantors Remain Liable
    
    
    19Section 2.05 Delivery of Collateral
    
    
    20Section 2.06 As to the Assigned Documents
    
    
    20Section 2.07 As to Security Collateral, Beneficial Interest Collateral,
Membership Interest Collateral and Investment Collateral
    
    
    22Section 2.08 Further Assurances
    
    
    23Section 2.09 Place of Perfection; Records
    
    
    25Section 2.10 Voting Rights; Dividends; Etc
    
    
    25Section 2.11 Transfers and Other Liens; Additional Shares or Interests
    
    
    26Section 2.12 Security Trustees Appointed Attorney-in-Fact
    
    
    26Section 2.13 Security Trustees May Perform
    
    
    27Section 2.14 Covenant to Pay
    
    
    27Section 2.15 Delivery of Collateral Supplements
    
    
    27Section 2.16 Covenant Regarding Control
    
    
    27Section 2.17 Covenant Regarding Blocked Accounts
    
    
    28Section 2.18 Operational Covenants
    
    
    28Section 2.19 Insurance
    
    
    30ARTICLE III REMEDIES
    
    
    30Section 3.01 Remedies
    
    
    30Section 3.02 Priority of Payments
    
    
    31ARTICLE IV SECURITY INTEREST ABSOLUTE
    
    
    32Section 4.01 Security Interest Absolute
    
    
    32ARTICLE V THE SECURITY TRUSTEES
    
    
    33Section 5.01 Authorization and Action
    
    
    33Section 5.02 Absence of Duties
    
    
    34
 i




---



##### 



Section 5.03 Representations or Warranties
    
    
    34Section 5.04 Reliance; Agents; Advice of Counsel
    
    
    35Section 5.05 Cape Town Convention
    
    
    36Section 5.06 No Individual Liability
    
    
    36ARTICLE VI SUCCESSOR SECURITY TRUSTEE
    
    
    36Section 6.01 Resignation and Removal of a Security Trustee
    
    
    36Section 6.02 Appointment of Successor
    
    
    37ARTICLE VII AGREEMENT BETWEEN SECURED PARTIES
    
    
    38Section 7.01 Subordination and Priority
    
    
    38Section 7.02 Exercise of Remedies
    
    
    38Section 7.03 Further Agreements of Subordination
    
    
    39Section 7.04 Rights of Subrogation
    
    
    40Section 7.05 Further Assurances of Subordinated Security Trustees
    
    
    41Section 7.06 No Change in Rights in Collateral
    
    
    41Section 7.07 Waiver of Marshalling and Similar Rights
    
    
    41Section 7.08 Enforcement
    
    
    41Section 7.09 Obligations Not Affected
    
    
    41Section 7.10 Waiver
    
    
    42Section 7.11 Secured Obligations Unimpaired
    
    
    42Section 7.12 Upon Discharge of Obligations
    
    
    42ARTICLE VIII INDEMNITY AND EXPENSES
    
    
    42Section 8.01 Indemnity
    
    
    43Section 8.02 Secured Parties Indemnity
    
    
    43Section 8.03 No Compensation from Secured Parties
    
    
    44Section 8.04 Security Trustee Fees
    
    
    44ARTICLE IX MISCELLANEOUS
    
    
    45Section 9.01 Amendments; Waivers; Etc
    
    
    45Section 9.02 Addresses for Notices
    
    
    45Section 9.03 No Waiver; Remedies
    
    
    47Section 9.04 Severability
    
    
    47Section 9.05 Continuing Security Interest; Assignments
    
    
    47Section 9.06 Release and Termination
    
    
    47Section 9.07 Currency Conversion
    
    
    50Section 9.08 Governing Law
    
    
    50Section 9.09 Jurisdiction; Consent to Service of Process
    
    
    50Section 9.10 Counterparts
    
    
    51Section 9.11 Table of Contents, Headings, Etc
    
    
    51Section 9.12 Non-Invasive Provisions
    
    
    51Section 9.13 Limited Recourse
    
    
    52
 ii




---



##### 



PAGESCHEDULESSchedule I Aircraft, Airframes and EnginesSchedule II Pledged Stock, Pledged Beneficial Interest and Pledged Membership InterestsSchedule III Trade NamesSchedule IV Chief Place of Business and Chief Executive or Registered OfficeSchedule V InsuranceEXHIBITSExhibit A-1 Form of Collateral SupplementExhibit A-2 Form of Grantor SupplementExhibit B Form of Consent and AgreementExhibit C-1 Form of FAA Aircraft Mortgage  First LienExhibit C-2 Form of FAA Aircraft Mortgage  Second LienExhibit C-3 Form of FAA Aircraft Mortgage  Third LienExhibit C-4 Form of FAA Aircraft Mortgage  Fourth LienExhibit D-1 Form of FAA Aircraft Mortgage and Security Agreement  First LienExhibit D-2 Form of FAA Aircraft Mortgage and Security Agreement  Second LienExhibit D-3 Form of FAA Aircraft Mortgage and Security Agreement  Third LienExhibit D-4 Form of FAA Aircraft Mortgage and Security Agreement  Fourth LienExhibit E-1 Form of FAA Lease Security Assignment  First LienExhibit E-2 Form of FAA Lease Security Assignment  Second LienExhibit E-3 Form of FAA Lease Security Assignment  Third LienExhibit E-4 Form of FAA Lease Security Assignment  Fourth LienExhibit F-1 Form of Notice of AssignmentExhibit F-2 Form of Acknowledgment
 iii




---



##### 



Agreement ILFC Holdings Irish SPC California SPC Irish Initial Intermediate Lessee société à responsabilité limitée French Initial
Intermediate Lessee Labuan Initial
Intermediate Lessee Grantors Wells Fargo FRBNY
  First Lien Guarantee Agreement AIG Parent Credit Agreement
 Borrowers AIG
Funding Lender Credit Agreement
 Third Lien Guarantee Agreement
 Demand Note
Agreements




---



##### 



Amended and Restated Credit Agreement
       
 Definitions Certain Defined Terms
     2




---



##### 



3




---



##### 



4




---



##### 



5




---



##### 



6




---



##### 



7




---



##### 



8




---



##### 



9




---



##### 



10




---



##### 



11




---



##### 



provided
   12




---



##### 



Terms Defined in the Cape Town Convention
 Terms Defined in the Credit Agreement
 Section 1.02 Construction and Usage
         13




---



##### 



provided however
 
 Section 2.01 Grant of Security
 Grant of Security Interest  First Lien Collateral
  Assigned
Leases
 14




---



##### 



Lease Collateral
 Security
Collateral
   Beneficial Interest
Collateral
   Membership Interest
Collateral
  15




---



##### 



Account Collateral
 Investment Collateral
 Assigned Agreement
Collateral
 Assigned Agreements
  Aircraft Purchase Collateral
  16




---



##### 



provided
  Grant of Security Interest  Third Lien
 Grant of Security Interest  Fourth Lien
 Section 2.02 Security for Obligations
 Section 2.03 Representations and Warranties of the Grantors
 17




---



##### 



18




---



##### 



Section 2.04 Grantors Remain Liable
 19




---



##### 



Section 2.05 Delivery of Collateral Chattel Paper Original
 Section 2.06 As to the Assigned Documents
 20




---



##### 



provided
     21




---



##### 



provided however
 Section 2.07 As to Security Collateral, Beneficial Interest Collateral, Membership Interest
Collateral and Investment Collateral Relevant
Collateral
     22




---



##### 



Section 2.08 Further Assurances
  23




---



##### 



provided
 Required Cape
Town Registrations
  24




---



##### 



Section 2.09 Place of Perfection; Records
 Section 2.10 Voting Rights; Dividends; Etc
 provided
   25




---



##### 



Section 2.11 Transfers and Other Liens; Additional Shares or Interests
  Section 2.12 Security Trustees Appointed Attorney-in-Fact
   26




---



##### 



provided
 Section 2.13 Security Trustees May Perform
 Section 2.14 Covenant to Pay
 Section 2.15 Delivery of Collateral Supplements provided provided further
 Section 2.16 Covenant Regarding Control
 27




---



##### 



Section 2.17 Covenant Regarding Blocked Accounts provided however
 Section 2.18 Operational Covenants
 Maintenance of Properties
 Replacement of Parts; Alterations, Modifications and Additions; Substitutions of Engines
 Operation and Use provided
 28




---



##### 



Third Party
Event provided inter alia
 Identification of Security Trustees Interest
 Registration provided provided
 Extension, Amendment or Replacement of Leases
  Lessee Notice
 29




---



##### 



Lessee Acknowledgment
    Section 2.19 Insurance
 
 Section 3.01 Remedies
  30




---



##### 



Section 3.02 Priority of Payments
 first
 second provided
 31




---



##### 



third
 fourth provided
 fifth
 provided
  
 Section 4.01 Security Interest Absolute
   32




---



##### 



Section 5.01 Authorization and Action
 33




---



##### 



Section 5.02 Absence of Duties
 Section 5.03 Representations or Warranties
 34




---



##### 



Section 5.04 Reliance; Agents; Advice of Counsel
 provided however
    35




---



##### 



Section 5.05 Cape Town Convention
 Section 5.06 No Individual Liability
 
 Section 6.01 Resignation and Removal of a Security Trustee
 36




---



##### 



Section 6.02 Appointment of Successor
 provided
  37




---



##### 



Section 7.01 Subordination and Priority
  Section 7.02 Exercise of Remedies
  38




---



##### 



Section 7.03 Further Agreements of Subordination
    39




---



##### 



provided however
   Section 7.04 Rights of Subrogation
 40




---



##### 



Section 7.05 Further Assurances of Subordinated Security Trustees
 Section 7.06 No Change in Rights in Collateral
 Section 7.07 Waiver of Marshalling and Similar Rights
 Section 7.08 Enforcement
 Section 7.09 Obligations Not Affected
    41




---



##### 



Section 7.10 Waiver
 Section 7.11 Secured Obligations Unimpaired
 Section 7.12 Upon Discharge of Obligations
 
 42




---



##### 



Section 8.01 Indemnity provided
 provided
  Section 8.02 Secured Parties Indemnity mutatis mutandis
 43




---



##### 



mutatis mutandis
 mutatis mutandis
 mutatis mutandis
 provided
 provided
  Section 8.03 No Compensation from Secured Parties
 Section 8.04 Security Trustee Fees
 44




---



##### 



Section 9.01 Amendments; Waivers; Etc
   Section 9.02 Addresses for Notices
  
 45




---



##### 



th
  th
  th
  th
 46




---



##### 



Section 9.03 No Waiver; Remedies
 Section 9.04 Severability
 Section 9.05 Continuing Security Interest; Assignments
 Section 9.06 Release and Termination
   47




---



##### 



provided
  48




---



##### 



provided pro
forma
 49




---



##### 



Section 9.07 Currency Conversion Received Currency Agreed Currency
 Section 9.08 Governing Law
 Section 9.09 Jurisdiction; Consent to Service of Process
  50




---



##### 



Section 9.10 Counterparts
 Section 9.11 Table of Contents, Headings, Etc
 Section 9.12 Non-Invasive Provisions
  51




---



##### 



provided
    Section 9.13 Limited Recourse
 52




---



##### 



[The Remainder of this Page is Intentionally Left Blank]
 53




---



##### 



INTERNATIONAL LEASE FINANCE CORPORATIONByName:Title:TOP AIRCRAFT, INC.ByName:Title:SIGNED SEALED AND DELIVEREDBy SHREWSBURY AIRCRAFT LEASING LIMITEDBy its duly appointed attorneyIn the presence of:Witness Signature:Witness Name:Witness Address:Witness Occupation:STATES AIRCRAFT, INC.ByName:Title:
 54




---



##### 



SIGNED SEALED AND DELIVEREDBy ILFC IRELAND LIMITEDBy its duly appointed attorneyIn the presence of:Witness Signature:Witness Name:Witness Address:Witness Occupation:ILFC FRANCE S.A.R.L.ByName:Title:ILFC LABUAN LTD.ByName:Title:WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in
its individual capacity but solely as the First Lien
Security Trustee, the Second Lien Security Trustee, the
Third Lien Security Trustee and the Fourth Lien Security
TrusteeByName:Title:FEDERAL RESERVE BANK OF NEW YORKByName:Title:
 55




---



##### 



AirframeManufacturer
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model751
    
    Airbus A330-200
    
    41387, 41388
    
    Rolls-Royce TRENT 772B-60807
    
    Airbus A330-200
    
    41425, 41426
    
    Rolls-Royce TRENT 772B-60906
    
    Airbus A330-200
    
    41514, 41515
    
    Rolls-Royce TRENT 772B-601917
    
    Airbus A320-200
    
    V11389, V11391
    
    IAE V2527-A52149
    
    Airbus A320-200
    
    V11601, V11609
    
    IAE V2527-A52158
    
    Airbus A320-200
    
    575738, 575739
    
    CFM56-5B4/P2166
    
    Airbus A320-200
    
    575761, 575762
    
    CFM56-5B4/P2171
    
    Airbus A320-200
    
    575770, 575771
    
    CFM56-5B4/P2182
    
    Airbus A320-200
    
    575784, 575785
    
    CFM56-5B4/P2191
    
    Airbus A320-200
    
    575796, 575797
    
    CFM56-5B4/P2193
    
    Airbus A320-200
    
    V11658, V11662
    
    IAE V2527-A52199
    
    Airbus A320-200
    
    575803, 575804
    
    CFM56-5B4/P2206
    
    Airbus A320-200
    
    575812, 575813
    
    CFM56-5B4/P2278
    
    Airbus A320-200
    
    575899, 577106
    
    CFM56-5B4/P2349
    
    Airbus A320-200
    
    577165, 577166
    
    CFM56-5B4/P2371
    
    Airbus A319-100
    
    V11835, V11836
    
    IAE V2524-A52396
    
    Airbus A319-100
    
    V11860, V11862
    
    IAE V2524-A52406
    
    Airbus A319-100
    
    577206, 577210
    
    CFM56-5B5/P2408
    
    Airbus A319-100
    
    V11865, V11866
    
    IAE V2524-A52422
    
    Airbus A320-200
    
    V11903, V11916
    
    IAE V2527-A52424
    
    Airbus A319-100
    
    V11886, V11888
    
    IAE V2524-A52426
    
    Airbus A319-100
    
    V11890, V11892
    
    IAE V2524-A52430
    
    Airbus A320-200
    
    V11919, V11922
    
    IAE V2527-A52433
    
    Airbus A319-100
    
    V11893, V11896
    
    IAE V2524-A52435
    
    Airbus A319-100
    
    V11895, V11902
    
    IAE V2524-A52448
    
    Airbus A319-100
    
    577242, 577248
    
    CFM56-5B5/P2458
    
    Airbus A319-100
    
    V11927, V11930
    
    IAE V2524-A5




---



##### 



AirframeManufacturer
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model2470
    
