Exhibit 10.3
 EXECUTION VERSION




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PAGEARTICLE I DEFINITIONS
    
    
    2Section 1.01 Definitions
    
    
    2Section 1.02 Construction and Usage
    
    
    7ARTICLE II SECURITY
    
    
    8Section 2.01 Grant of Security
    
    
    8Section 2.02 Security for Obligations
    
    
    12Section 2.03 Representations and Warranties of the Grantors
    
    
    12Section 2.04 Grantors Remain Liable
    
    
    14Section 2.05 Delivery of Collateral
    
    
    14Section 2.06 As to the Assigned Documents
    
    
    15Section 2.07 As to the Pool Aircraft Collateral
    
    
    16Section 2.08 As to the Equity Collateral and Investment Collateral
    
    
    16Section 2.09 Further Assurances
    
    
    17Section 2.10 Place of Perfection; Records
    
    
    19Section 2.11 Voting Rights; Dividends; Etc.
    
    
    19Section 2.12 Transfers and Other Liens; Additional Shares or Interests
    
    
    20Section 2.13 Collateral Agent Appointed Attorney-in-Fact
    
    
    20Section 2.14 Collateral Agent May Perform
    
    
    21Section 2.15 Covenant to Pay
    
    
    21Section 2.16 Delivery of Collateral Supplements
    
    
    21Section 2.17 Identification of Collateral Agents Interest
    
    
    22Section 2.18 Insurance
    
    
    22Section 2.19 Covenant Regarding Control
    
    
    22Section 2.20 Covenant Regarding Collateral Account
    
    
    22Section 2.21 As to Irish Law
    
    
    22Section 2.22 Additional Charges Over Shares
    
    
    22ARTICLE III REMEDIES
    
    
    23Section 3.01 Remedies
    
    
    23Section 3.02 Priority of Payments
    
    
    24ARTICLE IV SECURITY INTEREST ABSOLUTE
    
    
    24Section 4.01 Security Interest Absolute
    
    
    24ARTICLE V THE COLLATERAL AGENT
    
    
    25Section 5.01 Authorization and Action
    
    
    25Section 5.02 Absence of Duties
    
    
    25
 Aircraft Mortgage and Security Agreement
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Section 5.03 Representations or Warranties
    
    
    25Section 5.04 Reliance; Agents; Advice of Counsel
    
    
    26Section 5.05 Cape Town Convention
    
    
    27Section 5.06 No Individual Liability
    
    
    27ARTICLE VI SUCCESSOR COLLATERAL AGENT
    
    
    27Section 6.01 Resignation and Removal of the Collateral Agent
    
    
    27Section 6.02 Appointment of Successor
    
    
    28ARTICLE VII INDEMNITY AND EXPENSES
    
    
    28Section 7.01 Indemnity
    
    
    29Section 7.02 Secured Parties Indemnity
    
    
    29Section 7.03 No Compensation from Secured Parties
    
    
    30ARTICLE VIII MISCELLANEOUS
    
    
    30Section 8.01 Amendments; Waivers; Etc
    
    
    30Section 8.02 Addresses for Notices; Delivery of Documents
    
    
    31Section 8.03 Remedies
    
    
    32Section 8.04 Severability
    
    
    32Section 8.05 Continuing Security Interest
    
    
    32Section 8.06 Release and Termination
    
    
    32Section 8.07 Currency Conversion
    
    
    33Section 8.08 Governing Law
    
    
    34Section 8.09 Jurisdiction; Consent to Service of Process
    
    
    34Section 8.10 Counterparts; Integration; Effectiveness
    
    
    34Section 8.11 Table of Contents, Headings, Etc
    
    
    35Section 8.12 Non-Invasive Provisions
    
    
    35Section 8.13 Limited Recourse
    
    
    36
 SCHEDULESSchedule I Aircraft ObjectsSchedule II Pledged Equity Interests; Pledged DebtSchedule III Trade NamesSchedule IV Chief Place of Business and Chief Executive or Registered OfficeSchedule V InsuranceEXHIBITSExhibit A-1 Form of Collateral SupplementExhibit A-2 Form of Grantor SupplementExhibit B Form of Charge Over Shares of Irish Subsidiary HoldcoExhibit C Form of Account Control AgreementExhibit D Form of FAA Aircraft Mortgage
 Aircraft Mortgage and Security Agreement
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Exhibit E Form of FAA Aircraft Mortgage and Lease AssignmentExhibit F Form of FAA Lease AssignmentExhibit G Notice of Assignment
 Aircraft Mortgage and Security Agreement
 iii




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Agreement Parent
Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco Grantors Citibank Collateral Agent
  ILFC Lenders Administrative
Agent Credit Agreement
      Aircraft Mortgage and Security Agreement




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Section 1.01 Definitions Certain Defined Terms
           Aircraft Mortgage and Security Agreement
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Aircraft Mortgage and Security Agreement
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Aircraft Mortgage and Security Agreement
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Aircraft Mortgage and Security Agreement
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Aircraft Mortgage and Security Agreement
 6




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Terms Defined in the Cape Town Convention
 Terms Defined in the Credit Agreement
 Section 1.02 Construction and Usage
   Aircraft Mortgage and Security Agreement
 7




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provided however
 
 Section 2.01 Grant of Security
 Collateral
 Aircraft Mortgage and Security Agreement
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Assigned
Leases Lease Collateral
 Security Collateral
   Aircraft Mortgage and Security Agreement
 9




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Pledged Debt Collateral
 Membership Interest
Collateral
   Beneficial Interest
Collateral
   Assigned Agreement
Collateral
 Aircraft Mortgage and Security Agreement
 10




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Assigned Agreements
  Aircraft Purchase Collateral
 Account Collateral
   provided however provided further
 Aircraft Mortgage and Security Agreement
 11




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Section 2.02 Security for Obligations
 Section 2.03 Representations and Warranties of the Grantors
     Aircraft Mortgage and Security Agreement
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Aircraft Mortgage and Security Agreement
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Section 2.04 Grantors Remain Liable
 Section 2.05 Delivery of Collateral Chattel Paper Original
 Aircraft Mortgage and Security Agreement
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Section 2.06 As to the Assigned Documents
     Aircraft Mortgage and Security Agreement
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provided however
  Section 2.07 As to the Pool Aircraft Collateral
 Section 2.08 As to the Equity Collateral and Investment Collateral Equity Collateral
  Aircraft Mortgage and Security Agreement
 16




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Section 2.09 Further Assurances
 Aircraft Mortgage and Security Agreement
 17




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Aircraft Mortgage and Security Agreement
 18




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Section 2.10 Place of Perfection; Records
 Section 2.11 Voting Rights; Dividends; Etc
 provided
  Aircraft Mortgage and Security Agreement
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Section 2.12 Transfers and Other Liens; Additional Shares or Interests
  Section 2.13 Collateral Agent Appointed Attorney-in-Fact
 Aircraft Mortgage and Security Agreement
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provided
 Section 2.14 Collateral Agent May Perform
 Section 2.15 Covenant to Pay
 Section 2.16 Delivery of Collateral Supplements provided provided further
 Aircraft Mortgage and Security Agreement
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Section 2.17 Identification of Collateral Agents Interest
 Section 2.18 Insurance
 Section 2.19 Covenant Regarding Control
 Section 2.20 Covenant Regarding Collateral Account
 Section 2.21 As to Irish Law 2009 Act (Power of sale)
 Section 2.22 Additional Charges Over Shares
 Aircraft Mortgage and Security Agreement
 22




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Section 3.01 Remedies
    Aircraft Mortgage and Security Agreement
 23




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Section 3.02 Priority of Payments
 first
 second
 
 Section 4.01 Security Interest Absolute
       Aircraft Mortgage and Security Agreement
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Section 5.01 Authorization and Action
  Section 5.02 Absence of Duties
 Section 5.03 Representations or Warranties
 Aircraft Mortgage and Security Agreement
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Section 5.04 Reliance; Agents; Advice of Counsel
 provided however
    Aircraft Mortgage and Security Agreement
 26




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Section 5.05 Cape Town Convention
 Section 5.06 No Individual Liability
 
 Section 6.01 Resignation and Removal of the Collateral Agent
 Aircraft Mortgage and Security Agreement
 27




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Section 6.02 Appointment of Successor
 provided
   
 Aircraft Mortgage and Security Agreement
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Section 7.01 Indemnity provided
 provided
  Section 7.02 Secured Parties Indemnity mutatis mutandis
 Aircraft Mortgage and Security Agreement
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provided
 provided
  Section 7.03 No Compensation from Secured Parties
 
 Section 8.01 Amendments; Waivers; Etc
  Aircraft Mortgage and Security Agreement
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Section 8.02 Addresses for Notices; Delivery of Documents
  
