Exhibit 10.1




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##### 



Clause
    
    
    
    PageARTICLE I DEFINITIONS
    
    
    5Section 1.01.
    
    Definitions
    
    
    5Section 1.02.
    
    Construction and Usage
    
    
    21ARTICLE II SECURITY
    
    
    22Section 2.01.
    
    Grant of Security
    
    
    22Section 2.02.
    
    Security for Obligations
    
    
    24Section 2.03.
    
    Representations and Warranties of the Grantors
    
    
    24Section 2.04.
    
    Grantors Remain Liable
    
    
    26Section 2.05.
    
    Delivery of Collateral
    
    
    26Section 2.06.
    
    As to the Assigned Documents
    
    
    27Section 2.07.
    
    As to Beneficial Interest Collateral
    
    
    29Section 2.08.
    
    Further Assurances
    
    
    30Section 2.09.
    
    Place of Perfection; Records
    
    
    32Section 2.10.
    
    Voting Rights; Dividends; Etc
    
    
    32Section 2.11.
    
    Transfers and Other Liens; Additional Shares or Interests
    
    
    33Section 2.12.
    
    Security Trustee Appointed Attorney-in-Fact
    
    
    33Section 2.13.
    
    Security Trustee May Perform
    
    
    33Section 2.14.
    
    Covenant to Pay
    
    
    33Section 2.15.
    
    Delivery of Collateral Supplements
    
    
    34Section 2.16.
    
    Operational Covenants
    
    
    34Section 2.17.
    
    Insurance
    
    
    35Section 2.18.
    
    Changes to the Designated Pool; Intermediate Lessees; Owner Trusts and SPCs
    
    
    35Section 2.19.
    
    Protection of Security Interest of the Security Trustee
    
    
    39Section 2.20.
    
    Change of Name, etc
    
    
    40Section 2.21.
    
    Ownership, Operation and Leasing of Pool Aircraft
    
    
    40Section 2.22.
    
    Limitation on Disposition of Aircraft
    
    
    41Section 2.23.
    
    Representations Regarding Operation
    
    
    41Section 2.24.
    
    Compliance with Laws, Etc
    
    
    41Section 2.25.
    
    Information
    
    
    41




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##### 



ARTICLE III REMEDIES
    
    
    42Section 3.01.
    
    Remedies
    
    
    42Section 3.02.
    
    Priority of Payments
    
    
    43Section 3.03.
    
    Action on Instructions
    
    
    43ARTICLE IV SECURITY INTEREST ABSOLUTE
    
    
    43Section 4.01.
    
    Security Interest Absolute
    
    
    43ARTICLE V THE SECURITY TRUSTEE
    
    
    44Section 5.01.
    
    Authorization and Action
    
    
    44Section 5.02.
    
    Representations or Warranties
    
    
    45Section 5.03.
    
    Reliance; Agents; Advice of Counsel
    
    
    45Section 5.04.
    
    Cape Town Convention
    
    
    47Section 5.05.
    
    No Individual Liability
    
    
    47ARTICLE VI SUCCESSOR SECURITY TRUSTEE
    
    
    47Section 6.01.
    
    Resignation and Removal of the Security Trustee
    
    
    47Section 6.02.
    
    Appointment of Successor
    
    
    47ARTICLE VII INDEMNITY AND EXPENSES
    
    
    48Section 7.01.
    
    Indemnity
    
    
    48Section 7.02.
    
    Secured Parties Indemnity
    
    
    49Section 7.03.
    
    No Compensation from Secured Parties
    
    
    50Section 7.04.
    
    Security Trustee Fees
    
    
    50ARTICLE VIII GUARANTY
    
    
    50Section 8.01.
    
    Guaranty
    
    
    50Section 8.02.
    
    Contribution
    
    
    50Section 8.03.
    
    Guaranty Absolute
    
    
    50Section 8.04.
    
    Waiver and Acknowledgments
    
    
    53Section 8.05.
    
    Subrogation
    
    
    54Section 8.06.
    
    No Waiver; Remedies
    
    
    55Section 8.07.
    
    Continuing Guaranty
    
    
    55Section 8.08.
    
    Subordination of Certain Intercompany Indebtedness
    
    
    56Section 8.09.
    
    Limit of Liability
    
    
    56ARTICLE IX MISCELLANEOUS
    
    
    56Section 9.01.
    
    Amendments; Waivers; Etc
    
    
    56Section 9.02.
    
    Addresses for Notices
    
    
    57Section 9.03.
    
    No Waiver; Remedies
    
    
    57




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##### 



Section 9.04.
    
    Severability
    
    
    58Section 9.05.
    
    Continuing Security Interest; Assignments
    
    
    58Section 9.06.
    
    Release and Termination
    
    
    58Section 9.07.
    
    Currency Conversion
    
    
    58Section 9.08.
    
    Governing Law
    
    
    59Section 9.09.
    
    Jurisdiction; Consent to Service of Process
    
    
    59Section 9.10.
    
    Counterparts
    
    
    60Section 9.11.
    
    Table of Contents, Headings, Etc
    
    
    60Section 9.12.
    
    Non-Invasive Provisions
    
    
    60Section 9.13.
    
    Limited Recourse
    
    
    61
  Schedule I
    
    Designated Pool: List of 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
    
    InsuranceSchedule VI
    
    LeasesEXHIBITSExhibit A-1
    
    Form of Collateral SupplementExhibit A-2
    
    Form of Grantor SupplementExhibit B
    
    Form of Consent and AgreementExhibit C
    
    Form of FAA Aircraft MortgageExhibit D
    
    Form of FAA Aircraft Mortgage and Lease Security AssignmentExhibit E
    
    Form of FAA Lease Security AssignmentExhibit F-1
    
    Form of Lessee NoticeExhibit F-2
    
    Form of Lessee AcknowledgmentExhibit G
    
    Form of Intercreditor AgreementExhibit H
    
    Form of Grantor Request and Assumption AgreementExhibit I
    
    Form of Account Control Agreement




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##### 



THIS AIRCRAFT MORTGAGE AND SECURITY AGREEMENT AND GUARANTY Agreement INTERNATIONAL LEASE FINANCE CORPORATION ILFC ILFC IRELAND LIMITED ILFC (BERMUDA) III, LTD. Initial Intermediate Lessees ADDITIONAL GRANTORS Grantors WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION Wells Fargo Security
Trustee
  Issuer Trustee Indenture Notes
 Securities
    NOW THEREFORE
 - 4 -




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##### 



ARTICLE I
  Definitions
 Account Collateral
 Account Control Agreement
 Acquisition Agreement
 Additional Grantor
 Agreed Currency
 Agreement
 Aircraft Assets
 Aircraft Collateral
 Aircraft Documents
 Aircraft Objects
 Aircraft Purchase Collateral
 Airframe
 - 5 -




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Appraisal
 Appraised Value
 Assigned Agreement Collateral
 Assigned Agreements
 Assigned Documents
 Assigned Leases
 Average Age
 Base Value
 Beneficial Interest Collateral
 Cape Town Convention
 Cape Town Lease
 - 6 -




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Cape Town Lessee
 Cash Collateral Account
 Certificated Security
 Chattel Paper Original
 Collateral Supplement
 Collateral
 Convention
 Debtor Relief Laws
 Debt-to-Collateral Value Ratio
 Designated Pool
 Effective Date
 Eligible Institution
 - 7 -




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Eligible Lease
 Engine
 Equity Interests
 Event of Default
 Event of Loss
 - 8 -




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##### 



Excluded Property
 Existing Security Agreement
 Express Perfection Requirements provided however that
 - 9 -




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provided that provided further that provided further that
 FAA
 FAA Act et seq
 FAA Aircraft Mortgage and Lease Security Assignment
 FAA Aircraft Mortgage
 FAA Lease Security Assignment
 GAAP
 Government Security
 Governmental Authority
 - 10 -




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##### 



Grantor Request and Assumption Agreement
 Grantor Supplement
 Grantors
 Guaranteed Obligations
 Guarantor Party
 ILFC
 Initial Intermediate Lessees
 Instrument
 Insurances
 Intercreditor Agreement
 Intermediate Lease
 Intermediate Lease Notice
 Intermediate Lessee
 - 11 -




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##### 



International Registry
 Ireland
 Issuer
 Junior Lien provided that
 (a)
    
    on or before the date on which such indebtedness is incurred by the borrower
thereunder, such indebtedness is designated by ILFC, in an officers certificate
delivered to the Trustee as Junior Lien Debt for the purposes of the Indenture and
the Security Documents, which officers certificate shall confirm that the requirements
in this definition of Junior Liens have been satisfied;(b)
    
    such indebtedness is governed by an indenture, credit agreement or other
agreement that includes an acknowledgment of the Intercreditor Agreement and does not
include any covenants of ILFC and the Guarantors that are more restrictive than the
covenants of ILFC and the Guarantors as set forth in the Indenture;(c)
    
    the representative for such indebtedness secured by Junior Liens has executed
and delivered to the Security Trustee an Intercreditor Agreement (or a supplement
thereto); and(d)
    
    all requirements set forth in the Intercreditor Agreement as to the
confirmation, grant or perfection of the Junior Lien to secure such indebtedness in
respect thereof are satisfied.
 Junior Lien Debt
 Junior Lien Obligations
 Junior Lien Representative
 - 12 -




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Laws
 Lease Assignment Documents
 Lease Collateral
 Lease
 Leasing Company Practice
 Lessee Acknowledgment
 Lessee Notice
 Lien
 - 13 -




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##### 



Local Requirements Exception
 Maintenance Rent
 Non-Pool Aircraft
 Other Aircraft Types
 Own
 Owner Trust
 Owner Trust Notice
 Parts
 Paydown Agreement
 - 14 -




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##### 



Permitted Liens
 (a)
    
    any Lien for Taxes if (i) such Taxes shall not be due and payable, or (ii) such
Taxes are being disputed in good faith or contested in good faith by appropriate
proceedings and reserves required by GAAP have been made therefor;(b)
    
    any Lien in respect of any Pool Aircraft for any fees or charges of any
airport, air navigation or similar authority arising by statute or operation of law if
(i) the payments for such fees or charges are not yet due or payable or (ii) such fees
or charges are being disputed in good faith or contested in good faith by appropriate
proceedings and reserves required by GAAP have been made therefor;(c)
    
    in respect of any Pool Aircraft, any repairers, carriers or hangar keepers,
warehousemens, mechanics or materialmens Lien or employee and other like Liens
arising in the ordinary course of business by operation of law or under customary terms
of repair or modification agreements or any engine or parts-pooling arrangements or
other similar Liens if the payment for such Liens (i) is not due and payable or (ii) is
not overdue for payment having regard to the relevant trade, in circumstances where no
enforcement action against the Aircraft has yet been taken by the relevant holder of
the Lien or (iii) is disputed in good faith or contested in good faith by appropriate
proceedings and reserves in accordance with GAAP have been made therefor;(d)
    
    any Lien assigned to or created in favor of the Security Trustee, for the
benefit of the Secured Parties (as defined in this Agreement) pursuant to this
Agreement or other Security Documents (including any Permitted Refinancing Debt) and
any Lien agreed to be released by the Existing Security Trustees under and as defined
in the Paydown Agreement;(e)
    
    any Lien affecting any Pool Aircraft (other than a Lien for Taxes) arising out
of judgments or awards against any of the Grantors with respect to which at the time
the period to file an appeal has not expired or an appeal is being presented in good
faith and with respect to which within sixty (60) days thereafter there shall have been
secured a stay of execution pending such appeal, and then only for the period of such
stay, and reserves required in accordance with GAAP have been made therefor;(f)
    
    any permitted lien or encumbrance, as defined under any lease of an Aircraft
(other than Liens or encumbrances created by a Grantor except as described in this
definition);(g)
    
    the respective rights of a Grantor and the lessee or any third party that owns
or leases equipment installed on an Aircraft under any lease relating to a Pool
Aircraft, including any assignment of the relevant warranties relating to a Pool
Aircraft (including restrictions on the Grantors right to grant a lien on or to
 - 15 -