    Airbus A319-100
    
    V11942, V11946
    
    IAE V2524-A52473
    
    Airbus A319-100
    
    V11950, V11963
    
    IAE V2524-A52476
    
    Airbus A321-200
    
    V11929, V11931
    
    IAE V2533-A52485
    
    Airbus A319-100
    
    V11952, V11965
    
    IAE V2524-A52490
    
    Airbus A319-100
    
    V11960, V11971
    
    IAE V2524-A52505
    
    Airbus A319-100
    
    V11989, V11991
    
    IAE V2524-A52542
    
    Airbus A320-200
    
    577371, 577372
    
    CFM56-5B4/P2574
    
    Airbus A319-100
    
    V12063, V12067
    
    IAE V2524-A52579
    
    Airbus A319-100
    
    V12054, V12056
    
    IAE V2524-A52590
    
    Airbus A321-200
    
    V12070, V12072
    
    IAE V2533-A52667
    
    Airbus A319-100
    
    V12161, V12163
    
    IAE V2524-A52673
    
    Airbus A319-100
    
    V12204, V12239
    
    IAE V2524-A52679
    
    Airbus A319-100
    
    V12199, V12207
    
    IAE V2524-A52698
    
    Airbus A319-100
    
    V12196, V12205
    
    IAE V2524-A52704
    
    Airbus A319-100
    
    V12230, V12232
    
    IAE V2524-A52708
    
    Airbus A320-200
    
    577506, 577507
    
    CFM56-5B4/P2711
    
    Airbus A319-100
    
    V12218, V12225
    
    IAE V2524-A52723
    
    Airbus A319-100
    
    V12244, V12246
    
    IAE V2524-A52731
    
    Airbus A320-200
    
    V12223, V12227
    
    IAE V2527-A52741
    
    Airbus A321-200
    
    V12273, V12275
    
    IAE V2533-A52743
    
    Airbus A320-200
    
    577543, 577544
    
    CFM56-5B4/P2759
    
    Airbus A321-200
    
    V12291, V12293
    
    IAE V2533-A52767
    
    Airbus A321-200
    
    V12302, V12304
    
    IAE V2533-A52770
    
    Airbus A320-200
    
    577587, 577590
    
    CFM56-5B4/P2809
    
    Airbus A321-200
    
    V12323, V12325
    
    IAE V2533-A52815
    
    Airbus A319-100
    
    V12310, V12320
    
    IAE V2524-A52899
    
    Airbus A320-200
    
    577752, 577753
    
    CFM56-5B4/P2901
    
    Airbus A319-100
    
    V12403, V12405
    
    IAE V2524-A52922
    
    Airbus A320-200
    
    V12408, V12410
    
    IAE V2527-A52936
    
    Airbus A321-200
    
    V12418, V12430
    
    IAE V2533-A52940
    
    Airbus A319-100
    
    V12444, V12453
    
    IAE V2524-A5




---



##### 



AirframeManufacturer
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model2948
    
    Airbus A319-100
    
    V12450, V12485
    
    IAE V2524-A52969
    
    Airbus A319-100
    
    V12452, V12469
    
    IAE V2524-A52978
    
    Airbus A319-100
    
    V12474, V12478
    
    IAE V2524-A52983
    
    Airbus A319-100
    
    V12482, V12484
    
    IAE V2524-A53007
    
    Airbus A319-100
    
    V12458, V12496
    
    IAE V2524-A53012
    
    Airbus A320-200
    
    V12480, V12489
    
    IAE V2527-A53017
    
    Airbus A319-100
    
    V12506, V12512
    
    IAE V2524-A53020
    
    Airbus A319-100
    
    V12527, V12531
    
    IAE V2524-A53026
    
    Airbus A319-100
    
    V12518, V12537
    
    IAE V2524-A53067
    
    Airbus A321-200
    
    V12542, V12548
    
    IAE V2533-A53075
    
    Airbus A321-200
    
    V12558, V12560
    
    IAE V2533-A53089
    
    Airbus A320-200
    
    V12567, V12569
    
    IAE V2527-A53105
    
    Airbus A320-200
    
    V12573, V12575
    
    IAE V2527-A53112
    
    Airbus A321-200
    
    V12593, V12609
    
    IAE V2533-A53114
    
    Airbus A319-100
    
    V12588, V12595
    
    IAE V2527M-A53116
    
    Airbus A319-100
    
    V12583, V12590
    
    IAE V2527M-A53120
    
    Airbus A321-200
    
    V12601, V12603
    
    IAE V2533-A53123
    
    Airbus A320-200
    
    697250, 697251
    
    CFM56-5B4/P3124
    
    Airbus A319-100
    
    V12600, V12630
    
    IAE V2527M-A53129
    
    Airbus A320-200
    
    697254, 697256
    
    CFM56-5B4/P3131
    
    Airbus A320-200
    
    697246, 697265
    
    CFM56-5B4/P3144
    
    Airbus A319-100
    
    V12626, V12628
    
    IAE V2524-A53153
    
    Airbus A320-200
    
    697294, 697296
    
    CFM56-5B4/P3165
    
    Airbus A319-100
    
    V12607, V12632
    
    IAE V2524-A53258
    
    Airbus A319-100
    
    V12709, V12734
    
    IAE V2524-A53269
    
    Airbus A319-100
    
    V12717, V12720
    
    IAE V2524-A53270
    
    Airbus A320-200
    
    V12721, V12725
    
    IAE V2527-A53311
    
    Airbus A319-100
    
    V12780, V12782
    
    IAE V2524-A53342
    
    Airbus A319-100
    
    V12789, V12791
    
    IAE V2524-A53366
    
    Airbus A320-200
    
    697586, 697588
    
    CFM56-5B4/33440
    
    Airbus A320-200
    
    697677, 697681
    
    CFM56-5B4/3




---



##### 



AirframeManufacturer
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model3444
    
    Airbus A320-200
    
    697679, 697683
    
    CFM56-5B4/33456
    
    Airbus A320-200
    
    697764, 697765
    
    CFM56-5B4/33463
    
    Airbus A319-100
    
    V12891, V12893
    
    IAE V2524-A53476
    
    Airbus A320-200
    
    697718, 697724
    
    CFM56-5B4/33491
    
    Airbus A319-100
    
    V12908, V12912
    
    IAE V2524-A53501
    
    Airbus A320-200
    
    697766, 697779
    
    CFM56-5B4/33590
    
    Airbus A319-100
    
    V13000, V13002
    
    IAE V2524-A53599
    
    Airbus A320-200
    
    697903, 697904
    
    CFM56-5B4/329356
    
    Boeing 737-700
    
    892110, 892112
    
    CFM56-7B2229357
    
    Boeing 737-700
    
    892238, 893236
    
    CFM56-7B2429358
    
    Boeing 737-700
    
    892276, 892279
    
    CFM56-7B2429361
    
    Boeing 737-700
    
    892350, 893348
    
    CFM56-7B2429362
    
    Boeing 737-700
    
    893383, 893384
    
    CFM56-7B2429364
    
    Boeing 737-700
    
    892611, 892612
    
    CFM56-7B2429365
    
    Boeing 737-700
    
    892644, 892649
    
    CFM56-7B2429366
    
    Boeing 737-700
    
    892720, 893709
    
    CFM56-7B2429367
    
    Boeing 737-700
    
    892774, 892775
    
    CFM56-7B2429368
    
    Boeing 737-800
    
    892801, 892802
    
    CFM56-7B2629369
    
    Boeing 737-800
    
    892857, 893860
    
    CFM56-7B2629370
    
    Boeing 737-700
    
    894369, 894370
    
    CFM56-7B2429371
    
    Boeing 737-700
    
    894201, 894224
    
    CFM56-7B2429372
    
    Boeing 737-700
    
    894345, 894357
    
    CFM56-7B2429373
    
    Boeing 737-800
    
    894437, 894438
    
    CFM56-7B2629374
    
    Boeing 737-800
    
    894504, 894505
    
    CFM56-7B2630038
    
    Boeing 737-700
    
    892147, 893142
    
    CFM56-7B2230660
    
    Boeing 737-800
    
    890461, 890462
    
    CFM56-7B27/B130666
    
    Boeing 737-800
    
    890740, 890741
    
    CFM56-7B2630670
    
    Boeing 737-800
    
    890786, 890787
    
    CFM56-7B2630673
    
    Boeing 737-800
    
    890824, 890826
    
    CFM56-7B27/B130679
    
    Boeing 737-800
    
    890621, 890622
    
    CFM56-7B27/B130680
    
    Boeing 737-800
    
    890618, 890619
    
    CFM56-7B26




---



##### 



AirframeManufacturer
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model30681
    
    Boeing 737-800
    
    892286, 892287
    
    CFM56-7B2630682
    
    Boeing 737-800
    
    892314, 893316
    
    CFM56-7B2630683
    
    Boeing 737-800
    
    892306, 892307
    
    CFM56-7B2730685
    
    Boeing 737-800
    
    892543, 892544
    
    CFM56-7B2630686
    
    Boeing 737-800
    
    892360, 892364
    
    CFM56-7B2630690
    
    Boeing 737-800
    
    890644, 891637
    
    CFM56-7B2630691
    
    Boeing 737-800
    
    892363, 893365
    
    CFM56-7B2630692
    
    Boeing 737-800
    
    890634, 891633
    
    CFM56-7B2630693
    
    Boeing 737-800
    
    890660, 891655
    
    CFM56-7B2630694
    
    Boeing 737-800
    
    892693, 892694
    
    CFM56-7B2630695
    
    Boeing 737-800
    
    892758, 892761
    
    CFM56-7B2630696
    
    Boeing 737-800
    
    892763, 892764
    
    CFM56-7B2630697
    
    Boeing 737-800
    
    892811, 892812
    
    CFM56-7B2630698
    
    Boeing 737-800
    
    892803, 892804
    
    CFM56-7B2630699
    
    Boeing 737-800
    
    892847, 892848
    
    CFM56-7B2630700
    
    Boeing 737-800
    
    892864, 892865
    
    CFM56-7B2630701
    
    Boeing 737-800
    
    892871, 892872
    
    CFM56-7B2630702
    
    Boeing 737-800
    
    892882, 892883
    
    CFM56-7B2630703
    
    Boeing 737-800
    
    892905, 892906
    
    CFM56-7B2630704
    
    Boeing 737-800
    
    892948, 892949
    
    CFM56-7B2630705
    
    Boeing 737-800
    
    892983, 892985
    
    CFM56-7B2630708
    
    Boeing 737-800
    
    894263, 894264
    
    CFM56-7B2630709
    
    Boeing 737-800
    
    892897, 892904
    
    CFM56-7B2630711
    
    Boeing 737-800
    
    894412, 894413
    
    CFM56-7B2630715
    
    Boeing 737-800
    
    894560, 894561
    
    CFM56-7B2630716
    
    Boeing 737-800
    
    894514, 894515
    
    CFM56-7B2630718
    
    Boeing 737-800
    
    894607, 894608
    
    CFM56-7B2630723
    
    Boeing 737-800
    
    894656, 894675
    
    CFM56-7B26/330725
    
    Boeing 737-800
    
    894691, 894692
    
    CFM56-7B26/330728
    
    Boeing 737-800
    
    894883, 894911
    
    CFM56-7B26/330733
    
    Boeing 737-800
    
    896143, 896144
    
    CFM56-7B27/3




---



##### 



AirframeManufacturer
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model32706
    