  
  Aircraft Mortgage and Security Agreement
 31




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Section 8.03 Remedies
 Section 8.04 Severability
 Section 8.05 Continuing Security Interest
 Section 8.06 Release and Termination
 Aircraft Mortgage and Security Agreement
 32




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Section 8.07 Currency Conversion Received Currency Agreed Currency
 Aircraft Mortgage and Security Agreement
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Section 8.08 Governing Law
 Section 8.09 Jurisdiction; Consent to Service of Process
   Section 8.10 Counterparts; Integration; Effectiveness
 Aircraft Mortgage and Security Agreement
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Section 8.11 Table of Contents, Headings, Etc
 Section 8.12 Non-Invasive Provisions
  provided
 Aircraft Mortgage and Security Agreement
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Limited Recourse provided
   Aircraft Mortgage and Security Agreement
 36




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[The Remainder of this Page is Intentionally Left Blank]
 Aircraft Mortgage and Security Agreement
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PARK TOPANGA AIRCRAFT INC., as a GrantorBy
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    TreasurerTEMESCAL AIRCRAFT INC., as a GrantorBy
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    TreasurerBALLYSKY AIRCRAFT IRELAND LIMITED, as a GrantorBy
    /s/ Niall C. SommervilleName:
    Niall C. SommervilleTitle:
    DirectorCHARMLEE AIRCRAFT INC., as a GrantorBy
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Treasurer Aircraft Mortgage and Security Agreement
 38




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CITIBANK, N.A. not in its individual capacity but solely
as the Collateral AgentBy
    /s/ Thomas HollahanName:
    Thomas HollahanTitle:
    Managing Director and Vice President Aircraft Mortgage and Security Agreement
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AIRCRAFT OBJECTS
 AirframeManufacturer and
    
    
    
    Engine Manufacturer andModel
    
    Airframe MSN
    
    Engine Model
    
    Engine MSNs1.
    
    None
    
    N/A
    
    N/A
    
    N/A
 Aircraft Mortgage and Security Agreement
 I-1




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PLEDGED EQUITY INTERESTS
 Percentage ofPledged Equity Party
    
    Par Value
    
    
    Certificate No(s).
    
    
    Number of Shares
    
    
    Outstanding SharesTemescal Aircraft
Inc.
    
    
    N/A
    
    
    
    1
    
    
    
    100
    
    
    
    100
    %Ballysky Aircraft
Ireland Limited
    
    $
    1
    
    
    
    1
    
    
    
    10
    
    
    
    100
    %Charmlee Aircraft
Inc.
    
    
    N/A
    
    
    
    1
    
    
    
    100
    
    
    
    100
    %
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Beneficial Interest
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Membership Interest
 Aircraft Mortgage and Security Agreement
 II-1




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PLEDGED DEBT
 Description ofIntercompany
    
    Instrument of
    
    Amount of PledgedIntercompany Lender
    
    Borrower
    
    Pledged Debt
    
    DebtTemescal Aircraft
Inc.
    
    Charmlee Aircraft
Inc.
    
    Intercompany Demand
Promissory Note
    
    $
    3,000,000,000Temescal Aircraft
Inc.
    
    Ballysky Aircraft
Ireland Limited
    
    Intercompany Demand
Promissory Note
    
    $
    3,000,000,000
 Aircraft Mortgage and Security Agreement
 II-2




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TRADE NAMES
 1.
    
    Grantor: Park Topanga Aircraft Inc.

Trade Name: Park Topanga Aircraft Inc.2.
    
    Grantor: Temescal Aircraft Inc.
Trade Name: Temescal Aircraft Inc.3.
    
    Grantor: Charmlee Aircraft Inc.
Trade Name: Charmlee Aircraft Inc.4.
    
    Grantor: Ballysky Aircraft Ireland Limited
Trade Name: Ballysky Aircraft Ireland Limited
 Aircraft Mortgage and Security Agreement
 III-1




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CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OR REGISTERED OFFICE
 Chief Executive Office, Chief Place ofBusiness or Registered OfficeName of Grantor
    
    and Organizational ID (if applicable)Park Topanga Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-5306173Temescal Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-5306297Ballysky Aircraft Ireland Limited
    
    c/o ILFC Ireland Limited30 North Wall QuayDublin 1, IrelandFacsimile: 353-1-672-0270Telephone: 353-1-802-8901Corporation No. 495999Charmlee Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-5304959
 Aircraft Mortgage and Security Agreement
 IV-1




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1.
    
    Obligation to InsureSo long as this Agreement shall remain in effect, the Grantors will ensure that there is
effected and maintained appropriate insurances, maintained with insurers or reinsured
with reinsurers of recognized responsibility or pursuant to governmental indemnities, in
respect of each Pool Aircraft and the Collateral Agent and the Administrative Agent 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 Insurances
 The Grantors will maintain or will cause to be maintained the following specific insurances
with respect to each Pool Aircraft (subject to paragraph 3):
 (a)
    
    All Risks Hull Insurance All risks hull insurance policy on the Pool
Aircraft in an amount at least equal to 110% of the outstanding principal of the Loans
allocable to such Pool Aircraft, calculated based on the most recent appraised value
(the Required Insured Value) on an agreed value basis and naming the
Collateral Agent (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 insurance program uses AVN67B or a successor London market endorsement
similar thereto, the Grantor shall procure that the Collateral Agent is named as a
Contract Party in respect of such hull insurance and shall ensure that the Collateral
Agent is also named as such a Contract Party in respect of any new Lease entered
into);(b)
    
    Hull War Risk Insurance Hull war risk and allied perils insurance,
including hijacking, (excluding, however, confiscation by government of registry or
country of domicile to the extent coverage of such risk is not generally available to
the applicable Lessee in the relevant insurance market at a commercially reasonable cost
or is not customarily obtained by operators in such jurisdiction at such time 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 Collateral Agent (for and on behalf of itself and the
Secured Parties) as a loss payee for the Required Insured Value (provided,
 Aircraft Mortgage and Security Agreement
 V-1




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however, that, if the applicable insurance program uses AVN67B or a successor
London market endorsement similar thereto, the Grantors shall procure that the
Collateral Agent is named as a Contract Party in respect of such insurance and shall
ensure that the Collateral Agent is also named as such a Contract Party in respect of
any new Lease entered into);(c)
    
    Legal Liability Insurance Third party legal liability insurance
(including war and allied perils) for a combined single limit (bodily injured and
property damage) of not less than $500,000,000 for a Narrowbody Aircraft, and not less
than $750,000,000 for Widebody Aircraft. The Collateral Agent and the Administrative
Agent (for and on behalf of themselves and the Secured Parties) shall be named as
additional insureds on such policies; provided that if the applicable insurance
program uses AVN 67B or a successor London market endorsement similar thereto, the
Grantors shall procure that the Collateral Agent and the Administrative Agent are named
as Contract Parties in respect of such insurance and the Grantors shall ensure that
the Collateral Agent and the Administrative Agent are also named as such a Contract
Party in respect of any new Lease.(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.Proceeds of insurance paid to the Collateral Agent shall be disbursed to the Borrower unless
an Event of Default has occurred and is continuing, in which case such proceeds will be held
in the Collateral Account until applied as provided in the Credit Agreement or herein;
provided, however, that if, pursuant to a Lease, such insurance proceeds are
payable to a Lessee, such insurance proceeds shall in all circumstances be paid to such Lessee
in accordance with such Lease.
 3.
    
    Variations on Specific Insurance Requirements
 In certain circumstances, it is customary that not all of the insurances described in
paragraph 2 be carried for the Pool Aircraft. For example, when a Pool Aircraft is not on
lease to a passenger air carrier or is in storage or is being repaired or maintained, ferry
or ground rather than passenger flight coverage for the Pool Aircraft are applicable.
Similarly, indemnities may be provided by a Governmental Authority in lieu of particular
insurances; provided, however, that the Grantors shall not, without the prior
written consent of the Collateral Agent, 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 Value
 For the avoidance of doubt, any Grantor and/or any Lessee may carry hull risks and hull war
and allied perils insurance on the Pool Aircraft in excess of the Required Insured Value
which (subject in the case of the Grantors with respect to the insurance required to
 Aircraft Mortgage and Security Agreement
 V-2




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be carried by the Lessee under the Lease to no Event of Default having occurred and being
continuing) will not be payable to the Collateral Agent. Such excess insurance proceeds, if
paid under the insurances required to be carried by the Lessee under the Lease, will be
payable to (i) if payable to the Grantors, to the relevant Grantor, unless an Event of
Default has occurred and is continuing in which case the excess shall be payable to the
Collateral Agent 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 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 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
utilised by operators in the same country and whose operational network for such Pool
Aircraft and credit status is similar to the type of business as the Lessee (if any) and at
the time commonly available in the insurance market. In all cases, the relevant Grantor will
set the standards, review and manage the insurances on the Pool Aircraft consistent with
Leasing Company Practice with respect to similar aircraft.7.
    