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##### 



transfer the applicable Lease or Pool Aircraft) (and the rights of any sublessee
under any permitted sublease relating to such lease) and the documents related
thereto;(h)
    
    the rights of insurers meeting the requirements of Section 2.17 of this
Agreement in respect of a Pool Aircraft, subject to insurance policies having been
entered into in the ordinary course of business and according to commercially
reasonable terms;(i)
    
    the interests of a voting or owner trustee, as applicable, or of an
Intermediate Lessee in connection with the relevant Intermediate Lessee;(j)
    
    any Lien bonded against by any Grantor, any Lessee, or other similar third
party security (which does not itself result in a Lien on a Pool Aircraft or any part
thereof);(k)
    
    pledges of non-Aircraft Assets or deposits required under a Lease to secure
payment obligations of the applicable Grantor under that Lease;(l)
    
    any Lease entered into prior to the Effective Date;(m)
    
    any Eligible Lease;(n)
    
    any Lien resulting directly from any Third Party Event, but only for so long as
the Issuer and the applicable Grantor are complying with the requirements of the
proviso to the last paragraph of Section 2.16(a) of this Agreement;(o)
    
    any head lease, lease, conditional sale agreement or purchase option granted by
a lessor or owner as to the purchase of the related Pool Aircraft under or in respect
of any Lease (including to an Affiliate of the Lessee) existing on the date of
acquisition of such Pool Aircraft by the Issuer or thereafter granted in accordance
with Leasing Company Practice; and(p)
    
    any Junior Lien securing Junior Lien Obligations.
 Permitted Refinancing Debt
 (a)
    
    the net proceeds of which are used to concurrently repay, redeem, refinance or
otherwise retire obligations under the Notes, Additional Securities or any Permitted
Refinancing Debt; and(b)
    
    (i) on or before the date on which such indebtedness is incurred by the Issuer,
such indebtedness is designated by the Issuer, in an officers certificate delivered to
the Trustee as Permitted Refinancing Debt for the purposes of the Indenture and the
Security Documents, which officers certificate shall confirm that the requirements in
this definition of Permitted Refinancing Debt have been satisfied; (ii) such
indebtedness ranks pari passuwith the Securities; (iii) the
 - 16 -




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##### 



representative for such indebtedness secured by Permitted Refinancing Debt has
executed and delivered to the Security Trustee a supplemental Indenture; and
(iv) all requirements set forth in the Indenture as to the confirmation, grant or
perfection of the Permitted Refinancing Debt to secure such indebtedness in respect
thereof are satisfied.
 Pledged Beneficial Interest
 Pool Aircraft
 Pool Specifications
 (a)
    
    the aggregate Appraised Value of a single type of Widebody Aircraft at such
time shall not exceed 50% of the aggregate Appraised Value of all Pool Aircraft;(b)
    
    the aggregate Appraised Value of all Widebody Aircraft shall not exceed 65% of
the aggregate Appraised Value of all Pool Aircraft;(c)
    
    the aggregate Appraised Value of all Preferred Aircraft Types shall be at least
50% of the aggregate Appraised Value of all Pool Aircraft;(d)
    
    the aggregate Appraised Value of all Pool Aircraft that are of a single Other
Aircraft Type shall not exceed 20% of the aggregate Appraised Value of all Pool
Aircraft;(e)
    
    the aggregate Appraised Value of all Pool Aircraft leased to a single Lessee
shall not exceed 30% of the aggregate Appraised Value of all Pool Aircraft (excluding
any Pool Aircraft leased to a Lessee that results from the merger of two or more
Lessees, if the affected Lease of such Pool Aircraft was included in the Collateral
prior to such merger);(f)
    
    the aggregate Appraised Value of all Pool Aircraft leased to Lessees based or
domiciled in any single country shall not exceed 50% of the aggregate Appraised Value
of all Pool Aircraft; and(g)
    
    the Average Age of the Pool Aircraft does not exceed the age that is equal to
the sum of (x) the Average Age on the Effective Date, plus (y) the amount of time
elapsed since the Effective Date plus (z) 6 months.
 Post-Petition Interest
 - 17 -




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Preferred Aircraft Types
 Protocol
 Qualified Appraiser
 Ratify
 Received Currency
 Records
 Related Collateral Documents
 Relevant FAA Aircraft Mortgages and Lease Security Assignments
 Relevant FAA Aircraft Mortgages
 Relevant FAA Lease Security Assignments
 Replaced Aircraft
 Replacement Aircraft
 Required Cape Town Registrations
 Requirement of Law
 - 18 -




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##### 



Revised Book-Entry Rules
 Secured Debt Representatives
 Secured Debt
 Secured Obligations
 Secured Party
 Securities Account
 Securities Intermediary
 Security Deposit
 Security Documents
 Security Trustee
 - 19 -




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##### 



Series of Junior Lien Debt
 SPC
 SPC Notice
 Third Party Event
 UCC Financing Statement provided however that
 UCC Jurisdiction
 UCC provided that
 - 20 -




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##### 



Uncertificated Security
 United States
 Wells Fargo
 Widebody Aircraft
 Terms Defined in the Cape Town Convention
 Terms Defined in the Indenture
 Construction and Usage
        - 21 -




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##### 



provided however that
  ARTICLE II
 SECURITY
 Grant of Security
 Collateral
  - 22 -




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##### 



Assigned
Leases Lease Collateral
 Beneficial Interest Collateral
   Assigned Agreement Collateral
 Assigned Agreements
 - 23 -




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##### 



Aircraft Purchase Collateral
  Account
Collateral
  provided that
 Security for Obligations
 Representations and Warranties of the Grantors
  - 24 -




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- 25 -




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##### 



Grantors Remain Liable
 Delivery of Collateral
 - 26 -




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##### 



Chattel Paper Original
  As to the Assigned Documents
  - 27 -




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##### 



provided that
    provided however
 - 28 -




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##### 



As to Beneficial Interest Collateral
      - 29 -




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##### 



Further Assurances
    Required Cape Town Registrations
 - 30 -




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- 31 -




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Place of Perfection; Records
 Voting Rights; Dividends; Etc.
 provided that
    - 32 -




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##### 



Transfers and Other Liens; Additional Shares or Interests
 Security Trustee Appointed Attorney-in-Fact
     provided that
 Security Trustee May Perform
 Covenant to Pay
 - 33 -




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##### 



Delivery of Collateral Supplements provided that provided further that
 Operational Covenants
 Identification of Security Trustees Interest provided however
 Registration provided that provided that
 Replacement of Leases
  Lessee Notice
 - 34 -




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##### 



Lessee Acknowledgment
    Insurance
 Changes to the Designated Pool; Intermediate Lessees; Owner Trusts and SPCs
 Restrictions on Disposition of Aircraft .
 Removal of Pool Aircraft from the Designated Pool . Replaced
Aircraft Replacement Aircraft provided that
 - 35 -




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##### 



Addition of Non-Pool Aircraft to the Designated Pool . provided that
 Intermediate Lessees . Intermediate Lease Notice provided
that
   - 36 -




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##### 



Termination of Intermediate Lessees Status . provided that
 Owner Trusts and SPCs . Owner Trust Notice SPC Notice provided that
   - 37 -




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##### 



Requirements Following Additions to Designated Pool .
 Requirements Following an Event of Loss provided that
 Release of Cash Collateral provided that
 Refinancing of the Notes pari passu
 - 38 -




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##### 



provided that provided further that
  Termination of Owner Trusts or SPCs Status provided that
 Protection of Security Interest of the Security Trustee
  - 39 -




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##### 



provided however that
 Change of Name, etc. provided
that
   Ownership, Operation and Leasing of Pool Aircraft
   - 40 -




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##### 



Limitation on Disposition of Aircraft
 Representations Regarding Operation
 Compliance with Laws, Etc.
  Information
  - 41 -




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##### 



ARTICLE III
 REMEDIES
 Remedies
   - 42 -




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##### 



Priority of Payments
 first Accelerated Series
 second
 third
 Action on Instructions
 ARTICLE IV
 SECURITY INTEREST ABSOLUTE
 Security Interest Absolute
  - 43 -




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##### 



ARTICLE V
 THE SECURITY TRUSTEE
  Authorization and Action
  - 44 -




---



##### 



Absence of Duties
 Representations or Warranties
 Reliance; Agents; Advice of Counsel
 - 45 -




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##### 



provided however that
       - 46 -




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##### 



Cape Town Convention
 No Individual Liability
 ARTICLE VI
 SUCCESSOR SECURITY TRUSTEE
 Resignation and Removal of the Security Trustee
 Appointment of Successor
 - 47 -




---



##### 



provided that
   ARTICLE VII
 INDEMNITY AND EXPENSES
 Indemnity provided that
 - 48 -




---



##### 



provided
that
  Secured Parties Indemnity mutatis
mutandis
 provided
that
 provided that
 - 49 -




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##### 



No Compensation from Secured Parties
 Security Trustee Fees
 ARTICLE VIII
 GUARANTY
 Guaranty . Guarantor Party
 Contribution
 Guaranty Absolute .
 - 50 -




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- 51 -




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- 52 -




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##### 



Waiver and Acknowledgments
  - 53 -




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##### 



Subrogation
  - 54 -




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##### 



No Waiver; Remedies
  Continuing Guaranty
  - 55 -




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##### 



Subordination of Certain Intercompany Indebtedness
  Limit of Liability
    ARTICLE IX
 MISCELLANEOUS
 Amendments; Waivers; Etc.
 Additional Grantor Grantor
 - 56 -




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##### 



Addresses for Notices
  
  th
  No Waiver; Remedies
 - 57 -




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##### 



Severability
 Continuing Security Interest; Assignments
 Release and Termination
   Currency Conversion Received Currency Agreed Currency
 - 58 -




---



##### 



Governing Law
 Jurisdiction; Consent to Service of Process
   - 59 -




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##### 



Counterparts
 Table of Contents, Headings, Etc.
 Non-Invasive Provisions
 Event of Default
  - 60 -




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##### 



provided that
 engine part
   Limited Recourse
  - 61 -




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##### 



The Remainder of this Page is Intentionally Left Blank
 - 62 -




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##### 



INTERNATIONAL LEASE FINANCE CORPORATIONBy:
    