    Boeing 777-300ER
    
    906139, 906140
    
    GE90-115BG0132707
    
    Boeing 777-300ER
    
    906170, 906175
    
    GE90-115BG0232708
    
    Boeing 777-300ER
    
    906171, 906172
    
    GE90-115BG0132709
    
    Boeing 777-300ER
    
    906197, 906199
    
    GE90-115BG0232710
    
    Boeing 777-300ER
    
    906212, 906214
    
    GE90-115BG0232713
    
    Boeing 777-300ER
    
    906300, 906301
    
    GE90-115BG0232714
    
    Boeing 777-300ER
    
    906321, 906322
    
    GE90-115BG0232715
    
    Boeing 777-300ER
    
    906230, 906232
    
    GE90-115BG0232718
    
    Boeing 777-200ER
    
    900475, 900476
    
    GE90-94B32719
    
    Boeing 777-200ER
    
    900481, 900482
    
    GE90-94B32728
    
    Boeing 777-300ER
    
    906237, 906250
    
    GE90-115BG0232729
    
    Boeing 777-300ER
    
    906285, 906286
    
    GE90-115BG0232730
    
    Boeing 777-300ER
    
    906235, 906236
    
    GE90-115BG0232799
    
    Boeing 737-800
    
    890756, 890757
    
    CFM56-7B2632800
    
    Boeing 737-800
    
    892325, 892326
    
    CFM56-7B2632801
    
    Boeing 737-800
    
    892300, 892301
    
    CFM56-7B2632802
    
    Boeing 737-800
    
    892404, 892405
    
    CFM56-7B2632842
    
    Boeing 737-700
    
    893601, 893602
    
    CFM56-7B2233006
    
    Boeing 737-800
    
    892944, 892945
    
    CFM56-7B2633007
    
    Boeing 737-800
    
    892951, 892954
    
    CFM56-7B2633008
    
    Boeing 737-700
    
    892399, 893389
    
    CFM56-7B2433009
    
    Boeing 737-700
    
    892413, 892414
    
    CFM56-7B2433501
    
    Boeing 777-300ER
    
    906148, 906149
    
    GE90-115BG0133793
    
    Boeing 737-700
    
    892172, 893136
    
    CFM56-7B2235271
    
    Boeing 737-800
    
    896375, 896378
    
    CFM56-7B26/335273
    
    Boeing 737-800
    
    896401, 897371
    
    CFM56-7B26/335281
    
    Boeing 737-800
    
    896729, 896730
    
    CFM56-7B26/335289
    
    Boeing 737-800
    
    802135, 802136
    
    CFM56-7B26/3




---



##### 



AirframeAirframe
    
    Manufacturer and
    
    Engine Manufacturer and
    
    Engine
    
    Engine
    
    Engine
    
    EngineMSN
    
    Model
    
    Model
    
    MSN 1
    
    MSN 2
    
    MSN 3
    
    MSN 43614
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V13014
    
    V130163484
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V12913
    
    V129183519
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V12949
    
    V1295330658
    
    Boeing B737-800
    
    CFM56-7B26
    
    890450
    
    89045130665
    
    Boeing B737-800
    
    CFM56-7B26
    
    890690
    
    89069132798
    
    Boeing B737-800
    
    CFM56-7B26
    
    890765
    
    8907661884
    
    Airbus A319-100
    
    CFM56-5B6/P
    
    575514
    
    5755151901
    
    Airbus A319-100
    
    CFM56-5B6/P
    
    575532
    
    575533529
    
    Airbus A330-200
    
    Rolls Royce TRENT 772B-60
    
    41255
    
    412583446
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697693
    
    6976953473
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697697
    
    6977213490
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697750
    
    6977513494
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697758
    
    6977591874
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    575483
    
    57548735298
    
    Boeing B777-300ER
    
    GE90-115BG02
    
    906315
    
    90631635784
    
    Boeing B777-300ER
    
    GE90-115BG02
    
    906641
    
    9066423361
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697512
    
    6975913396
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697619
    
    6976203425
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697655
    
    6976603475
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697727
    
    697731505
    
    Airbus A330-200
    
    Rolls Royce TRENT 772B-60
    
    41239
    
    41240526
    
    Airbus A330-200
    
    Rolls Royce TRENT 772B-60
    
    41257
    
    4125930654
    
    Boeing B737-800
    
    CFM56-7B27
    
    890387
    
    89038830671
    
    Boeing B737-800
    
    CFM56-7B27
    
    890411
    
    89041332796
    
    Boeing B737-800
    
    CFM56-7B27
    
    890337
    
    89033833699
    
    Boeing B737-800
    
    CFM56-7B27
    
    890398
    
    8914142124
    
    Airbus A319-100
    
    CFM56-5B6/2P
    
    575927
    
    5759281913
    
    Airbus A320-200
    
    CFM56-5B4/2P
    
    575913
    
    5759142065
    
    Airbus A320-200
    
    CFM56-5B4/2P
    
    575919
    
    5759221978
    
    Airbus A321-200
    
    CFM56-5B3/2P
    
    575920
    
    5759212208
    
    Airbus A321-200
    
    CFM56-5B3/2P
    
    575929
    
    5759302213
    
    Airbus A319-100
    
    CFM56-5B7/P
    
    575799
    
    5758012228
    
    Airbus A319-100
    
    CFM56-5B7/P
    
    575815
    
    5758162279
    
    Airbus A319-100
    
    CFM56-5B7/P
    
    575885
    
    5758883065
    
    Airbus A319-100
    
    CFM56-5B7/P
    
    697182
    
    6971831924
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    575534
    
    5755351949
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    575554
    
    5755552705
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577504
    
    5775052721
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577526
    
    5775303051
    
    Airbus A321-200
    
    CFM56-5B3/P
    
    697174
    
    6971753098
    
    Airbus A321-200
    
    CFM56-5B3/P
    
    697241
    
    6972493441
    
    Airbus A321-200
    
    CFM56-5B3/3
    
    697456
    
    6976853401
    
    Airbus A321-200
    
    CFM56-5B3/3
    
    697629
    
    6976723419
    
    Airbus A321-200
    
    CFM56-5B3/3
    
    697663
    
    6976693372
    
    Airbus A321-200
    
    CFM56-5B3/3
    
    697515
    
    6976073399
    
    Airbus A321-200
    
    CFM56-5B3/3
    
    697634
    
    697635




---



##### 



AirframeAirframe
    
    Manufacturer and
    
    Engine Manufacturer and
    
    Engine
    
    Engine
    
    Engine
    
    EngineMSN
    
    Model
    
    Model
    
    MSN 1
    
    MSN 2
    
    MSN 3
    
    MSN 4503
    
    Airbus A330-200
    
    CF6-80E1-A3
    
    811201
    
    811202519
    
    Airbus A330-200
    
    CF6-80E1-A3
    
    811218
    
    811219584
    
    Airbus A330-200
    
    CF6-80E1-A3
    
    811248
    
    811249635
    
    Airbus A330-200
    
    Rolls Royce TRENT 772B-60
    
    41308
    
    4130932868
    
    Boeing B747-400
    
    CF6-80C2-B1F
    
    706539
    
    706540
    
    706541
    
    
    70654235279
    
    Boeing B737-800
    
    CFM56-7B26/3
    
    896551
    
    89655232869
    
    Boeing B747-400
    
    CF6-80C2-B1F
    
    706551
    
    706552
    
    706553
    
    
    70655432871
    
    Boeing B747-400
    
    CF6-80C2-B1F
    
    706623
    
    706624
    
    706625
    
    
    70662632870
    
    Boeing B747-400ERF
    
    CF6-80C2-B5F
    
    706627
    
    706628
    
    706629
    
    
    70663032867
    
    Boeing B747-400ERF
    
    CF6-80C2-B5F
    
    706514
    
    706515
    
    706516
    
    
    70651729402
    
    Boeing B777-200ER
    
    Pratt & Whitney PW4090
    
    P222225
    
    P22222635782
    
    Boeing B777-300ER
    
    GE90-115BG02
    
    906603
    
    90660735783
    
    Boeing B777-300ER
    
    GE90-115BG02
    
    906621
    
    90662232723
    
    Boeing B777-300ER
    
    GE90-115BG01
    
    906108
    
    90610932724
    
    Boeing B777-300ER
    
    GE90-115BG01
    
    906112
    
    90611332850
    
    Boeing B777-300ER
    
    GE90-115BG01
    
    906129
    
    90613032852
    
    Boeing B777-300ER
    
    GE90-115BG01
    
    906143
    
    90614432725
    
    Boeing B777-300ER
    
    GE90-115BG01
    
    906134
    
    90613732711
    
    Boeing B777-300ER
    
    GE90-115BG01
    
    906131
    
    90613235297
    
    Boeing B777-300ER
    
    GE90-115BG02
    
    906377
    
    906378739
    
    Airbus A330-200
    
    Pratt & Whitney PW4168A
    
    P733595
    
    P733596911
    
    Airbus A330-200
    
    Pratt & Whitney PW4168A
    
    P733657
    
    P7336583033
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V12523
    
    V125253066
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V12538
    
    V125533074
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V12546
    
    V125553462
    
    Airbus A321-200
    
    IAE V2533-A5
    
    V12902
    
    V129043527
    
    Airbus A321-200
    
    IAE V2533-A5
    
    V12923
    
    V12946679
    
    Airbus A330-300
    
    Rolls Royce TRENT 772-60
    
    41340
    
    41341581
    
    Airbus A330-300
    
    Rolls Royce TRENT 772B-60
    
    41188
    
    41288692
    
    Airbus A330-300
    
    Rolls Royce TRENT 772B-60
    
    41348
    
    41349716
    
    Airbus A330-300
    
    Rolls Royce TRENT 772B-60
    
    41357
    
    41358741
    
    Airbus A330-300
    
    Rolls Royce TRENT 772B-60
    
    41380
    
    41381786
    
    Airbus A330-300
    
    Rolls Royce TRENT 772B-60
    
    41417
    
    4141835274
    
    Boeing B737-800
    
    CFM56-7B24/3
    
    896420
    
    89739635276
    
    Boeing B737-800
    
    CFM56-7B24/3
    
    896513
    
    89651435285
    
    Boeing B737-800
    
    CFM56-7B24/3
    
    896958
    
    89696134432
    
    Boeing B777-300ER
    
    GE90-115BG04
    
    906373
    
    90638235299
    
    Boeing B777-300ER
    
    GE90-115BG04
    
    906354
    
    90638135300
    
    Boeing B777-300ER
    
    GE90-115BG02
    
    906432
    
    90643335301
    
    Boeing B777-300ER
    
    GE90-115BG04
    
    906474
    
    90647530037
    
    Boeing B737-700
    
    CFM56-7B24
    
    890719
    
    89072030727
    
    Boeing B737-700
    
    CFM56-7B22
    
    888675
    
    88867930033
    
    Boeing B737-800
    
    CFM56-7B27/B1
    
    888587
    
    88874130643
    
    Boeing B737-800
    
    CFM56-7B27/B1
    
    888844
    
    888902822
    
    Airbus A330-200
    
    Pratt & Whitney PW4168A
    
    P733621
    
    P7336223428
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V12867
    
    V12871




---



##### 



AirframeAirframe
    
    Manufacturer and
    
    Engine Manufacturer and
    
    Engine
    
    Engine
    
    Engine
    
    EngineMSN
    
    Model
    
    Model
    
    MSN 1
    
    MSN 2
    
    MSN 3
    
    MSN 43685
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V13066
    
    V130682793
    
    Airbus A321-200
    
    IAE V2533-A5
    
    V12305
    
    V123073458
    
    Airbus A321-200
    
    IAE V2533-A5
    
    V12892
    
    V128943522
    
    Airbus A321-200
    
    IAE V2533-A5
    
    V12931
    
    V129331912
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V11399
    
    V114021962
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V11447
    
    V114541850
    
    Airbus A321-200
    
    IAE V2533-A5
    
    V11361
    
    V113621926
    
    Airbus A321-200
    
    IAE V2533-A5
    
    V11415
    
    V114172113
    
    Airbus A319-100
    
    CFM56-5B5/P
    
    575724
    
    5757252122
    
    Airbus A319-100
    
    CFM56-5B5/P
    
    575732
    
    5757402186
    
    Airbus A319-100
    
    CFM56-5B5/P
    
    575765
    
    5757692332
    
    Airbus A319-100
    
    CFM56-5B5/P
    
    577137
    
    5771382382
    
    Airbus A319-100
    
    CFM56-5B5/P
    
    577172
    
    5771842142
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    575701
    
    5757032189
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    575790
    
    5757922291
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577104
    
    5771142665
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577469
    
    5774703056
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    697159
    
    6971602768
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577580
    
    5775813068
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    697157
    
    697158811
    
    Airbus A330-200
    
    CF6-80E1-A3
    
    811404
    
    81140629399
    
    Boeing B777-200ER
    
    GE90-94B
    
    900459
    
    90046132720
    
    Boeing B777-200ER
    
    GE90-94B
    
    900478
    
    90048032721
    
    Boeing B777-200ER
    
    GE90-94B
    
    900499
    
    90050035295
    
    Boeing B777-200ER
    
    GE90-94B
    
    900491
    
    9004922085
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V11524
    
    V115312173
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V11634
    
    V116362594
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V12087
    
    V1208929401
    
    Boeing B777-200ER
    
    Rolls Royce TRENT 895-17
    
    51485
    
    5148629403
    
    Boeing B777-200ER
    
    Rolls Royce TRENT 895-17
    
    51504
    
    5150829404
    
    Boeing B777-200ER
    
    Rolls Royce TRENT 895-17
    
    51477
    
    5147832712
    
    Boeing B777-200ER
    
    Rolls Royce TRENT 895-17
    
    51489
    
    5149030649
    
    Boeing B737-700
    
    CFM56-7B24
    
    888772
    
    88877930652
    
    Boeing B737-800
    
    CFM56-7B26
    
    889705
    
    88970630721
    
    Boeing B737-800
    
    CFM56-7B26/3
    
    894612
    
    89461835272
    
    Boeing B737-800
    
    CFM56-7B26/3
    
    896356
    
    89635735284
    
    Boeing B737-800
    
    CFM56-7B26/3
    
    896787
    
    89678935287
    
    Boeing B737-800
    
    CFM56-7B26/3
    
    896978
    
    896979725
    
    Airbus A330-300
    
    CF6-80E1-A4
    
    811349
    
    8113502761
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577572
    
    5775732785
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577594
    
    5775962794
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577621
    
    5776252798
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577623
    
    5776262962
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577815
    
    5778182988
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    577851
    
    5778523083
    
    Airbus A320-200
    
    CFM56-5B4/P
    
    697193
    
    697198




---



##### 



AirframeAirframe
    
    Manufacturer and
    
    Engine Manufacturer and
    
    Engine
    
    Engine
    
    Engine
    
    EngineMSN
    
    Model
    
    Model
    
    MSN 1
    
    MSN 2
    
    MSN 3
    
    MSN 43321
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697532
    
    6975373529
    
    Airbus A320-200
    
    CFM56-5B4/3
    
    697781
    
    697782814
    
    Airbus A330-200
    
    CF6-80E1-A4B
    
    811407
    
    8114083421
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V12858
    
    V128603424
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V12862
    
    V128653454
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V12882
    
    V128903694
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V13082
    
    V13084462
    
    Airbus A330-200
    
    Rolls Royce TRENT 772B-60
    
    41224
    
    4122529395
    
    Boeing B777-300
    
    Rolls Royce TRENT 892-17
    
    51285
    
    5128728687
    
    Boeing B777-300
    
    Rolls Royce TRENT 892-17
    
    51416
    
    5141729396
    
    Boeing B777-300
    
    Rolls Royce TRENT 892-17
    
    51378
    
    5137932697
    
    Boeing B777-300
    
    Rolls Royce TRENT 892-17
    
    51371
    
    5137232699
    
    Boeing B777-300
    
    Rolls Royce TRENT 892-17
    
    51397
    
    513982389
    
    Airbus A319-100
    
    IAE V2522-A5
    
    V11855
    
    V118562429
    
    Airbus A319-100
    
    IAE V2522-A5
    
    V11877
    
    V118872694
    
    Airbus A319-100
    
    IAE V2522-A5
    
    V12188
    
    V121982697
    
    Airbus A319-100
    
    IAE V2522-A5
    
    V12206
    
    V122082720
    
    Airbus A319-100
    
    IAE V2522-A5
    
    V12236
    
    V12238706
    
    Airbus A340-600
    
    Rolls Royce TRENT 556-61
    
    71342
    
    71343
    
    71344
    
    
    71363723
    
    Airbus A340-600
    
    Rolls Royce TRENT 556-61
    
    71362
    
    71364
    
    71365
    
    
    7136930687
    
    Boeing B737-700
    
    CFM56-7B24
    
    894609
    
    89461030710
    
    Boeing B737-700
    
    CFM56-7B24
    
    894464
    
    89446730040
    
    Boeing B737-800
    
    CFM56-7B27
    
    892344
    
    89234632841
    
    Boeing B737-800
    
    CFM56-7B27
    
    893370
    
    8933711866
    
    Airbus A319-100
    
    CFM56-5B6/P
    
    575504
    
    5755051872
    
    Airbus A319-100
    
    CFM56-5B6/P
    
    575508
    
    5755091882
    
    Airbus A319-100
    
    CFM56-5B6/P
    
    575516
    
    5755171925
    
    Airbus A319-100
    
    CFM56-5B6/P
    
    575544
    
    5755452198
    
    Airbus A319-100
    
    CFM56-5B5/P
    
    575780
    
    5757832209
    
    Airbus A319-100
    
    CFM56-5B5/P
    
    575776
    
    5757952236
    
    Airbus A319-100
    
    CFM56-5B5/P
    
    575824
    
    5758301223
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V10719
    
    V107731281
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V10778
    
    V107791463
    
    Airbus A319-100
    
    IAE V2524-A5
    
    V10933
    
    V109361156
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V10655
    
    V106581398
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V10885
    
    V108941452
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V10943
    
    V109461110
    
    Airbus A320-200
    
    IAE V2527-A5
    
    V10620
    
    V1062128262
    
    Boeing B737-700
    
    CFM56-7B22
    
    890962
    
    89096729363
    
    Boeing B737-700
    
    CFM56-7B22
    
    890649
    
    89164633786
    
    Boeing B737-700
    
    CFM56-7B22
    
    890620
    
    89161633787
    
    Boeing B737-700
    
    CFM56-7B22
    
    890658
    
    89165433791
    
    Boeing B737-700
    
    CFM56-7B22
    
    890954
    
    89193833792
    
    Boeing B737-700
    
    CFM56-7B22
    
    890976
    
    89097730662
    
    Boeing B737-700
    
    CFM56-7B24
    
    890573
    
    89057730663
    
    Boeing B737-700
    
    CFM56-7B24
    
    890584
    
    89058530677
    
    Boeing B737-700
    
    CFM56-7B22
    
    890868
    
    890869




---



##### 



AirframeAirframe
    
    Manufacturer and
    
    Engine Manufacturer and
    
    Engine
    
    Engine
    
    Engine
    
    EngineMSN
    
    Model
    
    Model
    
    MSN 1
    
    MSN 2
    
    MSN 3
    
    MSN 430039
    
    Boeing B737-800
    
    CFM56-7B26
    
    877654
    
    88954830675
    
    Boeing B737-800
    
    CFM56-7B26
    
    888459
    
    88858630032
    
    Boeing B737-800
    
    CFM56-7B27
    
    889643
    
    88965430689
    
    Boeing B737-800
    
    CFM56-7B27
    
    889493
    
    88949430332
    
    Boeing B737-800
    
    CFM56-7B27
    
    888214
    
    88925228237
    
    Boeing B737-800
    
    CFM56-7B26
    
    888197
    
    88820128689
    
    Boeing B777-200ER
    
    GE90-94B
    
    900359
    
    90036028692
    
    Boeing B777-200ER
    
    GE90-94B
    
    900353
    
    90035428678
    
    Boeing B777-200ER
    
    GE90-90B
    
    900323
    
    90032428679
    
    Boeing B777-200ER
    
    GE90-90B
    
    900329
    
    900330625
    
    Airbus A330-200
    
    Rolls Royce TRENT 772B-60
    
    41296
    
    41297632
    
    Airbus A330-200
    
    Rolls Royce TRENT 772B-60
    
    41303
    
    4130430730
    
    Boeing B737-800
    
    CFM56-7B27/3
    
    894901
    
    895884




---



##### 



Percentage ofPar
    
    Certificate
    
    Number of
    
    OutstandingStock Borrower
    
    Value
    
    No(s).
    
