exv10w3






EXECUTION
VERSION




Exhibit 10.3




TERM LOAN 1 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




Dated as of March 17, 2010



among



INTERNATIONAL LEASE FINANCE CORPORATION



ILFC IRELAND LIMITED



ILFC (BERMUDA) III, LTD.



and



THE ADDITIONAL GRANTORS REFERRED TO HEREIN

as the Grantors



and



BANK OF AMERICA, N.A.,

as the Collateral Agent







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	2	 
	Section 1.02 Construction and Usage
	 	 	7	 
	 
	 	 	 	 
	ARTICLE II SECURITY
	 	 	8	 
	 
	 	 	 	 
	Section 2.01 Grant of Security
	 	 	8	 
	Section 2.02 Security for Obligations
	 	 	10	 
	Section 2.03 Representations and Warranties of the Grantors
	 	 	10	 
	Section 2.04 Grantors Remain Liable
	 	 	12	 
	Section 2.05 Delivery of Collateral
	 	 	12	 
	Section 2.06 As to the Assigned Documents
	 	 	13	 
	Section 2.07 As to Beneficial Interest Collateral
	 	 	14	 
	Section 2.08 Further Assurances
	 	 	15	 
	Section 2.09 Place of Perfection; Records
	 	 	17	 
	Section 2.11 Transfers and Other Liens; Additional Shares or Interests
	 	 	18	 
	Section 2.12 Collateral Agent Appointed Attorney-in-Fact
	 	 	18	 
	Section 2.13 Collateral Agent May Perform
	 	 	19	 
	Section 2.14 Covenant to Pay
	 	 	19	 
	Section 2.15 Delivery of Collateral Supplements
	 	 	19	 
	Section 2.16 Operational Covenants
	 	 	19	 
	Section 2.17 Insurance
	 	 	21	 
	 
	 	 	 	 
	ARTICLE III REMEDIES
	 	 	21	 
	 
	 	 	 	 
	Section 3.01 Remedies
	 	 	21	 
	Section 3.02 Priority of Payments
	 	 	22	 
	 
	 	 	 	 
	ARTICLE IV SECURITY INTEREST ABSOLUTE
	 	 	22	 
	 
	 	 	 	 
	Section 4.01 Security Interest Absolute
	 	 	23	 
	 
	 	 	 	 
	ARTICLE V THE COLLATERAL AGENT
	 	 	23	 
	 
	 	 	 	 
	Section 5.01 Authorization and Action
	 	 	23	 
	Section 5.02 Absence of Duties
	 	 	24	 
	Section 5.03 Representations or Warranties
	 	 	24	 
	Section 5.04 Reliance; Agents; Advice of Counsel
	 	 	24	 
	Section 5.05 Cape Town Convention
	 	 	26	 
	Section 5.06 No Individual Liability
	 	 	26	 






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	 	 	PAGE
	ARTICLE VI SUCCESSOR COLLATERAL AGENT
	 	 	26	 
	 
	 	 	 	 
	Section 6.01 Resignation and Removal of the Collateral Agent
	 	 	26	 
	Section 6.02 Appointment of Successor
	 	 	26	 
	 
	ARTICLE VII INDEMNITY AND EXPENSES
	 	 	27	 
	 
	 	 	 	 
	Section 7.01 Indemnity
	 	 	27	 
	Section 7.02 Secured Parties’ Indemnity
	 	 	28	 
	Section 7.03 No Compensation from Secured Parties
	 	 	29	 
	Section 7.04 Collateral Agent Fees
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	29	 
	 
	 	 	 	 
	Section 8.01 Amendments; Waivers; Etc
	 	 	29	 
	Section 8.02 Addresses for Notices
	 	 	30	 
	Section 8.03 No Waiver; Remedies
	 	 	30	 
	Section 8.04 Severability
	 	 	30	 
	Section 8.05 Continuing Security Interest; Assignments
	 	 	30	 
	Section 8.06 Release and Termination
	 	 	31	 
	Section 8.07 Currency Conversion
	 	 	31	 
	Section 8.08 Governing Law
	 	 	32	 
	Section 8.09 Jurisdiction; Consent to Service of Process
	 	 	32	 
	Section 8.10 Counterparts
	 	 	32	 
	Section 8.11 Table of Contents, Headings, Etc
	 	 	33	 
	Section 8.12 Non-Invasive Provisions
	 	 	33	 
	Section 8.13 Limited Recourse
	 	 	34	 





SCHEDULES




	 	 	 

	Schedule I

	 	Aircraft, Airframes and Engines
	Schedule II

	 	Pledged Stock, Pledged Beneficial Interest and Pledged Membership Interests
	Schedule III

	 	Trade Names
	Schedule IV

	 	Chief Place of Business and Chief Executive or Registered Office
	Schedule V

	 	Insurance
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A-1

	 	Form of Collateral Supplement
	Exhibit A-2

	 	Form of Grantor Supplement
	Exhibit B

	 	Form of Consent and Agreement
	Exhibit C

	 	Form of FAA Aircraft Mortgage
	Exhibit D

	 	Form of FAA Aircraft Mortgage and Lease Security Assignment
	Exhibit E

	 	Form of FAA Lease Security Assignment
	Exhibit F-1

	 	Form of Notice of Assignment
	Exhibit F-2

	 	Form of Acknowledgment







ii









 








AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




          This AIRCRAFT MORTGAGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March
17, 2010, is made among INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(“ILFC”), ILFC IRELAND LIMITED, a private limited liability company incorporated under the
laws of Ireland, and ILFC (BERMUDA) III, LTD., a Bermuda company (collectively, the “Initial
Intermediate Lessees”) and the ADDITIONAL GRANTORS who from time to time become grantors under
this Agreement (together with ILFC and the Initial Intermediate Lessees, the “Grantors”),
and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as the
collateral agent (in such capacity, and together with any permitted successor or assign thereto or
any permitted replacement thereof, the “Collateral Agent”).




PRELIMINARY STATEMENTS:




          (1) ILFC as borrower (the “Borrower”), the Initial Intermediate Lessees, the lenders
from time to time party thereto (the “Lenders”), Bank of America, N.A. as the
administrative agent (in such capacities, the “Administrative Agent”) and the Collateral
Agent have entered into the Credit Agreement, dated as of the date hereof (the “Credit
Agreement”), pursuant to which the Lenders have made the Loans to the Borrower.




          (2) ILFC is the owner of certain Pool Aircraft and ILFC and the other Grantors are parties to
lease and sub-lease contracts with respect to such Pool Aircraft.




          (3) ILFC and the other Grantors may from time to time grant additional security for the
benefit of the Secured Parties, all in accordance with, and subject to the terms and conditions of
this Agreement.




          (4) The Grantors in each case party thereto have agreed pursuant to the Credit Agreement, and
it is a condition precedent to the making of the Loans by the Lenders to the Borrower under the
Credit Agreement, that the Grantors grant the security interests required by this Agreement.




          (5) Each Grantor will derive substantial direct and indirect benefit from the transactions
described above.




          (6) Bank of America is willing to act as the Collateral Agent under this Agreement.




          NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the
Collateral Agent for its respective benefit and the benefit of the other Secured Parties as
follows:




 









 






ARTICLE I

DEFINITIONS








          Section 1.01 Definitions. (a) Certain Defined Terms. For the purposes of this Agreement, the following terms
have the meanings indicated below:




          “Acquisition Agreement” means any agreement to provide warranties in connection with any
agreement pursuant to which a Pool Aircraft has been or will be acquired by ILFC or any of its
Subsidiaries to the extent permitted to be assigned without third party consent.




          “Additional Grantor” has the meaning specified in Section 8.01(b).




          “Agreed Currency” has the meaning specified in Section 8.07.




          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft Documents” means all technical data, manuals and log books, and all inspection,
modification and overhaul records and other service, repair, maintenance and technical records that
are required pursuant to applicable law to be maintained with respect to the relevant 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 by whatever means or medium (including, without limitation,
microfiche, microfilm, paper or computer disk) such materials may be maintained or retained by the
relevant Lessee.




          “Aircraft Objects” means, collectively, the Aircraft Objects (as defined in the Protocol)
described on Schedule I hereto and in any Collateral Supplement or Grantor Supplement.




          “Aircraft Purchase Collateral” has the meaning specified in Section 2.01(f).




          “Airframe” means, individually, each of the airframes described on Schedule I hereto and in
any Collateral Supplement or Grantor Supplement.




          “Assigned Agreement Collateral” has the meaning specified in Section 2.01(e).




          “Assigned Agreements” has the meaning specified in Section 2.01(e)(i).




          “Assigned Documents” means, collectively, the Assigned Agreements, the Assigned Leases and the
Acquisition Agreements included in the Aircraft Purchase Collateral.




          “Assigned Leases” has the meaning specified in Section 2.01(b).




          “Bank of America” has the meaning specified in the recital of parties to this Agreement.




          “Beneficial Interest Collateral” has the meaning specified in Section 2.01(c).




          “Borrower” has the meaning specified in the preliminary statements of this Agreement.






2









 








          “Cape Town Lease” means any Lease (including any Lease between Grantors) that has been entered
into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town
Convention may be given effect under the law of any applicable jurisdiction) (A) with a Cape Town
Lessee or (B) where the related Aircraft Object is registered in a “Contracting State”.




          “Cape Town Lessee” means a lessee under a Lease that is “situated in” a “Contracting State”.




          “Certificated Security” means a certificated security (as defined in Section 8-102(a)(4) of
the UCC) other than a Government Security.




          “Chattel Paper Original” has the meaning specified in Section 2.05.




          “Collateral” has the meaning specified in Section 2.01.




          “Collateral Agent” has the meaning specified in the recital of parties to this Agreement.




          “Collateral Supplement” means a supplement to this Agreement in substantially the form
attached as Exhibit A-1 executed and delivered by a Grantor.




          “Credit Agreement” has the meaning specified in the preliminary statements to this Agreement.




          “Eligible Institution” means (a) Bank of America in its capacity as the Collateral Agent under
this Agreement; (b) any bank not organized under the laws of the United States of America so long
as it has either (i) a long-term unsecured debt rating of A or better by Standard & Poor’s and A2
or better by Moody’s or (ii) a short-term unsecured debt rating of A-1+ by Standard & Poor’s and
P-1 or better by Moody’s; or (c) any bank organized under the laws of the United States of America
or any state thereof, or the District of Columbia (or any branch of a foreign bank licensed under
any such laws), so long as it (i) has either (A) a long-term unsecured debt rating of AA (or the
equivalent) or better by each of Standard & Poor’s and Moody’s or (B) a short-term unsecured debt
rating of A-l+ by Standard & Poor’s and P-1 by Moody’s and (ii) can act as a securities
intermediary under the New York Uniform Commercial Code.




          “Engine” means, individually, each of the aircraft engines described on Schedule I hereto or
in any Collateral Supplement or Grantor Supplement.




          “Event of Default” means any Event of Default (as defined in the Credit Agreement).