    Insurance Brokers and InsurersIn reviewing and accepting the insurance brokers (if any) and reinsurance brokers (if any)
and insurers and reinsurers (if any) providing coverage with respect to the Pool Aircraft,
the relevant Grantor will utilize standards consistent with Leasing Company Practice with
respect to similar aircraft. It is recognized that airlines in certain countries are
required to utilize brokers (and sometimes even no brokers) or carry insurance with local
insurance brokers and insurers. If at any time any Pool Aircraft is not subject to a Lease,
the relevant Grantor will cause its insurance brokers to provide the Collateral Agent 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
 Aircraft Mortgage and Security Agreement
 V-3




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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 Collateral Agent, promptly inform the
Collateral Agent 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 Collateral Agent 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
Collateral Agent evidence of renewal of the insurances and reinsurance (if any).10.
    
    InformationSubject to applicable confidentiality restrictions, each of the Grantors shall provide the
Collateral Agent or shall ensure that the Collateral Agent 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.
 Aircraft Mortgage and Security Agreement
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Aircraft Mortgage and Security Agreement Parent Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco Grantors Collateral Agent
    Aircraft Mortgage and Security Agreement
 A-1-1




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By:Name:Title:  
 By:Name:Title: Aircraft Mortgage and Security Agreement
 A-1-2




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Airframe Manufacturer
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model
 Aircraft Mortgage and Security Agreement
 A-1-3




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PLEDGED EQUITY INTERESTS
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Beneficial Interest
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Membership Interest
  Pledged Equity Party
    
    Certificate No.
    
    Percentage Stock
 PLEDGED DEBT
  Aircraft Mortgage and Security Agreement
 A-1-4




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Aircraft Mortgage and Security Agreement
 A-1-5




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Aircraft Mortgage and Security Agreement
 A-1-6




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Aircraft Mortgage and Security Agreement Parent Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco Grantors Collateral Agent
  Grant of Security Interest Supplementary Collateral
  Aircraft Mortgage and Security Agreement
 A-2-1




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Assigned Leases Lease Collateral
 Security Collateral
   Pledged Debt Collateral
 Membership Interest Collateral
 Aircraft Mortgage and Security Agreement
 A-2-2




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Beneficial Interest Collateral
   Assigned Agreement Collateral
 Assigned Agreements
  Aircraft Mortgage and Security Agreement
 A-2-3




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Aircraft Purchase Collateral
 Account Collateral
   provided
    [Signature Page Follows]
 Aircraft Mortgage and Security Agreement
 A-2-4




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[NAME OF GRANTOR]By:Name:Title:  
 By:Name:Title: Aircraft Mortgage and Security Agreement
 A-2-5




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Airframe Manufacturer
    
    
    
    Engine ManufacturerAirframe MSN
    
    and Model
    
    Engine MSNs
    
    and Model
 Aircraft Mortgage and Security Agreement
 A-2-6




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PLEDGED EQUITY INTERESTS
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Beneficial Interest
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Membership Interest
  Pledged Equity Party
    
    Certificate No.
    
    Percentage Stock
 PLEDGED DEBT
 Aircraft Mortgage and Security Agreement
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Aircraft Mortgage and Security Agreement
 A-2-8




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Chief Executive Office, Chief Place ofBusiness and Registered Office and Organizational IDName of Grantor
    
    (if applicable)
 Aircraft Mortgage and Security Agreement
 A-2-9




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Aircraft Mortgage and Security Agreement
 A-2-10




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Aircraft Mortgage and Security Agreement
 A-2-11




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Aircraft Mortgage and Security Agreement
 B-1




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March__ 2011
 SHARE CHARGE
  TEMESCAL AIRCRAFT INC.
   CITIBANK, N.A.
  in respect of shares of
 Ballysky Aircraft Ireland Limited
 A & L GOODBODY
 1




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SHARE CHARGE
 BETWEEN
 (1)
    
    TEMESCAL AIRCRAFT INC.,a company incorporated under the laws of California
(the Chargor); and(2)
    
    CITIBANK, N.A.,a national banking association as the collateral agent under
the Security Agreement (as defined below), (the Chargee);
 WHEREAS
 A.
    
    By a term loan credit agreement dated as of March__ 2011made between Temescal Aircraft Inc.
as borrower, ILFC, Topanga Park Aircraft Inc., Charmlee Aircraft Inc and Ballysky Aircraft
Ireland Limited (the Company) as obligors, the lenders identified therein as lenders,
Citibank, N.A. as administrative agent and collateral agent (the Collateral Agent), Citigroup
Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint lead structuring agents
and joint lead placement agents and BNP Paribas as joint placement agent (the Credit
Agreement) the Lenders have agreed to make available a term loan facility to the Borrower.B.
    
    By an aircraft mortgage and security agreement dated as of March__ 2011 between the Chargor
and others and the additional grantors referred to therein as Grantors and the Chargee, as the
Collateral Agent, such Grantors have agreed to grant certain security to the Chargee (the
Security Agreement).C.
    
    Pursuant to the terms of the Credit Agreement, the Chargor has agreed to grant this charge
over the shares in the Company.D.
    
    The terms and conditions of this Charge are acceptable to the Chargee.
 NOW THIS CHARGE WITNESSETH
 1.
    
    DEFINITIONS AND INTERPRETATION1.1.
    
    In this Charge (including the Recitals), words and expressions defined in the Security
Agreement shall (unless otherwise defined herein or the context requires otherwise) have the
same meaning herein and the following words and expressions shall have the following meanings,
except where the context otherwise requires:Actmeans the Land and Conveyancing Law Reform Act 2009;this Chargemeans this share charge;Companymeans Ballysky Aircraft Ireland Limited (registered number 495999), a company
incorporated in Ireland having its registered office at 30 North Wall Quay, Dublin 1,
Ireland;Charged Propertymeans:
 (1)
    
    all the issued shares in the capital of the Company as described
in Schedule A and all other shares and share warrants in the capital of the
Company from time to time legally or beneficially owned by the Chargor during
the Security Period (together the Charged Shares); and(2)
    
    including in each case all proceeds of sale thereof and all
dividends, interest or other distributions hereafter declared, made, paid or
payable in respect of the same and all allotments, accretions, offers, rights,
benefits and advantages whatsoever at any time accruing, offered or arising in
respect of or incidental to the same and all stocks, shares, rights, money or
property accruing thereto or offered at any time by way of conversion,
redemption, bonus, preference, option, substitution, capital redemption or
otherwise in respect thereof;
 2




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##### 



provided, however, that notwithstanding any of the foregoing provisions, so
long as no Event of Default shall have occurred and be continuing and the Loans have been
accelerated and for so long as such acceleration shall not have been rescinded, the Chargor
shall have the right, to the exclusion of the Chargee to (i) all distributions, cash,
instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Charged Property, and once
paid by Chargor to a non-Grantor under the Security Agreement, shall be free and clear of
the Charge hereof and shall not constitute Charged Property, and if an Event of Default
shall have occurred and be continuing and the Loans have been accelerated and for so long as
such acceleration shall not have been rescinded, Chargor shall not make any such payment to
a non-Grantor without the Chargees consent; provided further that the
Charged Property shall not include any Excluded Property.Charged Shareshas the meaning assigned thereto in the definition of Charged Property;Event of Defaultmeans any Event of Default as defined in the Credit Agreement;Loan Documenthas the meaning given to it in the Credit Agreement;Partiesmean the parties to this Charge;Receivermeans a receiver (whether appointed pursuant to this Charge, pursuant to any
statute, by a court or otherwise) of the Charged Property or any part of it;Secured Obligationshas the meaning given to it in the Security Agreement;Secured Partymeans any of or, in the plural form, all of the Chargee, the Lenders, the
Administrative Agent and the Syndication Agent; andSecurity Periodmeans the period commencing on the date of execution of this Charge and
terminating upon the date on which the Secured Obligations have been unconditionally and
irrevocably paid and discharged in full.
 1.2.
    