    Shares
    
    SharesTOP AIRCRAFT, INC.
    
    N/A
    
    1
    
    100
    
    100%STATES AIRCRAFT, INC.
    
    N/A
    
    1
    
    100
    
    100%SHREWSBURY AIRCRAFT 
LEASING LIMITED
    
    US $1 each
    
    1
    
    10
    
    100%
  Percentage ofBorrower
    
    Certificate No.
    
    Beneficial InterestN/A
    
    N/A
    
    N/A
  Percentage ofIssuer
    
    Certificate No.
    
    Membership InterestN/A
    
    N/A
    
    N/A




---



##### 



1.
    
    Grantor: International Lease Finance Corporation

Trade Name: ILFC




---



##### 



Chief Executive Office, Chief Place ofBusiness or Registered OfficeName of Grantor
    
    and Organizational ID (if applicable)International Lease Finance
    
    10250 Constellation Blvd.
Suite 3400Corporation
    
    Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: C1666861Top Aircraft, Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: C3229725Shrewsbury Aircraft Leasing Limited
    
    30 North Wall QuayDublin 1IrelandFacsimile: +353 1 672 0270Telephone: +353 1 802 8901Company Registration Number: 475896States Aircraft, Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: C3229724ILFC Ireland Limited
    
    30 North Wall QuayDublin 1IrelandFacsimile: +353 1 672 0270Telephone: +353 1 802 8901Company Registration Number: 209316ILFC France S.a.r.l.
    
    52 rue de la VictoireParisFrance 75009Facsimile: +33-1-450 363 77Telephone: +33-1-450 360 36
 2




---



##### 



Chief Executive Office, Chief Place ofBusiness or Registered OfficeName of Grantor
    
    and Organizational ID (if applicable)Organizational ID: 513229248ILFC Labuan Ltd.
    
    Unit #3 (l)Main Office TowerFinancial Park LabuanJalan Merdeka87000 LabuanF.T. LabuanMalaysiaFacsimile: +60 87 427 409Telephone: +60 87 427 408Company No.: LL03255
 3




---



##### 



1.
    
    Obligation to InsureSo long as this Agreement shall remain in effect, the Grantors will ensure that there is
effected and maintained appropriate insurances in respect of each Pool Aircraft and the
Security Trustees, the FRBNY and the Lender and its operation including insurance for:
 (a)
    
    loss or damage to each Pool Aircraft and each part thereof; and(b)
    
    any liability for injury to or death of persons and damage to or the
destruction of public or private property arising out of or in connection with the
operation, storage, maintenance or use of (in each case to the extent available) the
Pool Aircraft and of any other part thereof not belonging to the Grantors but from time
to time installed on the airframe.
 2.
    
    Specific InsurancesThe Grantors will maintain or will cause to be maintained the following specific
insurances with respect to each Pool Aircraft (subject to paragraph 3):
 (a)
    
    All Risks Hull Insurance All risks hull insurance policy on the Pool Aircraft
in an amount at least equal to 110% of the outstanding principal of the Loan allocable
to such Pool Aircraft, calculated based on the most recent appraised value (the
Required Insured Value) on an agreed value basis and naming the Senior
Security Trustee (for and on behalf of itself and the Senior Secured Parties) as a loss
payee for the Required Insured Value (provided, however, that, if the
applicable Lessees insurance program uses AVN67B or a successor London market
endorsement similar thereto, the Grantor shall use reasonable commercial efforts to
procure that each of the Secured Parties is also named as a Contract Party and shall
ensure that each of the Secured Parties is also named as a Contract Party in respect
of any new Lease entered into);(b)
    
    Hull War Risk Insurance Hull war risk and allied perils insurance, including
hijacking, (excluding, however, confiscation by government of registry or country of
domicile to the extent coverage of such risk is not generally available to the
applicable Lessee in the relevant insurance market at a commercially reasonable cost or
is not customarily obtained by operators in such jurisdiction at such time) on the Pool
Aircraft where the custom in the industry is to carry war risk for aircraft operating on
routes or kept in locations similar to the Pool Aircraft in an amount not less than the
Required Insured Value on an agreed value basis and naming the Senior Security Trustee
(for and on behalf of itself and the other Senior Secured Parties) as a loss payee for
the Required Insured Value (provided, however, that, if the applicable




---



##### 



Lessees insurance program uses AVN67B or a successor London market endorsement similar
thereto, the Grantors shall use reasonable commercial efforts to procure that each of
the Secured Parties is also named as a Contract Party and shall ensure that each of
the Secured Parties is also named as a Contract Party in respect of any new Lease
entered into);(c)
    
    Legal Liability Insurance Third party legal liability insurance (including
war and allied perils) for a combined single limit (bodily injured and property damage)
of not less than $500,000,000 for a Narrowbody Aircraft, and not less than $750,000,000
for Widebody Aircraft. The Security Trustees (on behalf of themselves and the Secured
Parties) shall be named as additional insureds on such policies; provided,
however, that the Grantors shall use reasonable commercial efforts to procure
that each of the Secured Parties is also named as an additional insured and shall ensure
that each of the Secured Parties is also named as an additional insured in respect of
any new Lease. Notwithstanding the foregoing, the legal liability coverage amounts in
respect of the Supplemental Pool Aircraft shall not be required to be maintained in
amounts set forth above if the minimum amounts provided to be maintained under the
Leases thereof on the Effective Date are less, but shall instead be required to be
maintained at such lesser minimum amounts.(d)
    
    Aircraft Spares Insurance Insurance for the engines and the parts while not
installed on the airframe for their replacement cost or an agreed value basis.
 3.
    
    Variations on Specific Insurance RequirementsIn certain circumstances, it is customary that not all of the insurances described in
paragraph 2 be carried for the Pool Aircraft. For example, when a Pool Aircraft is not on
lease to a passenger air carrier or is in storage or is being repaired or maintained, ferry
or ground rather than passenger flight coverage for the Pool Aircraft are applicable.
Similarly, indemnities may be provided by a Governmental Authority in lieu of particular
insurances; provided, however, that the Grantors shall not, without the prior
written consent of AIG Funding and the FRBNY, be entitled to accept any new such governmental
indemnities other than when such indemnities are granted by a Governmental Authority of a
country or jurisdiction that is not a Prohibited Country. The relevant Grantor will
determine the necessary coverage for the Pool Aircraft in such situations consistent with
Leasing Company Practice with respect to similar aircraft.4.
    
    Hull Insurances in Excess of Required Insurance ValueFor the avoidance of doubt, any Grantor and/or any Lessee may carry hull risks and hull
war and allied perils insurance on the Pool Aircraft in excess of the Required Insured Value
which (subject in the case of the Grantors to no Event of Default having occurred and being
continuing) will not be payable to the Security Trustees. Such excess insurances will be
payable to (i) if payable to the Grantors, to the relevant Grantor, unless an Event of
Default has occurred and is continuing in which case the excess shall be payable to the
Senior Security Trustee or (ii) if payable to the Lessee to the Lessee in all circumstances.
 2




---



##### 



5.
    
    CurrencyAll insurance and reinsurances effected pursuant to this Schedule V shall be payable in
Dollars, save that in the case of the insurances referred to in paragraph 2(c) (if such
denomination is (a) required by the law of the state of registration of the Pool Aircraft; or
(b) the normal practice of airlines in the relevant country that operate aircraft leased from
lessors located outside such country; or (c) otherwise agreed by the Senior Security Trustee)
or paragraph 2(d).6.
    
    Specific Terms of InsurancesInsurance policies which are underwritten in the London and/or other non-US insurance
market and which pertain to financed or leased aircraft equipment contain the coverage and
endorsements described in AVN67B as it may be amended or revised or its equivalent. Each of
the Grantors agrees that, so long as this Agreement shall remain in effect, the Pool Aircraft
will be insured and the applicable insurance policies endorsed either (i) in a manner
consistent with AVN67B, as it may be amended or revised or its equivalent or (ii) as may then
be customary in the airline industry for aircraft of the same type as the Pool Aircraft
utilised by operators in the same country and whose operational network for such Pool
Aircraft and credit status is similar to the type of business as the Lessee (if any) and at
the time commonly available in the insurance market. In all cases, the relevant Grantor will
set the standards, review and manage the insurances on the Pool Aircraft consistent with
Leasing Company Practice with respect to similar aircraft.7.
    
    Insurance Brokers and InsurersIn reviewing and accepting the insurance brokers (if any) and reinsurance brokers (if
any) and insurers and reinsurers (if any) providing coverage with respect to the Pool
Aircraft, the relevant Grantor will utilize standards consistent with Leasing Company
Practice with respect to similar aircraft. It is recognized that airlines in certain
countries are required to utilize brokers (and sometimes even no brokers) or carry insurance
with local insurance brokers and insurers. If at any time any Pool Aircraft is not subject
to a Lease, the relevant Grantor will cause its insurance brokers to provide each of the
Security Trustees with evidence that the insurances described in this Schedule V are in full
force and effect.8.
    
    Deductible Amounts, Self-Insurance and ReinsuranceWith respect to the type of aircraft concerned, the nationality and creditworthiness of
the airline operator, the airline operators use and operation thereof and to the scope of
and the amount covered by the insurances carried by the Lessee, the relevant Grantor will
apply standards consistent with Leasing Company Practice with respect to similar aircraft in
reviewing and accepting the amount of any insurance deductibles, whether the Lessee may
self-insure any of the risks covered by the insurances and the scope and terms of
reinsurance, if any, including a cut-through and assignment clause.9.
    
    Renewals
 3




---



##### 



The Grantors will monitor the insurances on the Pool Aircraft and their expiration
dates. The relevant Grantor shall, when requested by any Security Trustee, promptly inform
such Security Trustee as to whether or not it has been advised that renewal instructions for
any of the insurances have been given by the airline operator or its broker prior to or on
the scheduled expiry date of the relevant insurance. The relevant Grantor shall promptly
notify each of the Security Trustees in writing if it receives notice that any of the
insurances have in fact expired without renewal. Promptly after receipt, the relevant
Grantor will provide to each of the Security Trustees evidence of renewal of the insurances
and reinsurance (if any).10.
    
    InformationSubject to applicable confidentiality restrictions, each of the Grantors shall provide
the Security Trustees or shall ensure that the Security Trustees are provided with any
information reasonably requested by them from time to time concerning the insurances
maintained with respect to the Pool Aircraft or, if reasonably available to the Grantors, in
connection with any claim being made or proposed to be made thereunder.
 4




---



##### 



th
    Aircraft Mortgage and Security Agreement ILFC Holdings Irish SPC California SPC Irish Initial Intermediate
Lessee société à responsabilité limitée French Initial Intermediate Lessee Labuan Initial Intermediate Lessee Grantors




---



##### 



Very truly yours,[]By:Name:Title:Acknowledged and agreed to as of the date first above written:WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,not in its individual capacity, but
solely as the First Lien Security Trustee,
the Second Lien Security Trustee, the Third
Lien Security Trustee and the Fourth Lien
Security TrusteeBy:Name:Title:




---



##### 



Airframe MSN
    
    Airframe Manufacturer
and Model
    
    Engine MSNs
    
    Engine Manufacturer and
Model




---



##### 



Stock Borrower
    
    Par
Value
    
    Certificate
No(s).
    
    Number of
Shares
    
    Percentage of
Outstanding
Shares
  Borrower
    
    Certificate No.
    
    Percentage of
Beneficial Interest
  Issuer
    
    Certificate No.
    
    Percentage of
Membership Interest




---



##### 



th
    Aircraft Mortgage and Security Agreement ILFC Holdings Irish SPC California SPC Irish Initial Intermediate
Lessee société à responsabilité limitée French Initial Intermediate Lessee Labuan Initial Intermediate Lessee Grantors




---



##### 



Grant of Security Interest  First Lien Supplementary Collateral
  Assigned Leases Lease
Collateral
 Security Collateral
   2




---



##### 



Beneficial Interest Collateral
   Membership Interest Collateral
   Account Collateral
 Investment Collateral
 3




---



##### 



Assigned Agreement Collateral
 Assigned Agreements
  Aircraft Purchase Collateral
   provided
  Grant of Security Interest  Third Lien
 Grant of Security Interest  Fourth Lien
 4




---



##### 



[Signature Page Follows]
 5




---



##### 



Very truly yours,[NAME OF GRANTOR]By:Name:Title:Acknowledged and agreed to as of the date first above written:WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,not in its individual capacity, but solely as the
First Lien Security Trustee, the Second Lien
Security Trustee, the Third Lien Security Trustee
and the Fourth Lien Security TrusteeBy:Name:Title:
 6




---



##### 



Airframe MSN
    
    Airframe Manufacturer
and Model
    
    Engine MSNs
    
    Engine Manufacturer
and Model




---



##### 



Stock Borrower
    
    Par Value
    
    Certificate No(s).
    
    Number of
Shares
    
    Percentage of
Outstanding
Shares
  Borrower
    
    Certificate No.
    
    Percentage of
Beneficial Interest
  Issuer
    
    Certificate No.
    