          “Excluded Property” shall mean (a) proceeds of public liability insurance (or government or
other Person (including the Manufacturer, the Lessee and any sublessee of the Lessee) indemnities
in lieu thereof) paid or payable as a result of insurance claims made, or






3









 







losses suffered, by any Grantor or their Affiliates, (b) proceeds of insurance maintained by
any Grantor or their Affiliates for its or their own account or benefit (whether directly or
through a Grantor) and not required by the Loan Documents, (c) the proceeds of any requisition for
hire not required to be paid to the Collateral Agent, (d) any general, Tax or other indemnity
payments, expenses, reimbursements and similar payments and interest in respect thereof paid or
payable in favor of any Grantor or their Affiliates or their respective successors or assigns,
officers, directors, employees, agents, managers and servants, including any such payments pursuant
to any Lease, except to the extent such Grantor or Affiliate owes such amounts in respect of the
same claim to a Secured Party, (e) any security interest held by a Grantor or any of its Affiliates
in any assets of a Lessee or any sublessee thereof or of any of their Affiliates, other than the
Security Deposit under a Lease, or a letter of credit in lieu thereof, which secure obligations
owed by such Lessee, sublessee or Affiliate pursuant to a grant of collateral not under the
applicable Lease, (f) any interest that pursuant to a Lease may from time to time accrue in respect
of any of the amounts described in clauses (a) through (d) above, (g) the proceeds from the
enforcement of any right to enforce the payment of any amount described in clauses (a) to (f)
above, and (h) any right to exercise any election or option or make any decision or determination,
or to give or receive any notice, consent, waiver or approval, or to take any other action in
respect of, but in each case, only to the extent relating to, any Excluded Property.




          “FAA” means the Federal Aviation Administration of the United States of America.




          “FAA Aircraft Mortgage” means an FAA Aircraft Mortgage substantially in the form attached as
Exhibit C.




          “FAA Aircraft Mortgage and Lease Security Assignment” means an FAA Aircraft Mortgage and Lease
Security Assignment substantially in the form attached as Exhibit D.




          “FAA Lease Security Assignment” means the Lease Security Assignment in substantially the form
attached as Exhibit E hereto.




          “Government Security” means any security issued or guaranteed by the United States of America
or an agency or instrumentality thereof that is maintained in book-entry on the records of the
FRBNY and is subject to Revised Book-Entry Rules.




          “Grantor Supplement” means a supplement to this Agreement in substantially the form attached
as Exhibit A-2 executed and delivered by a Grantor.




          “Grantors” has the meaning specified in the recital of parties to this Agreement.




          “ILFC” has the meaning specified in the recital of parties in to Agreement.




          “Initial Intermediate Lessees” has the meaning specified in the recital of parties to this
Agreement.







4









 








          “Instrument” means any “instrument” as defined in Section 9-102(a)(47) of the UCC.




          “Insurances” means, in relation to each Pool Aircraft, any and all contracts or policies of
insurance and reinsurance complying with the provisions of Schedule V hereto or an indemnity from a
Governmental Authority as indemnitor, as appropriate, and required to be effected and maintained in
accordance with this Agreement.




          “International Registry” means the International Registry under the Cape Town Convention.




          “Lease Assignment Documents” means, in respect of any Assigned Lease, (a) any agreement
providing for the novation thereof to substitute, or the assignment thereof to, a Grantor as the
lessor, (b) any agreement or instrument supplemental to this Agreement for the purpose of effecting
and/or perfecting the assignment of, and the grant of a lien upon, such Assigned Lease in favor of
the Collateral Agent under any applicable law (other than the law of the State of New York), (c)
any notice provided to the applicable Lessee of the assignment thereof pursuant to this Agreement
and/or such supplement, (d) any acknowledgment of such assignment by such Lessee and (e) any
undertaking of quiet enjoyment given by the Collateral Agent in respect thereof.




          “Lease Collateral” has the meaning specified in Section 2.01(b).




          “Lenders” has the meaning specified in the preliminary statements to this Agreement.




          “Lessee Acknowledgment” has the meaning set forth in Section 2.16(d)(ii).




          “Lessee Notice” has the meaning set forth in Section 2.16(d)(ii).




          “Parts” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) Engines or engines, and
(b) any appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a Lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any Airframe or any Engine or removed therefrom.




          “Pledged Beneficial Interest” means all of the beneficial interest in certain Grantors
described in the attached Schedule II or in any Collateral Supplement or Grantor Supplement.




          “Protocol” means the Protocol to the Convention on Matters Specific to Aircraft Equipment, as
in effect in any applicable jurisdiction from time to time.




          “Received Currency” has the meaning specified in Section 8.07.






5









 








          “Related Collateral Documents” means a letter of credit, third-party or bank guarantee or cash
collateral provided by or on behalf of a Lessee to secure such Lessee’s obligations under a Lease,
in each case to the extent assignable without the consent of a third party.




          “Relevant FAA Aircraft Mortgages” means, collectively, the FAA Aircraft Mortgages.




          “Relevant FAA Aircraft Mortgages and Lease Security Assignments” means, collectively, the FAA
Aircraft Mortgage and Lease Security Assignments.




          “Relevant FAA Lease Security Assignments” means, collectively, the FAA Lease Security
Assignments.




          “Required Cape Town Registrations” has the meaning set forth in Section 2.08(e).




          “Revised Book-Entry Rules” means 31 C.F.R. § 357 (Treasury bills, notes and bonds); 12 C.F.R.
§ 615 (book-entry securities of the Farm Credit Administration); 12 C.F.R. §§ 910 and 912
(book-entry securities of the Federal Home Loan Banks); 24 C.F.R. § 81 (book-entry securities of
the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation); 12
C.F.R. § 1511 (book-entry securities of the Resolution Funding Corporation); 31 C.F.R. § 354
(book-entry securities of the Student Loan Marketing Association); and any substantially comparable
book-entry rules of any other Federal agency or instrumentality.




          “Secured Obligations” has the meaning assigned to the term “Obligations” in the Credit
Agreement.




          “Secured Party” means any of or, in the plural form, all of the Collateral Agent, the Lenders,
the Administrative Agent and the Syndication Agent.




          “Securities Account” means a securities account as defined in Section 8-501(a) of the UCC
maintained in the name of the Collateral Agent as “entitlement holder” (as defined in Section
8-102(a)(7) of the UCC) on the books and records of a Securities Intermediary whose “securities
intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) is the State of
New York.




          “Securities Intermediary” means any “securities intermediary” with respect to the Collateral
Agent as defined in 31 C.F.R. Section 357.2 or Section 8-102(a)(14) of the UCC.




          “Third Party Event” has the meaning specified in Section 2.16(a).




          “UCC” means the Uniform Commercial Code as in effect on the date of determination in the State
of New York; provided that if by reason of mandatory provisions of law, the perfection or
the effect of perfection or non-perfection of the security interest in any






6









 







Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions of this Agreement relating to such perfection or effect of perfection or
non-perfection.




          “Uncertificated Security” means an uncertificated security (as defined in Section 8-102(a)(18)
of the UCC) other than a Government Security.




          (b) Terms Defined in the Cape Town Convention. The following terms shall have the
respective meanings ascribed thereto in the Cape Town Convention: “Administrator”, “Contracting
State”, “Contract of Sale”, “International Interest”, “Professional User Entity”, “Prospective
International Interest”, “situated in” and “Transacting User Entity”.




          (c) Terms Defined in the Credit Agreement. For all purposes of this Agreement, all
capitalized terms used but not defined in this Agreement shall have the respective meanings
assigned to such terms in the Credit Agreement.




          Section 1.02 Construction and Usage. Unless the context otherwise requires:




          (a) A term has the meaning assigned to it and an accounting term not otherwise defined has
the meaning assigned to it in accordance with U.S. GAAP.




          (b) The terms “herein”, “hereof” and other words of similar import refer to this Agreement as
a whole and not to any particular Article, Section or other subdivision.




          (c) Unless otherwise indicated in context, all references to Articles, Sections, Schedules or
Exhibits refer to an Article or Section of, or a Schedule or Exhibit to, this Agreement.




          (d) Words of the masculine, feminine or neuter gender shall mean and include the correlative
words of other genders, and words in the singular shall include the plural, and vice versa.




          (e) The terms “include”, “including” and similar terms shall be construed as if followed by
the phrase “without limitation”.




          (f) References in this Agreement to an agreement or other document (including this Agreement)
include references to such agreement or document as amended, replaced or otherwise modified
(without, however, limiting the effect of the provisions of this Agreement with regard to any such
amendment, replacement or modification), and the provisions of this Agreement apply to successive
events and transactions. References to any Person shall include such Person’s successors in
interest and permitted assigns.




          (g) References in this Agreement to any statute or other legislative provision shall include
any statutory or legislative modification or re-enactment thereof, or any substitution






7









 







therefor, and references to any governmental Person shall include reference to any
governmental Person succeeding to the relevant functions of such Person.




          (h) References in this Agreement to the Loans include the conditions applicable to the Loans
and any reference to any amount of money due or payable by reference to the Loans shall include any
sum covenanted to be paid by any Grantor under this Agreement in respect thereof.




          (i) References in this Agreement to any action, remedy or method of judicial proceeding for
the enforcement of the rights of creditors or of security shall be deemed to include, in respect of
any jurisdiction other than the State of New York, references to such action, remedy or method of
judicial proceeding for the enforcement of the rights of creditors or of security available or
appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of
judicial proceeding described or referred to in this Agreement.




          (j) Where any payment is to be made, funds applied or any calculation is to be made hereunder
on a day which is not a Business Day, unless any Loan Document otherwise provides, such payment
shall be made, funds applied and calculation made on the next succeeding Business Day, and payments
shall be adjusted accordingly; provided, however, that no additional interest shall
be due in respect of such delay.




ARTICLE II

SECURITY




          Section 2.01 Grant of Security.