    /s/ Brian M. MonkarshName: Brian M. MonkarshTitle: Senior Vice President and General
         CounselSIGNED AND DELIVERED AS A DEEDFor and on behalf of ILFC IRELAND LIMITEDBy its duly appointed attorney:/s/ Niall SommervilleIn the presence of:  Niall SommervilleAttorneyWitness Signature: /s/ Ciara RussellWitness Name: Ciara RussellWitness Address: IFSC, North Wall Quay, DublinWitness Occupation: SolicitorILFC (BERMUDA) III, LTD.By:
    
    /s/ Alan H. LundName: Alan H. LundTitle: DirectorWELLS FARGO BANK NORTHWEST,NATIONAL ASSOCIATION not in its individualcapacity but solely as the Security TrusteeBy:
    
    /s/ Val T. OrtonName: Val T. OrtonTitle: Vice President
 - 63 -




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-64-




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##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model1
    
    
    Airbus
    
    
    A310-300
    
    
    642
    
    
    PW4156A
    
    
    P724567, P7245682
    
    
    Airbus
    
    
    A319-100
    
    
    1223
    
    
    IAE V2524-A5
    
    
    V10719, V107733
    
    
    Airbus
    
    
    A319-100
    
    
    1281
    
    
    IAE V2524-A5
    
    
    V10778, V107794
    
    
    Airbus
    
    
    A319-100
    
    
    1463
    
    
    IAE V2524-A5
    
    
    V10933, V109365
    
    
    Airbus
    
    
    A319-100
    
    
    1630
    
    
    CFM56-5B6/P
    
    
    575298, 5752996
    
    
    Airbus
    
    
    A319-100
    
    
    1805
    
    
    CFM56-5B6/P
    
    
    575466, 5754677
    
    
    Airbus
    
    
    A319-100
    
    
    2198
    
    
    CFM56-5B5/P
    
    
    575780, 5757838
    
    
    Airbus
    
    
    A319-100
    
    
    2209
    
    
    CFM56-5B5/P
    
    
    575776, 5757959
    
    
    Airbus
    
    
    A319-100
    
    
    2371
    
    
    IAE V2524-A5
    
    
    V11835, V1183610
    
    
    Airbus
    
    
    A319-100
    
    
    2396
    
    
    IAE V2524-A5
    
    
    V11860, V1186211
    
    
    Airbus
    
    
    A319-100
    
    
    2406
    
    
    CFM56-5B5/P
    
    
    577206, 57721012
    
    
    Airbus
    
    
    A319-100
    
    
    2408
    
    
    IAE V2524-A5
    
    
    V11865, V1186613
    
    
    Airbus
    
    
    A319-100
    
    
    2424
    
    
    IAE V2524-A5
    
    
    V11886, V1188814
    
    
    Airbus
    
    
    A319-100
    
    
    2426
    
    
    IAE V2524-A5
    
    
    V11890, V1189215
    
    
    Airbus
    
    
    A319-100
    
    
    2433
    
    
    IAE V2524-A5
    
    
    V11893, V1189616
    
    
    Airbus
    
    
    A319-100
    
    
    2435
    
    
    IAE V2524-A5
    
    
    V11895, V1190217
    
    
    Airbus
    
    
    A319-100
    
    
    2448
    
    
    CFM56-5B5/P
    
    
    577242, 57724818
    
    
    Airbus
    
    
    A319-100
    
    
    2458
    
    
    IAE V2524-A5
    
    
    V11927, V1193019
    
    
    Airbus
    
    
    A319-100
    
    
    2470
    
    
    IAE V2524-A5
    
    
    V11942, V1194620
    
    
    Airbus
    
    
    A319-100
    
    
    2473
    
    
    IAE V2524-A5
    
    
    V11950, V11963
 -65-




---



##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model21
    
    
    Airbus
    
    
    A319-100
    
    
    2485
    
    
    IAE V2524-A5
    
    
    V11952, V1196522
    
    
    Airbus
    
    
    A319-100
    
    
    2490
    
    
    IAE V2524-A5
    
    
    V11960, V1197123
    
    
    Airbus
    
    
    A319-100
    
    
    2505
    
    
    IAE V2524-A5
    
    
    V11989, V1199124
    
    
    Airbus
    
    
    A319-100
    
    
    2574
    
    
    IAE V2524-A5
    
    
    V12063, V1206725
    
    
    Airbus
    
    
    A319-100
    
    
    2579
    
    
    IAE V2524-A5
    
    
    V12054, V1205626
    
    
    Airbus
    
    
    A319-100
    
    
    2667
    
    
    IAE V2524-A5
    
    
    V12161, V1216327
    
    
    Airbus
    
    
    A319-100
    
    
    2673
    
    
    IAE V2524-A5
    
    
    V12204, V1223928
    
    
    Airbus
    
    
    A319-100
    
    
    2679
    
    
    IAE V2524-A5
    
    
    V12199, V1220729
    
    
    Airbus
    
    
    A319-100
    
    
    2704
    
    
    IAE V2524-A5
    
    
    V12230, V1223230
    
    
    Airbus
    
    
    A319-100
    
    
    2711
    
    
    IAE V2524-A5
    
    
    V12218, V1222531
    
    
    Airbus
    
    
    A319-100
    
    
    2815
    
    
    IAE V2524-A5
    
    
    V12310, V1232032
    
    
    Airbus
    
    
    A319-100
    
    
    2901
    
    
    IAE V2524-A5
    
    
    V12403, V1240533
    
    
    Airbus
    
    
    A319-100
    
    
    2940
    
    
    IAE V2524-A5
    
    
    V12444, V1245334
    
    
    Airbus
    
    
    A319-100
    
    
    2948
    
    
    IAE V2524-A5
    
    
    V12450, V1248535
    
    
    Airbus
    
    
    A319-100
    
    
    2969
    
    
    IAE V2524-A5
    
    
    V12452, V1246936
    
    
    Airbus
    
    
    A319-100
    
    
    2978
    
    
    IAE V2524-A5
    
    
    V12474, V1247837
    
    
    Airbus
    
    
    A319-100
    
    
    3007
    
    
    IAE V2524-A5
    
    
    V12458, V1249638
    
    
    Airbus
    
    
    A319-100
    
    
    3017
    
    
    IAE V2524-A5
    
    
    V12506, V1251239
    
    
    Airbus
    
    
    A319-100
    
    
    3026
    
    
    IAE V2524-A5
    
    
    V12518, V1253740
    
    
    Airbus
    
    
    A319-100
    
    
    3165
    
    
    IAE V2524-A5
    
    
    V12607, V1263241
    
    
    Airbus
    
    
    A319-100
    
    
    3463
    
    
    IAE V2524-A5
    
    
    V12891, V1289342
    
    
    Airbus
    
    
    A320-200
    
    
    525
    
    
    CFM56-5A3
    
    
    731810, 73183043
    
    
    Airbus
    
    
    A320-200
    
    
    551
    
    
    IAE V2527-A5
    
    
    V10116, V10119
 -66-




---



##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model44
    
    
    Airbus
    
    
    A320-200
    
    
    565
    
    
    IAE V2527-A5
    
    
    V10132, V1014945
    
    
    Airbus
    
    
    A320-200
    
    
    573
    
    
    IAE V2527-A5
    
    
    V10147, V1015346
    
    
    Airbus
    
    
    A320-200
    
    
    1110
    
    
    IAE V2527-A5
    
    
    V10620, V1062147
    
    
    Airbus
    
    
    A320-200
    
    
    1156
    
    
    IAE V2527-A5
    
    
    V10655, V1065848
    
    
    Airbus
    
    
    A320-200
    
    
    1452
    
    
    IAE V2527-A5
    
    
    V10943, V1094649
    
    
    Airbus
    
    
    A320-200
    
    
    1917
    
    
    IAE V2527-A5
    
    
    V11389, V1139150
    
    
    Airbus
    
    
    A320-200
    
    
    1924
    
    
    CFM56-5B4/P
    
    
    575534, 57553551
    
    
    Airbus
    
    
    A320-200
    
    
    1949
    
    
    CFM56-5B4/P
    
    
    575554, 57555552
    
    
    Airbus
    
    
    A320-200
    
    
    2149
    
    
    IAE V2527-A5
    
    
    V11601, V1160953
    
    
    Airbus
    
    
    A320-200
    
    
    2158
    
    
    CFM56-5B4/P
    
    
    575738, 57573954
    
    
    Airbus
    
    
    A320-200
    
    
    2166
    
    
    CFM56-5B4/P
    
    
    575761, 57576255
    
    
    Airbus
    
    
    A320-200
    
    
    2171
    
    
    CFM56-5B4/P
    
    
    575770, 57577156
    
    
    Airbus
    
    
    A320-200
    
    
    2182
    
    
    CFM56-5B4/P
    
    
    575784, 57578557
    
    
    Airbus
    
    
    A320-200
    
    
    2193
    
    
    IAE V2527-A5
    
    
    V11658, V1166258
    
    
    Airbus
    
    
    A320-200
    
    
    2199
    
    
    CFM56-5B4/P
    
    
    575803, 57580459
    
    
    Airbus
    
    
    A320-200
    
    
    2278
    
    
    CFM56-5B4/P
    
    
    575899, 57710660
    
    
    Airbus
    
    
    A320-200
    
    
    2349
    
    
    CFM56-5B4/P
    
    
    577165, 57716661
    
    
    Airbus
    
    
    A320-200
    
    
    2422
    
    
    IAE V2527-A5
    
    
    V11903, V1191662
    
    
    Airbus
    
    
    A320-200
    
    
    2430
    
    
    IAE V2527-A5
    
    
    V11919, V1192263
    
    
    Airbus
    
    
    A320-200
    
    
    2708
    
    
    CFM56-5B4/P
    
    
    577506, 57750764
    
    
    Airbus
    
    
    A320-200
    
    
    2743
    
    
    CFM56-5B4/P
    
    
    577543, 57754465
    
    
    Airbus
    
    
    A320-200
    
    
    2770
    
    
    CFM56-5B4/P
    
    
    577587, 57759066
    
    
    Airbus
    
    
    A320-200
    
    
    2899
    
    
    CFM56-5B4/P
    
    
    577752, 577753
 -67-




---



##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model67
    
    
    Airbus
    
    
    A320-200
    
    
    3153
    
    
    CFM56-5B4/P
    
    
    697294, 69729668
    
    
    Airbus
    
    
    A321-100
    
    
    517
    
    
    CFM56-5B1/2P
    
    
    779148, 77922669
    
    
    Airbus
    
    
    A321-100
    
    
    519
    
    
    CFM56-5B1/3
    
    
    779227, 77931770
    
    
    Airbus
    
    
    A321-100
    
    
    535
    
    
    CFM56-5B1/2P
    
    
    779224, 77928771
    
    
    Airbus
    
    
    A321-200
    
    
    2476
    
    
    IAE V2533-A5
    
    
    V11929, V1193172
    
    
    Airbus
    
    
    A321-200
    
    
    2590
    
    
    IAE V2533-A5
    
    
    V12070, V1207273
    
    
    Airbus
    
    
    A321-200
    
    
    2741
    
    
    IAE V2533-A5
    
    
    V12273, V1227574
    
    
    Airbus
    
    
    A321-200
    
    
    2759
    
    
    IAE V2533-A5
    
    
    V12291, V1229375
    
    
    Airbus
    
    
    A321-200
    
    
    2767
    
    
    IAE V2533-A5
    
    
    V12302, V1230476
    
    
    Airbus
    
    
    A321-200
    
    
    2809
    
    
    IAE V2533-A5
    
    
    V12323, V1232577
    
    
    Airbus
    
    
    A321-200
    
    
    2936
    
    
    IAE V2533-A5
    
    
    V12418, V1243078
    
    
    Airbus
    
    
    A330-200
    
    
    458
    
    
    GE CF6-80E1-A3
    
    
    811168, 81116979
    
    
    Airbus
    
    
    A330-200
    
    
    462
    
    
    Rolls-Royce         TRENT   
  772B-60
    
    
    41224, 4122580
    
    
    Airbus
    
    
    A330-200
    
    
    465
    
    
    GE CF6-80E1-A3
    
    
    811170, 81117181
    
    
    Airbus
    
    
    A330-200
    
    
    481
    
    
    GE CF6-80E1-A3
    
    
    811179, 81118082
    
    
    Airbus
    
    
    A330-200
    
    
    501
    
    
    Rolls-Royce          TRENT  
   772B-60
    
    
    41230, 4123183
    
    
    Airbus
    
    
    A330-200
    
    
    503
    
    