    Percentage of
Membership Interest




---



##### 








---



##### 



Name of Grantor
    
    Chief Executive Office, Chief Place of
Business and Registered Office and Organizational
ID (if applicable)




---



##### 



Assigned Document
 Aircraft Mortgage and Security Agreement Collateral




---



##### 



Very truly yours,[NAME OF GRANTOR]By:Name:Title:WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION,not in its individual capacity,
but solely as the First Lien Security Trustee,
the Second Lien Security Trustee, the Third
Lien Security Trustee and the Fourth Lien
Security TrusteeBy:Name:Title:
 Acknowledged and agreed to as of
the date first above written:[NAME OF OBLIGOR]By:Name:Title:
 2




---



##### 



COLLECTION ACCOUNT INFORMATION
 3




---



##### 



Agreement  Grantor Security Trustee Aircraft Mortgage ILFC FRBNY
 W I T N E S S E T H:
 First
Lien Guarantee Agreement AIG Parent Credit
Agreement
  Aircraft




---



##### 



Mortgage Collateral
 a.
    
    each Aircraft;b.
    
    all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;c.
    
    all of the Grantors right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantors right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the Aircraft Documents);d.
    
    all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;e.
    
    all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; andf.
    
    all proceeds, howsoever arising, of the foregoing.
   2




---



##### 



th
 3




---



##### 



4




---



##### 



GRANTOR:
    []By:Name:Title:SECURITY TRUSTEE:
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security TrusteeBy:Name:Title: 5




---



##### 



DEFINITIONS
       provided
    6




---



##### 



7




---



##### 



MORTGAGE COLLATERAL
  
 
  
 
 8




---



##### 



Agreement  Grantor Security Trustee Aircraft Mortgage ILFC Holdings Irish SPC California SPC Irish Initial
Intermediate Lessee French Initial Intermediate Lessee Labuan Initial Intermediate Lessee
 W I T N E S S E T H:
 Borrowers Lender Credit Agreement
  Aircraft




---



##### 



Mortgage Collateral
 a.
    
    each Aircraft;b.
    
    all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;c.
    
    all of the Grantors right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantors right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the Aircraft Documents);d.
    
    all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;e.
    
    all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; andf.
    
    all proceeds, howsoever arising, of the foregoing.
   2




---



##### 



th
 3




---



##### 



4




---



##### 



GRANTOR:
    []By:Name:Title:SECURITY TRUSTEE:
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security TrusteeBy:Name:Title: 5




---



##### 



DEFINITIONS
       provided
    6




---



##### 



7




---



##### 



MORTGAGE COLLATERAL
  
 
  
 
 8




---



##### 



Agreement  Grantor Security Trustee Aircraft Mortgage ILFC FRBNY
 W I T N E S S E T H:
 Third Lien Guarantee Agreement AIG Parent
Credit Agreement
  Aircraft




---



##### 



Mortgage Collateral
 a.
    
    each Aircraft;b.
    
    all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;c.
    
    all of the Grantors right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantors right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the Aircraft Documents);d.
    
    all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;e.
    
    all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; andf.
    
    all proceeds, howsoever arising, of the foregoing.
   2




---



##### 



th
 3




---



##### 



4




---



##### 



GRANTOR:
    []By:Name:Title:SECURITY TRUSTEE:
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security TrusteeBy:Name:Title: 5




---



##### 



DEFINITIONS
       provided
    6




---



##### 



7




---



##### 



MORTGAGE COLLATERAL
  
 
  
 
 8




---



##### 



Agreement  Grantor Security Trustee Aircraft Mortgage ILFC Holdings Irish SPC California SPC Irish Initial
Intermediate Lessee French Initial Intermediate Lessee Labuan Initial Intermediate Lessee
 W I T N E S S E T H:
 AIG Funding Demand Note Agreements
 Amended and Restated Credit
Agreement
  Aircraft




---



##### 



Mortgage Collateral
 a.
    
    each Aircraft;b.
    
    all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on the Aircraft
or may be installed in any other aircraft;c.
    
    all of the Grantors right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantors right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the Aircraft Documents);d.
    
    all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;e.
    
    all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; andf.
    
    all proceeds, howsoever arising, of the foregoing.
   2




---



##### 



th
 3




---



##### 



4




---



##### 



GRANTOR:
    []By:Name:Title:SECURITY TRUSTEE:
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security TrusteeBy:Name:Title: 5




---



##### 



DEFINITIONS
         provided
   6




---



##### 



7




---



##### 



MORTGAGE COLLATERAL
  
 
  
 
 8




---



##### 



Agreement Grantor Security Trustee Aircraft Mortgage ILFC FRBNY
 W I T N E S S E T H:
 First Lien Guarantee Agreement AIG Parent
Credit Agreement
  Aircraft Assigned Leases




---



##### 



Mortgage Collateral
 a.
    
    each Aircraft;b.
    
    all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on any Aircraft or may be
installed in any other aircraft;c.
    
    all of the Grantors right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantors
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the Aircraft
Documents);d.
    
    all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;e.
    
    each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantors rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturers warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;f.
    
    all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a Mortgage Supplement), and all of the
estate, right, title and
 2




---



##### 



interest of every nature whatsoever of the Grantor in and to the same and every part thereof;
andg.
    
    all proceeds, howsoever arising, of the foregoing.
   3.
    
    MISCELLANEOUS
 Successors and Assigns
 Severability
 Governing Law
 Further Assurances
 Notices
  3




---



##### 



th
 Security Trustee
  Execution in Counterparts
  4




---



##### 



GRANTOR:
    
    [_____]By:Name:Title:SECURITY TRUSTEE:
    
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity
but solely as Security TrusteeBy:Name:Title:
 5




---



##### 



DEFINITIONS
              6




---



##### 



7




---



##### 



MORTGAGE COLLATERAL
 
 
 
 
 
 
 8




---



##### 



Agreement Grantor Security Trustee Aircraft Mortgage ILFC Holdings Irish SPC California SPC Irish Initial
Intermediate Lessee French Initial Intermediate Lessee Labuan Initial Intermediate Lessee
 W I T N E S S E T H:
 Borrowers Lender Credit Agreement
  Aircraft Assigned Leases




---



##### 



Mortgage Collateral
 a.
    
    each Aircraft;b.
    
    all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed any the Aircraft or may be
installed in any other aircraft;c.
    
    all of the Grantors right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantors
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the Aircraft
Documents);d.
    
    all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;e.
    
    each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantors rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturers warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;
 2




---



##### 



f.
    
    all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a Mortgage Supplement), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; andg.
    
    all proceeds, howsoever arising, of the foregoing.
  3




---



##### 



3.
    
    MISCELLANEOUS
 Successors and Assigns
 Severability
 Governing Law
 Further Assurances
 Notices
  
  4




---



##### 



th
 Security Trustee
  Execution in Counterparts
  5




---



##### 



GRANTOR:
    
    [_____]By:Name:Title:SECURITY TRUSTEE:
    
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security TrusteeBy:Name:Title:
 6




---



##### 



DEFINITIONS
             7




---



##### 



8




---



##### 



MORTGAGE COLLATERAL
 
 
 
 
 
 
 9




---



##### 



Agreement Grantor Security Trustee Aircraft Mortgage ILFC FRBNY
 W I T N E S S E T H:
 Third Lien Guarantee Agreement AIG Parent
Credit Agreement
  Aircraft Assigned Leases




---



##### 



Mortgage Collateral
 a.
    
    each Aircraft;b.
    
    all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on an Aircraft or may be
installed in any other aircraft;c.
    
    all of the Grantors right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantors
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the Aircraft
Documents);d.
    
    all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;e.
    
    each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantors rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturers warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;f.
    
    all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
 2




---



##### 



satisfactory to the Security Trustee (a Mortgage Supplement), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; andg.
    
    all proceeds, howsoever arising, of the foregoing.
  3




---



##### 



3.
    
    MISCELLANEOUS
 Successors and Assigns
 Severability
 Governing Law
 Further Assurances
 Notices
  
  4




---



##### 



th
 Security Trustee
  Execution in Counterparts
  5




---



##### 



GRANTOR:
    
    [_____]By:Name:Title:SECURITY TRUSTEE:
    
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security TrusteeBy:Name:Title:
 6




---



##### 



DEFINITIONS
              7




---



##### 



8




---



##### 



MORTGAGE COLLATERAL
 
 
 
 
 
 
 9




---



##### 



Agreement Grantor Security Trustee Aircraft Mortgage ILFC Holdings Irish SPC California SPC Irish Initial
Intermediate Lessee French Initial Intermediate Lessee Labuan Initial Intermediate Lessee
 W I T N E S S E T H:
 AIG Funding Demand Note Agreements
 Amended and Restated Credit
Agreement
  Aircraft




---



##### 



Assigned Leases
  Mortgage Collateral
 a.
    
    each Aircraft;b.
    
    all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on an Aircraft or may be
installed in any other aircraft;c.
    
    all of the Grantors right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantors
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the Aircraft
Documents);d.
    
    all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;e.
    
    each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantors rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturers warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand,
 2




---



##### 



collect, receive and retain all rent and other sums which may from time to time become
payable under or in connection with any Assigned Lease;f.
    
    all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a Mortgage Supplement), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; andg.
    
    all proceeds, howsoever arising, of the foregoing.
    Successors and Assigns
  Severability
  Governing Law
  Further Assurances
  3




---



##### 



Notices
   
  th
 Security Trustee
  Execution in Counterparts
   4




---



##### 



GRANTOR:
    
    [_____]By:Name:Title:SECURITY TRUSTEE:
    
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security TrusteeBy:Name:Title:
 5




---



##### 



DEFINITIONS
             6




---



##### 



7




---



##### 



MORTGAGE COLLATERAL
 
 
 
 
 
 
 8




---



##### 



FAA LEASE SECURITY ASSIGNMENT  FIRST LIEN (MSN [___])
 Assignment Grantor Security Trustee Aircraft Mortgage ILFC FRBNY
 W I T N E S S E T H:
 WHEREAS First Lien Guarantee Agreement AIG Parent
Credit Agreement
 WHEREAS
 WHEREAS Assigned Leases
 NOW THEREFORE




---



##### 



The remainder of this page is intentionally blank
 2




---



##### 



IN WITNESS WHEREOF
 GRANTOR:[_____]By:Name:Title:SECURITY TRUSTEE:WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Security TrusteeBy:Name:Title:
 3




---



##### 



Schedule 1
  4




---



##### 



FAA LEASE SECURITY ASSIGNMENT  FIRST LIEN (MSN [  ])
 Assignment  Grantor Security Trustee Aircraft Mortgage ILFC Holdings Irish SPC California
SPC Irish Initial Intermediate Lessee French Initial Intermediate Lessee Labuan
Initial Intermediate Lessee
 W I T N E S S E T H:
 WHEREAS Borrowers Lender Credit Agreement
 WHEREAS
 WHEREAS Assigned Leases
 NOW THEREFORE




---



##### 



The remainder of this page is intentionally blank
 2




---



##### 



IN WITNESS WHEREOF
 GRANTOR:[]By:Name:Title:SECURITY TRUSTEE:WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Security TrusteeBy:Name:Title:
 
 3




---



##### 



Schedule 1
  4




---



##### 



FAA LEASE SECURITY ASSIGNMENT  THIRD LIEN (MSN [  ])
 Assignment  Grantor Security Trustee Aircraft Mortgage ILFC FRBNY
 W I T N E S S E T H:
 WHEREAS Third Lien Guarantee Agreement AIG Parent
Credit Agreement
 WHEREAS
 WHEREAS Assigned Leases
 NOW THEREFORE




---



##### 



The remainder of this page is intentionally blank
 2




---



##### 



IN WITNESS WHEREOF
 GRANTOR:[]By:Name:Title:SECURITY TRUSTEE:WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Security TrusteeBy:Name:Title:
 3




---



##### 



Schedule 1
  4




---



##### 



FAA LEASE SECURITY ASSIGNMENT  FOURTH LIEN (MSN [])
 Assignment  Grantor Security Trustee Aircraft Mortgage ILFC Holdings Irish SPC California
SPC Irish Initial Intermediate Lessee French Initial Intermediate Lessee Labuan
Initial Intermediate Lessee
 W I T N E S S E T H:
 WHEREAS AIG Funding Demand Note Agreements
 WHEREAS Amended and Restated Credit
Agreement
 WHEREAS
 WHEREAS Assigned Leases




---



##### 



NOW THEREFORE
   The remainder of this page is intentionally blank
 2




---



##### 



IN WITNESS WHEREOF
 GRANTOR:[]By:Name:Title:SECURITY TRUSTEE:WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Security TrusteeBy:Name:Title:
 3




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##### 



Schedule 1
  4




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##### 



From:
    
    [] (the Lessor)To:
    
    [] (the Lessee)
   Lease
  Senior Security Trustee Second Lien Security
Trustee Third Lien Security Trustee Fourth Lien Security Trustee Security Trustees Security Assignment




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##### 



By:Name:Title:
 2




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##### 



From:
    
    [LESSEE] (the Lessee)To:
    
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as First Lien
Security Trustee, Second Lien Security Trustee, Third Lien Security Trustee and
Fourth Lien Security Trustee[] (the Lessor)
   Assignment
Notice
 Lease
 Subject to (2) below, to comply with the provisions of the Assignment Notice.
 1.
    
    If any Security Trustee issues to us a notice (a Relevant Notice) that its rights
as assignee under the Security Assignment have become exercisable we agree that we shall
thereafter (a) perform, observe and comply with all our other undertakings and obligations
under the Lease in favor and for the benefit of such Security Trustee as if such Security
Trustee were named as lessor therein instead of the Lessor; and (b) if such Security Trustee
so requests and has succeeded to the interests of the Lessor under the Lease, enter into a
lease with such Security Trustee or its nominee, on the same terms (mutatis mutandis) as the
Lease, provided that (i) no such new lease shall have the effect of releasing the
Lessor from any of its obligations to us under the Lease, (ii) Lessee shall




---



##### 



not be responsible for any additional costs, expenses or charges, including but not limited
to increased withholding tax liability, which result from entering into such lease and (iii)
from and after the date of the Assignment Notice we shall make all payments under the Lease
as provided in the Assignment Notice or as such Security Trustee shall direct.
 2.
    
    If the Lessor is in breach of any of its obligations, express or implied, under the Lease, or
if any event occurs which would permit us to terminate, cancel or surrender the Lease we will,
without waiving any such breach or right after the 14-day period referenced below if such
breach has not been performed or a new lease has not been entered into, (a) promptly upon
becoming aware of it, give each of the Security Trustees notice of such breach or event, (b)
accept as adequate remedy for any such breach performance by any Security Trustee of such
obligations within 14 days of our written notice to the Security Trustees; and/or (c) if any
Security Trustee so requests and has succeeded to the interests of the Lessor under the Lease,
enter into a lease with such Security Trustee on terms identical to the Lease, mutatis
mutandis; provided, however, that Lessee shall not be responsible for any
additional costs, expenses or charges, including but not limited to increased withholding tax
liability, which result on the date hereof from entering into such lease.3.
    
    We agree that after issue by any Security Trustee of any Relevant Notice, we shall not
recognize the exercise by the Lessor of any of its rights and powers under the Lease unless
and until requested to do so by such Security Trustee.4.
    
    We agree that after receipt of a Relevant Notice the Security Trustees shall have the
benefits, rights and privileges of the net lease provisions of the Lease and agree that we are
bound by provisions as though the same were set out herein in full mutatis mutandis.5.
    
    No notice of assignment (other than the Assignment Notice) has been received by the Lessee
or, if the Lessee has received any notice of assignment, such notice has been terminated.6.
    
    This acknowledgment shall be governed by and construed in accordance with [New
York]/[English] law.
 
 By:Name:Title:
 2




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EXHIBIT C
 FORM OF ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption 1 Assignor 2 Assignee 3 4 Credit Agreement
 Assigned
Interest
 
 1
    
    For bracketed language here and elsewhere in
this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from
multiple Assignors, choose the second bracketed language.2
    
    For bracketed language here and elsewhere in
this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to
multiple Assignees, choose the second bracketed language.3
    
    Select as appropriate.4
    
    Include bracketed language if there are
either multiple Assignors or multiple Assignees.




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##### 



1.
    
    Assignor[s]:2.
    
    Assignee[s]:[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]3.
    
    Borrower: International Lease Finance Corporation4.
    
    Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement5.
    
    Credit Agreement: Credit Agreement, dated as of March 17, 2010, among International
Lease Finance Corporation, as Borrower, ILFC Ireland Limited and ILFC (Bermuda) III, Ltd., as
Intermediate Lessees, the Lenders identified therein, Bank of America, N.A., as Administrative
Agent, Bank of America, N.A., as Collateral Agent, and Goldman Sachs Lending Partners LLC, as
Syndication Agent6.
    
    Assigned Interest[s]:
 AggregateAmount ofCommitment/Loans
    
    
    Amount ofCommitment/Loans
    
    
    Percentage Assigned ofCommitment/
    
    
    CUSIPAssignor[s]5
    
    Assignee[s]6
    
    
    for all Lenders7
    
    
    Assigned
    
    
    Loans8
    
    
    Number$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 Trade Date  9
 
  
 5
    
    List each Assignor, as appropriate.6
    
    List each Assignee, as appropriate.7
    
    Amounts in this column and in the column
immediately to the right to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the
Effective Date.8
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.9
    
    To be completed if the Assignor
and the Assignee intend that the minimum assignment amount is to be determined
as of the Trade Date.