          To secure the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral
Agent, for its benefit and the benefit of the other Secured Parties, and hereby grants to the
Collateral Agent for its benefit and the benefit of the other Secured Parties a security interest
in, all of such Grantor’s right, title and interest in and to the following, whether now owned or
hereafter acquired (collectively, the “Collateral”):




          (a) with respect to each Grantor, all of such Grantor’s right, title and interest in and to
(i) each Pool Aircraft, including the Airframe and Engines 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, together with (ii) all Parts of whatever nature,
which are from time to time included within the definitions of “Airframe” or “Engines”, including
all substitutions, renewals and replacements of and additions, improvements, accessions and
accumulations to the Airframe and Engines (other than additions, improvements, accessions and
accumulations which constitute appliances, parts, instruments, appurtenances, accessories,
furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents
and (iv) 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;




          (b) with respect to each Grantor, all of such Grantor’s right, title and interest in and to
all Leases to which such Grantor is or may from time to time be party with respect to the





8









 








          Pool
Aircraft and any leasing arrangements among Grantors with respect to such Leases together with all
Related Collateral Documents (all such Leases and Related Collateral Documents, the “Assigned
Leases”), 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, (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
(the “Lease Collateral”);




          (c) with respect to each Grantor, all of the following (the “Beneficial Interest
Collateral”):




               (i) the Pledged Beneficial Interest, all certificates, if any, from time to time representing
all of such Grantor’s right, title and interest in the Pledged Beneficial Interest, any contracts
and instruments pursuant to which any such Pledged Beneficial Interest are created or issued and
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 Pledged Beneficial
Interest; and



               (ii) all of such Grantor’s right, title and interest in all additional beneficial interests
in any Owner Trust from time to time acquired by such Grantor in any manner, including the
beneficial interests in any Owner Trust that may be formed from time to time, the trust agreements
and any other contracts and instruments pursuant to which any such Owner Trusts are created or
issued, and all certificates, if any, from time to time representing such additional beneficial
interests and 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 such additional
beneficial interests;



          (d) with respect to each Grantor, all of the following (the “Assigned Agreement
Collateral”):




               (i) all of such Grantor’s right, title and interest in and to all security
assignments, cash deposit agreements and other security agreements executed in its favor in
respect of any Pool Aircraft (including any Airframe and any Engine) or in respect of or
pursuant to any Assigned Lease, in each case as such agreements may be amended or otherwise
modified from time to time (collectively, the “Assigned Agreements”); and



               (ii) all of such Grantor’s right, title and interest in and to all property of
whatever nature, in each case pledged, assigned or transferred to it or mortgaged or
charged in its favor pursuant to any Assigned Agreement;



          (e) with respect to each Grantor, all of such Grantor’s right, title and interest in and to
the Acquisition Agreements (the “Aircraft Purchase Collateral”);




9









 








          (f) with respect to each Grantor, all of such Grantor’s right, title and interest in and to
the personal property identified in a Grantor Supplement or a Collateral Supplement executed and
delivered by such Grantor to the Collateral Agent; and




          (g) all
proceeds of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a), (b), (c), (d), (e) and (f) of
this Section 2.01);




          provided that the Collateral shall not include any Excluded Property.




          Section 2.02 Security for Obligations. This Agreement secures the payment and performance
of all Secured Obligations of the Grantors to each Secured Party (subject to the subordination
provisions of this Agreement) and shall be held by the Collateral Agent in trust for the Secured
Parties. Without limiting the generality of the foregoing, this Agreement secures the payment of
all amounts that constitute part of the Secured Obligations and would be owed by any Grantor to any
Secured Party but for the fact that Secured Obligations are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving such Grantor.




          Section 2.03 Representations and Warranties of the Grantors. Each Grantor represents and
warrants as of the date of this Agreement, and as of each date on which such Grantor subjects a new
Pool Aircraft to this Agreement solely with respect to such Pool Aircraft and such Grantor, as
follows:




          (a) Each Pool Aircraft is either legally and beneficially owned by the Borrower or legally
owned by a Grantor that is an Owner Trust and beneficially owned by the Borrower, in each case
except to the extent of the Local Requirements Exception. The Grantors are the legal and
beneficial owners of the other Collateral. None of the Collateral has been pledged, assigned, sold
or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for
Permitted Liens, and no Collateral is described in (i) any UCC financing statements filed against
any Borrower Party other than UCC financing statements which have been terminated and the UCC
financing statements filed in connection with Permitted Liens or (ii) any other mortgage
registries, including the International Registry (which for the avoidance of doubt, shall not
include any Contract of Sale in favor of any Grantor), or filing records that may be applicable to
the Collateral in any other relevant jurisdiction, other than such filings or registrations that
have been terminated or that have been made in connection with Permitted Liens, this Agreement or
any other security document in favor of the Collateral Agent for the benefit of the Secured
Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.




          (b) This Agreement creates a valid and (upon the taking of the actions required hereby)
perfected security interest in favor of the Collateral Agent in the Collateral as security
for the Secured Obligations, subject in priority to no other Liens (other than Permitted
Liens), and all filings and other actions necessary to perfect and protect such security interest
as a first priority security interest of the Collateral Agent have been (or in the case of future
Collateral will




10









 







be) duly taken (except that only the Express Perfection Requirements shall be
required to be satisfied), enforceable against the applicable Borrower Parties and creditors of and
purchasers from such Borrower Parties.




          (c) No Grantor has any trade names except as set forth on Schedule III hereto.




          (d) No consent of any other Person and no authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body or other third party
(including, for the avoidance of doubt, the International Registry) is required under the laws of
the United States or Ireland (or, with respect to any Pool Aircraft that is not registered in a
jurisdiction that has Ratified the Cape Town Convention, and any related Assigned Lease, under
relevant local law) either (i) for the grant by such Grantor of the assignment and security
interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such
Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest
created hereby, except for (A) with respect to each Pool Aircraft whose country of registration is
the United States of America, the filing with the FAA, in due form, for recordation where
applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United
States Code, “Transportation,” of any and all title, registration and financing documentation
necessary to accomplish the purposes of this Agreement, including, without limitation, each of the
Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and Lease Assignments
and/or each of the Relevant FAA Lease Security Assignments, as applicable, with respect to such
Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations, (C) the
filing of financing and continuation statements under the UCC, (D) the applicable Irish filings
pursuant to Section 2.08(f) and (E) such other filings as are required under relevant local law in
the case of Grantors that are not domiciled in the United States or a state thereof and in the case
of each Pool Aircraft that is not registered in a jurisdiction that has Ratified the Cape Town
Convention and, in each case the related Assigned Leases.




          (e) The chief place of business, organizational identification number (if applicable) and
chief executive or registered office of such Grantor and the office where such Grantor keeps
records of the Collateral are located at the address specified opposite the name of such Grantor on
the attached Schedule IV. If such Grantor is the lessor under a Cape Town Lease, it has the right
to assign the International Interest provided for in such Cape Town Lease and all associated rights
in respect of such Cape Town Lease that form part of the Collateral.




          (f) The Pledged Beneficial Interests constitute the percentage of the beneficial interest of
the issuer thereof indicated on Schedule II hereto.




          (g) The Pledged Beneficial Interests have been duly authorized and validly issued and are
fully paid up and nonassessable.




          (h) Any Pledged Beneficial Interests either (i) constitute “certificated securities” within
the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and are
either (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the
Collateral Agent or in blank or (3) have been registered in the name of the Collateral




11









 







Agent or
(ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect
to such Pledged Beneficial Interests. None of the Pledged Beneficial Interests that constitute or
evidence the Collateral have any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any person other than the Collateral Agent.




          (i) A true and complete copy of each Assigned Agreement in effect on the date hereof has been
delivered to the Collateral Agent. Each Assigned Document upon its inclusion in the Collateral
will have been duly authorized, executed and delivered by the relevant Grantors, will be in full
force and effect and will be binding upon and enforceable against all parties thereto in accordance
with their terms.




          Section 2.04 Grantors Remain Liable. Anything contained herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included
in the Collateral to the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the
Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its
duties or obligations under the contracts and agreements included in the Collateral and (c) in each
case, unless the Collateral Agent or any other Secured Party, expressly in writing or by operation
of law, assumes or succeeds to the interests of any Grantor hereunder, no Secured Party shall have
any obligation or liability under the contracts and agreements included in the Collateral by reason
of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or
duties of any Grantor under the contracts and agreements included in the Collateral or to take any
action to collect or enforce any claim for payment assigned under this Agreement.




          Section 2.05 Delivery of Collateral. Subject to the last sentence of this Section 2.05,
all certificates or instruments representing or evidencing any Collateral, if deliverable, shall be
delivered to and held by or on behalf of the Collateral Agent and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to evidence the security interests
granted thereby. The Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, to transfer to or to register in the name of the Collateral
Agent or any of its nominees any or all of the Pledged Beneficial Interests, subject only to the
revocable rights specified in Section 2.10(a). In addition, the Collateral Agent shall have the
right at any time, upon the occurrence and during the continuance of an Event of Default, to
exchange certificates or instruments representing or evidencing any Collateral for certificates or
instruments of smaller or larger denominations. To the extent that any Assigned Lease constitutes
“tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC), the Grantors shall, if it
has an original of such Assigned Lease in its possession, cause the original of such Assigned Lease
(the “Chattel Paper Original”) to be delivered to the Collateral Agent promptly (and in any
case no later than ten days) after the
execution and delivery of such Assigned Lease by all its parties. Notwithstanding anything else to
the contrary in any Loan Document, no Grantor shall be required to deliver to the Collateral Agent
any letter of credit issued pursuant to an Assigned Lease.





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          Section 2.06 As to the Assigned Documents. (a) Upon the inclusion of any Assigned
Document (other than an Assigned Lease) in the Collateral, the relevant Grantor will deliver to the
Collateral Agent a consent, in substantially the form of Exhibit B and executed by each party to
such Assigned Document (other than any other Grantor) or (where the terms of such Assigned Document
expressly provide for a consent to its assignment for security purposes to substantially the same
effect as Exhibit B) will give due notice to each such other party to such Assigned Document of its
assignment pursuant to this Agreement. Upon the inclusion of any Assigned Lease in the Collateral,
promptly after its receipt thereof from the relevant Lessee party thereto, the relevant Grantor
will deliver to the Collateral Agent (i) such consents, acknowledgments and/or notices as are
provided for in the related Lease Assignment Documents and; (ii) such consents, acknowledgments
and/or notices as are necessary or customary under the terms of such Assigned Lease and under the
applicable law of the jurisdiction governing such Assigned Lease and the jurisdiction in which the
relevant lessee is principally located or the applicable Pool Aircraft is registered in order to
effect and perfect the assignment of, and grant of a lien upon, such Assigned Lease pursuant to
this Agreement (including, with respect to each Assigned Lease which constitutes an International
Interest (A) where the applicable Lessee is situated for purposes of the Cape Town Convention in a
jurisdiction that is a Contracting State or (B) the related Aircraft Object is registered in a
Contracting State, registration of such International Interest and the assignment thereof at the
International Registry) and/or to assure the payment of all amounts under such Assigned Lease to
the appropriate Securities Account in accordance with the terms of the Credit Agreement. Upon the
written request of any Grantor, the Collateral Agent (solely in its capacity as such) will execute
such undertakings of quiet enjoyment in favor of the Lessee under any Assigned Lease as are
provided for in the Lease Assignment Documents or as are substantially to the same effect as the
undertakings of quiet enjoyment provided for in such Assigned Lease.




          (b) Upon (i) the inclusion of any Assigned Document in the Collateral or (ii) the amendment
or replacement of any Assigned Document or the entering into of any new Assigned Document, the
relevant Grantor will deliver a copy thereof to the Collateral Agent and will take such other
action as may be necessary to perfect the lien of this Agreement as to such Assigned Document such
that the security interest therein granted to the Collateral Agent is senior to that of any other
creditor of the Borrower or as otherwise reasonably requested by the Collateral Agent
(provided that only the Express Perfection Requirements shall be required to be satisfied).




          (c) Each Grantor shall, at its expense:




               (i) use reasonable commercial efforts, in accordance with Leasing Company Practice to (A)
perform and observe all the terms and provisions of the Assigned Documents to be performed or
observed by it, (B) enforce the Assigned Documents in accordance with their terms and (C) after an
Event of Default has occurred and is continuing take all such action to such end as may be from
time to time reasonably requested by the Collateral Agent; and



               (ii) furnish to the Collateral Agent promptly upon receipt copies of each amendment,
supplement or waiver to a Lease received by such Grantor under or pursuant to the Assigned
Documents, and from time to time, subject to the provisions of the applicable Assigned



13









 







Document,
relating to the Lessee’s obligation to furnish such information and subject to any confidentiality
provisions therein, (A) furnish to the Collateral Agent such information and reports regarding the
Collateral as the Collateral Agent may reasonably request and (B) upon reasonable request of the
Collateral Agent make to each other party to any Assigned Document such demands and requests for
information and reports or for action as such Grantor is entitled to make thereunder.