    In this Charge:
 1.2.1.
    
    words and phrases the definition of which is contained in or referred to section 2 of
the Companies Act, 1963 are to be construed as having the meaning attributed to them
therein;1.2.2.
    
    references to statutory provisions shall be construed as references to those
provisions as amended or re-enacted or as their application is modified by other
provisions from time to time and shall include references to any provisions of which
they are reenactments (whether with or without modification);1.2.3.
    
    references to clauses, recitals and schedules are references to clauses hereof,
recitals hereof and schedules hereto; references to sub-clauses or paragraphs are,
unless otherwise stated, references to sub-clauses of the clause or paragraphs of the
schedule in which the reference appears;1.2.4.
    
    references to the singular shall include the plural and vice versa and references to
the masculine shall include the feminine or neuter and vice versa;1.2.5.
    
    references to persons shall include natural persons, firms, partnerships, companies,
corporations, associations, organisations, governments, states, foundations, trusts,
bodies of persons whether incorporated or unincorporated (in each case whether or not
having a separate legal personality);1.2.6.
    
    references to assets include property, rights and assets of every description;1.2.7.
    
    references to any document are to be construed as references to such document as
amended, varied, assigned, novated, restated or supplemented from time to time;1.2.8.
    
    references to any person shall be construed so as to include that persons
successors, assigns and transferees;1.2.9.
    
    any reference to a legal term for any action, remedy, method of judicial proceeding,
legal
 3




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##### 



document, legal status, court, official or any legal concept or thing is, in respect
of any jurisdiction other than Ireland, shall be deemed to include a reference to
what mostly nearly approximates in that jurisdiction to the Irish legal term;1.2.10.
    
    the headings are inserted for convenience only and are not to affect the
construction of this Charge; and1.2.11.
    
    any phrase introduced by the terms including, include, in particular or any
similar expression is to be construed as illustrative and shall not limit the sense of
the words proceeding those terms.
 2.
    
    COVENANT TO PAY AND PERFORM
 2.1.
    
    The Chargor hereby covenants and undertakes with the Chargee that it shall pay and discharge
the Secured Obligations as and when they become due to be paid or discharged as and to the
extent provided in the Credit Agreement, this Charge or any other Loan Document.2.2.
    
    The Chargor shall pay interest on any delinquent sum (before and after any judgment) from the
date of demand until the date of payment calculated on a daily basis in accordance with the
provisions of the Credit Agreement.2.3.
    
    Any payment made by the Chargor under this Charge shall be made free and clear of and without
any deduction for or on account of any set-off or counterclaim.
 3.
    
    SECURITY
 3.1.
    
    As a continuing security for the payment and performance of the Secured Obligations, the
Chargor as legal and beneficial owner hereby charges to the Chargee, by way of a first fixed
charge, all of its right, title and interest in and to the Charged Property.3.2.
    
    The Chargor hereby agrees to deliver to the Chargee, on the date of execution of this Charge:
 3.2.1.
    
    an undated stock transfer form (executed in blank by or on behalf of the Chargor) in
respect of all the Charged Shares;3.2.2.
    
    all share certificates, warrants and other documents of title representing the
Charged Shares together with a certified copy of the up to date register of members of
the Company;3.2.3.
    
    an undated irrevocable proxy in respect of the Charged Shares executed by the
Chargor, in the for set out in Schedule C to this Charge;3.2.4.
    
    an irrevocable appointment signed by the Chargor in respect of the Charged Shares, in
the form set out in Schedule D to this Charge; and3.2.5.
    
    executed but undated letters of resignation and release from each of the directors,
alternate directors and secretary of the Company appointed by the Chargor in the forms
set out in Schedule B to this Charge.
 The Chargee acknowledges and agrees that if at any time the Secured Obligations have been
unconditionally and irrevocably paid and discharged in full it shall, or if otherwise
required pursuant to this Charge or the Security Agreement or the Credit Agreement, the
Chargee shall deliver the documents referred to in this clause 3.2 to the Chargor or to a
new Chargee if so instructed by the Chargor and thereafter during the Security Period, such
documents shall be held by the new Chargee.3.3.
    
    The Chargor will procure that, for the duration of the Security Period, there shall be (a) no
increase or reduction in the authorised or issued share capital of the Company, (b) no
variation of the rights attaching to or conferred by the Charged Property or any part of it,
and (c) no alteration to the constitutive documents of the Company, in each case, without the
prior consent in writing of the Chargee (not to be unreasonably withheld), but the foregoing
shall not be interpreted as requiring the Chargees consent to further capital contribution to
the Company by the Chargor.
 4




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##### 



3.4.
    
    The Chargor will deliver, or cause to be delivered, to the Chargee immediately upon (subject
to clause 3.3) the issue of any further Charged Shares, the items listed in clauses 3.2.1 and
3.2.2 in respect of all such further Charged Shares.3.5.
    
    The Chargor will deliver or cause to be delivered, to the Chargee immediately upon (subject
to clause 3.3) the appointment of any further director, alternate director or officer of the
Company an undated, signed letter of resignation from such further director, alternate
director or officer in a form acceptable to the Chargee.3.6.
    
    The Chargor hereby covenants that, except as otherwise provided in the Loan Documents, during
the Security Period:
 3.6.1.
    
    it will remain the legal and beneficial owner of the Charged Property;3.6.2.
    
    it will not create or suffer the creation or existence of any Liens (other than
Permitted Liens) on or in respect of the whole of any part of the Charged Property or
any of its interest therein;3.6.3.
    
    it will not sell, assign, transfer or otherwise dispose of any of its interest in the
Charged Property in any such case, without the prior consent in writing of the Chargee;3.6.4.
    
    it will not permit any person other than the Chargee (or such person as may be
specified for this purpose in writing by the Chargee) to be registered as holder of the
Shares or any part thereof;3.6.5.
    
    it will duly and promptly pay all calls, instalments or other payments which may be
or become due in respect of the Charged Shares as and when the same from time to time
become due;3.6.6.
    
    it will promptly give to the Chargee all material notices and other documents
received in respect of the Charged Shares;3.6.7.
    
    it will ensure that, except as required by law, the Charged Shares are, and at all
times remain, free from any restriction on transfer to the Chargee, its nominee(s) or
to any purchaser from the Chargee pursuant to the exercise of any rights or remedies of
the Chargee under or pursuant to this Charge;3.6.8.
    
    it will notify the Chargee immediately upon receipt of any notice issued under
section 16(1) of the Companies Act, 1990 in respect of all or any of the Charged Shares
or upon becoming aware that any such notice has been issued or that steps have been
taken or are about to be taken to obtain an order for the sale of all or any of the
Charged Shares under section 16(7) of the Companies Act 1990;3.6.9.
    
    it will not claim any set-off or counterclaim against the Chargee or any Secured
Party;3.6.10.
    
    following the occurrence of an Event of Default which is continuing and the
acceleration of the Loans and for so long as such acceleration shall not have been
rescinded, it will not claim or prove in competition with the Chargee or any Secured
Party in the bankruptcy or liquidation of the Company or have the benefit of, or share
in, any payment from or composition with, the Company for any indebtedness of the
Company provided thatif so directed by the Chargee, it will prove for the whole or any
part of its claim in the liquidation or bankruptcy of the Company on terms that the
benefit of such proof and of all money received by it in respect thereof shall be held
on trust for the Chargee and applied in or towards the discharge of the liabilities and
obligations of the Chargor to the Chargee under this Charge in such manner as the
Chargee shall deem appropriate;3.6.11.
    
    it will not exercise its rights of subrogation against the Company;3.6.12.
    
    following the occurrence of an Event of Default which is continuing and the
acceleration of the Loans and for so long as such acceleration shall not have been
rescinded, it will take such action as the Chargee may, in its absolute discretion,
direct in the event that it becomes possible (whether under the terms of issue of the
Charged Shares, a reorganisation or otherwise) to convert or exchange the Charged
Shares or have them repaid or in the event that any offer to purchase is made in
respect of the Charged Shares or any proposal is made for varying or
abrogating any rights attaching to them; and
 5




---



##### 



3.6.13.
    
    it will not permit any of the Charged Shares to be redeemed and repaid.
 3.7.
    
    The Chargor shall remain liable to perform all the obligations assumed by it in relation to
the Charged Property and the Chargee shall be under no obligation of any kind whatsoever in
respect thereof or be under any liability whatsoever in the event of any failure by the
Chargor to perform its obligations in respect thereof.3.8.
    
    For the avoidance of doubt, the Chargee shall not in any circumstances incur and liability
whatsoever in respect of any calls, instalments or otherwise in connection with the Charged
Property.3.9.
    
    Upon the Chargee being satisfied that the Secured Obligations have been unconditionally and
irrevocably paid and discharged in full, or as otherwise provided in the Credit Agreement or
the other Loan Documents, and following a written request therefor from the Chargor, the
Chargee will, subject to being indemnified to their reasonable satisfaction for the costs and
expenses incurred by the Chargee in connection therewith, release the security constituted by
this Charge.4.
    
    REPRESENTATIONS AND WARRANTIES OF THE CHARGOR4.1.
    