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##### 



ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: [Consented to and]10 Accepted:
BANK OF AMERICA, N.A., as Administrative AgentBy:Title:[Consented to
and]11
Accepted:INTERNATIONAL LEASE FINANCE CORPORATION, as BorrowerBy:Title: 
 10
    
    To be added only if the consent
of the Administrative Agent is required by the terms of the Credit Agreement.11
    
    To be added only if the consent
of the Borrower is required by the terms of the Credit Agreement.




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##### 



ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
   Representations and Warranties
 Assignor
 Assignee




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##### 



Payments
 General Provisions




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##### 



EXHIBIT D
 FORM OF BORROWER PARTY REQUEST AND ASSUMPTION AGREEMENT
 
  th
  Agreement Company Credit
Agreement
 Intermediate Lessee Owner Trust
   Jurisdiction of Organization
    
    Identification Number




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##### 



IN WITNESS WHEREOF
 [NAME OF INTERMEDIATE
LESSEE/OWNER TRUST]By:Name:Title: INTERNATIONAL LEASE FINANCE
CORPORATIONBy:Name:Title: Accepted and agreed:
BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral AgentBy:Name:Title:




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##### 



EXHIBIT E-1A
 FORM OF OPINION OF CLIFFORD CHANCE US LLP
 
   Company Credit
Agreement  ILFC
Ireland ILFC Bermuda Collateral Agent
   (a)
    
    Credit Agreement;(b)
    
    Aircraft Mortgage and Security Agreement (the Security Agreement) dated as of
, 2010 among the Company, ILFC Ireland, ILFC Bermuda, the additional grantors
party thereto and the Collateral Agent.
 US Obligor Obligor Transaction Document
   Priority Search Certificates




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##### 



NYUCC
   (i)
    
    all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes
tangible chattel paper within the meaning of Section 9-102 of the NYUCC and is located only
in the State of California and is in the possession of the Collateral Agent;
 (ii)
    
    the Collateral subject to the Lien of the Security Agreement exists, and each applicable
Obligor has rights in the applicable Collateral and has the power to transfer its respective
rights in the applicable Collateral;
 (iii)
    
    the descriptions of the Collateral contained in, or attached as schedules to, the Security
Agreement sufficiently describe the Collateral intended to be covered by the Security
Agreement;
 (iv)
    
    the Collateral does not include any cooperative interest or commercial tort claim (as
such terms are defined in Article 9 of the NYUCC);
 (v)
    
    except for the Cape Town Convention and the FAA Act, for purposes of Article 9 of the NY UCC,
no statute, regulation or treaty of the United States is applicable to any of the Collateral;
and
 - 4 -




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##### 



(vi)
    
    for purposes of the Cape Town Convention, the Company is deemed located in the United States,
ILFC Ireland is deemed located in Ireland, and that each of the United States and Ireland is a
Contracting State.
      Financing Statement
 CALUCC DCUCC
  Generally Applicable Law
 - 5 -




---



##### 



- 6 -




---



##### 



forum non conveniens
       et seq Bankruptcy Code
  - 7 -




---



##### 



- 8 -




---



##### 



- 9 -




---



##### 



UCC FINANCING STATEMENTS




---



##### 



SCHEDULE 1




---



##### 



EXHIBIT I
PRIORITY SEARCH CERTIFICATES
 - 2 -




---



##### 



EXHIBIT E-1B
 FORM OF OPINION OF IN-HOUSE COUNSEL TO THE BORROWER
  March 17, 2010 Schedule I
  Borrower Credit Agreement ILFC Ireland ILFC Bermuda Initial Intermediate Lessees Intermediate
Lessees Lenders Bank of America Administrative Agent Collateral Agent Goldman
Sachs Syndication Agent
    Note




---



##### 



Mortgage
 Borrowers Articles of
Incorporation
 Borrowers Bylaws
 Borrowers Resolutions
  Loan Document Loan Documents
     Applicable Laws
 - 2 -




---



##### 



Applicable Contracts Schedule II Governmental
Approval Governmental Authority
        - 3 -




---



##### 



Addressees
 Very truly yours,
Czar Vigil
Corporate Counsel - 4 -




---



##### 



Schedule I
 th
 
 
 - 5 -




---



##### 



Schedule II
                - 6 -




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##### 



- 7 -




---



##### 



- 8 -




---



##### 



EXHIBIT E-1C
 FORM OF OPINION OF A&L GOODBODY




---



##### 



Addressees
  ILFC Credit
Agreement Company Collateral Agent Credit Agreement Transaction
 1.
    
    We have examined copies of
 1.1.
    
    the agreements listed in Schedule 2 hereto (the Agreements);1.2.
    
    a contracting state search certificate (the Contracting State Certificate)
issued on 17 March 2010 in respect of Ireland describing the declarations made by
Ireland which is attached to this opinion as Exhibit I;1.3.
    
    priority search certificates (the Priority Search Certificates) issued on 10
March 2010 covering registrations describing the airframe and engines of each of the
Pool Aircraft which includes the registration of international interests in the
airframe and engines of each of the Pool Aircraft on the International Registry and
attached to this opinion as Exhibit II;1.4.
    
    a corporate certificate of the Company dated 17 March 2010 (the Certificate)
attaching:
 1.4.1.
    
    copies of the certificate of incorporation and memorandum and articles
of association of the Company;1.4.2.
    
    list of directors and secretary of the Company;1.4.3.
    
    a copy of the resolutions passed at the meeting of the board of directors of
the Company dated 17 March 2010;1.4.4.
    
    a copy of the power of attorney of the Company dated 17 March 2010; and1.4.5.
    
    a copy of the specimen signatures;
 and such other documents as we have considered necessary or desirable to examine in order
that we may give this opinion.




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##### 



B
 Terms defined in the Credit Agreement have the same meaning in this opinion letter. The
Security Agreement, insofar as it relates to the Pool Aircraft, is referred to herein as
the Cape Town Agreement.For the purpose of this opinion, the following terms shall have the following definitions.
The Conventionmeans the Convention on International Interests in Mobile Equipment signed
in Cape Town on 16 November 2001 and the Protocol to the Convention on Matters Specific to
Aircraft Equipment (Aviation Protocol) adopted by the Secretariats of International Civil
Aviation Organisation (ICAO) and the International Institute for the Unification of Private
Law (UNIDROIT), and adopted pursuant to Resolution No. 1 of the Final Act of the Diplomatic
Conference to adopt the Convention and the Aviation Protocol under the auspices of ICAO and
UNIDROIT at Cape Town from 29 October to 16 November 2001. The Convention and the Aviation
Protocol are read and interpreted together as a single document as required by Article 6(1)
of the Convention and reference to the Convention in this opinion includes the Aviation
Protocol. In this opinion, references are made to the Articles of the Consolidated Text
which is a combination of the Convention and the Aviation Protocol authorised and created
pursuant to Resolution No. 1 of the Diplomatic Conference to Adopt a Mobile Equipment
Convention and an Aircraft Protocol. References to Irish law include the Convention as
enacted into Irish law by the International Interests in Mobile Equipment (Cape Town
Convention) Act, 2005.Terms used in this opinion in respect of the Convention (whether or not capitalised) and
not otherwise defined in this opinion shall have the meanings given to such terms in the
Consolidated Text or the Regulations issued by the Supervisory Authority for the
International Registry pursuant to Article 27 of the Consolidated Text (the Regulations).2.
    
    For the purpose of giving this opinion we have assumed:
 2.1.
    
    the authenticity of all documents submitted to us as originals and the
completeness and conformity to the originals of all copies of documents of any kind
furnished to us;2.2.
    
    that the copies produced to us of minutes of meetings and/or of resolutions
are true copies and correctly record the proceedings of such meetings and/or the
subject-matter which they purport to record and that any meetings referred to in such
copies were duly convened and held and that all resolutions set out in such minutes
were duly passed and are in full force and effect;2.3.
    
    the genuineness of the signatures and seals on all original and copy
documents which we have examined;2.4.
    
    that the memorandum and articles of association of the Company attached to
the Certificate are correct and up to date;2.5.
    
    the accuracy and completeness as to factual matters of the representations,
warranties and certificates of the Company contained in the Certificate and the
accuracy of all certificates provided to us by the Company;2.6.
    
    that there are no agreements or arrangements in existence which in any way
amend or vary the terms of the Transaction as disclosed by the Agreements;
 2




---



##### 



B
 2.7.
    
    without having made any investigation that the terms of the Agreements are
lawful
and fully enforceable under the laws of the State of New York and any other
applicable laws other than the laws of Ireland and that the Security Agreement (as
defined in Schedule 2 hereto) creates valid and enforceable security interests in
accordance with its terms under the laws of the State of New York;2.8.
    
    the accuracy and completeness of all information appearing on public records;2.9.
    
    that the Company has entered into the Transaction in good faith, for its
legitimate business purposes, for good consideration, and that it derives commercial
benefit from the Transaction commensurate with the risks undertaken by it in the
Transactions; and2.10.
    
    in relation to the Cape Town Agreement:
 2.10.1.
    
    that the minimum technical requirements stipulated in the definition of
airframes and/or aircraft engines in the Convention and the Regulations
have been fulfilled;2.10.2.
    
    that the airframe and engines of the Pool Aircraft are correctly identified
and described by the manufacturers serial number, name of manufacturer and
the manufacturers model designation;2.10.3.
    
    that as a matter of the laws of the State of New York, the Cape Town
Agreement is a security agreement and constitutes an international interest
in respect of the Pool Aircraft within the meaning of the Convention;2.10.4.
    
    that, at the time of execution of the Cape Town Agreement, the Company was
situated in Ireland within the meaning of the Convention. In this regard we
note that the Company is incorporated in Ireland;2.10.5.
    
    no other agreements have been entered into including, without limitation, a
subordination agreement, which would constitute international interests or
determine the priority of interest of any of the parties; and2.10.6.
    
    that the Contracting State Certificate description of declarations made by
Ireland and the date on which each such declaration is recorded is accurate in
all respects.
 3.
    
    We express no opinion as to any matters falling to be determined other than under the laws of
Ireland and, without reference to provisions of other laws imported by Irish private
international law, in Ireland as of the date of this letter. Subject to that qualification
and to the other qualifications set out herein, we are of the opinion that:
 3.1.
    
    the Company is a company duly incorporated under the laws of Ireland and is a
separate legal entity, subject to suit in its own name. Based only on searches
carried out in the Irish Companies Registration Office and the Central Office of the
High Court on 16 March 2010, the Company is validly existing under the laws of Ireland
and no steps have been taken or are being taken to appoint a receiver, examiner or
liquidator over it or to wind it up;3.2.
    
    the Company has the necessary power and authority, and all necessary
corporate and other action has been taken, to enable it to execute, deliver and
perform the
 3




---



##### 



B
 obligations undertaken by it under the Agreements, and the implementation
by the Company of the foregoing will not cause:
 3.2.1.
    
    any limit on it or on its directors (whether imposed by the documents
constituting the Company or by statute or regulation) to be exceeded; or3.2.2.
    
    any law or order to be contravened;
 3.3.
    
    each of the Agreements has been duly executed on behalf of the Company;3.4.
    
    no authorisations, approvals, licences, exemptions or consents of
governmental or regulatory authorities with respect to the Agreements are required to
be obtained in Ireland;3.5.
    
    under the laws of Ireland in force at the date hereof, the claims of the
Collateral Agent against the Company under the Agreements will rank at least pari
passu with the claims of all other unsecured creditors, except claims which rank at
law as preferential claims in a winding up, examinership or receivership;3.6.
    
    it is not necessary or advisable under the laws of Ireland in order to ensure
the legality, validity, enforceability or priority of the obligations or rights of any
party to the Agreements, or the perfection or priority of any security interest
created under any Agreements, that any of the Agreements be filed, registered,
recorded, or notarised in any public office or elsewhere or that any other instrument
relating thereto be signed, delivered, filed, registered or recorded other than:
 3.6.1.
    
    the requirement to file particulars of the charges created pursuant to the
Security Agreement with the Irish Registrar of Companies within 21 days of
their execution; and3.6.2.
    
    in order to ensure the priority given to a registered interest pursuant to
Article 42 of the Consolidated Text, it is necessary that the international
interests constituted by the Cape Town Agreement be registered with the
International Registry in the order agreed by the relevant parties;
 3.7.
    
    the Company is not entitled to claim any immunity from suit, execution,
attachment or other legal process in Ireland;3.8.
    
    in any proceedings taken in Ireland for the enforcement of the Agreements,
the choice of the law of the State of New York as the governing law of the contractual
rights and obligations of the parties under the Agreements would be upheld by the
Irish Courts;3.9.
    
    in any proceedings taken in Ireland for the enforcement of a judgment
obtained against the Company in the courts of New York (a Foreign Judgment) the
Foreign Judgment should be recognised and enforced by the courts of Ireland save that
to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order
of the Irish courts. Such order should be granted on proper proof of the Foreign
Judgment without any re-trial or examination of the merits of the case subject to the
following qualifications:
 3.9.1.
    
    that the foreign court had jurisdiction, according to the laws of Ireland;
 4




---



##### 



B
 3.9.2.
    
    that the Foreign Judgment was not obtained by fraud;3.9.3.
    
    that the Foreign Judgment is not contrary to public policy or natural
justice as understood in Irish law;3.9.4.
    
    that the Foreign Judgment is final and conclusive;3.9.5.
    
    that the Foreign Judgment is for a definite sum of money; and3.9.6.
    
    that the procedural rules of the court giving the Foreign Judgment have been
observed.
 Any such order of the Irish courts may be expressed in a currency other than euro
in respect of the amount due and payable by the Company but such order may be
issued out of the Central Office of the Irish High Court expressed in euro by
reference to the official rate of exchange prevailing on the date of issue of such
order. However, in the event of a winding up of the Company, amounts claimed by
against the Company in a currency other than the euro (the Foreign Currency) would,
to the extent properly payable in the winding up, be paid if not in the Foreign
Currency in the euro equivalent of the amount due in the Foreign Currency converted
at the rate of exchange pertaining on the date of the commencement of such winding
up;3.10.
    
    it is not necessary under the laws of Ireland (a) in order to enable the
Collateral Agent to enforce its rights under the Agreements or (b) by reason of the
execution of the Agreements, that the Collateral Agent should be licensed, qualified
or otherwise entitled to carry on business in Ireland;3.11.
    
    the Agreements will not be liable to any ad valorem tax or duty,
registration tax, stamp duty or any similar tax or duty imposed by a competent
authority of or within Ireland;3.12.
    
    by reason only of the execution, delivery and performance of the Agreements
by the Collateral Agent, it shall not be deemed to be resident, domiciled or carrying
on a trade or business in Ireland;3.13.
    
    there is no applicable usury or interest limitation law in Ireland which
would restrict the recovery of payments in accordance with the Agreements;3.14.
    
    the Irish Courts will generally recognise the security interests created by
the Company pursuant to the Security Agreement in accordance with its terms, provided
that such interests or their enforcement are not illegal or contrary to public policy
as a matter of Irish law, that all Irish law formalities with regard to security
interests and their enforcement have been complied with and that the party creating
the security has absolute title, free from encumbrances and other third party rights,
to such assets;3.15.
    
    the International Interests in Mobile Equipment (Cape Town Convention) Act
2005 gave the force of law in Ireland to the Convention and Aviation Protocol;3.16.
    
    in order to ensure the priority given to a registered interest pursuant to
Article 42 of the Consolidated Text, it is necessary that the international interests
constituted by
 5




---



##### 



B
 the Cape Town Agreement should be registered in the order agreed by the
relevant parties with the International Registry;3.17.
    
    according to the Contracting State Certificate, Ireland is a Contracting
State and as a Contracting State has made the declarations under the Convention listed
in the Contracting State Certificate;3.18.
    
    based upon the Priority Search Certificates, the international interests in
respect of the airframe and engines of each of the Pool Aircraft created by the Cape
Town Agreement (collectively, the Cape Town Interests) have been duly registered on
the International Registry and, accordingly, are effective against third parties in
Ireland as a matter of Irish law subject in each case to the rights and interests
described in paragraph 4.19 below;3.19.
    
    each of the Cape Town Interests is entitled to the priorities, protections
and benefits of the Convention subject to the assumptions and qualifications set forth
herein; and3.20.
    
    no further registration in the International Registry of any of the Cape
Town Interests is required under the Convention in order to maintain the effectiveness
and priority thereof.
 4.
    