          (d) So long as no Event of Default shall have occurred and be continuing, and notwithstanding
any provision to the contrary in this Agreement, each Grantor shall be entitled, to the exclusion
of the Collateral Agent but subject always to the terms of the Loan Documents (x) to exercise and
receive, directly or indirectly through one or more agents, any of the claims, rights, powers,
privileges, remedies and other benefits under, pursuant to, with respect to or arising out of the
Assigned Documents and (y) to take any action or to not take any action, directly or indirectly
through one or more agents, related to the Assigned Documents and the lessees or counterparties
thereunder, including entering into, amending, supplementing, terminating, performing, enforcing,
compelling performance of, exercising all remedies (whether arising under any Assigned Document or
by statute or at law or in equity or otherwise) under, exercising rights, elections or options or
taking any other action under or in respect of, granting or withholding notices, waivers, approvals
and consents in respect of, receiving all payments under, dealing with any credit support or
collateral security in respect of, or taking any other action in respect of, the Assigned Documents
and contacting or otherwise having any dealings with any lessee or counterparty thereunder;
provided, however, (i) so long as any Assigned Lease remains in effect, no Grantor
will abrogate any right, power or privilege granted expressly in favor of the Collateral Agent or
any other Secured Party under any Lease Assignment Document and (ii) during the continuance of an
Event of Default, all such rights of each Grantor shall cease, and all such rights shall become
vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain
from exercising such rights.




          Section 2.07 As to Beneficial Interest Collateral. (a) All Beneficial Interest Collateral
shall be delivered to the Collateral Agent as follows:




          (i) in the case of each Certificated Security or Instrument, by (A) causing the delivery of
such Certificated Security or Instrument to the Collateral Agent, registered in the name of the
Collateral Agent or duly endorsed by an appropriate person to the Collateral Agent or in blank and,
in each case, held by the Collateral Agent, or (B) if such Certificated Security or Instrument is
registered in the name of any Securities Intermediary on the books of the issuer thereof or on the
books of any Securities Intermediary, by causing such Securities Intermediary to continuously
credit by book entry such Certificated Security or Instrument to a Securities Account maintained by
such Securities Intermediary in the name of the Collateral Agent and confirming in writing to the
Collateral Agent that it has been so credited;




          (ii) in the case of each Uncertificated Security, by (A) causing such Uncertificated Security
to be continuously registered on the books of the issuer thereof in the name of the Collateral
Agent or (B) if such Uncertificated Security is registered in the name of a Securities Intermediary
on the books of the issuer thereof or on the books of any securities intermediary of a Securities
Intermediary, by causing such Securities Intermediary to




14









 







continuously credit by book entry such
Uncertificated Security to a Securities Account maintained by such Securities Intermediary in the
name of the Collateral Agent and confirming in writing to the Collateral Agent that it has been so
credited; and




          (iii) in the case of each Government Security registered in the name of any Securities
Intermediary on the books of the FRBNY or on the books of any securities intermediary of such
Securities Intermediary, by causing such Securities Intermediary to continuously credit by book
entry such security to the Securities Account maintained by such Securities Intermediary in the
name of the Collateral Agent and confirming in writing to the Collateral Agent that it has been so
credited.




          (b) Each Grantor and the Collateral Agent hereby represents, with respect to the Beneficial
Interest Collateral, that it has not entered into, and hereby agrees that it will not enter into,
any agreement (i) with any of the other parties hereto or any Securities Intermediary specifying
any jurisdiction other than the State of New York as the “securities intermediary’s jurisdiction”
within the meaning of Section 8-110(e) of the UCC in connection with any Securities Account with
any Securities Intermediary referred to in Section 2.07(a) for purposes of 31 C.F.R. Section
357.11(b), Section 8-110(e) of the UCC or any similar state or Federal law, or (ii) with any other
person relating to such account pursuant to which it has agreed that any Securities Intermediary
may comply with entitlement orders made by such person. The Collateral Agent represents that it
will, by express agreement with each Securities Intermediary, provide for each item of property
constituting Beneficial Interest Collateral held in and credited to the Securities Account,
including cash, to be treated as a “financial asset” within the meaning of Section 8-102(a)(9)(iii)
of the UCC for the purposes of Article 8 of the UCC.




          (c) Without limiting the foregoing, each Grantor and the Collateral Agent agree, and the
Collateral Agent shall cause each Securities Intermediary, to take such different or additional
action as may be required in order to maintain the perfection and priority of the security interest
of the Collateral Agent in the Beneficial Interest Collateral in the event of any change in
applicable law or regulation, including Articles 8 and 9 of the UCC and regulations of the U.S.
Department of the Treasury governing transfers of interests in Government Securities.




          Section 2.08 Further Assurances. (a) Each Grantor agrees that from time to time, at the
expense of such Grantor, such Grantor shall promptly execute and deliver all further instruments
and documents, and take all further action (including under the laws of any foreign jurisdiction),
that may be necessary, or that the Collateral Agent may reasonably request, in order to perfect and
protect any pledge, assignment or security interest granted or purported to be granted hereby or to
enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect
to any Collateral (except that only the Express Perfection Requirements shall be required to be
satisfied). Without limiting the generality of the foregoing, each Grantor shall: (i) mark
conspicuously its applicable records
pertaining to the Collateral with a legend, indicating that such Collateral is subject to the
security interest granted hereby; (ii) if any Collateral shall be evidenced by an instrument or
“tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC) (other than a promissory
note, unless an Event of Default shall have occurred and be continuing), deliver and pledge to the
Collateral Agent hereunder such note or instrument or tangible chattel paper duly indorsed and
accompanied by duly executed





15









 







instruments of transfer or assignment in blank; (iii) execute and file
such financing or continuation statements, or amendments thereto, and such other instruments or
notices, that may be necessary, or as the Collateral Agent may reasonably request, in order to
perfect and preserve the pledge, assignment and security interest granted or purported to be
granted hereby and (iv) execute, file, record, or register such additional documents and
supplements to this Agreement, including any further assignments, security agreements, pledges,
grants and transfers, as may be required under the laws of any foreign jurisdiction or as the
Collateral Agent may reasonably request, to create, attach, perfect, validate, render enforceable,
protect or establish the priority of the security interest and lien of this Agreement (except that
only the Express Perfection Requirements shall be required to be satisfied).




          (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, relating to all or any part of the Collateral
without the signature of such Grantor where permitted by law. A photocopy or other reproduction of
this Agreement or any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.




          (c) Each Grantor shall furnish or cause to be furnished to the Collateral Agent from time to
time statements and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Collateral Agent may reasonably request, all in
reasonable detail.




          (d) Each Grantor shall, prior to or simultaneously with any Person becoming a lessor of any
Pool Aircraft, cause such Person to enter into a Grantor Supplement.




          (e) Each Grantor shall ensure that at all times an individual shall be appointed as
administrator with respect to such Grantor for purposes of the International Registry and shall
register or cause to be registered (or if the Collateral Agent is making such registration, without
relieving each Grantor of such obligation, consent to such registration) with the International
Registry (collectively, the “Required Cape Town Registrations”): (i) the International
Interest provided for hereunder with respect to each Aircraft Object in respect of Pool Aircraft
where the relevant Grantor is situated in a Contracting State or if such Aircraft Object is
registered in a Contracting State; (ii) the International Interest provided for in any Cape Town
Lease to which such Grantor is a lessor or lessee; (iii) the assignment to the Collateral Agent of
each International Interest described in clause (ii) and assigned to the Collateral Agent
hereunder; and (iv) the Contract of Sale with respect to any Pool Aircraft by which title to such
Pool Aircraft is conveyed by or to such Grantor, but only if the seller under such Contract of Sale
is situated in a Contracting State or if such Aircraft Object is registered in a Contracting State
and if such seller agrees to such registration. To the extent that (A) the Collateral Agent’s
consent is required for any such registration, or (B) the Collateral Agent is required to initiate
any such registration, the Collateral Agent shall ensure that such consent or such initiation of
such registration is effected,
and no Grantor shall be in breach of this Section should the Collateral Agent fail to do so in a
proper fashion (it being understood and agreed that in no event shall the Collateral Agent be
liable for any failure to so register as a result of such Grantor’s failure to provide any
necessary information required for such registration in a timely manner or if such information is
inaccurate or incomplete). It is understood and agreed that International Interests provided for
hereunder




16









 







shall be registered in the name of the Collateral Agent in the order of priority provided
for in clauses (a) and (b) of Section 3.02. The parties hereto agree that for the purposes of the
definition of Prospective International Interest in the Cape Town Convention, the making of the
Loans by the Lenders shall constitute the stated event upon which the Borrower has created or
provided for an International Interest in the Aircraft Objects and Assigned Leases.




          (f) With respect to each Pool Aircraft that is registered in the United States of America,
each Grantor shall, so long as such Pool Aircraft is so registered, and (i) in the case of a Pool
Aircraft that is not subject to an Assigned Lease, register and record with the FAA the Relevant
FAA Aircraft Mortgages with respect to such Pool Aircraft and (ii) in the case of a Pool Aircraft
that is subject to an Assigned Lease, register and record with the FAA the Relevant FAA Aircraft
Mortgages and Lease Security Assignments with respect to such Pool Aircraft. Each Grantor shall,
if at any time after the filing with the FAA of a Relevant FAA Aircraft Mortgage with respect to a
Pool Aircraft such Pool Aircraft becomes subject to an Assigned Lease, register and record with the
FAA the Relevant FAA Lease Security Assignments with respect to such Aircraft. With respect to
each Grantor incorporated under the laws of Ireland, such Grantor shall cause each Security
Document executed by it or its relevant particulars to be filed in the Irish Companies Registration
Office and, where applicable, the Irish Revenue Commissioners within 21 days of execution thereof.




          Section 2.09 Place of Perfection; Records. Each Grantor shall keep its chief place of
business and chief executive office and the office where it keeps its records concerning the
Collateral at the location therefor specified in Schedule IV or, upon 30 days’ prior written notice
to the Collateral Agent, at such other locations in a jurisdiction where all actions required by
Section 2.03(e) shall have been taken with respect to the Collateral. Subject to applicable
confidentiality restrictions, each Grantor shall hold and preserve such records and shall permit
representatives of the Collateral Agent upon reasonable prior notice at any time during normal
business hours reasonably to inspect and make abstracts from such records, all at the sole cost and
expense of such Grantor.