    The Chargor hereby represents and warrants to the Chargee and the Secured Parties that:
 4.1.1.
    
    it is not in breach of any of its obligations under this Charge;4.1.2.
    
    the Chargor is the sole legal and beneficial owner of all of the Charged Property
free from any Lien (other than any Permitted Lien) and any options or rights of
pre-emption;4.1.3.
    
    the Chargor has not sold or otherwise disposed of or agreed to sell or otherwise
dispose of or granted or agreed to grant any option in respect of the Charged Property
and, except as otherwise permitted under the Loan Documents, will not do any of the
foregoing at any time during the Security Period;4.1.4.
    
    it is not necessary that this Charge be filed, recorded or enrolled with any court or
other authority in Ireland or any other jurisdiction (except filing with the Irish
Companies Registration Office pursuant to Section 111 of the Companies Act 1963 and
under the Uniform Commercial Code enacted in any jurisdiction);4.1.5.
    
    the Charged Shares constitute all of the issued share capital of the Company;4.1.6.
    
    the Charged Shares have been duly authorised, validly issued and are fully paid or
credited as fully paid, no calls have been made in respect thereof and remain unpaid
and no calls can be made in respect of such Charged Shares in the future;4.1.7.
    
    the terms of the Charged Shares and of the constitutive documents of the Company do
not restrict or otherwise limit the Chargors right to transfer or charge the Charged
Shares and the directors of the Company cannot refuse to register any transfer of the
Charged Shares to the Chargee or any party nominated by the Chargee;4.1.8.
    
    it will not be required to make any deduction or withholding from any payment it may
make under this Charge.
 4.2.
    
    The Chargor acknowledges that the Chargee has entered into this Charge in reliance on the
representations and warranties set out in Clause 4.1.5.
    
    DEALINGS WITH CHARGED PROPERTY5.1.
    
    Unless and until the occurrence of an Event of Default which is continuing and the
acceleration of the Loans and for so long as such acceleration shall not have been rescinded:
 5.1.1.
    
    subject always to Clause 3.3, the Chargor shall continue to be entitled to exercise
all voting and consensual powers pertaining to the Charged Property or any part thereof
for all purposes not inconsistent with the terms of this Charge; and
 6




---



##### 



5.1.2.
    
    the Chargor shall be entitled to receive and retain any cash dividends, but not other
moneys or assets accruing on or in respect of the Charged Property or any part thereof
 provided thatthe Chargor shall not exercise such voting rights in any manner which would,
or would be reasonably likely to, violate the Credit Agreement or the Security Agreement.5.2.
    
    The Chargor shall pay when due all calls, installments or other payments and shall discharge
all other obligations, which may become due in respect of any of the Charged Property and
following the occurrence of an Event of Default which is continuing and the acceleration of
the Loans and for so long as such acceleration shall not have been rescinded, the Chargee may
if it thinks fit (but shall not be obliged to) make such payments or discharge such
obligations on behalf of the Chargor. Any sums so paid by the Chargee in respect thereof
shall be repayable on demand by the Chargor with interest thereon calculated in accordance
with clause 2.2 and pending such repayment shall constitute part of the Secured Obligations.5.3.
    
    The Chargee shall not have any duty to ensure that any dividends, interest or other moneys
and assets receivable in respect of the Charged Property are duly and punctually paid,
received or collected as and when the same become due and payable or to ensure that the
correct amounts (if any) are paid or received on or in respect of the Charged Property or to
ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other
property paid, distributed, accruing or offered at any time by way of redemption, bonus,
rights, preference, or otherwise on or in respect of, any of the Charged Property.5.4.
    
    The Chargor hereby authorises the Chargee to arrange at any time and from time to time (after
the occurrence of an Event of Default which is continuing and the acceleration of the Loans
and for so long as such acceleration shall not have been rescinded) for the Charged Property
or any part thereof to be registered in the name of the Chargee (or its nominee) thereupon to
be held, as so registered, subject to the terms of this Charge.5.5.
    
    The Chargor may not take any action in relation to the Charged Property or this Charge under
the provisions of Section 94 of the Act (Court order for sale).6.
    
    PRESERVATION OF SECURITY6.1.
    
    It is hereby agreed and declared that:
 6.1.1.
    
    the security created by this Charge shall be held by the Chargee as a continuing
security for the payment and discharge of the Secured Obligations and the security so
created shall not be satisfied by any intermediate payment or satisfaction of any part
of the Secured Obligations;6.1.2.
    
    the security created by this Charge is in addition to and independent of and shall
not prejudice or merge with any other security (or any right of set-off) which the
Chargee may hold at any time for the Secured Obligations or any of them;6.1.3.
    
    the Chargee shall not be bound to seek to recover any amounts due from the Borrowers
or any other person, exercise any rights against a Borrower or any other person or
enforce any other security before enforcing the security created by this Charge;6.1.4.
    
    no delay or omission on the part of the Chargee in exercising any right, power or
remedy under this Charge shall impair such right, power or remedy or be construed as a
waiver thereof nor shall any single or partial exercise of any such right, power or
remedy preclude any further exercise thereof or the exercise of any other right, power
or remedy. The rights, powers and remedies herein provided are cumulative and not
exclusive of any rights, powers and remedies provided by law and may be exercised from
time to time and as often as the Chargee may deem expedient; and6.1.5.
    
    any waiver by the Chargee of any terms of this Charge shall only be effective if
given in writing and then only against the Chargee and for the purpose and upon the
terms for which it is given.
 6.2.
    
    Where any discharge is made in whole or in part or any arrangement is made on the faith of
any payment, security or other disposition which is avoided or must be repaid on bankruptcy,
liquidation, by
 7




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##### 



virtue of Section 1001 of the Taxes Consolidation Act 1997 or otherwise without limitation,
this Charge shall continue in force as if there had been no such discharge or arrangement.
The Chargee shall be entitled to concede or compromise in good faith any claim that any such
payment, security or other disposition is liable to avoidance or repayment.6.3.
    
    Until the Secured Obligations have been unconditionally and irrevocably satisfied and
discharged in full to the satisfaction of the Chargee or as otherwise provided in the Credit
Agreement or the Security Agreement, the Chargee may at any time keep in a separate account or
accounts (without liability to pay interest thereon) in the name of the Chargee for as long as
the Chargee may think fit, any moneys received recovered or realised under this Charge or
under any other guarantee, security or agreement relating in whole or in part to the Secured
Obligations without being under any intermediate obligation to apply the same or any part
thereof in or towards the discharge of such amount except as otherwise provided in the Loan
Documents.7.
    
    ENFORCEMENT OF SECURITY7.1.
    
    The security hereby constituted shall become enforceable upon the occurrence of an Event of
Default which is continuing and the acceleration of the Loans and for so long as such
acceleration shall not have been rescinded.7.2.
    
    At any time after the occurrence of an Event of Default which is continuing and the
acceleration of the Loans and for so long as such acceleration shall not have been rescinded,
the rights conferred on the Chargee under this Charge or by law shall be immediately
exercisable upon and at any time thereafter and, without prejudice to the generality of the
foregoing, the Chargee or any Receiver appointed hereunder without further notice to the
Chargor:
 7.2.1.
    
    may solely and exclusively exercise all voting and/or consensual powers pertaining to
the Charged Property or any part thereof and may exercise such powers in a such manner
as the Chargee may think fit; and/or7.2.2.
    
    may complete any share transfer forms then held by the Chargee pursuant to this
Charge in the name of the Chargee (or its nominee) and the Chargor shall do whatever
the Chargee requires in order to procure the prompt registration of such transfer and
the prompt issue of a new certificate or certificates for the relevant Charged Property
in the name of the Chargee; and/or7.2.3.
    
    date any or all, as the Chargee in its absolute discretion may deem appropriate, of
the letters of resignation of the Directors and Secretary of the Company provided to
the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to
clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and
sign, seal, execute, deliver, acknowledge, file and register all such documents,
instruments, agreements, certificates and any other document (including, but not
limited to, such letters of resignation) and do any and all such other acts or things
as the Chargee may in its absolute discretion deem necessary or desirable to remove any
or all of the Directors and/or Secretary from the office of director or, as the case
may be, secretary of the Company.7.2.4.
    
    may receive and retain all dividends, interest or other moneys or assets accruing on
or in respect of the Charged Property or any part thereof, such dividends, interest or
other moneys or assets to be held by the Chargee, as additional security charged under
and subject to the terms of this Charge and any such dividends, interest and other
moneys or assets received by the Chargor after such time shall be held in trust by the
Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or7.2.5.
    
    may sell, transfer, grant options over or otherwise dispose of the Charged Property
or any part thereof at such place and in such manner and at such price or prices as the
Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign
and transfer in accordance therewith the Charged Property so sold, transferred, granted
options over or otherwise disposed of.
 7.3.
    
    At any time after the security constituted by this Charge has become enforceable:
 7.3.1.
    
    the statutory power of sale conferred by section 100 (Power of sale) of the Act free
from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and
without the requirement
 8




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##### 



to serve notice (as provided for in section 100(1));
and7.3.2.
    
    the incidental powers of sale conferred by section 102 (Incidental powers)
 will immediately arise and be exercisable by the Chargee and/or any Receiver (as
appropriate).7.4.
    
    Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall
not be bound to see or enquire whether the Chargees power of sale has become exercisable in
the manner provided in this Charge and for the purposes and benefit of such purchaser the sale
shall be deemed to be within the power of the Chargee, and the receipt of the Chargee for the
purchase money shall effectively discharge the purchaser who shall not be concerned with the
manner of application of the proceeds of sale or be in any way answerable therefor.7.5.
    
    The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any
payment received by it under this Charge or to make any claim or to take any action to collect
any moneys assigned by this Charge or to enforce any rights or benefits assigned to it by this
Charge or to which the it may at any time be entitled hereunder.7.6.
    
    Neither the Chargee nor any of its respective agents, managers, officers, employees,
delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or
expense incurred or arising in connection with the exercise or purported exercise of any
rights, powers and discretions hereunder in the absence of gross negligence, dishonesty or
willful default.7.7.
    
    The provisions of section 97 of the Act (Taking possession), section 99(1) (Mortgagee in
possession) and section 101 (Applications under sections 97 and 100) shall not apply to this
Charge.7.8.
    
    Receivers
 7.8.1.
    
    At any time after the occurrence of an Event of Default and for so long as it is
continuing and the acceleration of the Loans and for so long as such acceleration shall
not have been rescinded, the Chargee may by a written instrument and without notice to
any party appoint a Receiver of the Charged Property or any part of it. A Receiver so
appointed shall be the agent of the Chargor and the Chargor shall be solely responsible
for his acts, defaults and remuneration but the Chargee will have power from time to
time to fix the remuneration of any Receiver and direct payment thereof out of the
proceeds of the Charged Property. The restrictions contained in section 108(1) and the
provisions of sub-sections 108(4) and (7) (Appointment of a Receiver) of the Act will
not apply to the appointment of a Receiver under this clause 7.8.1;7.8.2.
    
    The Chargee may by instrument in writing delegate to any such Receiver all or any of
the rights, powers and discretions vested in it by this Charge pursuant to section
108(3) of the Act;7.8.3.
    
    The Chargee may by instrument in writing delegate to any such Receiver all or any of
the rights, powers and discretions vested in it by this Charge;7.8.4.
    
    In addition to the powers conferred on the Chargee by this Charge, the Receiver
appointed pursuant to Clause 7.8.1 shall have in relation to the Charged Property all
the powers conferred by the Act (as extended by this Charge) on a Receiver appointed
under that Act;7.8.5.
    
    The Chargee shall not be responsible for any negligence on the part of a Receiver,
provided that the Chargee shall have used bona fides in the appointment of such
Receiver;7.8.6.
    
    Neither the Chargee nor any Receiver appointed under this Charge shall be liable to
account as mortgagee in possession in respect of any of the Charged Property or be
liable for any loss upon realisation or for any neglect or default of any nature
whatsoever (except to the extent that the same results from their or his gross
negligence or willful default in connection with any of the Charged Property) for which
a mortgagee in possession might as such be liable and all costs, charges and expenses
incurred by the Chargee or any Receiver appointed hereunder (including the costs of any
proceedings to enforce the security) together with all Value Added Tax thereon shall be
paid by the Chargor on a solicitor and own client basis and shall form part of the
Secured Obligations and be charged on and paid out of the Charged Property; and7.8.7.
    
    All amounts realized by the Chargee in connection with the exercise of rights and
remedies
 9




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##### 



hereunder shall be applied by the Chargee as provided in section 3.02 (Priority of
Payments) of the Security Agreement. To the extent relevant, the subordination
arrangements set forth in Sections 2, 5 and 6 of the Intercreditor Agreement shall
apply to this Charge.
 8.
    
    FURTHER ASSURANCES8.1.
    
    The Chargor shall from time to time at its expense, but only to the extent required by the
Express Perfection Requirements, execute and deliver any and all such further instruments and
documents and take all such actions as the Chargee in its reasonable discretion may require
for:
 8.1.1.
    
    perfecting, protecting or ensuring the priority of the security hereby created (or
intended to be created);8.1.2.
    
    preserving or protecting any of the rights of the Chargee under this Charge;8.1.3.
    
    ensuring that the security constituted by this Charge and the covenants and
obligations of the Chargor under this Charge shall enure to the benefit of any assignee
of the Chargee;8.1.4.
    
    facilitating the appropriation or realisation of the Charged Property or any part
thereof; or8.1.5.
    
    the exercise of any power, authority or discretion vested in the Chargee under this
Charge, in any such case, forthwith upon demand by the Chargee and at the expense of the Chargor.
 9.
    
    INDEMNITIES9.1.
    
    The Chargor will indemnify and save harmless the Chargee and each of its agents or attorneys
appointed under or pursuant to this Charge from and against any and all expenses, claims,
liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the
Chargee or such agent or attorney:
 9.1.1.
    
    in the exercise or purported exercise of any rights, powers or discretions vested in
them pursuant to this Charge;9.1.2.
    
    in the preservation or enforcement of the Chargees rights under this Charge or the
priority thereof; or9.1.3.
    
    on the release of any part of the Charged Property from the security created by this
Charge, as provided in the Security Agreement and subject to the terms thereof.
 9.2
    
    If, under any applicable law or regulation, and whether pursuant to a judgment being made or
registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any
other reason any payment under or in connection with this Charge is made or fails to be
satisfied in a currency (the Payment Currency) other than the currency in which such payment
is due under or in connection with this Charge (the Contractual Currency), then to the extent
that the amount of such payment actually received by the Chargee when converted into the
Contractual Currency at the rate of exchange, falls short of the amount due under or in
connection with this Charge, the Chargor, as a separate and independent obligation, shall
indemnify and hold harmless the Chargee against the amount of such shortfall. For the
purposes of this clause 9.2, rate of exchange means the rate at which the Chargee is able on
or about the date of such payment to purchase the Contractual Currency with the Payment
Currency and shall take into account any premium and other costs of exchange with respect
thereto.10.
    
    POWER OF ATTORNEY10.1.
    
    The Chargor by way of security hereby irrevocably appoints and constitutes the Chargee and
any Receiver jointly and also severally the attorney or attorneys of the Chargor on the
Chargors behalf and in the name of the Chargor or otherwise and to do all acts and to
execute, seal or otherwise affect any deed, assurance, agreement, instrument, document or act
which the Chargor could itself do in relation to the Charged Property or which may be required
or which may be deemed proper for any of the
 10




---



##### 



matters provided for in this Charge.10.2.
    
    The power hereby conferred shall be a general power of attorney and the Chargor hereby
ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any
such attorney may execute or do. In relation to the power referred to herein, the exercise by
the Chargee of such power shall be conclusive evidence of its right to exercise the same.10.3.
    
    This power shall not become exercisable unless and until an Event of Default has occurred
and is continuing and the Loans have been accelerated and for so long as such acceleration
shall not have been rescinded.11.
    
    EXPENSES11.1.
    
    As and to the extent provided in the Credit Agreement and the Security Agreement, the
Chargor shall pay to the Chargee within 10 Business Days of demand all costs, fees and
expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred
by the Chargee (or any Secured Party) or for which the Chargee may become liable in connection
with:
 11.1.1.
    
    the negotiation, preparation and execution of this Charge;11.1.2.
    
    the preserving or enforcing of, or attempting to preserve or enforce, any of its
rights under this Charge or the priority hereof;11.1.3.
    
    any variation of, or amendment or supplement to, any of the terms of this Charge;
and /or11.1.4.
    
    any consent or waiver required from the Chargee in relation to this Charge,
 and in the case referred to in clauses 11.1.3 and 11.1.4 regardless of whether the same is
actually implemented, completed or granted, as the case may be.11.2.
    
    The Chargor shall pay promptly all stamp, documentary, registration and other like duties
and taxes to which this Charge may be subject or give rise and shall indemnify the Chargee on
demand against any and all liabilities with respect to or resulting from any delay or omission
on the part of the Chargor to pay any such duties or taxes.11.3.
    
    The provisions of section 109 (Application of money received) of the Act shall not apply to
this Charge.12.
    
    ASSIGNMENTS12.1.
    
    This Charge shall be binding upon and shall enure to the benefit of the Chargor and the
Chargee and each of their respective successors and (subject as hereinafter provided) assigns
and references in this Charge to any of them shall be construed accordingly.12.2.
    
    The Chargor may not assign or transfer all or any part of its rights and/or obligations
under this Charge except as provided under the Credit Agreement or the Security Agreement.12.3.
    
    The Chargee may assign or transfer all or any part of its rights or obligations under this
Charge as provided in the Security Agreement. The Chargee will be entitled to disclose any
information concerning the Chargor to any proposed assignee or transferee. The Chargee shall
notify the Chargor promptly following any such assignment or transfer.12.4.
    