    The opinions set forth in this opinion letter are given subject to the following
qualifications:
 4.1.
    
    an order of specific performance or any other equitable remedy is a
discretionary remedy and is not available when damages are considered to be an
adequate remedy;4.2.
    
    this opinion is given subject to general provisions of Irish law relating to
insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court
scheme of arrangement, administration and examination, and the fraudulent preference
of creditors and other Irish law generally affecting the rights of creditors;4.3.
    
    this opinion is subject to the general laws relating to the limitation of
actions in Ireland;4.4.
    
    a determination, description, calculation, opinion or certificate of any
person as to any matter provided for in the Agreements might be held by the Irish
courts not to be final, conclusive or binding if it could be shown to have an
unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;4.5.
    
    additional interest imposed by any clause of any Agreement might be held to
constitute a penalty and the provisions of that clause imposing additional interest
would thus be held to be void. The fact that such provisions are held to be void
would not in itself prejudice the legality and enforceability of any other provisions
of the relevant Agreement but could restrict the amount recoverable by way of interest
under such Agreement;4.6.
    
    claims may be or become subject to defences of set-off or counter-claim;4.7.
    
    pursuant to section 1001 of the Taxes Consolidation Act, 1997, the Collateral
Agent may become liable to make certain payments to the Irish Revenue Commissioners
(the Revenue) by reason of having been granted a fixed charge on book debts of the
Company pursuant to any of the Security Agreement. Such liability would be
 6




---



##### 



B
 computed by
reference to (i) amounts of income tax deducted by the Company from the wages of its
employees and (ii) amounts of value added tax in each case owing
but not paid by the Company to the Revenue (Relevant Amounts). However, the
liability to pay to the Revenue amounts received by it from the Company will be
limited to amounts received after the Company shall have been notified in writing
by the Revenue that such Relevant Amounts are due (the Revenue Notice). Further,
if the Revenue have received, within 21 days of execution, prescribed details of
the charge created thereby by the Security Agreement the liability of the
Collateral Agent to discharge the Relevant Amounts will be limited to the Relevant
Amounts accruing after the date of the Revenue Notice;4.8.
    
    under Section 1002 of the Taxes Consolidation Act, 1997, any debt to a person
(including any deposit with a financial institution) may be attached by the Revenue
Commissioners in order to discharge any liabilities of that person in respect of
outstanding tax whether the liabilities are due on its own account or as an agent or
trustee. This right of the Revenue Commissioners (on which there is no case law) may
override the rights of the holders of security (whether fixed or floating) in relation
to the debt in question. Section 1002 could be relevant to the security created by the
Security Agreement;4.9.
    
    an Irish court has power to stay an action where it is shown that there is
some other forum having competent jurisdiction which is more appropriate for the trial
of the action, in which the case can be tried more suitably for the interests of all
the parties and the ends of justice, and where staying the action is not inconsistent
with Council Regulation 2001/44/EC on Jurisdiction and the Enforcement of Judgments;4.10.
    
    there is some possibility that depending on the actual course of dealing
between the parties to the Security Agreement, the fixed charges contained in the
Security Agreement may not be construed as fixed charges but as floating charges and
so become subject to prior claims of certain statutory preferential creditors;4.11.
    
    the enforceability of severance clauses is at the discretion of the court
and may not be enforceable in all circumstances;4.12.
    
    a waiver of all defences to any proceedings may not be enforceable;4.13.
    
    provisions in any of the Agreements providing for indemnification resulting
from loss suffered on conversion of the amount of a claim made in a foreign currency
into euro in a liquidation may not be enforceable;4.14.
    
    any undertakings contained in any of the Agreements by the Company in
respect of stamp duty may not be held to be binding on the Company;4.15.
    
    an Irish court may refuse to give effect to undertakings contained in any of the
Agreements that the Company will pay legal expenses and costs in respect of any action
before the Irish courts;4.16.
    
    we express no opinion as to the priority of any of the security created by
the Security Agreement or whether the property or assets comprised in such security is
owned by a Grantor, or whether such property or assets is or are now or may become
subject to any equities or subject to any rights or interests of any other person
ranking in priority to or free of such security or whether they could be transferred
to any other person free of any such security;
 7




---



##### 



B
 4.17.
    
    we express no opinion on any taxation matters other than as expressly set
out in
paragraph 3.11 or on the contractual terms of the relevant documents other than by
reference to the legal character thereof;4.18.
    
    the Convention and Aviation Protocol came into force on 1 March 2006. As
such, practice and procedure with respect to legal opinions on the interpretation or
applicability of the Convention and Aviation Protocol, and the registrations and
searches made pursuant thereto, are still developing. The opinions set forth herein
are based on our interpretation of the Convention and Aviation Protocol as at the date
hereof, without the benefit of any precedent or established custom and practice;4.19.
    
    the Convention provides that the rights and interests of the parties arising
from international interests will only be subject to:
 4.19.1.
    
    the rights and interests of persons evidenced on a Priority Search
Certificate as having a registration in relation to each aircraft object
that exists prior to the international interests constituted under the Cape
Town Agreement;4.19.2.
    
    the rights and interests of the Company in each aircraft object the
subject of the Cape Town Agreement pursuant to the Convention and the quiet
enjoyment provisions set out in any of the Leases;4.19.3.
    
    a pre-existing right or interest which enjoyed, under the applicable law
before the effective date of the Convention, a priority greater than that
international interest;4.19.4.
    
    non-consensual rights or interests included in those categories covered by
the declarations made by Ireland under the Convention, that under Irish law
have priority over an interest registered against an aircraft object; and4.19.5.
    
    the right of Ireland, or any State entity, intergovernmental organisation
or other private provider of public services described in the declarations
made by Ireland under the Convention, or of any Contracting State which may
move such a declaration in the future, to arrest or detain an aircraft object
under the laws of that Contracting State for payment of amounts owed to such
entity, organisation or provider directly relating to those services in
respect of that object or another aircraft object. Please note paragraph 4.20
in this regard;
 4.20.
    
    Ireland has made a declaration under Article 39 of the Convention wherein
Ireland declared that a non-consensual right or interest has priority over a
registered international interest and providing that nothing in the Convention and
Aviation Protocol affects the laws of Ireland in relation to the detention and sale of
an aircraft to discharge payments in respect of a public service provided by Irish
governmental and other service providers in relation to all aircraft (by way of
example, landing fees charged by an Irish airport); and4.21.
    
    Ireland has not made a declaration under Article XI of the Aviation Protocol
on remedies on insolvency and, as a result, Irish national law will apply to the
rights of the Collateral Agent under the Cape Town Agreement on the insolvency of the
Company.
 8




---



##### 



B
  9




---



##### 



B
   10




---



##### 



B
 SCHEDULE 1
 The Addressees
 th
 
 
 11




---



##### 



B
 SCHEDULE 2
 The Agreements
  1.
    
    The Credit Agreement.2.
    
    Aircraft Mortgage and Security Agreement among ILFC, the Company, ILFC Bermuda III, Ltd. and
the additional grantors referred to therein as grantors and the Collateral Agent as collateral
agent (the Security Agreement).
 12




---



##### 



B
 Exhibit I
 Contracting State Certificate
 13




---



##### 



B
 Exhibit II
 Priority Search Certificates
 14




---



##### 



EXHIBIT E-2
 FORM OF OPINION OF DAUGHERTY, FOWLER, PEREGRIN, HAUGHT & JENSON
 (For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)
    RE:
    
    One (1) _________ model
_________ (shown on the IR as _________model _________) aircraft bearing
manufacturers serial number ______ and
U.S. Registration No. N_________ (the Airframe) and two
(2) ____________
model _________ (shown on the IR
as _________ model ___)
aircraft engines bearing manufacturers serial numbers
_________ and
_________ (the Engines)




---



##### 



1.
    
    the Airframe and the Engines constitute Aircraft Objects based upon the Interim Updatable
List of Eligible Aircraft Objects compiled by the FAA;2.
    
    the Security Agreement is in due form for recordation by, and has been duly filed for
recordation with, the FAA pursuant to and in accordance with the Transportation Code;3.
    
    the Airframe is duly registered in the name of ILFC pursuant to and in accordance with the
Transportation Code;4.
    
    the owner of the Airframe for registration purposes at the FAA is ILFC and the Airframe and
the Engines are free and clear of liens and encumbrances of record at the FAA except as
created by:
 (a)
    
    the Lease, which has been assigned for security purposes to the
Collateral Agent by the Security Agreement; and,(b)
    
    the Security Agreement;




---



##### 



5.
    
    the Security Agreement creates a duly perfected first priority security interest, subject
to the rights of the parties under the Lease, in favor of the Collateral Agent, pursuant to
the Transportation Code, in the Airframe and the Engines, it being understood that no opinion
is rendered herein as to the validity, priority or enforceability of such security interest
under applicable local or foreign law, or as to recognition of the perfection of the security
interest as against third parties in any legal proceeding outside the United States;6.
    
    the rights of ILFC, as lessor, and ____________, as lessee, under the Lease, with respect
to the Airframe and the Engines, are perfected at the FAA;7.
    
    the Security Agreement creates a duly perfected assignment for security purposes in favor of
the Collateral Agent of all of the right, title and interest of ILFC in, to and under the
Lease (insofar as such assignment affects an interest covered by the recording system
established by the FAA pursuant to 49 U.S.C. Section 44107), it being understood that no
opinion is herein expressed as to the validity, priority or enforceability of such assignment
under local law or as to the recognition of the perfection of such assignment as against third
parties in any legal proceeding outside the United States;8.
    
    based upon the Priority Search Certificates dated __________ __, 2010 obtained from the IR,
copies of which are attached hereto as Schedule 2 and incorporated herein by reference:
 (a)
    
    the Airframe and the Engines are subject only to:
 (i)
    
    the CTT Lease Interest, which has been
assigned to the Collateral Agent by the CTT Security Assignment
Interest; and,(ii)
    
    the CTT Security Interest;
 (b)
    
    the CTT Lease Interest has been duly registered on the
IR and constitutes a first priority International Interest in the Airframe
and the Engines;




---



##### 



(c)
    
    the CTT Security Interest has been duly registered on
the IR and constitutes an International Interest in the Airframe and the
Engines; and,(d)
    
    the CTT Security Assignment Interest has been duly registered on the
IR as an Assignment of the CTT Lease Interest;
 9.
    
    the CTT Interests are entitled to the priorities, protections and benefits of
the CTT, subject to the statements on Exhibit A attached hereto;10.
    
    no further registration on the IR of the CTT Interests is required under the
CTT in order to maintain the effectiveness and priority thereof and no other
registration of the Airframe or filings other than filings with the FAA (which have
been duly effected) are necessary in order to:(a)
    
    maintain the registration of the Airframe in the name of ILFC; and,(b)
    
    maintain the lien and priority of:
 (i)
    
    the Lease, with respect to the Airframe and the
Engines;(ii)
    
    the Security Agreement, with respect to the
Airframe, the Engines and the Lease; and,11.
    
    no authorization, approval, consent, license or order of, or registration with, or the giving
of notice to, the FAA is required for the valid authorization, delivery and performance of the
Lease and the Security Agreement, except for such filings as are referred to above and the
prior filing of the Lease with the FAA.




---



##### 



Very truly yours,
Robert M. Peregrin
For the Firm




---



##### 



SCHEDULE 1




---



##### 



SCHEDULE 2




---



##### 



SCHEDULE 3
 Description of Lease




---



##### 



EXHIBIT A
 Assumptions and Limitations
           (a)
    
    ILFC qualifies as a citizen of the United States as defined in the Transportation
Code;




---



##### 



(b)
    
    the instruments described above are valid and enforceable under applicable
local law; and,(c)
    
    there are no documents with respect to the Airframe and the Engines which have been
filed for recordation with the FAA under the FAAs recording system but which have not yet
been listed in the available records of such system as having been so filed;
       1.
    
    the opinion relating to the registration of the Airframe with the FAA is issued only as to
its current eligibility for registration and not with respect to events which may occur in the
future which may affect the continued eligibility for registration;2.
    
    because the FAA does not maintain registration records for engines for nationality
purposes, we cannot independently verify the owner, make, model, or serial numbers of the
Engines;
 A-1




---



##### 



3.
    
    in rendering this opinion, we are subject to the accuracy of the FAA, its employees and
agents in the filing, indexing, cross-referencing, imaging and recording of instruments filed
with the FAA;4.
    
    no opinion is expressed herein as to laws other than the CTT and the Transportation Code;5.
    
    this opinion as to the status of the records of the FAA as to the Airframe covers only that
period of time during which the Airframe has been subject to United States Registration; and,6.
    
    since our examination was limited to records maintained by the FAA and the IR, our opinion:
 (a)
    
    in respect of rights derived from FAA filings, does not cover liens, claims or
encumbrances of which the parties have actual notice as contemplated by 49 U.S.C. §44108(a);(b)
    
    in respect of rights derived from FAA filings or registrations with the IR, does
not cover liens, claims or encumbrances which are perfected without the filing of notice
thereof with the FAA or the IR, including without limitation, federal tax liens, liens
arising under Section 1368(a) of Title 29 of the United States Code, liens arising under 49
U.S.C. §46304 and certain artisans liens;(c)
    
    does not cover liens perfected in foreign jurisdictions, except to the extent
applicable law would regulate their priority based on registration with the IR; and,(d)
    
    does not cover any rights to arrest or detain an airframe or an engine under any
applicable law.
 A-2




---



##### 



(EXISTING IR REGISTRATION)
 (For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)
 
   RE:
    
    One (1) ___ model
___ aircraft bearing manufacturers serial number
___ (the Airframe)
and two (2) ___ model ___ aircraft engines bearing manufacturers serial
numbers ___ and ___ (the Engines)
     1.
    
    the Airframe and the Engines constitute Aircraft Objects;2.
    
    based upon the Priority Search Certificates dated ___, 2010 obtained from the IR,
copies of which are attached hereto as Schedule 2 and incorporated herein by reference:
 (a)
    
    the Airframe and the Engines are subject only to:




---



##### 



(i)
    
    the Lease International Interest, which
has been assigned by the Security Assignment Interest; and,(ii)
    
    the Security Agreement International
Interest;
 (b)
    
    the Lease International Interest has been duly registered on the IR and
constitutes a first priority International Interest in the Airframe and the
Engines;(c)
    
    the Security Agreement International Interest has been duly registered
on the IR and constitutes an International Interest in the Airframe and the
Engines; and,(d)
    
    the Security Assignment Interest has been duly registered on the IR as
an assignment of the Lease International Interest;
 3.
    
    the CTT Interests are entitled to the priorities, protections and benefits of the CTT,
subject to the statements on Exhibit A attached hereto; and,4.
    
    no further registration on the IR of the CTT Interests is required under the CTT in order to
maintain the effectiveness and priority thereof.