          Section 2.10 Voting Rights; Dividends; Etc. (a) So long as no Event
of Default shall have occurred and be continuing:




          (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights
pertaining to all or any part of the Beneficial Interest Collateral pledged by such Grantor for any
purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor,
the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising
any such right if such action would constitute a breach of its obligations under the Loan
Documents; and




          (ii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered)
to such Grantor all such proxies and other instruments as such Grantor may reasonably request in
writing and provide for the purpose of enabling such Grantor to exercise the voting and other
rights that it is entitled to exercise pursuant to Section 2.10(a)(i).





17









 








          (b) After an Event of Default shall have occurred and be continuing, any and all
distributions, dividends and interest paid in respect of the Beneficial Interest Collateral pledged
by such Grantor, including any and all (i) distributions, dividends and interest paid or payable
other than in cash in respect of, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, such Beneficial Interest Collateral; (ii)
distributions, dividends and other distributions paid or payable in cash in respect of such
Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or
in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid,
payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange
for, such Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent and,
if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of such Grantor and be forthwith delivered to the
Collateral Agent in the same form as so received (with any necessary endorsement).




          (c) During the continuance of an Event of Default, all rights of each Grantor to exercise or
refrain from exercising the voting and other consensual rights that it would otherwise be entitled
to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall
thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to
exercise or refrain from exercising such voting and other consensual rights.




          Section 2.11 Transfers and Other Liens; Additional Shares or Interests.
No Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, any of the Collateral or (ii) create or suffer to exist any Lien
upon or with respect to any of the Collateral of such Grantor, in the case of clause (i) or (ii)
other than the pledge, assignment and security interest created by this Agreement and as otherwise
provided or permitted herein or in any other Loan Document.




          Section 2.12 Collateral Agent Appointed Attorney-in-Fact. Each Grantor
hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such
Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the
name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during
the occurrence and continuance of an Event of Default, to take any action and to execute any
instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement, including:




          (a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the Collateral;




          (b) to receive, indorse and collect any drafts or other instruments and documents in
connection included in the Collateral;




          (c) to file any claims or take any action or institute any proceedings that the Collateral
Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the
rights of the Collateral Agent with respect to any of the Collateral; and





18









 








          (d) to execute and file any financing or continuation statements, or amendments thereto, and
such other instruments or notices, as may be necessary, in order to perfect (except in the case of
the Beneficial Interest Collateral provided pursuant to Section 2.01(c)) and preserve the pledge,
assignment and security interest granted hereby;



provided that the Collateral Agent’s exercise of any such power shall be subject to Section
2.06(d).




          Section 2.13 Collateral Agent May Perform. If any Grantor fails to
perform any agreement contained in this Agreement, the Collateral Agent may (but shall not be
obligated to) after such prior notice as may be reasonable under the circumstances, itself perform,
or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in
connection with doing so shall be payable by the Grantors.




          Section 2.14 Covenant to Pay. Each Grantor covenants with the Collateral
Agent (for the benefit of the Secured Parties) that it will pay or discharge any monies and
liabilities whatsoever that are now, or at any time hereafter may be, due, owing or payable by such
Grantor in any currency, actually or contingently, solely and/or jointly, and/or severally with
another or others, as principal or surety on any account whatsoever pursuant to the Loan Documents
in accordance with their terms. Each Grantor agrees that no payment or distribution by such
Grantor pursuant to the preceding sentence shall entitle such Grantor to exercise any rights of
subrogation in respect thereof until the related Secured Obligations shall have been paid in full.
All such payments shall be made in accordance with Section 3.02.




          Section 2.15 Delivery of Collateral Supplements. Upon the addition of
any Pool Aircraft or the acquisition by any Grantor of any Beneficial Interest Collateral, each
relevant Grantor shall concurrently execute and deliver to the Collateral Agent a Collateral
Supplement duly completed with respect to such Collateral and shall take such steps with respect to
the perfection of such Collateral as are called for by this Agreement for Collateral of the same
type; provided that the foregoing shall not be construed to impair or otherwise derogate
from any restriction on any such action in any Loan Document; and provided further
that the failure of any Grantor to deliver any Collateral Supplement as to any such Collateral
shall not impair the lien of this Agreement as to such Collateral.




          Section 2.16 Operational Covenants.




          (a) Operation and Use. Each Grantor agrees that no Pool Aircraft will be maintained, used or
operated in violation of any law, rule or regulation (including airworthiness directives) of any
government or Governmental Authority having jurisdiction over such Pool Aircraft or in violation of
any airworthiness certificate, license or registration relating to such Pool Aircraft issued by any
such government, except for minor violations, and except to the extent any Grantor (or, if a Lease
is then in effect with respect to such Pool Aircraft, any Lessee of such Pool Aircraft) is
contesting in good faith the validity or application of any such law, rule or regulation in any
manner that does not involve any material risk of sale, forfeiture or loss of such Pool Aircraft or
any material risk of subjecting any Secured Party to criminal liability or materially impair the
Liens created by the Mortgage or any other Security Document; provided



19









 





that the Borrower Parties shall only be entitled to contest mandatory grounding orders if they (or the applicable
Lessee) do not operate such Pool Aircraft during such contest. The Grantors will not operate any
Pool Aircraft, or permit any Pool Aircraft to be operated or located, (i) in any area excluded from
coverage by any insurance required by the terms of Section 2.17 and Schedule V of this Agreement or
(ii) in any war zone or recognized or threatened areas of hostilities unless covered by war risk
insurance in accordance with Section 2.17 and Schedule V of this Agreement, in either case unless
indemnified by a government authority as provided therein or unless located there due to an
emergency or an event outside the Lessee’s control, but only for so long as such emergency or event
continues.




          Notwithstanding the other provisions of this Section 2.16, no breach of Section 2.16 shall be
deemed to have occurred by virtue of any act or omission of a Lessee or sub-lessee, or of any
Person claiming by or through a Lessee or a sub-lessee, or of any Person which has possession of
the Pool Aircraft or any Engine for the purpose of repairs, maintenance, modification or storage,
or by virtue of any requisition, seizure, or confiscation of the Pool Aircraft (other than seizure
or confiscation arising from a breach by the Grantors of this Section 2.16(a)) (each, a “Third
Party Event”); provided that (i) neither ILFC nor any other Grantor consents or has
consented to such Third Party Event; and (ii) ILFC or the Grantor which is the lessor or owner of
such Pool Aircraft promptly and diligently takes such commercially reasonable actions in accordance
with Leasing Company Practice in respect of such Third Party Event, including, as deemed
appropriate (taking into account, inter alia, the laws of the jurisdictions in which the Pool
Aircraft are located), seeking to compel such Lessee or other relevant Person to remedy such Third
Party Event or seeking to repossess the relevant Pool Aircraft or Engine.




          (b) Identification of Collateral Agent’s Interest. The Grantors agree to affix as promptly
as practicable after the Effective Date and thereafter to maintain in the cockpit of each Pool
Aircraft, in a clearly visible location, and on each Engine, a nameplate bearing the inscription
“MORTGAGED TO BANK OF AMERICA, N.A., AS COLLATERAL AGENT” (such nameplate to be replaced, if
necessary, with a nameplate reflecting the name of any successor Collateral Agent).




          (c) Registration. Each Grantor shall cause each Pool Aircraft to remain duly registered,
under the laws of a country or jurisdiction that is not a Prohibited Country or that is the country
in which such Pool Aircraft is registered as of the date hereof, in the name of the relevant
Grantor if so permitted under the applicable registry; provided that a Pool Aircraft may be
unregistered for a temporary period in connection with modification or maintenance of such Pool
Aircraft. The Collateral Agent agrees that it will cooperate with the relevant Grantor in changing
the state of registration of any Pool Aircraft at the cost of the relevant Grantor and as the
relevant Grantor may request, provided that such request does not conflict with the
relevant Grantor’s obligations under the Loan Documents.




          (d) Extension, Amendment or Replacement of Leases. Upon execution of any renewal, extension
or replacement Lease, the relevant Grantor shall comply with the provisions of Sections 2.06 and
2.08 of this Agreement, as applicable, and shall deliver the following to the Collateral Agent:





20









 








               (i) the Chattel Paper Original, if any, of such renewal, extension or replacement Lease;



               (ii) a notice of assignment substantially in the form attached hereto as Exhibit F-1 (a
“Lessee Notice”) and an acknowledgement from the Lessee substantially in the form attached
hereto as Exhibit F-2 (a “Lessee Acknowledgment”), or such forms of such notices as may be
pre-agreed in the relevant Lease, addressed to, or for the benefit of, the Collateral Agent with
respect to such Lease;



               (iii) certificates of insurance from qualified brokers of aircraft insurance (or other
evidence satisfactory to the Collateral Agent), evidencing all insurance required to be maintained
by the applicable Lessee, together with the endorsements required pursuant to Section 2.17 and
Schedule V of this Agreement;



               (iv) promptly and in any case within 15 days of the effectiveness of the leasing of such Pool
Aircraft, a copy of such Lease, and an amended and restated Schedule 3.16(b) to the Credit
Agreement incorporating all information required under such schedule with respect to such renewal,
extension or replacement Lease; and



               (v) with respect to any renewal, extension or replacement Lease, copies of such legal
opinions with regard to compliance with the registration requirements of the relevant jurisdiction,
enforceability of such Lease and such other matters customary for such transactions, in each case
to the extent that receiving such legal opinions is consistent with Leasing Company Practice.



          Section 2.17 Insurance. The relevant Grantor shall maintain, or procure
that the relevant Lessee maintains, hull and third party liability insurance policies, maintained
with insurers or reinsured with reinsurers of recognized responsibility or pursuant to governmental
indemnities, in respect of each Pool Aircraft in accordance with the terms of Schedule V hereto.




ARTICLE III

REMEDIES




          Section 3.01 Remedies. Notwithstanding anything herein or in any other Loan Document to
the contrary, if any Event of Default shall have occurred and be continuing, and in each case
subject to the quiet enjoyment rights of the applicable Lessee of any Pool Aircraft:




          (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein (including, for the avoidance of doubt, the rights and
remedies of the Collateral Agent provided for in Section 2.10(c)), all of the rights and remedies
of a secured party upon default under the UCC (whether or not the UCC applies to the affected
Collateral) and all of the rights and remedies under applicable law and also may (i) require any
Grantor to, and such Grantor hereby agrees that it shall at its expense and upon request of the
Collateral Agent forthwith, assemble all or any part of the Collateral as directed by the
Collateral Agent and make it available to the Collateral Agent at a place to be designated by the
Collateral Agent that is reasonably convenient to both parties and (ii) without notice except





21









 







as
specified below, sell or cause the sale of the Collateral or any part thereof in one or more
parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash,
on credit or for future delivery, and upon such other terms as the Collateral Agent may deem
commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required
by law, at least ten days’ prior notice to such Grantor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable notification. The
Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale
having been given. The Collateral Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.