    GE CF6-80E1-A3
    
    
    811201, 81120284
    
    
    Airbus
    
    
    A330-200
    
    
    519
    
    
    GE CF6-80E1-A3
    
    
    811218, 81121985
    
    
    Airbus
    
    
    A330-200
    
    
    584
    
    
    GE CF6-80E1-A3
    
    
    811248, 81124986
    
    
    Airbus
    
    
    A330-200
    
    
    635
    
    
    Rolls-Royce          TRENT  
   772B-60
    
    
    41308, 4130987
    
    
    Airbus
    
    
    A330-200
    
    
    751
    
    
    Rolls-Royce          TRENT  
   772B-60
    
    
    41387, 41388
 -68-




---



##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model88
    
    
    Airbus
    
    
    A330-200
    
    
    807
    
    
    Rolls-Royce          TRENT
     772B-60
    
    
    41425, 4142689
    
    
    Airbus
    
    
    A330-200
    
    
    906
    
    
    Rolls-Royce          TRENT
     772B-60
    
    
    41514, 4151590
    
    
    Airbus
    
    
    A340-600
    
    
    453
    
    
    Rolls-Royce          TRENT
     556-61
    
    
    71040,    
71042,    71050,      7106991
    
    
    Airbus
    
    
    A340-600
    
    
    706
    
    
    Rolls-Royce     
     TRENT
     556-61
    
    
    71342,    
71343,    71344,      7136392
    
    
    Airbus
    
    
    A340-600
    
    
    723
    
    
    Rolls-Royce          TRENT
     556-61
    
    
    71362, 71364, 71365,      7136993
    
    
    Boeing
    
    
    737-300
    
    
    28054
    
    
    CFM56-3C1
    
    
    858825, 85882694
    
    
    Boeing
    
    
    737-400
    
    
    25110
    
    
    CFM56-3C1
    
    
    857807, 85780895
    
    
    Boeing
    
    
    737-400
    
    
    26316
    
    
    CFM56-3C1
    
    
    858177, 85917396
    
    
    Boeing
    
    
    737-700
    
    
    28253
    
    
    CFM56-7B22
    
    
    891284, 89128697
    
    
    Boeing
    
    
    737-700
    
    
    28262
    
    
    CFM56-7B22
    
    
    890962, 89096798
    
    
    Boeing
    
    
    737-700
    
    
    29356
    
    
    CFM56-7B22
    
    
    892110, 89211299
    
    
    Boeing
    
    
    737-700
    
    
    29357
    
    
    CFM56-7B24
    
    
    892238, 893236100
    
    
    Boeing
    
    
    737-700
    
    
    29358
    
    
    CFM56-7B24
    
    
    892276, 892279101
    
    
    Boeing
    
    
    737-700
    
    
    29361
    
    
    CFM56-7B24
    
    
    892350, 893348102
    
    
    Boeing
    
    
    737-700
    
    
    29362
    
    
    CFM56-7B24
    
    
    893383, 893384103
    
    
    Boeing
    
    
    737-700
    
    
    29363
    
    
    CFM56-7B22
    
    
    890649, 891646104
    
    
    Boeing
    
    
    737-700
    
    
    30038
    
    
    CFM56-7B22
    
    
    892147, 893142105
    
    
    Boeing
    
    
    737-700
    
    
    30649
    
    
    CFM56-7B24
    
    
    888772, 888779106
    
    
    Boeing
    
    
    737-700
    
    
    30657
    
    
    CFM56-7B22
    
    
    890439, 890440107
    
    
    Boeing
    
    
    737-700
    
    
    30662
    
    
    CFM56-7B24
    
    
    890573, 890577
 -69-




---



##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model108
    
    
    Boeing
    
    
    737-700
    
    
    30663
    
    
    CFM56-7B24
    
    
    890584, 890585109
    
    
    Boeing
    
    
    737-700
    
    
    30727
    
    
    CFM56-7B22
    
    
    888675, 888679110
    
    
    Boeing
    
    
    737-700
    
    
    32842
    
    
    CFM56-7B22
    
    
    893601, 893602111
    
    
    Boeing
    
    
    737-700
    
    
    33008
    
    
    CFM56-7B24
    
    
    892399, 893389112
    
    
    Boeing
    
    
    737-700
    
    
    33009
    
    
    CFM56-7B24
    
    
    892413, 892414113
    
    
    Boeing
    
    
    737-700
    
    
    33786
    
    
    CFM56-7B22
    
    
    890620, 891616114
    
    
    Boeing
    
    
    737-700
    
    
    33787
    
    
    CFM56-7B22
    
    
    890658, 891654115
    
    
    Boeing
    
    
    737-700
    
    
    33791
    
    
    CFM56-7B22
    
    
    890954, 891938116
    
    
    Boeing
    
    
    737-700
    
    
    33792
    
    
    CFM56-7B22
    
    
    890976, 890977117
    
    
    Boeing
    
    
    737-700
    
    
    33793
    
    
    CFM56-7B22
    
    
    892172, 893136118
    
    
    Boeing
    
    
    737-800
    
    
    28237
    
    
    CFM56-7B26
    
    
    888197, 888201119
    
    
    Boeing
    
    
    737-800
    
    
    30032
    
    
    CFM56-7B27
    
    
    889643, 889654120
    
    
    Boeing
    
    
    737-800
    
    
    30033
    
    
    CFM56-7B27/B1
    
    
    888587, 888741121
    
    
    Boeing
    
    
    737-800
    
    
    30039
    
    
    CFM56-7B26
    
    
    877654, 889548122
    
    
    Boeing
    
    
    737-800
    
    
    30652
    
    
    CFM56-7B26
    
    
    889705, 889706123
    
    
    Boeing
    
    
    737-800
    
    
    30660
    
    
    CFM56-7B27/B1
    
    
    890461, 890462124
    
    
    Boeing
    
    
    737-800
    
    
    30675
    
    
    CFM56-7B26
    
    
    888459, 888586125
    
    
    Boeing
    
    
    737-800
    
    
    30679
    
    
    CFM56-7B27/B1
    
    
    890621, 890622126
    
    
    Boeing
    
    
    737-800
    
    
    30689
    
    
    CFM56-7B27
    
    
    889493, 889494127
    
    
    Boeing
    
    
    737-800
    
    
    32799
    
    
    CFM56-7B26
    
    
    890756, 890757128
    
    
    Boeing
    
    
    737-800
    
    
    32800
    
    
    CFM56-7B26
    
    
    892325, 892326129
    
    
    Boeing
    
    
    747-400
    
    
    32868
    
    
    GE CF6-80C2-B1F
    
    
    706539, 706540, 706541,       706542
 -70-




---



##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model130
    
    
    Boeing
    
    
    747-400
    
    
    32869
    
    
    GE CF6-80C2-B1F
    
    
    706551, 706552, 706553,
    706554131
    
    
    Boeing
    
    
    747-400
    
    
    32871
    
    
    GE CF6-80C2-B1F
    
    
    706623, 706624, 706625,   
  706626132
    
    
    Boeing
    
    
    747-400ERF
    
    
    32867
    
    
    GE CF6-80C2-B5F
    
    
    706514, 706515, 706516, 
    706517133
    
    
    Boeing
    
    
    747-400ERF
    
    
    32870
    
    
    GE CF6-80C2-B5F
    
    
    706627, 706628, 706629,    
 706630134
    
    
    Boeing
    
    
    757-200ER
    
    
    25621
    
    
    Rolls-Royce         RB211-
         
535E4
    
    
    30827, 30828135
    
    
    Boeing
    
    
    757-200ER
    
    
    25623
    
    
    Rolls-Royce         RB211-         535E4
    
    
    30881, 30882136
    
    
    Boeing
    
    
    757-200ER
    
    
    25626
    
    
    Rolls-Royce         RB211-         535E4
    
    
    30903, 30904137
    
    
    Boeing
    
    
    757-200ER
    
    
    26274
    
    
    Rolls-Royce         RB211-         535E4
    
    
    31366, 31367138
    
    
    Boeing
    
    
    757-200ER
    
    
    26277
    
    
    Rolls-Royce         RB211-         535E4
    
    
    31328, 31331139
    
    
    Boeing
    
    
    757-200ER
    
    
    26278
    
    
    Rolls-Royce         RB211-         535E4
    
    
    31356, 31357140
    
    
    Boeing
    
    
    757-200ER
    
    
    26332
    
    
    PW2037
    
    
    P727154, P727267141
    
    
    Boeing
    
    
    757-200ER
    
    
    27208
    
    
    Rolls-Royce         RB211-         535E4
    
    
    31220, 31221142
    
    
    Boeing
    
    
    757-200ER
    
    
    27219
    
    
    Rolls-Royce         RB211-         535E4
    
    
    31203, 31204143
    
    
    Boeing
    
    
    757-200ER
    
    
    27351
    
    
    PW2040
    
    
    P727145, P727148144
    
    
    Boeing
    
    
    757-200ER
    
    
    27621
    
    
    Rolls-Royce         RB211-         535E4
    
    
    31452, 31454145
    
    
    Boeing
    
    
    757-200ER
    
    
    28161
    
    
    Rolls-Royce         RB211-
         535E4
    
    
    31425, 31426
 -71-




---



##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model146
    
    
    Boeing
    
    
    757-200ER
    
    
    28166
    
    
    Rolls-Royce      
  RB211-         535E4
    
    
    31465, 31472147
    
    
    Boeing
    
    
    767-200ER
    
    
    24448
    
    
    GE CF6-80C2-B4
    
    
    690369, 695282148
    
    
    Boeing
    
    
    767-300ER
    
    
    27618
    
    
    PW4062
    
    
    P727846, P727847149
    
    
    Boeing
    
    
    767-300ER
    
    
    27959
    
    
    GE CF6-80C2-B6F
    
    
    704276, 704981150
    
    
    Boeing
    
    
    767-300ER
    
    
    27960
    
    
    GE CF6-80C2-B6F
    
    
    704327, 704420151
    
    
    Boeing
    
    
    767-300ER
    
    
    28208
    
    
    GE CF6-80C2-7F
    
    
    704653, 704654152
    
    
    Boeing
    
    
    767-300ER
    
    
    28883
    
    
    GE CF6-80C2-7F
    
    
    704811, 704825153
    
    
    Boeing
    
    
    767-300ER
    
    
    29384
    
    
    GE CF6-80C2-7F
    
    
    704993, 704994154
    
    
    Boeing
    
    
    767-300ER
    
    
    29390
    
    
    GE CF6-80C2-B6F
    
    
    706428, 706429155
    
    
    Boeing
    
    
    767-300ER
    
    
    30301
    
    
    PW4060
    
    
    P727761, P727766156
    
    
    Boeing
    
    
    777-200ER
    
    
    28678
    
    
    GE90-90B
    
    
    900323, 900324157
    
    
    Boeing
    
    
    777-200ER
    
    
    28679
    
    
    GE90-90B
    
    
    900329, 900330158
    
    
    Boeing
    
    
    777-200ER
    
    
    28683
    
    
    GE90-94B
    
    
    900355, 900356159
    
    
    Boeing
    
    
    777-200ER
    
    
    28684
    
    
    GE90-94B
    
    
    900367, 900369160
    
    
    Boeing
    
    
    777-200ER
    
    
    28689
    
    
    GE90-94B
    
    
    900359, 900360161
    
    
    Boeing
    
    
    777-200ER
    
    
    28692
    
    
    GE90-94B
    
    
    900353, 900354162
    
    
    Boeing
    
    
    777-200ER
    
    
    29402
    
    
    PW4090
    
    
    P222225, P222226163
    
    
    Boeing
    
    
    777-200ER
    
    
    32308
    
    
    GE90-94B
    
    
    900363, 900364164
    
    
    Boeing
    
    
    777-200ER
    
    
    32698
    
    
    GE90-94B
    
    
    900373, 900374165
    
    
    Boeing
    
    
    777-300
    
    
    28687
    
    
    Rolls-Royce          TRENT   
    892-17
    
    
    51416, 51417166
    
    
    Boeing
    
    
    777-300
    
    
    29395
    
    
    Rolls-Royce          TRENT   
    892-17
    
    