---



##### 



Very truly yours,Robert M. PeregrinFor the Firm




---



##### 



SCHEDULE 1




---



##### 



SCHEDULE 2




---



##### 



SCHEDULE 3
 Description of Lease International Interest
  Description of Security Agreement International Interest
  Description of Security Assignment Interest
  Description of CTT Interests
  å3-1




---



##### 



EXHIBIT A
 Assumptions and Limitations
  1.
    
    the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;2.
    
    the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;3.
    
    the CTT Interests are effective to constitute an International Interest or an Assignment of
an International Interest subject to the CTT and registration on the IR;4.
    
    all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;5.
    
    all registrations on the IR pertaining to the Airframe and the Engines are valid, enforceable
and sufficient under the relevant applicable law or the CTT to create, effect or terminate the
rights and interests they purport to create, effect or terminate;6.
    
    there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates.
  (a)
    
    in respect of rights derived from registrations with the IR does not cover liens,
claims or encumbrances which are perfected without the filing of notice thereof;
 A-0




---



##### 



(b)
    
    does not cover liens perfected in foreign jurisdictions, except to the extent
applicable law would regulate their priority based on registration with the IR; and,(c)
    
    does not cover any rights to arrest or detain an airframe or an engine under any
applicable law.
 A-1




---



##### 



(MULTIPLE EXISTING IR REGISTRATIONS)
 (For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)
    RE:
    
    One (1) ___ model
___ aircraft bearing manufacturers serial number
___ (the Airframe)
and two (2) ___ model ___ aircraft engines bearing manufacturers serial
numbers ___ and ___ (the Engines)
     1.
    
    the Airframe and the Engines constitute Aircraft Objects;2.
    
    based upon the Priority Search Certificates dated
_________ ___, 2010 obtained from the IR,
copies of which are attached hereto as Schedule 2 and incorporated herein by reference:




---



##### 



(a)
    
    the Airframe and the Engines are subject only to:
 (i)
    
    the Head Lease International Interest,
which has been assigned by the Head Lease Security Assignment
Interest;(ii)
    
    the Sublease International Interest,
which has been assigned by the Sublease Security Assignment
Interest; and,(iii)
    
    the Security Agreement International Interest;
 (b)
    
    the Head Lease International Interest has been duly registered on the
IR and constitutes a first priority International Interest in the Airframe and the
Engines;(c)
    
    the Sublease International Interest has been duly registered on the IR
and constitutes an International Interest in the Airframe and the Engines;(d)
    
    the Security Agreement International Interest has been duly registered
on the IR and constitutes an International Interest in the Airframe and the
Engines;(e)
    
    the Head Lease Security Assignment Interest has been duly registered on
the IR as an assignment of the Head Lease International Interest; and,(f)
    
    the Sublease Security Assignment Interest has been duly registered on
the IR as an assignment of the Sublease International Interest;
 3.
    
    the CTT Interests are entitled to the priorities, protections and benefits of the CTT,
subject to the statements on Exhibit A attached hereto; and,4.
    
    no further registration on the IR of the CTT Interests is required under the CTT in order to
maintain the effectiveness and priority thereof.




---



##### 



Very truly yours,Robert M. PeregrinFor the Firm




---



##### 



SCHEDULE 1




---



##### 



SCHEDULE 2




---



##### 



SCHEDULE 3
 Description of Head Lease International Interest
 
 Description of Sublease International Interest
 
 Description of Security Agreement International Interest
 
 Description of Head Lease Security Assignment Interest
 
 Description of Sublease Security Assignment Interest
 
 å3-1




---



##### 



Description of CTT Interests
  å3-2




---



##### 



EXHIBIT A
 Assumptions and Limitations
  1.
    
    the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;2.
    
    the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;3.
    
    the CTT Interests are effective to constitute an International Interest or an Assignment of
an International Interest subject to the CTT and registration on the IR;4.
    
    all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;5.
    
    any registrations on the IR pertaining to the Airframe and the Engines are valid, enforceable
and sufficient under the relevant applicable law or the CTT to create, effect or terminate the
rights and interests they purport to create, effect or terminate;6.
    
    there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates.
  (a)
    
    in respect of rights derived from registrations with the IR does not cover liens,
claims or
encumbrances which are perfected without the filing of notice thereof;
 A-0




---



##### 



(b)
    
    does not cover liens perfected in foreign jurisdictions, except to the extent
applicable law would regulate their priority based on registration with the IR; and,(c)
    
    does not cover any rights to arrest or detain an airframe or an engine under any
applicable
law.
 A-1




---



##### 



(NO EXISTING IR REGISTRATIONS)
 (For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)
 
   RE:
    
    One (1) ___ model
___ aircraft bearing manufacturers serial number
___ (the Airframe)
and two (2)
 model ___ aircraft engines bearing manufacturers serial
numbers ___ and ___ (the Engines)
     1.
    
    the Airframe and the Engines constitute Aircraft Objects;2.
    
    based upon the Priority Search Certificates dated  ___, 2010 obtained from the IR,
copies of which are attached hereto as Schedule 2 and incorporated herein by reference:




---



##### 



(a)
    
    the Airframe and the Engines are subject only to the Security Agreement
International Interest;(b)
    
    the Security Agreement International Interest has been duly registered
on the IR and constitutes a first priority International Interest in the Airframe
and the Engines;
 3.
    
    the Security Agreement International Interest is entitled to the priorities, protections and
benefits of the CTT, subject to the statements on Exhibit A attached hereto; and,4.
    
    no further registration on the IR of the Security Agreement International Interest is
required under the CTT in order to maintain the effectiveness and priority thereof.
   Very truly yours,
Robert M. Peregrin
For the Firm




---



##### 



SCHEDULE 1




---



##### 



SCHEDULE 2




---



##### 



SCHEDULE 3
 Description of Security Agreement International Interest




---



##### 



EXHIBIT A
 Assumptions and Limitations
  1.
    
    the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;2.
    
    the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;3.
    
    the Security Agreement International Interest is effective to constitute an International
Interest subject to the CTT and registration on the IR;4.
    
    all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;5.
    
    all registrations on the IR pertaining to the Airframe and the Engines are valid, enforceable
and sufficient under the relevant applicable law or the CTT to create, effect or terminate the
rights and interests they purport to create, effect or terminate;6.
    
    there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates.
  (a)
    
    in respect of rights derived from registrations with the IR does not cover liens,
claims or
encumbrances which are perfected without the filing of notice thereof;
 A-0




---



##### 



(b)
    
    does not cover liens perfected in foreign jurisdictions, except
to the extent
applicable law would regulate their priority based on
registration with the IR; and,
 (c)
    
    does not cover any rights to arrest or detain an airframe or an engine under any
applicable
law.




---



##### 



EXHIBIT F
 FORM OF NOTE
 
 Borrower   Lender Agreement




---



##### 



INTERNATIONAL LEASE FINANCE 
CORPORATIONBy:Name:Title: A-2




---



##### 





| |  |  |  | 
| |  |  |  | 

LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Principal
    
    
    OutstandingEnd of Interest
    
    
    or Interest Paid
    
    
    Principal BalanceDate
    
    Amount of Loan Made
    
    
    Period
    
    
    This Date
    
    
    This Date
    
    
    Notation Made By
 A-3




---



##### 



EXHIBIT G
  ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 FAX ALONG WITH COMMITMENT LETTER TO: Carla Ruiz-NeyFAX #704.264.2472I. Borrower Name: International Lease Finance Company
 
 II. Legal Name of Lender of Record for Signature Page:
 
    
    Signing Credit Agreement      YES      NO
    
    Coming in via Assignment      YES      NO
 III. Type of Lender:
 (Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund,
Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other  please specify)
 IV. Domestic Address:
    
    V. Eurodollar Address:
 VI. Contact Information :
 Syndicate level information (which may contain material non-public information about the
Borrower and its related parties or their respective securities will be made available to the
Credit Contact(s). The Credit Contacts identified must be able to receive such information in
accordance with his/her institutions compliance procedures and applicable laws, including Federal
and State securities laws.
 Primary
    
    SecondaryCredit Contact
    
    Operations Contact
    
    Operations ContactName:Title:Address:Telephone:Facsimile:E Mail Address:IntraLinks E Mail 
Address:




---



##### 



ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 Letter of Credit
    
    Draft DocumentationContact
    
    Contact
    
    Legal CounselName:Title:Address:Telephone:Facsimile:E Mail Address:
 VII. Lenders Standby Letter of Credit, Commercial Letter of Credit, and Bankers Acceptance Fed
Wire Payment Instructions (if applicable):
  
 
 
 
 VIII. Lenders Fed Wire Payment Instructions:
  (Bank Name)(ABA#)
    
    (City/State)(Account #)
    
    (Account Name)(Attention)
 IX. Organizational Structure and Tax Status
 
 
 2




---



##### 



ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 Please refer to the enclosed withholding tax instructions below and then complete this section
accordingly:
 Lender Taxpayer Identification Number (TIN):
  W-9
 W-8BEN
 W-8ECI
 W-8EXP
 W-8IMY
 Tax ContactName:Title:Address:Telephone:Facsimile:E Mail Address:
    An original tax form must be submitted.
  
 
 3




---



##### 



ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
  Original tax form(s) must be
submitted
  Please be advised
that we require an original form W-9
 Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax
form for your institution must be completed and returned on or prior to the date on which your
institution becomes a lender under the Credit Agreement. Failure to provide the proper tax form
when requested will subject your institution to U.S. tax withholding.
  X. Bank of America Payment Instructions:
 Pay to:
    
    Bank of America, N.A.
ABA # 026009593
New York, NY
Acct. # 001292000883
Attn: Large Corporate Loans, Credit Services
Ref: International Lease Finance Company
 
 
 4




---



##### 



EXHIBIT H
 FORM OF INTERCREDITOR AGREEMENT
 INTERCREDITOR AGREEMENT Agreement INTERNATIONAL LEASE FINANCE CORPORATION Company BANK OF
AMERICA, N.A. Bank of America
 WHEREAS Initial Intermediate Lessees Senior Loan
Agreement
 WHEREAS Senior Security Agreement Senior Loan Documents
 WHEREAS
 WHEREAS
 NOW THEREFORE
 Definitions
 Agreement
 Assigned Document




---



##### 



Case
 Collateral
 Company
 Control Controlling Controlled
 Default
 Event of Default
 GAAP
 Governmental Authority
 Grantor
 Insolvency Event
 Intercreditor Confirmation
  2




---



##### 



Junior Event of Default
 Junior Lenders
 Junior Lien
 Junior Lien Debt provided
 provided
   3




---



##### 



Junior Lien Designation
 Junior Lien Documents
 Junior Lien Obligations
 Junior Lien Representative
 Junior Lien Supplement
 Junior Secured Obligations
 Junior Secured Parties
 Laws
 Lenders
 Lien
 4




---



##### 



Person
 Pool Aircraft
 Secured Debt
 Secured Debt Representatives
 Senior Administrative Agent
 Senior Agent
 Senior Collateral Agent
 Senior Documents
 Senior Obligations
 Senior Lenders
 Senior Loan Agreement
 Senior Loan Documents
 Senior Loan Maturity Date
 Senior Loans
 Senior Secured Obligations
 Senior Secured Parties
 5




---



##### 



Senior Security Agreement
 Series of Junior Lien Debt
 subsidiary parent
 Subsidiary
 Transferee
 UCC provided however
  Relative Priorities
 6




---



##### 



Priority of Payments
 first
 second
 third
 Prohibition on Contesting Liens Agreement of Company Fillings and Registrations
  7




---



##### 



Restriction on Remedies, Subordinated Mortgage, Etc.
   8




---



##### 



9




---



##### 



Standstill Period provided however provided further
 Terms of Subordination
  10




---



##### 



11




---



##### 



Amendments
 Negative Covenants of Junior Secured Parties
 Transferee
 12




---



##### 



Miscellaneous
 Submission to Jurisdiction; Venue
   13




---



##### 



WAIVER OF JURY TRIAL
 GOVERNING LAW
 Notices and Communications
   
  th
 14




---



##### 



Waiver of Marshalling and Similar Rights; Waiver Under UCC
  Enforcement
 Obligations Not Affected
    15




---



##### 



Benefit of Agreement
 Complete Agreement
 Further Assurances
 Counterparts; Integration; Effectiveness
 Severability .
 16




---



##### 



Senior Collateral Agent .
 [Remainder of Page Intentionally Left Blank]
 17




---



##### 



BANK OF AMERICA, N.A., as
Senior Collateral AgentBy:Name:Title: INTERNATIONAL LEASE FINANCE CORPORATIONBy:Name:Title: 18




---



##### 



Exhibit A
  Intercreditor Agreement ILFC
 specify title
 Additional Secured Debt
   
 
 
 
 describe applicable indenture, credit agreement or other document governing the additional
secured debt




---



##### 



[Signature Page Follows]
 2




---



##### 



INTERNATIONAL LEASE FINANCE CORPORATIONBy:Name:Title: Acknowledged:
BANK OF AMERICA, N.A.,
as Senior Collateral AgentBy:Name:Title: 3




---



##### 



Exhibit B
  Intercreditor Agreement ILFC
 Joinder   New
Representative describe applicable
indenture, credit agreement or other document governing the additional secured debt
 Lien Sharing and Priority Confirmation
    Representation and Warranty




---



##### 



Governing Law and Miscellaneous Provisions
 [Signature Page Follows]
 2




---



##### 



[Insert name of New Representative]By:Name:Title: Acknowledged and Agreed:
BANK OF AMERICA, N.A.,
as Senior Collateral AgentBy:Name:Title: 3




---



##### 



EXHIBIT I
 FORM OF LTV CERTIFICATE
INTERNATIONAL LEASE FINANCE CORPORATION
 LTV CERTIFICATE
 
 Credit Agreement Borrower Intermediate Lessees
  (i)
    
    The LTV Determination Date is  , 20;(ii)
    
    The aggregate outstanding principal amount of the Loans as of such LTV
Determination Date is $[]. For the avoidance of doubt, any payment
or prepayment of the Loans on or before such LTV Determination Date has been taken into
account;(iii)
    
    The aggregate Appraised Value of all Pool Aircraft included in the Designated
Pool as of such LTV Determination Date is $[];(iv)
    
    The ratio of (ii) to (iii) is  (the Loan-to-Value Ratio);(v)
    
    The Loan-to-Value Ratio [does] [does not] exceed 63%;(vi)
    
    [The Borrower will, within three Business Days following the delivery of this
LTV Certificate, prepay [all of the Loans][a portion of the Loans in the amount of
$[];](vii)
    
    [The Borrower [has added][will, within [45][120] days following the delivery
of this LTV Certificate, add] the following Non-Pool Aircraft to the Designated Pool:
;] and




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(viii)
    
    Set forth on Annex I attached hereto is a complete list of all Pool Aircraft
comprising the Designated Pool as of such LTV Determination Date (which list shall
replace Schedule 3.17(a) hereto upon delivery of this LTV Certificate), together with
three Appraisals, each conducted by a Qualified Appraiser, of any Aircraft added (or
being proposed to be added pursuant to an LTV Cure) to the Designated Pool since the
immediately preceding LTV Determination Date.
  By:Name:Title: 2




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ANNEX I
  3




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ANNEX 1
 PROHIBITED COUNTRIES