          (b) The Collateral Agent may, in addition to or in connection with any other remedies
available hereunder or under any other applicable law, exercise any and all remedies granted under
the Cape Town Convention as it shall determine in its sole discretion. In connection therewith,
the parties hereby agree to the extent permitted by the UCC that (i) Article 9(1) and Article 9(2)
of the Convention, wherein the parties may agree or the court may order that any Collateral shall
vest in the Collateral Agent in or towards satisfaction of the Secured Obligations, shall not
preclude the Collateral Agent from obtaining title to any Collateral pursuant to any other remedies
available under applicable law (including but not limited to Article 9-620 of the UCC); (ii) any
surplus of cash or cash proceeds held by the Collateral Agent and remaining after payment in full
of all the Secured Obligations owed to it shall be paid over to the Grantors in accordance with
Section 3.02 hereof; and (iii) the Collateral Agent may obtain from any applicable court, pending
final determination of any claim resulting from an Event of Default, speedy relief in the form of
any of the orders specified in Article 13 of the Convention and Article X of the Protocol as the
Collateral Agent shall determine in its sole and absolute discretion, subject to any procedural
requirements prescribed by applicable laws.




          (c) All cash proceeds received by the Collateral Agent in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral shall be applied in
accordance with Section 3.02. Any sale or sales conducted in accordance with the terms of
this Section 3.01 shall be deemed conclusive and binding on each Grantor and the Secured Parties.




          Section 3.02 Priority of Payments. The Collateral Agent hereby agrees that all cash
proceeds received by the Collateral Agent in respect of any Collateral pursuant to Section 3.01
hereof and any payments by any Grantor to the Collateral Agent following an Event of Default shall
be paid by the Collateral Agent in the order of priority set forth below:




          (a) first, to the Collateral Agent for the benefit of the Secured Parties, until payment in
full in cash of the Secured Obligations then outstanding; and




          (b) second, all remaining amounts to the relevant Grantors or whomsoever may be lawfully
entitled to receive such amounts;





22









 







ARTICLE IV

SECURITY INTEREST ABSOLUTE






          Section 4.01 Security Interest Absolute. A separate action or actions may be brought and
prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is
brought against any other Grantor or whether any other Grantor is joined in any such action or
actions. Except as otherwise provided in the Loan Documents, all rights of the Collateral Agent
and the security interests and Liens granted under, and all obligations of each Grantor under,
until the Secured Obligations then outstanding are paid in full, this Agreement and each other Loan
Document shall be absolute and unconditional, irrespective of:




          (a) any lack of validity or enforceability of any Loan Document, Assigned Document or any
other agreement or instrument relating thereto;




          (b) any change in the time, manner or place of payment of, the security for, or in any other
term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent
to any departure from any Loan Document or Assigned Document or any other agreement or instrument
relating thereto;




          (c) any taking, exchange, release or non-perfection of the Collateral or any other collateral
or taking, release or amendment or waiver of or consent to departure from any guaranty, for all or
any of the Secured Obligations;




          (d) any manner of application of Collateral, or proceeds thereof, to all or any of the
Secured Obligations, or any manner of sale or other disposition of any Collateral for all or any of
the Secured Obligations or any other assets of the Grantors;




          (e) any change, restructuring or termination of the corporate structure or existence of any
Grantor; or




          (f) any other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor or a third-party grantor of a security interest or a Person deemed to be
a surety.




ARTICLE V

THE COLLATERAL AGENT




          The Collateral Agent and the Secured Parties agree among themselves as follows:




          Section 5.01 Authorization and Action. (a) Each Secured Party by its acceptance of the
benefits of this Agreement hereby appoints and authorizes Bank of America as the initial Collateral
Agent to take such action as trustee on behalf of the Secured Parties and to exercise such powers
and discretion under this Agreement and the other Loan Documents as are specifically delegated to
the Collateral Agent by the terms of this Agreement and of the Loan Documents, and no implied
duties and covenants shall be deemed to arise against the Collateral Agent. For the avoidance of
doubt, each Secured Party by its acceptance of the benefits of this Agreement hereby requests and
instructs the Collateral Agent to enter into all Assigned Lease-related documents and instruments
on this date and as may arise from time to time for the




23









 







purpose of establishing and maintaining its
security interest for itself and for the benefit of the other Secured Parties in respect of any
Assigned Lease.




          (b) The Collateral Agent accepts such appointment and agrees to perform the same but only
upon the terms of this Agreement (including any quiet enjoyment covenants given to the Lessees) and
agrees to receive and disburse all moneys received by it in accordance with the terms of this
Agreement. The Collateral Agent in its individual capacity shall not be answerable or accountable
under any circumstances, except for its own willful misconduct or gross negligence (or simple
negligence in the handling of funds or breach of any of its representations or warranties set forth
in this Agreement) and the Collateral Agent shall not be liable for any action or inaction of any
Grantor or any other parties to any of the Loan Documents.




          Section 5.02 Absence of Duties. The powers conferred on the Collateral Agent under this
Agreement with respect to the Collateral are solely to protect its interests in this Agreement and
shall not impose any duty upon it, except as explicitly set forth herein, to exercise any such
powers. Except for the safe custody of any Collateral in its possession and the accounting for
moneys actually received by it under this Agreement, the Collateral Agent shall not have any duty
as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any
Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve or perfect rights against any parties or any other rights pertaining to
any Collateral. The Collateral Agent
shall not have any duty to ascertain or inquire as to the performance or observance of any
covenants, conditions or agreements on the part of any Grantor or Lessee.




          Section 5.03 Representations or Warranties. The Collateral Agent shall not make nor shall
it be deemed to have made any representations or warranties as to the validity, legality or
enforceability of this Agreement, any other Loan Document or any other document or instrument or as
to the correctness of any statement contained in any thereof, or as to the validity or sufficiency
of any of the pledge and security interests granted hereby, except that the Collateral Agent in its
individual capacity hereby represents and warrants (a) that each such specified document to which
it is a party has been or will be duly executed and delivered by one of its officers who is and
will at such time be duly authorized to execute and deliver such document on its behalf, and (b)
this Agreement is or will be the legal, valid and binding obligation of the Collateral Agent in its
individual capacity, enforceable against the Collateral Agent in its individual capacity in
accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally.




          Section 5.04 Reliance; Agents; Advice of Counsel. (a) The Collateral Agent shall not
incur any liability to anyone as a result of acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper party or parties. The
Collateral Agent may accept a copy of a resolution of the board or other governing body of any
party to this Agreement or any Loan Document, certified by the Secretary or an Assistant




24









 







Secretary
thereof or other duly authorized Person of such party as duly adopted and in full force and effect,
as conclusive evidence that such resolution has been duly adopted by said board or other governing
body and that the same is in full force and effect. As to any fact or matter the manner of
ascertainment of which is not specifically described in this Agreement, the Collateral Agent shall
be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully
protected in acting or refraining from acting, on a certificate, signed by an officer of any duly
authorized Person, as to such fact or matter, and such certificate shall constitute full protection
to the Collateral Agent for any action taken or omitted to be taken by them in good faith in
reliance thereon. The Collateral Agent shall assume, and shall be fully protected in assuming,
that each other party to this Agreement is authorized by its constitutional documents to enter into
this Agreement and to take all action permitted to be taken by it pursuant to the provisions of
this Agreement, and shall not inquire into the authorization of such party with respect thereto.




          (b) The Collateral Agent may execute any of its powers hereunder or perform any duties under
this Agreement either directly or by or through agents, including financial advisors, or attorneys
or a custodian or nominee, provided, however, that the appointment of any agent
shall not relieve the Collateral Agent of its responsibilities or liabilities hereunder.




          (c) The Collateral Agent may consult with counsel and any opinion of counsel or any advice of
such counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it under this Agreement in good faith and in
accordance with such advice or opinion of counsel.




          (d) The Collateral Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any litigation under this
Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties,
pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the
Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or thereby.




          (e) The Collateral Agent shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that the repayment of
such funds or indemnity reasonably satisfactory to it against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement shall in any event
require the Collateral Agent to perform, or be responsible or liable for the manner of performance
of, any obligations of any Grantor under any of the Loan Documents.




          (f) If the Collateral Agent incurs expenses or renders services in connection with an
exercise of remedies specified in Section 3.01, such expenses (including the fees and expenses of
its counsel) and the compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors’ rights generally.





25









 








          (g) The Collateral Agent shall not be charged with knowledge of an Event of Default unless
the Collateral Agent obtains actual knowledge of such event or the Collateral Agent receives
written notice of such event from any of the Secured Parties.




          (h) The Collateral Agent shall not have any duty to monitor the performance of any Grantor or
any other party to the Loan Documents, nor shall the Collateral Agent have any liability in
connection with the malfeasance or nonfeasance by such parties. The Collateral Agent shall not
have any liability in connection with compliance by any Grantor or any Lessee under a Lease with
statutory or regulatory requirements related to the Collateral, any Pool Aircraft or any Lease.
The Collateral Agent shall not make or be deemed to have made any representations or warranties
with respect to the Collateral, any Pool Aircraft or any Lease or the validity or sufficiency of
any assignment or other disposition of the Collateral, any Pool Aircraft or any Lease.




          Section 5.05 Cape Town Convention. The Collateral Agent, during the term of this
Agreement, shall establish and maintain a valid and existing account as a Transacting User Entity
with the International Registry and appoint an Administrator and/or a Professional User Entity to
make registrations in regard to the Collateral as required by this Agreement.




          Section 5.06 No Individual Liability. The Collateral Agent shall not have any individual liability in respect of all or any part of
the Secured Obligations, and all shall look, subject to the lien and priorities of payment provided
herein and in the Loan Documents, only to the property of the Grantors (to the extent provided in
the Loan Documents) for payment or satisfaction of the Secured Obligations pursuant to this
Agreement and the other Loan Documents.




ARTICLE VI

SUCCESSOR COLLATERAL AGENT




          Section 6.01 Resignation and Removal of the Collateral Agent. The Collateral Agent may
resign at any time without cause by giving at least 30 days’ prior written notice to ILFC and the
Lenders. The Required Lenders may at any time remove the Collateral Agent without cause by an
instrument in writing delivered to ILFC, the Lenders and the Collateral Agent. No resignation by
or removal of the Collateral Agent pursuant to this Section 6.01 shall become effective prior to
the date of appointment by the Required Lenders of a successor Collateral Agent and the acceptance
of such appointment by such successor Collateral Agent.




          Section 6.02 Appointment of Successor. (a) In the case of the resignation or removal of
the Collateral Agent, the Required Lenders shall promptly appoint a successor Collateral Agent. So
long as no Event of Default shall have occurred and be continuing, any such successor Collateral
Agent shall as a condition to its appointment be reasonably acceptable to ILFC. If a successor
Collateral Agent shall not have been appointed and accepted its appointment hereunder within 60
days after the Collateral Agent gives notice of resignation, the retiring Collateral Agent, the
Administrative Agent or the Required Lenders may petition any court of competent jurisdiction for
the appointment of a successor Collateral Agent. Any successor Collateral Agent so appointed by
such court shall immediately and without further act




26









 







be superseded by any successor Collateral
Agent appointed as provided in the first sentence of this paragraph within one year from the date
of the appointment by such court.