    51285, 51287
 -72-




---



##### 



Airframe
    
    
    Airframe
    
    
    Airframe
    
    
    Engine Manufacturer
    
    
    Engine MSNsManufacturer
    
    
    Model
    
    
    MSN
    
    
    and Model167
    
    
    Boeing
    
    
    777-300
    
    
    29396
    
    
    Rolls-Royce          TRENT    
    892-17
    
    
    51378, 51379168
    
    
    Boeing
    
    
    777-300
    
    
    32697
    
    
    Rolls-Royce          TRENT    
    892-17
    
    
    51371, 51372169
    
    
    Boeing
    
    
    777-300ER
    
    
    32707
    
    
    GE90-115BG02
    
    
    906170, 906175170
    
    
    Boeing
    
    
    777-300ER
    
    
    32710
    
    
    GE90-115BG02
    
    
    906212, 906214171
    
    
    Boeing
    
    
    777-300ER
    
    
    32711
    
    
    GE90-115BG01
    
    
    906131, 906132172
    
    
    Boeing
    
    
    777-300ER
    
    
    32713
    
    
    GE90-115BG02
    
    
    906300, 906301173
    
    
    Boeing
    
    
    777-300ER
    
    
    32724
    
    
    GE90-115BG01
    
    
    906112, 906113174
    
    
    Boeing
    
    
    777-300ER
    
    
    32852
    
    
    GE90-115BG01
    
    
    906143, 906144
 -73-




---



##### 



Percentage ofIssuer
    
    Certificate No.
    
    Beneficial Interest
 -74-




---



##### 



1.
    
    Grantor: International Lease Finance Corporation
Trade Name: ILFC
 -75-




---



##### 



Chief Executive Office, Chief Place of Businessor Registered OfficeName of Grantor
    
    and Organizational ID (if applicable)International Lease Finance Corporation
    
    10250 Constellation Blvd.Suite 3400 Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: C1666861ILFC Ireland Limited
    
    30 North Wall QuayDublin 1IrelandFacsimile: +353 1 672 0270Telephone: +353 1 802 8901Company Registration Number: 209316ILFC (Bermuda) III, Ltd
    
    American International Building29 Richmond RoadPembroke HM 08, BermudaRegistered Number: 17575
 -76-




---



##### 



INSURANCE
 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 Trustee 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 the Agreed Value or other minimum amount required to
be carried by the Lessee under the applicable Lease (or if no Lease is in effect the
Appraised Value) of such Pool Aircraft (the Required Insured Value) on an agreed
value basis and naming the Security Trustee (for and on behalf of itself and the
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 the Security Trustee is also named as a Contract Party);(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 in accordance with Leasing Company Practice) 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 Security Trustee
(for and on behalf of itself and the other 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 the Security Trustee
is also named as a Contract Party);
 -77-




---



##### 



(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 such amount as is consistent with Leasing Company Practice. The
Security Trustee (on behalf of itself and the Secured Parties) shall be named as
additional insured on such policies;(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, thatthe Grantors shall not, without the prior written
consent of the Security Trustee, 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 will not be payable to the Security Trustee. Such excess insurances will be payable
to (i) if payable to the Grantors, to the relevant Grantor, or (ii) if payable to the Lessee
to the Lessee in all circumstances.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 accepted in accordance with
Leasing Company Practice) 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 shall contain the coverage and
endorsements described in AVN67B or a successor London market endorsement, 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
 -78-




---



##### 



with AVN67B or a successor London market endorsement, 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 utilized 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 the Security Trustee 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.
    
    RenewalsThe Grantors will monitor the insurances on the Pool Aircraft and their expiration dates.
The relevant Grantor shall, when requested by the Security Trustee, promptly inform the
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
the Security Trustee 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
the Security Trustee evidence of renewal of the insurances and reinsurance (if any).10.
    
    InformationSubject to applicable confidentiality restrictions, each of the Grantors shall provide the Security
Trustee or shall ensure that the Security Trustee is provided with any information reasonably
requested by it 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.
 -79-




---



##### 



***
 Boeing 767-300ER aircraft bearing serial number 27959Aircraft Lease Agreement, dated as of March 31, 2005 (as amended and supplemented), between
***, as Lessee and International Lease Finance Corporation, as Lessor.Aircraft Headlease Agreement, dated as of March 31, 2005, between ILFC (Bermuda) III, Ltd.,
as Lessee and International Lease Finance Corporation, as Lessor.Aircraft Intermediate Lease Agreement, dated as of March 31, 2005, between International
Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.Boeing 767-300ER aircraft bearing serial number 27960Aircraft Lease Agreement, dated as of March 31, 2005 (as amended and supplemented), between
***, as Lessee and International Lease Finance Corporation, as Lessor.Aircraft Headlease Agreement, dated as of March 31, 2005, between ILFC (Bermuda) III, Ltd.,
as Lessee and International Lease Finance Corporation, as Lessor.Aircraft Intermediate Lease Agreement, dated as of March 31, 2005, between International
Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.
  Boeing 737-700 aircraft bearing serial number 28262Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.
 
 ***
    
    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. -80-




---



##### 



Boeing 737-700 aircraft bearing serial number 29356Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease Finance
Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 29363Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 30038Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease Finance
Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 32842Aircraft Lease Agreement, dated as of September 27, 2004, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 33786Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 33787Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.
 
 ***
    
    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. -81-




---



##### 



Boeing 737-700 aircraft bearing serial number 33791Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 33792Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 33793Aircraft Lease Agreement, dated as of February 6, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 767-300ER aircraft bearing serial number 27618Aircraft Lease Agreement, dated as of February 11, 1998 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 777-200ER aircraft bearing serial number 28689Aircraft Lease Agreement, dated as of August 18, 2006 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 777-200ER aircraft bearing serial number 28692Aircraft Lease Agreement, dated as of July 24, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.
 
 ***
    
    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. -82-




---



##### 



Airbus A320-200 aircraft bearing serial number 2158Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.Airbus A320-200 aircraft bearing serial number 2166Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.Airbus A320-200 aircraft bearing serial number 2278Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.Airbus A320-200 aircraft bearing serial number 2349Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.
  Boeing 777-200ER aircraft bearing serial number 29402Aircraft Lease Agreement, dated as of May 07, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.
  
 ***
    
    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. -83-




---



##### 



Airbus A319-100 aircraft bearing serial number 1630Aircraft Lease Agreement, dated as of December 14, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Airbus A319-100 aircraft bearing serial number 1805Aircraft Lease Agreement, dated as of December 14, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.
  Airbus A321-100 aircraft bearing serial number 517Aircraft Lease Agreement, dated as of February 13, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Airbus A321-100 aircraft bearing serial number 519Aircraft Lease Agreement, dated as of August 31, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee.Airbus A321-100 aircraft bearing serial number 535Aircraft Lease Agreement, dated as of May 23, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.
  Boeing 737-400 aircraft bearing serial number 25110Aircraft Lease Agreement, dated as of January 22, 1990 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 30662
 
 ***
    
    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. -84-




---



##### 



Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 737-700 aircraft bearing serial number 30663Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.
  Boeing 757-200ER aircraft bearing serial number 25621Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.Boeing 757-200ER aircraft bearing serial number 28161Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.
  Airbus A310-300 aircraft bearing serial number 642Aircraft Lease Agreement, dated as of November 12, 2009 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.
  Boeing 737-300 aircraft bearing serial number 28054Aircraft Lease Agreement, dated as of November 2, 2007, between International Lease Finance
Corporation, as Lessor, and ***, as Lessee.
 
 ***
    
    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. -85-




---



##### 



Airbus A320-200 aircraft bearing serial number 2171Aircraft Lease Agreement, dated as of July 21, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee and ***, as Consenting
Party.Airbus A320-200 aircraft bearing serial number 2182Aircraft Lease Agreement, dated as of July 21, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee and ***, as Consenting
Party.Airbus A320-200 aircraft bearing serial number 2199Aircraft Lease Agreement, dated as of July 21, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee and ***, as Consenting
Party.Boeing 737-700 aircraft bearing serial number 28253Aircraft Lease Agreement, dated as of December 19, 2001 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.Boeing 737-700 aircraft bearing serial number 29357Aircraft Lease Agreement, dated as of February 26, 2004 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.
 