    In the event of assignment or transfer by the Chargee as permitted by clause 12.3, the
Chargor shall at the request of the Chargee join in such assignment or transfer so as to cause
the full benefit of this Charge to be passed to the relevant assignee or transferee.13.
    
    MISCELLANEOUS13.1.
    
    The Chargee, at any time and from time to time, may delegate by power of attorney or in any
other manner to any person or persons all or any of the powers, authorities and discretions
which are for the time being exercisable by the Chargee under this Charge in relation to the
Charged Property or any part thereof. Any such delegation may be made upon such terms and be
subject to the regulations as
 11




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##### 



the Chargee may think fit. The Chargee shall not be in any way liable or responsible to the
Chargor for any loss or damage arising from any act, default, omission or misconduct on the
part of any such delegate provided that the Chargee has acted reasonably in selecting such
delegate.13.2.
    
    If any of the clauses, conditions, covenants or restrictions (the Provision) of this Charge
or any deed or document emanating from it shall be found to be void but would be valid if some
part thereof were deleted or modified, then the Provision shall apply with such deletion or
modification as may be necessary to make it valid and effective.13.3.
    
    This Charge (together with any documents referred to herein) constitutes the whole agreement
between the Parties relating to its subject matter and no variations hereof shall be effective
unless made in writing and signed by each of the Parties.13.4.
    
    This Charge may be executed in counterparts each of which when executed and delivered shall
constitute an original but all such counterparts together shall constitute one and the same
instrument.13.5.
    
    A certificate of the Chargee as to the amount of any Secured Obligation owed to it (whether
for itself or in a representative capacity) shall, in the absence of manifest error, be
conclusive evidence of the existence and amount of such Secured Obligation.13.6.
    
    If the Chargee causes or requires Charged Property to be registered in the name of a nominee
for the Chargee, any reference in this Charge to the Chargee shall, if the context so permits
or requires, be construed as a reference to each of the Chargee and such nominee.13.7.
    
    The rights and remedies of the Chargee under this Charge are cumulative and without
prejudice and in addition to any rights or remedies which the Chargee may have at law or in
equity. No exercise by the Chargee of any right or remedy under this Charge or at law or in
equity shall (save to the extent, if any, provided expressly in this Charge, or at law or in
equity) operate so as to hinder or prevent the exercise by it of any other right or remedy.
Each and every right and remedy may be exercised from time to time as often and in such order
as may be deemed expedient by the Chargee.14.
    
    LIMIT OF LIABILITYThe provisions of section 8.13 (Limited Recourse) of the Security Agreement shall apply
mutatis mutandis to this Charge as if written out in full herein.15.
    
    LAW AND JURISDICTION15.1.
    
    This Charge, and any non-contractual obligations arising out of or in connection with this
Charge, shall be governed and construed in accordance with Irish law.15.2.
    
    The Chargor irrevocably agrees for the benefit of the Chargee that the courts of Ireland
shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle
any disputes, whether relating to a contractual or non-contractual obligation, which may arise
out of or in connection with this Charge and, for such purposes, irrevocably submits to the
jurisdiction of such courts.15.3.
    
    The Chargor irrevocably waives any objection which it might now or hereafter have to the
courts referred to in Clause 15.2 being nominated as the forum to hear and determine any suit,
action or proceeding, and to settle any disputes, which may arise out of or in connection with
this Charge and agrees not to claim that any such court is not a convenient or appropriate
forum in each case whether on the grounds of venue or forum non convenient or any similar
grounds or otherwise.15.4.
    
    The submission to the jurisdiction of the courts referred to in Clause 15.2 shall not (and
shall not be construed so as to) limit the right of the Chargee to take proceedings against
the Chargor in any other court of competent jurisdiction nor shall the taking of proceedings
in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not.15.5.
    
    To the extent that the Chargor, or any of the property of the Chargor is or becomes entitled
at any time to any immunity on the grounds of sovereignty or otherwise from any legal action,
suit or proceeding, from set-off or counterclaim, from the jurisdiction of any competent
court, from service of process, from attachment prior to judgment, from attachment in aid of
execution, or from execution prior to judgment,
 12




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##### 



or other legal process in any jurisdiction, the Chargor for itself, and its property does
hereby irrevocably and unconditionally waive, and agrees not to plead or claim, any such
immunity with respect to its or his, as the case may be, obligations, liabilities or any
other matter under or arising out of or in connection with this Charge or the subject matter
hereof or thereof.16.
    
    SERVICE OF PROCESS AGENTThe Chargor hereby irrevocably appoints ILFC Ireland Limited of 30 North Wall Quay, Dublin
1 as its Agent with full authority to receive, accept and acknowledge, for itself and on its
behalf, service of all process issued out of or relating to any proceedings referred to in
clause 15 in the Courts of Ireland.17.
    
    CONFLICTSIn the event of a conflict between the provisions of this Charge on the one hand and the
Credit Agreement and the Security Agreement on the other hand, the provisions of the Credit
Agreement or Security Agreement shall control.
 13




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##### 



Schedule A
 Number andCompany
    
    Description of Shares
    
    Registered HolderBallysky Aircraft Ireland Limited
    
    10 Ordinary Shares
of US$1.00 each
    
    Temescal Aircraft Inc.
 14




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##### 



SCHEDULE B
 Part I
 To:
    
    Citibank, N.A.
(the Chargee)
 Date of Charge
  Company
 Charge
    15




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##### 



SCHEDULE B
 PART II
  Company
  Resignation of Directors/Secretary
     Signed and Deliveredby [insert name of director/secretary] 
in the presence of:
 Witness Signature:Witness Name:Witness Address:
 16




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##### 



SCHEDULE C
 Irrevocable Proxy
 Chargee Company
 
 Temescal Aircraft Inc.
  17




---



##### 



SCHEDULE D   Irrevocable Appointment
 Company
 
 Temescal Aircraft Inc.
  18




---



##### 



SIGNEDbyTEMESCAL AIRCRAFT INC.
in the presence of:
 Witness Signature:Witness Name:Witness Address:
 SIGNEDbyCITIBANK, N.A.,
in the presence of:
 Witness Signature:Witness Name:Witness Address:
 19




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##### 



Pledgor Pledgee Collateral Account Securities Intermediary Collateral UCC
 Security Agreement
 inter alia Credit 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.2.
    
    The Securities Intermediary represents, warrants and agrees that the 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
 Aircraft Mortgage and Security Agreement
 C-1




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Section 8-102(a)(7) of the UCC) of the 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 Collateral Account is New York and (D) all financial assets carried in the
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 Collateral Account.4.
    
    The Collateral Account will be styled: #798628 Citi f/b/o Citibank, N.A. as Collateral
Agent and Securities Intermediary f/b/o Temescal Aircraft, Inc. under the Aircraft Mortgage
and Security Account Control Agreement.5.
    
    All dividends, interest, gains and other profits with respect to the Collateral Account will
be reported in the name and tax identification number of the Pledgor.6.
    
    (a) 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 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 Collateral Account
(a Notice of Exclusive Control), the Securities Intermediary may comply with any investment
orders or instructions from Pledgor concerning the Collateral Account, or as set forth in
Section 6(b) below. 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 the acceleration of
the Loans and such acceleration has not been rescinded, and shall designate the account,
person or other location to which the financial assets in the 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 and the acceleration of the Loans and such acceleration
has not been rescinded. 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.(b) In accordance with the Loan Agreement, upon, as part of, or in the absence after the
relevant period of an Interim Cure, the Pledgee shall issue an entitlement order to the
Securities Intermediary to distribute from the Collateral Account to the Pledgor an amount
equal to the Interim Cash deposited in connection with the related LTV Cure.(c) Upon deposit of any insurance proceeds in the Collateral Account, the Pledgee shall
instruct the Securities Intermediary to distribute from the Collateral Account the amount of
such insurance proceeds in accordance with the instructions of the Collateral Agent (who
shall direct that such amounts be distributed as set forth in Schedule V of the Security
Agreement).7.
    
    The Pledgor authorizes the Securities Intermediary, and the Securities Intermediary agrees,
to comply with any order or instruction from Pledgee concerning the 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
 Aircraft Mortgage and Security Agreement
 C-2




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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
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 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
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, 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 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 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.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
Collateral Account for (i) customary commissions and fees arising from permitted trading
activity within the 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
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.
 Aircraft Mortgage and Security Agreement
 C-3




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##### 



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 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 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 and the Loan Documents set 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 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 17 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
 Aircraft Mortgage and Security Agreement
 C-4




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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.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 is being delivered in New York and shall be governed and construed in
accordance with the law of the State of New York.
  Aircraft Mortgage and Security Agreement
 C-5




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##### 



PLEDGOR:
    

    PLEDGEE:TEMESCAL AIRCRAFT INC.
    