          (b) Any successor Collateral Agent shall execute and deliver to the relevant Secured Parties
an instrument accepting such appointment. Upon the acceptance of any appointment as Collateral
Agent hereunder, a successor Collateral Agent, upon the execution and filing or recording of such
financing statements, or amendments thereto, and such amendments or supplements to this Agreement,
and such other instruments or notices, as may be necessary, or as the Administrative Agent may
request in order to continue the perfection (if any) of the Liens granted or purported to be
granted hereby, shall succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be
discharged from its duties and obligations under this Agreement and the other Loan Documents. The
retiring Collateral Agent shall take all steps necessary to transfer all Collateral in its
possession and all its control over the Collateral to the successor Collateral Agent. All actions
under this paragraph (b) shall be at the expense of ILFC; provided that if a successor
Collateral Agent has been appointed as a result of the circumstances described
in Section 6.02(d), any actions under this paragraph (b) as relating to such appointment shall
be at the expense of the successor Collateral Agent.




          (c) The Collateral Agent shall be an Eligible Institution, if there be such an institution
willing, able and legally qualified to perform the duties of the Collateral Agent hereunder and
unless such institution is an Affiliate of a Secured Party or an Event of Default has occurred and
is continuing, reasonably acceptable to ILFC.




          (d) Any corporation into which the Collateral Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Collateral Agent shall be a party, or any corporation to which substantially all the
business of the Collateral Agent may be transferred, shall be the Collateral Agent under this
Agreement without further act.




ARTICLE VII

INDEMNITY AND EXPENSES




          Section 7.01 Indemnity. (a) Each of the Grantors shall indemnify, defend and hold
harmless the Collateral Agent (and its officers, directors, employees, representatives and agents)
from and against, any loss, liability or expense (including reasonable legal fees and expenses)
incurred by it without negligence or bad faith on its part in connection with the acceptance or
administration of this Agreement and its duties hereunder, including the costs and expenses of
defending itself against any claim or liability and of complying with any process served upon it or
any of its officers in connection with the exercise or performance of any of its powers or duties
hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without
negligence or bad faith on its part. The Collateral Agent (i) must provide reasonably prompt
notice to the applicable Grantor of any claim for which indemnification is sought, provided
that the failure to provide notice shall only limit the indemnification provided hereby to the
extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must
not make any admissions of liability or incur any significant expenses after




27









 







receiving actual
notice of the claim or agree to any settlement without the written consent of the applicable
Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to
reimburse any expense or indemnity against any loss or liability incurred by the Collateral Agent
through negligence or bad faith.




          Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the
defense of the claim including, without limitation, designating counsel for the Collateral Agent
and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of
any claim; provided that (i) the applicable Grantor may not agree to any settlement
involving any indemnified person that contains any element other than the payment of money and
complete indemnification of the indemnified person without the prior written consent of the
affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of
separate counsel for the indemnified person to the extent that the interests of the Collateral
Agent are in conflict with those of such Grantor and (iii) the indemnified person shall have the
right to
approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.




          (b) Each Grantor shall within ten (10) Business Days after demand pay to the Collateral Agent
the amount of any and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i)
the administration of this Agreement (in accordance with fee arrangements agreed between the
Collateral Agent and ILFC), (ii) the custody, preservation, use or operation of, or the sale of,
collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement
of any of the rights of the Collateral Agent or any other Secured Party against such Grantor
hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.




          Section 7.02 Secured Parties’ Indemnity. (a) The Collateral Agent shall be entitled to be
indemnified (subject to the limitations and requirements described in Section 8.01 mutatis
mutandis) by the Lenders to the sole satisfaction of the Collateral Agent before proceeding
to exercise any right or power under this Agreement at the request or direction of the
Administrative Agent.




          (b) In order to recover under clause (a) above, the Collateral Agent: (i) must provide
reasonably prompt notice to the Administrative Agent of any claim for which indemnification is
sought, provided that the failure to provide notice shall only limit the indemnification
provided hereby to the extent of any incremental expense or actual prejudice as a result of such
failure; and (ii) must not make any admissions of liability or incur any significant expenses after
receiving actual notice of the claim or agree to any settlement without the written consent of the
Administrative Agent which consent shall not be unreasonably withheld.




          (c) The Administrative Agent may, in its sole discretion, and at its expense, control the
defense of the claim including, without limitation, designating counsel for the Collateral Agent
and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of
any claim; provided that (i) the Administrative Agent may not agree to any settlement
involving any indemnified person that contains any element other than the payment of




28









 







money and
complete indemnification of the indemnified person without the prior written consent of the
affected indemnified person, (ii) the Administrative Agent shall engage and pay the expenses of
separate counsel for the indemnified person to the extent that the interests of the Collateral
Agent are in conflict with those of the Administrative Agent and (iii) the indemnified person shall
have the right to approve the counsel designated by the Administrative Agent which consent shall
not be unreasonably withheld.




          (d) The provisions of Section 7.01 and this Section 7.02 shall survive the termination of
this Agreement or the earlier resignation or removal of the Collateral Agent.




          Section 7.03 No Compensation from Secured Parties. The Collateral Agent agrees that it
shall have no right against the Secured Parties for any fee as compensation for its services in
such capacity.




          Section 7.04 Collateral Agent Fees. In consideration of the Collateral Agent’s performance
of the services provided for under this Agreement, the Grantors shall pay to the Collateral Agent
an annual fee set forth under a separate agreement between ILFC and the Collateral Agent and shall
reimburse the Collateral Agent for expenses incurred including those associated with the
International Registry.




ARTICLE VIII

MISCELLANEOUS




          Section 8.01 Amendments; Waivers; Etc. (a) No amendment or waiver of any provision of
this Agreement, and no consent to any departure by any party from the provisions of this Agreement,
shall in any event be effective unless the same shall be in writing and signed by the
Administrative Agent and each party hereto. No failure on the part of the Collateral Agent to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The Collateral Agent may, but shall have no obligation
to, execute and deliver any amendment or modification which would affect its duties, powers,
rights, immunities or indemnities hereunder.




          (b) Upon the execution and delivery by any Person of a Grantor Supplement, (i) such Person
shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and
each reference in this Agreement to “Grantor” shall also mean and be a reference to such Additional
Grantor, (ii) Annexes I, II, III and IV attached to each Grantor Supplement shall be incorporated
into, become a part of and supplement Schedules I, II, III and IV, respectively, and the Collateral
Agent may attach such Annexes as supplements to such Schedules; and each reference to such
Schedules shall be a reference to such Schedules as so supplemented and (iii) such Additional
Grantor shall be a Grantor for all purposes under this Agreement and shall be bound by the
obligations of the Grantors hereunder.




          (c) Upon the execution and delivery by a Grantor of a Collateral Supplement, Annexes I and II
to each Collateral Supplement shall be incorporated into, become a part of and supplement Schedules
I and II, respectively, and the Collateral Agent may attach such Annexes




29









 







as supplements to such
Schedules; and each reference to such Schedules shall be a reference to such Schedules as so
supplemented.




          Section 8.02 Addresses for Notices. All notices and other communications provided for
hereunder shall be in writing (including telecopier) and telecopied or delivered to the intended
recipient at its address specified, as follows:




     For each Grantor:


International Lease Finance Corporation

10250 Constellation Blvd.

Suite 3400

Los Angeles, CA 90067

Attention: Treasurer with a copy to the General Counsel

Facsimile: (310) 788-1990

Telephone: (310) 788-1999




     For the Collateral Agent:


Bank of America, N.A.

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Facsimile No. (415) 503-5099



or, as to each party, at such other address as shall be designated by such party in a written
notice to each other party complying as to delivery with the terms of this Section 8.02. Each such
notice shall be effective (a) on the date personally delivered to an authorized officer of the
party to which sent, or (b) on the date transmitted by legible telecopier transmission with a
confirmation of receipt.




          Section 8.03 No Waiver; Remedies. No failure on the part of the Collateral Agent to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.




          Section 8.04 Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired.




          Section 8.05 Continuing Security Interest; Assignments. Subject to Section 8.06, this
Agreement shall create a continuing security interest in the Collateral and shall





30











 




(a) remain in full force and effect until the earlier of the payment in
full in cash of the Secured Obligations then outstanding to the Secured Parties, (b) be binding
upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies
of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective
successors, permitted transferees and permitted assigns. Without limiting the generality of the
foregoing subsection (c), any Secured Party may assign or otherwise transfer all or any portion of
its rights and obligations under any Loan Document to which it is a party in accordance with the
terms thereof to any other permitted Person or entity, and such other permitted Person or entity
shall thereupon become vested with all the rights in respect thereof granted to such Secured Party
herein or otherwise.




          Section 8.06 Release and Termination. (a) Upon any sale, lease, transfer or other
disposition or removal from the Designated Pool of any item of Collateral in accordance with the
terms of the Loan Documents, such item of Collateral will be deemed released from the Lien hereof,
and the Collateral Agent will, at such Grantor’s expense, execute and deliver to the Grantor of
such item of Collateral such documents as such Grantor shall reasonably request and provide to the
Collateral Agent to evidence the release of such item of Collateral from the assignment and
security interest granted hereby, and to the extent that (A) the Collateral Agent’s consent is
required for any deregistration of the interests in such released Collateral from the International
Registry or other registry or (B) the Collateral Agent is required to initiate any such
deregistration, the Collateral Agent shall ensure that such consent or such initiation of such
deregistration is effected.




          (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge,
assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral
Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for
this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral
Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the
Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at
the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such
Grantor shall prepare and reasonably request to evidence such termination.




          (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the
Collateral Agent in accordance with the definition of “Collateral Agent“ in Section 1.01, all
certificates, instruments or other documents being held by the Collateral Agent at such time shall,
within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be
delivered to the successor Collateral Agent.




          Section 8.07 Currency Conversion. If any amount is received or recovered by the Collateral
Agent in a currency (the “Received Currency“) other than the currency in which such amount
was expressed to be payable (the “Agreed Currency“), then the amount in the Received
Currency actually received or recovered by the Collateral Agent, to the extent permitted by law,
shall only constitute a discharge of the relevant Grantor to the extent of the amount of the Agreed
Currency which the Collateral Agent was or would have been able in accordance with its or his normal procedures to purchase on the date
of actual receipt or recovery (or, if that is not practicable, on the next date on which it is so
practicable), and, if the amount of






31









 







the Agreed Currency which the Collateral Agent is or would have
been so able to purchase is less than the amount of the Agreed Currency which was originally
payable by the relevant Grantor, such Grantor shall pay to the Collateral Agent for the benefit of
the Secured Parties such amount as it shall determine to be necessary to indemnify the Collateral
Agent and the Secured Parties against any loss sustained by it as a result (including the cost of
making any such purchase and any premiums, commissions or other charges paid or incurred in
connection therewith) and so that, to the extent permitted by law, (i) such indemnity shall
constitute a separate and independent obligation of each Grantor distinct from its obligation to
discharge the amount which was originally payable by such Grantor and (ii) shall give rise to a
separate and independent cause of action and apply irrespective of any indulgence granted by the
Collateral Agent and continue in full force and effect notwithstanding any judgment, order, claim
or proof for a liquidated amount in respect of the amount originally payable by any Grantor or any
judgment or order and no proof or evidence of any actual loss shall be required.




          Section 8.08 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          Section 8.09 Jurisdiction; Consent to Service of Process. (a) To the extent permitted by
applicable law, each party hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of any New York State court or federal court of the United
States of America sitting in New York County, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in such federal court.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party
may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan
Documents against any Borrower Party or its properties in the courts of any jurisdiction.