 ***
    
    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. -86-




---



##### 



Boeing 737-700 aircraft bearing serial number 29358Aircraft Lease Agreement, dated as of February 26, 2004 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.Boeing 737-700 aircraft bearing serial number 29361Aircraft Lease Agreement, dated as of April 28, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor and ***, as Lessee and ***, as Consenting
Party.Novation and Amendment Deed, dated as of October 21, 2005, by and among ***, ***,
International Lease Finance Corporation and ***.Boeing 737-700 aircraft bearing serial number 29362Aircraft Lease Agreement, dated as of April 28, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor and ***, as Lessee and ***, as Consenting
Party.Novation and Amendment Deed, dated as of October 21, 2005, by and among ***, ***,
International Lease Finance Corporation and ***.Boeing 737-700 aircraft bearing serial number 30657Aircraft Lease Agreement, dated as of December 19, 2001 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.Boeing 737-700 aircraft bearing serial number 33008Aircraft Lease Agreement, dated as of April 28, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor and ***, as Lessee and ***, as Consenting
Party.
 
 ***
    
    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. -87-




---



##### 



Novation and Amendment Deed, dated as of October 21, 2005, by and among ***, ***,
International Lease Finance Corporation and ***.Boeing 737-700 aircraft bearing serial number 33009Aircraft Lease Agreement, dated as of April 28, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor and ***, as Lessee and ***, as Consenting
Party.Novation and Amendment Deed, dated as of October 21, 2005, by and among ***, ***,
International Lease Finance Corporation and ***.Boeing 737-700 aircraft bearing serial number 32800Aircraft Lease Agreement, dated as of February 26, 2004 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.
  Airbus A321-200 aircraft bearing serial number 2741Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.Airbus A321-200 aircraft bearing serial number 2759Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.Airbus A321-200 aircraft bearing serial number 2767Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.
 
 ***
    
    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. -88-




---



##### 



Airbus A320-200 aircraft bearing serial number 2708Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.Airbus A320-200 aircraft bearing serial number 2743Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.Airbus A320-200 aircraft bearing serial number 2770Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.Airbus A320-200 aircraft bearing serial number 2899Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.Airbus A320-200 aircraft bearing serial number 2809Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.Airbus A320-200 aircraft bearing serial number 2936
 
 ***
    
    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. -89-




---



##### 



Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.
  Airbus A319-100 aircraft bearing serial number 2371Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2408Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2426Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.
 
 ***
    
    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. -90-




---



##### 



Airbus A319-100 aircraft bearing serial number 2435Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2505Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2574Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2579Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.
 
 ***
    
    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. -91-




---



##### 



Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2667Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2815Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2901Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.
 
 ***
    
    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. -92-




---



##### 



Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2940Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2948Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.Airbus A319-100 aircraft bearing serial number 2969Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.
  
 ***
    
    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. -93-




---



##### 



Airbus A319-100 aircraft bearing serial number 3463
   Boeing 777-200ER aircraft bearing serial number 28678
  Boeing 777-200ER aircraft bearing serial number 28679
   Airbus A330-200 aircraft bearing serial number 462
  Boeing 777-300 aircraft bearing serial number 28687
  Boeing 777-300 aircraft bearing serial number 29395
  Boeing 777-300 aircraft bearing serial number 29396
  
 ***
    
    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. - 94 -




---



##### 



Boeing 777-300 aircraft bearing serial number 32697
  Boeing 777-300ER aircraft bearing serial number 32707
  Boeing 777-300ER aircraft bearing serial number 32710
  Boeing 777-300ER aircraft bearing serial number 32713
   Airbus A319-100 aircraft bearing serial number 2198
  Airbus A319-100 aircraft bearing serial number 2209
  Airbus A319-100 aircraft bearing serial number 2406
 
 ***
    
    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. - 95 -




---



##### 



Airbus A319-100 aircraft bearing serial number 2448
   Boeing 737-400 aircraft bearing serial number 26316
  Boeing 737-800 aircraft bearing serial number 30033
   Boeing 767-300ER aircraft bearing serial number 30301
   Airbus A330-200 aircraft bearing serial number 906
   Airbus A340-600 aircraft bearing serial number 453
 
 ***
    
    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. - 96 -




---



##### 



Airbus A330-200 aircraft bearing serial number 751
   Airbus A330-200 aircraft bearing serial number 807
    Boeing 737-700 aircraft bearing serial number 30727
   Airbus A320-200 aircraft bearing serial number 1156
  Airbus A320-200 aircraft bearing serial number 1452
 
 ***
    
    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. - 97 -




---



##### 



Airbus A320-200 aircraft bearing serial number 1917
  Airbus A320-200 aircraft bearing serial number 2149
   Boeing 737-800 aircraft bearing serial number 30039
  Boeing 737-800 aircraft bearing serial number 30675
  Boeing 737-800 aircraft bearing serial number 32799
   Boeing 737-800 aircraft bearing serial number 28237
 
 ***
    
    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. - 98 -




---



##### 



Boeing 737-800 aircraft bearing serial number 30032
  Boeing 737-800 aircraft bearing serial number 30689
   Boeing 757-200ER aircraft bearing serial number 26332
    Boeing 757-200ER aircraft bearing serial number 27351
    
 ***
    
    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. - 99 -




---



##### 



Boeing 757-200ER aircraft bearing serial number 26277
   Boeing 737-800 aircraft bearing serial number 30679
     Boeing 737-700 aircraft bearing serial number 30649
  Boeing 737-800 aircraft bearing serial number 30652
   Airbus A320-200 aircraft bearing serial number 3153
 
 ***
    
    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. - 100 -




---



##### 



Airbus A319-100 aircraft bearing serial number 2396
   Airbus A320-200 aircraft bearing serial number 551
  Airbus A320-200 aircraft bearing serial number 573
    Airbus A320-200 aircraft bearing serial number 1924
  
 ***
    
    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. - 101 -




---



##### 



Airbus A320-200 aircraft bearing serial number 1949
  Airbus A330-200 aircraft bearing serial number 458
  Airbus A330-200 aircraft bearing serial number 465
  Airbus A330-200 aircraft bearing serial number 465
  Airbus A330-200 aircraft bearing serial number 503
  Airbus A330-200 aircraft bearing serial number 519
  Airbus A330-200 aircraft bearing serial number 584
 
 ***
    
    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. - 102 -




---



##### 



Boeing 747-400 aircraft bearing serial number 32868
  Boeing 747-400 aircraft bearing serial number 32869
  Boeing 747-400 aircraft bearing serial number 32871
  Boeing 747-400ERF aircraft bearing serial number 32867
  Boeing 747-400ERF aircraft bearing serial number 32870
  Boeing 777-200ER aircraft bearing serial number 28683
  Boeing 777-200ER aircraft bearing serial number 28684
 
 ***
    
    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. - 103 -




---



##### 



Boeing 777-200ER aircraft bearing serial number 32308
  Boeing 777-200ER aircraft bearing serial number 32698
  Boeing 777-300ER aircraft bearing serial number 32711
  Boeing 777-300ER aircraft bearing serial number 32724
  Boeing 777-300ER aircraft bearing serial number 32852
   Boeing 737-800 aircraft bearing serial number 30660
  
 ***
    
    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. - 104 -




---



##### 



Airbus A319-100 aircraft bearing serial number 2433
  Airbus A319-100 aircraft bearing serial number 2470
  Airbus A319-100 aircraft bearing serial number 2473
  Airbus A319-100 aircraft bearing serial number 2476
  Airbus A319-100 aircraft bearing serial number 2485
  Airbus A319-100 aircraft bearing serial number 2490
  Airbus A319-100 aircraft bearing serial number 2590
  Airbus A319-100 aircraft bearing serial number 2673
  Airbus A319-100 aircraft bearing serial number 2679
  Airbus A319-100 aircraft bearing serial number 2704
 
 ***
    
    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. - 105 -




---



##### 



Airbus A319-100 aircraft bearing serial number 2711
  Airbus A319-100 aircraft bearing serial number 2978
  Airbus A319-100 aircraft bearing serial number 3007
  Airbus A319-100 aircraft bearing serial number 3017
  Airbus A319-100 aircraft bearing serial number 3026
  Airbus A319-100 aircraft bearing serial number 3165
   Airbus A320-200 aircraft bearing serial number 525
  
 ***
    
    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. - 106 -




---



##### 



Boeing 767-300 aircraft bearing serial number 29390
    Boeing 757-200ER bearing serial number 26274
   Boeing 757-200ER bearing serial number 26278
   Boeing 757-200ER bearing serial number 27621
   
 ***
    
    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. - 107 -




---



##### 



Boeing 757-200ER bearing serial number 28166
    Boeing 757-200ER bearing serial number 25623
  Boeing 757-200ER bearing serial number 25626
  Boeing 757-200ER bearing serial number 27208
  Boeing 757-200ER bearing serial number 27219
  Boeing 767-300ER bearing serial number 28208
  Boeing 767-300ER bearing serial number 28883
  
 ***
    
    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. - 108 -




---



##### 



Boeing 767-300ER bearing serial number 29384
   Airbus A319-100 aircraft bearing serial number 1223
  Airbus A319-100 aircraft bearing serial number 1281
  Airbus A319-100 aircraft bearing serial number 1463
  Airbus A319-100 aircraft bearing serial number 2458
   Airbus A320-200 aircraft bearing serial number 565
  
 ***
    
    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. - 109 -




---



##### 



Airbus A320-200 aircraft bearing serial number 1110
  Airbus A320-200 aircraft bearing serial number 2193
   Airbus A320-200 aircraft bearing serial number 2422
   Airbus A320-200 aircraft bearing serial number 2430
    Airbus A340-600 aircraft bearing serial number 706
  
 ***
    
    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. - 110 -




---



##### 



Airbus A340-600 aircraft bearing serial number 723
   Boeing 767-200ER aircraft serial number 24448
   Airbus A319-100 aircraft bearing serial number 2424
    Airbus A330-200 aircraft bearing serial number 501
  Airbus A330-200 aircraft bearing serial number 635
  
 ***
    
    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. - 111 -




---



##### 



FORM OF COLLATERAL SUPPLEMENT
 th
    Aircraft Mortgage and Security Agreement ILFC Initial Intermediate Lessees Grantors
    - 112 -




---



##### 



Very truly yours,[_________________]By:Name:Title:Acknowledged and agreed to as of the date first above written:WELLS FARGO BANK NORTHWEST, N.A.,
not in its individual capacity, but
solely as the Security TrusteeBy:Name:Title:
 - 113 -




---



##### 



AIRCRAFT OBJECTS
 Airframe Manufacturer
    
    
    
    Engine ManufacturerAirframe MSN
    
    and Model
    
    Engine MSNs
    
    and Model
 - 114 -




---



##### 



PLEDGED BENEFICIAL INTERESTS
 Percentage ofIssuer
    
    Certificate No.
    
    Beneficial Interest
 - 115 -




---



##### 



FORM OF GRANTOR SUPPLEMENT
 th
  Re:
    
    Aircraft Mortgage and Security Agreement and Guaranty, dated as of August 11,
2010
  Aircraft Mortgage and Security Agreement ILFC Initial Intermediate Lessees Grantors
  Grant of Security Interest Supplementary Collateral
 Airframe Engines
 - 116 -




---



##### 



Assigned Leases Lease Collateral
 Beneficial
Interest Collateral
   Assigned Agreement Collateral
  - 117 -




---



##### 



Assigned Agreements
  Aircraft Purchase Collateral
  Account Collateral
  provided that
    Signature Page Follows
 - 118 -




---



##### 



[NAME OF GRANTOR]
 By:Name:Title:
  WELLS FARGO BANK NORTHWEST, N.A.
 By:Name:Title:
 - 119 -




---



##### 



AIRCRAFT OBJECTS
 Airframe Manufacturer
    
    
    
    Engine ManufacturerAirframe MSN
    
    and Model
    
    Engine MSNs
    
    and Model
 - 120 -




---



##### 



PLEDGED BENEFICIAL INTERESTS
 Percentage ofIssuer
    
    Certificate No.
    