    CITIBANK, N.A.,as Collateral AgentBy:
    
    
    By:Name:


    
    Name:Title:
    

    
    Title:Telephone No.:
    

        
    Telephone No.:Address:
    

    Address:10250 Constellation Blvd., Suite 3400
    

    388 Greenwich Street, 14th FloorLos Angeles, CA 90067
    

    New York, NY 10013Attention: Treasurer with a copy to the General Counsel
    

    Attention: Jenny ChengFacsimile No. (310) 788-1990
    

    Facsimile No. (212) 657-2762Date: March 30, 2011
    

    Date: March 30, 2011
 Acknowledged and Agreed to:

SECURITIES INTERMEDIARYCITIBANK, N.A.By:Name:Title:Date:  
  Aircraft Mortgage and Security Agreement
 C-6




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##### 



Exhibit A   [Letterhead of the Pledgee]   [Date]
 A. BY FACSIMILE TRANSMISSION AND CERTIFIED MAIL
 
 
 B. NOTICE OF EXCLUSIVE CONTROL
  Collateral Account
  
 
 
 
 Very truly yours,
CITIBANK, N.A., as Collateral AgentBy:Name:Title:  Aircraft Mortgage and Security Agreement
 C-7




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##### 



Agreement  Grantor Collateral Agent Aircraft Mortgage Parent Holdco Borrower Irish
Subsidiary Holdco CA Subsidiary
Holdco
 W I T N E S S E T H:
 Credit
Agreement
  Airframes Engines Pool Aircraft
   Mortgage Collateral
 Aircraft Mortgage and Security Agreement
 D-1




---



##### 



a.
    
    each Pool Aircraft, including the Airframe and Engines with respect to such Pool
Aircraft as the same is now and will hereafter be constituted, and in the case of such
Engines, whether or not any such Engine shall be installed in or attached to the
Airframe or any other airframe;b.
    
    all Parts of whatever nature, which are from time to time relating to any
Airframe or Engine, including all substitutions, renewals and replacements of and
additions, improvements, accessions and accumulations to any Airframe or Engine (other
than additions, improvements accessions and accumulations which constitute appliances,
parts, instruments, appurtenances, accessories, furnishings or other equipment excluded
from the definition of Parts);c.
    
    all of the Grantors right, title and interest in the technical data, manuals and
log books, and all inspection, modification and overhaul records and other service,
repair, maintenance, technical records in respect of a Pool Aircraft that are Owned by a
Grantor and required pursuant to applicable law to be maintained with respect to such
Pool Aircraft, and such term shall include all additions, renewals, revisions and
replacements of any such materials from time to time made, or required to be made,
pursuant to applicable law, and in each case in whatever form and whatever means or
medium (including, without limitation, microfiche, microfilm, paper or computer disk)
such materials may be maintained or retained by the relevant lessee of the Pool Aircraft
(collectively, the Aircraft Documents);d.
    
    any money or non-money proceeds of an Airframe or Engine arising from the total
or partial loss or destruction of such Airframe or its Engine or its total or partial
confiscation, condemnation or requisition up to the amount of hull insurance in respect
of such Pool Aircraft required to be carried hereunder; ande.
    
    all proceeds, howsoever arising, of the foregoing.
   Aircraft Mortgage and Security Agreement
 D-2




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3.
    
    MISCELLANEOUS
       
  
 Aircraft Mortgage and Security Agreement
 D-3




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##### 



3.6
    
    Collateral Agent.
  3.7
    
    Cape Town Convention.
  3.8
    
    Execution in Counterparts.
   Aircraft Mortgage and Security Agreement
 D-4




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##### 



GRANTOR:
    []By:Name:Title:COLLATERAL AGENT:
    CITIBANK, N.A., not in its individual capacity but
solely as Collateral AgentBy:Name:Title: Aircraft Mortgage and Security Agreement
 D-5




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DEFINITIONS
                Aircraft Mortgage and Security Agreement
 D-6




---



##### 



Aircraft Mortgage and Security Agreement
 D-7




---



##### 



MORTGAGE COLLATERAL
  1
 2 3
 
 1
 2
 3
 Aircraft Mortgage and Security Agreement
 D-8




---



##### 



Agreement Grantor Collateral Agent Aircraft Mortgage Parent Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco
 W I T N E S S E T H:
 Credit
Agreement
  Airframes Engines Pool Aircraft Assigned Leases
   Aircraft Mortgage and Security Agreement
 E-1




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Mortgage Collateral
 a.
    
    each Pool Aircraft, including the Airframe and Engines with respect to such Pool
Aircraft as the same is now and will hereafter be constituted, and in the case of such
Engines, whether or not any such Engine shall be installed in or attached to the Airframe
or any other airframeb.
    
    all Parts of whatever nature, which are from time to time relating to any Airframe or
Engine, including all substitutions, renewals and replacements of and additions,
improvements, accessions and accumulations to any Airframe or Engine (other than additions,
improvements accessions and accumulations which constitute appliances, parts, instruments,
appurtenances, accessories, furnishings or other equipment excluded from the definition of
Parts);c.
    
    all of the Grantors right, title and interest in the technical data, manuals and log
books, and all inspection, modification and overhaul records and other service, repair,
maintenance, technical records in respect of a Pool Aircraft that are Owned by a Grantor
and required pursuant to applicable law to be maintained with respect to such Pool
Aircraft, and such term shall include all additions, renewals, revisions and replacements
of any such materials from time to time made, or required to be made, pursuant to
applicable law, and in each case in whatever form and whatever means or medium (including,
without limitation, microfiche, microfilm, paper or computer disk) such materials may be
maintained or retained by the relevant lessee of the Pool Aircraft (collectively, the
Aircraft Documents);d.
    
    any money or non-money proceeds of an Airframe or Engine arising from the total or
partial loss or destruction of such Airframe or its Engine or its total or partial
confiscation, condemnation or requisition up to the amount of hull insurance in respect of
such Pool Aircraft required to be carried hereunder;e.
    
    each Assigned Lease, including without limitation: (i) all rights of such Grantor to
receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all
rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or
guaranty with respect to such Assigned Leases up to the amount of hull insurance in respect
of such Pool Aircraft required to be carried under the Aircraft Mortgage, (iii) claims of
such Grantor for damages arising out of or for breach or default under such Assigned
Leases, (iv) all rights under any such Assigned Lease with respect to any subleases of the
Pool Aircraft subject to such Assigned Lease and (v) the right of such Grantor to terminate
such Assigned Leases and to compel performance of, and otherwise to exercise all remedies
under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at
law or in equity; andf.
    
    all proceeds, howsoever arising, of the foregoing.
  Aircraft Mortgage and Security Agreement
 E-2




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##### 



Successors and Assigns
 Severability
 Governing Law
 Further Assurances
 Notices
  
  
 Aircraft Mortgage and Security Agreement
 E-3




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##### 



Collateral Agent
  Cape Town Convention
  Execution in Counterparts
  Aircraft Mortgage and Security Agreement
 E-4




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##### 



GRANTOR:
    [__________]By:Name:Title:COLLATERAL AGENT:
    CITIBANK, N.A., not in its individual capacity but
solely as Collateral AgentBy:Name:Title: Aircraft Mortgage and Security Agreement
 E-5




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##### 



DEFINITIONS
                  Aircraft Mortgage and Security Agreement
 E-6




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##### 



Aircraft Mortgage and Security Agreement
 E-7




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##### 



MORTGAGE COLLATERAL
 1
 2 3
  
 1
 2
 3
 Aircraft Mortgage and Security Agreement
 E-8




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##### 



FAA LEASE SECURITY ASSIGNMENT (MSN [_____])
 Assignment Grantor Collateral Agent Aircraft Mortgage Parent
Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco
 W I T N E S S E T H:
 Credit
Agreement
  Assigned Leases
   Aircraft Mortgage and Security Agreement
 F-1




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##### 



Successors and Assigns
 Severability
 Governing Law
 Further Assurances
 Notices
  Aircraft Mortgage and Security Agreement
 F-2




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##### 



Collateral Agent
  Cape Town Convention
  Execution in Counterparts
  Aircraft Mortgage and Security Agreement
 F-3




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##### 



IN WITNESS WHEREOF
 GRANTOR:
[_____]By:Name:Title: COLLATERAL AGENT:
CITIBANK, N.A., not in its individual capacity but solely 
as Collateral AgentBy:Name:Title: Aircraft Mortgage and Security Agreement
 F-4




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##### 



DEFINITIONS
                  Aircraft Mortgage and Security Agreement
 F-5




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##### 



Schedule 1
 1
 2 3
  
 1
 2
 3
 Aircraft Mortgage and Security Agreement F-6




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##### 



Lease
  Collateral Agent Security Assignment
  Relevant Notice
 Aircraft Mortgage and Security Agreement
 G-1




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##### 



By:Name:Title: Aircraft Mortgage and Security Agreement
 G-2