    Beneficial Interest
 - 121 -




---



##### 



TRADE NAMES
 - 122 -




---



##### 



Chief Executive Office, Chief Place of Businessand Registered OfficeName of Grantor
    
    and Organizational ID (if applicable)
 - 123 -




---



##### 



FORM OF CONSENT AND AGREEMENT
    Assigned Document
 Aircraft Mortgage and Security Agreement Collateral
     - 124 -




---



##### 



Very truly yours,[NAME OF GRANTOR]By:Name:Title:WELLS FARGO BANK NORTHWEST, N.A.,

not in its individual capacity,
but solely as the Security TrusteeBy:Name:Title: 
 NAME OF OBLIGOR]
 By:Name:Title:
 - 125 -




---



##### 



FORM OF FAA AIRCRAFT MORTGAGE
 FAA AIRCRAFT MORTGAGE (MSN [_____])
 THIS FAA AIRCRAFT MORTGAGE (MSN [_____]) Agreement Grantor WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION Security Trustee Aircraft Mortgage INTERNATIONAL LEASE FINANCE CORPORATION ILFC ILFC IRELAND LIMITED ILFC
(BERMUDA) III, LTD. WELLS FARGO
BANK NORTHWEST, N.A.
 W I T N E S S E T H
 Indenture
  Airframe Engines Aircraft
  1.
    
    SECURITY INTEREST.
 Mortgage Collateral
  - 126 -




---



##### 



Aircraft Purchase Collateral
  provided that
 TO HAVE AND TO HOLD
 2.
    
    INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE COLLATERAL CREATED UNDER THIS
AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND
CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE EXERCISE OF
REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.3.
    
    MISCELLANEOUS
 Successors and Assigns
 Severability
 - 127 -




---



##### 



Governing Law
 Further Assurances
 Notices
  
  th
 Security Trustee
  Execution in Counterparts
  Remainder of page intentionally left blank
 - 128 -




---



##### 



IN WITNESS WHEREOF
 GRANTOR:
    
    [_____]By:Name:Title:SECURITY TRUSTEE:
    
    WELLS FARGO BANK NORTHWEST,N.A., not in its individual
capacity but solely  as Security TrusteeBy:Name:Title:
 - 129 -




---



##### 



DEFINITIONS
  Agreement
 Aircraft
 Aircraft Documents
 Aircraft Mortgage
 Aircraft Purchase Collateral
 Assigned Agreement
 Excluded Property
 Grantors
 Indenture
 Lease provided that
 - 130 -




---



##### 



Lien
 Mortgage Collateral
 Part
 Person
 Secured Obligations
 Secured Parties
 - 131 -




---



##### 



Aircraft
   - 132 -




---



##### 



FORM OF FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT
 FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT (MSN [_____])
 THIS FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT (MSN [_____]) Agreement Grantor WELLS
FARGO BANK NORTHWEST, N.A. Security
Trustee Aircraft
Mortgage INTERNATIONAL LEASE FINANCE CORPORATION ILFC ILFC IRELAND LIMITED ILFC (BERMUDA) III, LTD. Grantors WELLS FARGO BANK NORTHWEST, N.A.
 W I T N E S S E T H
 Indenture
  Aircraft Assigned Leases
  1.
    
    SECURITY INTEREST.
 Mortgage Collateral
 - 133 -




---



##### 



Assigned Leases Lease Collateral
 Assigned Agreement Collateral
 Assigned
Agreements
  Aircraft Purchase Collateral
  - 134 -




---



##### 



provided that
 TO HAVE AND TO HOLD
 INCORPORATION BY REFERENCE
 MISCELLANEOUS
 Successors and Assigns
 Severability
 Governing Law
 Further Assurances
 Notices
  
 - 135 -




---



##### 



th
 Security Trustee
  Execution in Counterparts
 Remainder of page intentionally left blank
 - 136 -




---



##### 



IN WITNESS WHEREOF
 GRANTOR:
    
    [_____]By:Name:Title:SECURITY TRUSTEE:
    
    WELLS FARGO BANK NORTHWEST, N.A., not in its individual
capacity but solely as Security TrusteeBy:Name:Title:
 - 137 -




---



##### 



DEFINITIONS
  Agreement
 Aircraft
 Aircraft Documents
 Aircraft Mortgage
 Aircraft Purchase Collateral
 Assigned Agreement Collateral
 Assigned Agreements
 Assigned Leases
 Excluded Property
 Grantors
 Indenture
 Lease provided that
 - 138 -




---



##### 



Lease Collateral
 Lessee
 Lien
 Mortgage Collateral
 Part
 Person
 Related Collateral Documents
 Secured Obligations
 Secured Parties
 - 139 -




---



##### 



Airframe
 Engines
  - 140 -




---



##### 



FORM OF FAA LEASE SECURITY ASSIGNMENT
 FAA LEASE SECURITY ASSIGNMENT (MSN [_____])
 THIS FAA LEASE SECURITY ASSIGNMENT (MSN [_____]) Assignment Grantor WELLS FARGO BANK NORTHWEST, N.A. Security Trustee Aircraft Mortgage INTERNATIONAL LEASE FINANCE CORPORATION ILFC ILFC IRELAND LIMITED ILFC (BERMUDA)
III, LTD. WELLS FARGO BANK
NORTHWEST, N.A.
 W I T N E S S E T H
 Indenture
     Assigned
Leases
 - 141 -




---



##### 



Lease Collateral
 Assigned
Agreements
 provided that
 INCORPORATION BY REFERENCE
 The remainder of this page is intentionally blank
 - 142 -




---



##### 



IN WITNESS WHEREOF
 GRANTOR:[_____]By:Name:Title:SECURITY TRUSTEE:WELLS FARGO BANK NORTHWEST, N.A., not in its
individual capacity but solely as Security TrusteeBy:Name:Title:
 - 143 -




---



##### 



DEFINITIONS
  Agreement
 Aircraft
 Aircraft Mortgage
 Assigned Agreements
 Assigned Leases
 Excluded Property
 Grantors
 Indenture
 Lease provided that
 Lease Collateral
 Lessee
 Lien
 - 144 -




---



##### 



Person
 Related Collateral Documents
 Secured Obligations
 Secured Parties
 - 145 -




---



##### 



Schedule 1
   - 146 -




---



##### 



NOTICE OF [RELEASE, DISCHARGE AND NEW] SECURITY
ASSIGNMENT [AND AGREEMENT OF QUIET ENJOYMENT]
 [From:
    
    Wells Fargo Bank Northwest, National Association, as First Lien Security Trustee, Second
Lien Security Trustee, Third Lien Security Trustee and Fourth Lien Security Trustee
(collectively, the 2009 Security Trustees)]
[INTERNATIONAL LEASE FINANCE CORPORATION] [INSERT NAME OF LESSOR IF NOT ILFC] (Lessor)
Wells Fargo Bank Northwest, National Association, as 2010 Security Trustee
 To:
    
    [NAME OF AIRLINE] (Lessee)
 Date:
    
    [_______________]
 Re:
    
    Each Aircraft Lease Agreement between Lessee and Lessor dated as of date listed on Schedule 1 attached to this Notice (as
amended, supplemented or otherwise modified, each a Lease) relating to the corresponding aircraft listed on Schedule 1
(each an Aircraft and collectively, the Aircraft)
 1
  20 ILFCs 2009 Facility
  cease
 
 1
    Brackets indicate optional provisions. - 147 -




---



##### 



Account No.:
    
    806031357
 Account Name:
    
    International Lease Finance Corporation Collection A/C
JPMorgan Chase Bank, N.A.
New York, NY
ABA#: 021000021
    Account No.:
    
    910-274-9067
JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017
ABA#: 021000021
  Aircraft
Mortgage 2010 Security Trustee Security Assignment
  - 148 -




---



##### 



Relevant Notice
   Event of Default 2
    
 2
    
    This provision may be deleted if ILFC has
previously agreed a form of Quiet Enjoyment Letter which will be provided to
such Lessee - 149 -




---



##### 



Lessor
    
    - 150 -




---



##### 



FORM OF LESSEE ACKNOWLEDGMENT
 From:
    [LESSEE] (the Lessee)
 To:
    
    WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Security
Trustee (the 2010 Security Trustee)
 [INTERNATIONAL LEASE FINANCE CORPORATION [change if subsidiary lessor] (Lessor)]
  Assignment Notice Leases
   2.
    
    This acknowledgment shall be governed by and construed in
accordance with the law governing the Lease.3.
    
    Delivery of an executed signature page of this Acknowledgment by
telecopy or e-mail will be effective as delivery of a manually executed
signature page of such acknowledgment. This Acknowledgment may be executed in
one or more counterparts, each of which will be deemed to be an original and all
of which together will be deemed to be on and the same instrument.
 - 151 -




---



##### 



By:
 Name:Title:Date:
 - 152 -




---



##### 



FORM OF INTERCREDITOR AGREEMENT
 - 153 -




---



##### 



FORM OF GRANTOR REQUEST AND ASSUMPTION AGREEMENT
 - 154 -




---



##### 



FORM OF ACCOUNT CONTROL AGREEMENT
   
 Pledgor Pledgee  Cash Collateral Account Securities Intermediary Collateral UCC
 Security Agreement
   1.
    
    The Securities Intermediary is instructed to register the pledge on its books. Securities
Intermediary shall hold all certificated securities that comprise all or part of the
Collateral with proper endorsements to the Securities Intermediary or in blank, or will
deliver possession of such certificated securities to the Pledgee. The Securities
Intermediary acknowledges the security interest granted by the Pledgor in favor of the Pledgee
in the Collateral.
 - 155 -




---



##### 



2.
    
    The Securities Intermediary represents, warrants and agrees that the Cash Collateral Account
(i) has been established and is and will be maintained with the Securities Intermediary on its
books and records and (ii) is and will be a securities account (as defined in Section
8-501(a) of the UCC) in respect of which the (A) Securities Intermediary is a securities
intermediary (as defined in Section 8-102(a)(14) of the UCC), (B) the Pledgor is the
entitlement holder (as defined in Section 8-102(a)(7) of the UCC) of the Cash Collateral
Account subject to the control (as defined in Section 8-106 of the UCC) of the Pledgee, (C)
the securities intermediarys jurisdiction (as defined in Section 8-110(e) of the UCC) of
the Securities Intermediary in respect of the Cash Collateral Account is New York and (D) all
financial assets carried in the Cash Collateral Account will have been duly credited thereto
in compliance with Section 8-501 of the UCC.
 3.
    
    The Securities Intermediary is instructed to deliver to the Pledgee copies of monthly
statements on the Cash Collateral Account.
 4.
    
    The Cash Collateral Account will be styled: International Lease Finance Corporation Cash
Collateral Account for Wells Fargo Bank Northwest, National Association.
 5.
    
    All dividends, interest, gains and other profits with respect to the Cash Collateral Account
will be reported in the name and tax identification number of the Pledgor.
 6.
    
    The Securities Intermediary may not, without the prior written consent of Pledgee, deliver,
release or otherwise dispose of the Collateral or any interest therein unless the proceeds
thereof are held or reinvested in the Cash Collateral Account as part of the Collateral or
applied by Securities Intermediary to the satisfaction of an Unsubordinated Obligation (as
defined below) owed to it. Except for such limitation and unless and until the Securities
Intermediary receives and has a reasonable period of time to act upon written notice from the
Pledgee which states that Pledgee is exercising exclusive control over the Cash Collateral
Account (a Notice of Exclusive Control), the Securities Intermediary may comply with any
investment orders or instructions from Pledgor concerning the Cash Collateral Account. A
Notice of Exclusive Control (Exhibit A) may be delivered by the Pledgee at any time upon the
occurrence and continuance of an Event of Default, and shall designate the account, person or
other location to which the financial assets in the Cash Collateral Account, and cash
dividends, interest, income, earnings and other distributions received with respect thereto,
shall thereafter be delivered. As between Pledgor and Pledgee, Pledgee agrees not to deliver
a Notice of Exclusive Control until the occurrence of an Event of Default (as defined in the
Security Agreement) that is continuing. For the avoidance of doubt, Securities Intermediary
shall have no responsibility for monitoring or determining whether an Event of Default has
occurred or is continuing.
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7.
    
    The Pledgor authorizes the Securities Intermediary, and the Securities Intermediary agrees,
to comply with any order or instruction from Pledgee concerning the Cash Collateral Account,
including an order or instruction directing sale, transfer (to the extent that the Collateral
is transferable), release or redemption of all or part of the Collateral and the remittance of
the proceeds thereof, if any, to Pledgee or as otherwise instructed by the Pledgee, without
further consent by the Pledgor. Securities Intermediary shall have no responsibility or
liability to Pledgor for complying with any order or instruction, whether oral or written,
concerning the Cash Collateral Account, the Collateral, any interest therein, or the proceeds
thereof originated by Pledgee and shall have no responsibility to investigate the
appropriateness of any such order or instruction, even if Pledgor notifies Securities
Intermediary that Pledgee is not legally entitled to originate any such order or instruction.
Securities Intermediary shall have no responsibility or liability to Pledgee for complying
with any order or instruction, whether oral or written, concerning the Cash Collateral
Account, the Collateral, any interest therein, or the proceeds thereof originated by Pledgor
except to the extent such compliance would cause Securities Intermediary to violate (i)
paragraph 6 hereof or (ii) written orders or instructions previously received from Pledgee,
including without limitation, a Notice of Exclusive Control, but only to the extent Securities
Intermediary has had reasonable opportunity to act thereon. Securities Intermediary shall be
able to rely upon any notice, order or instruction that it reasonably believes to be genuine.
Securities Intermediary shall have no responsibility or liability to Pledgee with respect to
the value of the Cash Collateral Account or any of the Collateral. This Agreement does not
create any obligation or duty on the part of Securities Intermediary other than those
expressly set forth herein.
 8.
    
    The Pledgor agrees to indemnify and hold the Securities Intermediary, its directors,
officers, employees, and agents harmless from and against any and all claims, causes of
action, liabilities, losses, lawsuits, demands, damages, costs and expenses, including without
limitation court costs and reasonable attorneys fees and expenses and allocated costs of in
house counsel, that may arise out of or in connection with this Agreement or any action taken
or not taken pursuant hereto, except to the extent caused by Securities Intermediarys gross
negligence or willful misconduct. The obligations of the Pledgor set forth in this paragraph
8 shall survive the termination of this Agreement.
 9.
    
    The Securities Intermediary is instructed that the Cash Collateral Account is to remain a
cash account within the meaning of Regulation T issued by the Board of Governors of the
Federal Reserve System. The Securities Intermediary represents that it has not received
notice regarding any lien, encumbrance or other claim to the Collateral or the Cash Collateral
Account from any other person and has not entered into an agreement with any third party to
act on such third partys instructions without further consent of the Pledgor. The Securities
Intermediary further agrees not to enter into any such agreement with any third party.
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10.
    
    The Securities Intermediary subordinates to the lien and security interest of the Pledgee any
right of setoff, encumbrance, security interest, lien or other claim that it may have against
the Collateral, except for any lien, claim, encumbrance or right of set off against the Cash
Collateral Account for (i) customary commissions and fees arising from permitted trading
activity within the Cash Collateral Account, and (ii) payment owed to Securities Intermediary
for open trade commitments for the purchase and/or sale of financial assets in and for the
Cash Collateral Account (the Unsubordinated Obligations).
 11.
    
    To the extent a conflict exists between the terms of this Agreement and any account agreement
between the Pledgor and the Securities Intermediary, the terms of this Agreement will control,
provided that this Agreement shall not alter or affect any mandatory arbitration
provision currently in effect between Securities Intermediary and Pledgor.
 12.
    
    The terms of this Agreement may not be modified except by a writing signed by all parties
hereto.
 13.
    
    Securities Intermediary reserves the right, unilaterally, to terminate this Agreement, such
termination to be effective thirty (30) days after written notice thereof is given to Pledgor
and Pledgee. At the end of such thirty (30) day period, Securities Intermediary will deliver
all assets held in the Cash Collateral Account to Pledgee unless Pledgee and Pledgor deliver
joint instructions to Securities Intermediary during such thirty (30) day period to deliver or
transfer the assets held in the Cash Collateral Account to another party or securities
intermediary. In the event that it is not possible or practicable, in the judgment of the
Securities Intermediary, to transfer the Collateral or deliver the Collateral to any other
party, the Securities Intermediary will sell such assets and deliver the proceeds according to
the instructions provided by the Pledgee or the joint instructions given by the Pledgee and
Pledgor. Nothing set forth in this provision shall be deemed to limit the right of Pledgee to
issue orders or instructions to the Securities Intermediary pursuant to paragraph 6 hereof.
Pledgee may terminate this Agreement by giving notice to Securities Intermediary and Pledgor.
Termination shall not affect any of the rights or liabilities of the parties hereto incurred
before the date of termination.
 14.
    
    This Agreement sets forth the entire agreement of the parties with respect to the subject
matter hereof, and, subject to paragraph 10 above, supersedes any prior agreement and
contemporaneous oral agreements of the parties concerning its subject matter.
 15.
    
    Except as otherwise expressly provided herein, any notice, order, instruction, request or
other communication required or permitted to be given under this Agreement shall be in writing
and may be delivered in person, sent by facsimile or other electronic means if
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electronic confirmation of error free receipt is received, or sent by United States mail,
postage prepaid, addressed to the party at the address set forth below.16.
    
    The Securities Intermediary will be excused from failing to act or delay in acting, and no
such failure or delay shall constitute a breach of this Agreement or otherwise give rise to
any liability of the Securities Intermediary, if (i) such failure or delay is caused by
circumstances beyond the reasonable control of the Securities Intermediary, including without
limitation legal constraint, emergency conditions, action or inaction of governmental, civil
or military authority, terrorism, fire, strike, lockout or other labor dispute, war, riot,
theft, flood, earthquake or other natural disaster, breakdown of public or private or common
carrier communication or transmission facilities, equipment failure, or act, negligence or
default of Pledgor or (ii) such failure or delay resulted from Securities Intermediarys
reasonable belief that the action would have violated any guideline, rule or regulation of any
governmental authority.17.
    
    Pledgor agrees to pay Securities Intermediary, upon receipt of Securities Intermediarys
invoice, all reasonable costs, expenses and attorneys fees incurred in the preparation and
administration of this Agreement (including any amendments hereto or instruments or agreements
required hereunder). Pledgor agrees to pay Securities Intermediary, upon receipt of
Securities Intermediarys invoice, all reasonable costs, expenses and attorneys fees incurred
by Securities Intermediary in connection with the enforcement of this Agreement or any
instrument or agreement required hereunder, including without limitation any reasonable costs,
expenses, and fees arising out of the resolution of any conflict, dispute, motion regarding
entitlement to rights or rights of action, or other action to enforce Securities
Intermediarys rights hereunder in a case arising under Title 11, United States Code. This
paragraph 16 shall survive termination of this Agreement.18.
    
    Notwithstanding any of the other provisions of this Agreement, in the event of the
commencement of a case pursuant to Title 11, United States Code, filed by or against Pledgor,
or in the event of the commencement of any similar case under then applicable federal or state
law providing for the relief of debtors or the protection of creditors by or against Pledgor,
Securities Intermediary may act as Securities Intermediary deems necessary to comply with all
applicable provisions of governing statutes and Pledgor shall not assert any claim against
Securities Intermediary for so doing.19.
    
    If any term or provision of this Agreement shall be invalid or unenforceable, the remainder
of this Agreement, or the application of such term or provision to persons or circumstances
other than those to which it is held invalid or unenforceable, shall be construed in all
respects as if such invalid or unenforceable term or provision were omitted.
 - 159 -




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##### 



20.
    
    This Agreement may be executed in counterparts, each of which shall be an original, and all
of which shall constitute one and the same agreement.21.
    
    This Agreement shall be governed and construed in accordance with the law of the State of New
York excluding choice of law principles that would require application of the laws of a
jurisdiction other than the State of New York.
  - 160 -




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##### 



PLEDGOR:
    
    PLEDGEE:INTERNATIONAL LEASE FINANCE
    
    WELLS FARGO BANK NORTHWEST,CORPORATION
    
    NATIONAL ASSOCIATION,as SecurityTrustee
 By:
    
    
    
    By:
 Name:
    
    
    
    Name:
 Title:
    
    
    
    Title:
 Telephone No.:
    
    
    
    Telephone No.:
 Address:
    
    Address:10250 Constellation Blvd., Suite 3400
    
    299 South Main Street, 12th floorLos Angeles, CA 90067
    
    Salt Lake City, Utah 84111Attention: Treasurer with a copy to the General
    
    Attention: Corporate Lease GroupCounsel
    
    Facsimile No. (801) 246-5053Facsimile No. (310) 788-1990
 Date:
    
    
    
    
    ,
    
    
    
    2010
    
    
    Date:
    
    
    
    
    ,
    
    
    
    2010
 - 1 -




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##### 



BANC OF AMERICA SECURITIES LLC
 By:
 Name:
 Title:
 Date:
 
 - 2 -




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##### 



Exhibit A
 [Letterhead of the Pledgee]
 [Date]
 BY FACSIMILE TRANSMISSION
 ((704) 335-6727) AND CERTIFIED MAIL
 
 
 NOTICE OF EXCLUSIVE CONTROL
    Cash Collateral Account
  []
 - 3 -




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##### 



Very truly yours,WELLS FARGO BANK NORTHWEST,NATIONAL ASSOCIATION., as SecurityTrusteeBy:Name:Title:
 cc:
    
    International Lease Finance Corporation
 - 4 -