          (b) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.




          (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.




          Section 8.10 Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an




32









 







original, but all of which when taken together shall constitute a single contract. This Agreement and the
other Loan Documents constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This Agreement (i) will become effective when the Lenders
shall have received counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed counterpart of
a signature page of this Agreement by telecopy will be effective as delivery of a manually executed
counterpart of this Agreement.




          Section 8.11 Table of Contents, Headings, Etc. The Table of Contents and headings of the
Articles and Sections of this Agreement have been inserted for convenience of reference only, are
not to be considered a part hereof and shall in no way modify or restrict any of the terms and
provisions hereof.




          Section 8.12 Non-Invasive Provisions. (a) Notwithstanding any other provision of the Loan
Documents, the Collateral Agent agrees that, so long as no Event of Default shall have occurred and
be continuing, not to take any action or cause to be taken any action, or permit any person
claiming by, through or on behalf of it to take any action or cause any action, that would
interfere with the possession, use, operation and quiet enjoyment of and other rights with respect
to any Pool Aircraft or Collateral related thereto and all rents, revenues, profits and income
therefrom, including, the right to enforce manufacturers’ warranties, the right to apply or obtain
insurance proceeds for damage to the Pool Aircraft to the repair of the Pool Aircraft and the right
to engage in pooling, leasing and similar actions, in each case in accordance with the terms of
this Agreement.




          (b) Notwithstanding any other provision of the Loan Documents, the Collateral Agent agrees
that, so long as no “Event of Default“ (or similar term) under a Lease (as defined in such Lease)
shall have occurred and be continuing, not to take any action or cause to be taken any action, or
permit any person claiming by, through or on behalf of it to take any action or cause any action,
that would interfere with the possession, use, operation and quiet enjoyment of and other rights of
the Lessee with respect to any Pool Aircraft or Collateral related thereto and all rents, revenues,
profits and income therefrom, including, the right to enforce manufacturers’ warranties, the right
to apply or obtain insurance proceeds for damage to the Pool Aircraft to the repair of the Pool
Aircraft and the right to engage in pooling, leasing and similar actions, in each case in
accordance with the terms of such Lease.




          (c) The Collateral Agent agrees to release any Lien the Collateral Agent may have upon any
Engine upon (i) a Grantor providing the Collateral Agent with written notice of a transfer thereof
promptly after receipt of a notice thereof from the relevant Lessee and with a
copy of the bill of sale or other instrument evidencing the transfer of title of such replacement
Engine to a Grantor, (ii) in the case of the transfer of title to an Engine initiated by a Grantor,
the Grantor providing the Collateral Agent with a certificate of such transfer and a copy of the
bill of sale or other instrument evidencing the transfer of title of a replacement Engine to a
Grantor, or (iii) upon the total loss payment or Loan repayment being received (or replacement
aircraft being provided) in a case where the Airframe, but not such Engine, was the subject of a
total loss;




33









 







provided that, for the avoidance of doubt, the Collateral Agent shall not
release any Lien upon an engine that is not replaced by a Grantor or a Lessee, unless such Engine
is associated with an aircraft that was subject to a total loss or otherwise removed from the
Designated Pool. The Borrower shall at the request of the Collateral Agent execute a supplement to
this Agreement to evidence that any such replacement engine has become subject to the Lien of this
Agreement and the Collateral Agent shall, at the request of the Borrower, execute a supplement to
this Agreement to evidence the release of the applicable Engine from the Lien of the Collateral
Agent.




          (d) The Lenders and the Collateral Agent agree that they will not claim, and upon the request
of the Borrower, the Collateral Agent will confirm in writing that it does not claim, any right,
title or interest in any engine or part (including any audio visual, telephonic, entertainment or
similar equipment) that is installed on a Pool Aircraft which does not constitute an “engine“ or
“part“ as defined in the applicable Lease.




          (e) For the avoidance of doubt, the Collateral Agent agrees that the Borrower or an
Intermediate Lessee may from time to time lease out an engine that is part of a Pool Aircraft or
lease in an engine that is not part of a Pool Aircraft as it determines in accordance with Leasing
Company Practice.




          Section 8.13 Limited Recourse. (a) In the event that the direct or indirect
assets of the Grantors are insufficient, after payment of all other claims, if any, ranking in priority to
the claims of the Collateral Agent or any Secured Party hereunder, to pay in full such claims of the
Collateral Agent or such Secured Party (as the case may be), then the Collateral Agent or the
Secured Party shall have no further claim against the Grantors (other than the Borrower) in respect
of any such unpaid amounts.




          (b) To the extent permitted by applicable law, no recourse under any obligation, covenant or
agreement of any party contained in this Agreement shall be had against any shareholder (not
including any Grantor as a shareholder of any other Grantor hereunder), officer or director of the
relevant party as such, by the enforcement of any assessment or by any
proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that
this Agreement is a corporate obligation of the relevant party and no personal liability shall
attach to or be incurred by the shareholders (not including any Grantor as a shareholder of any
other Grantor hereunder), officers or directors of the relevant party as such, or any of them under
or by reason of any of the obligations, covenants or agreements of such relevant party contained
in this Agreement, or implied therefrom, and that any and all personal liability for breaches by
such party of any of such obligations, covenants or agreements, either at law or by statute or
constitution, of every such shareholder (not including any Grantor as a shareholder of any other
Grantor hereunder), officer or director is hereby expressly waived by the other parties as a
condition of and consideration for the execution of this Agreement.




          (c) The guarantees, obligations, liabilities and undertakings granted by any Grantor organized
under the laws of France under this Agreement and the other Loan Documents shall, for each relevant
financial year, be, in any and all cases, strictly limited to 90% of the




34









 







annual net margin generated by such Grantor or Grantors in connection with back-to-back leasing activities between it
and the Borrower with respect to the lease of Pool Aircraft.




[The Remainder of this Page is Intentionally Left Blank]






35









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by its representative or officer thereunto duly authorized as of the date first above
written.




	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By /s/ Pamela S. Hendry
 	 
	 	Name:  	Pamela S. Hendry 	 
	 	Title:  	Senior Vice President & Treasurer 	 



36









 






	 	 	 	 	 



SIGNED AND DELIVERED AS A DEED




For and on behalf of ILFC IRELAND LIMITED

By its duly appointed attorney:

/s/ Niall C. Sommerville, attorney in fact




In the presence of:




Witness Signature: /s/ Maeved Reilly

Witness Name: Maeved Reilly

Witness Address: 30 North Wall Quay, D.1.

Witness Occupation: Administrator




37









 





	 	 	 	 	 
	 	SIGNED AND DELIVERED AS A DEED

By ILFC (BERMUDA) III, LTD.

 	 
	 	By /s/ S. George Cubbon
 	 
	 	Name:  	S. George Cubbon 	 
	 	Title:  	President 	 
	 



In the presence of:




Witness Signature: /s/ B. Lynette Hodgson

Witness Name: B. Lynette Hodgson

Witness Address: c/o Chartis Bermuda Limited

Witness Occupation: Corporate Administrator




38









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A. not in its individual capacity but
solely as the Collateral Agent

 	 
	 	By /s/ Robert Rittelmeyer
 	 
	 	Name:  	Robert Rittelmeyer 	 
	 	Title:  	Vice President 	 
	 




39









 





SCHEDULE I

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 
	 	 	Manufacturer and	 	 	 	 	 	Engine Manufacturer and	 	 
	 	 	Model	 	Airframe MSN	 	Model	 	Engine MSNs
	1

	 	Airbus A319-100
	 	 	2203	 	 	IAE V2524-A5
	 	V11654, V11663
	2

	 	Airbus A319-100
	 	 	2200	 	 	IAE V2524-A5
	 	V11657, V11659
	3

	 	Airbus A319-100
	 	 	2008	 	 	IAE V2524-A5
	 	V11505, V11506
	4

	 	Airbus A319-100
	 	 	1986	 	 	IAE V2524-A5
	 	V11481, V11484
	5

	 	Airbus A319-100
	 	 	1971	 	 	IAE V2524-A5
	 	V11459, V11464
	6

	 	Airbus A319-100
	 	 	1742	 	 	CFM56-5B6/P
	 	575414, 575415
	7

	 	Airbus A319-100
	 	 	1673	 	 	CFM56-5B6/P
	 	575344, 575345
	8

	 	Airbus A320-200
	 	 	877	 	 	IAE V2527-A5
	 	V10312, V10380
	9

	 	Airbus A320-200
	 	 	816	 	 	IAE V2527-A5
	 	V10313, V10342
	10

	 	Airbus A320-200
	 	 	543	 	 	IAE V2527-A5
	 	V10222, V10223
	11

	 	Airbus A320-200
	 	 	582	 	 	IAE V2527-A5
	 	V10156, V10187
	12

	 	Airbus A321-200
	 	 	991	 	 	CFM56-5B3/P
	 	779489, 779495
	13

	 	Airbus A321-200
	 	 	841	 	 	CFM56-5B3/P
	 	779386, 779387
	14

	 	Airbus A321-200
	 	 	815	 	 	CFM56-5B3/P
	 	779367, 779368
	15

	 	Airbus A330-200
	 	 	272	 	 	CF6-80E1-A4
	 	811152, 811153
	16

	 	Airbus A330-200
	 	 	205	 	 	CF6-80E1-A4
	 	811141, 811148
	17

	 	Airbus A330-300
	 	 	55	 	 	CF6-80E1-A2
	 	811110, 811111
	18

	 	Airbus A340-600
	 	 	534	 	 	Rolls-Royce TRENT 556-61
	 	71138, 71139, 71141, 71142
	19

	 	Airbus A340-600
	 	 	475	 	 	Rolls-Royce TRENT 556-61
	 	71033, 71047, 71070, 71073
	20

	 	Boeing 737-300
	 	 	28200	 	 	CFM56-3C1
	 	858485, 858486
	21

	 	Boeing 737-700
	 	 	29360	 	 	CFM56-7B22
	 	892266, 893261
	22

	 	Boeing 737-700
	 	 	30676	 	 	CFM56-7B22
	 	892437, 893436
	23

	 	Boeing 737-700
	 	 	30674	 	 	CFM56-7B26
	 	890849, 890850
	24

	 	Boeing 737-700
	 	 	28258	 	 	CFM56-7B22
	 	890429, 890430
	25

	 	Boeing 737-700
	 	 	30035	 	 	CFM56-7B22
	 	890372, 890373
	26

	 	Boeing 737-700
	 	 	28255	 	 	CFM56-7B22
	 	890363, 890364
	27

	 	Boeing 737-700
	 	 	30634	 	 	CFM56-7B22
	 	890249, 890251
	28

	 	Boeing 737-800
	 	 	30632	 	 	CFM56-7B26
	 	888853, 888856
	29

	 	Boeing 737-800
	 	 	30631	 	 	CFM56-7B26
	 	888773, 888776
	30

	 	Boeing 737-800
	 	 	28242	 	 	CFM56-7B26
	 	888555, 889571
	31

	 	Boeing 757-200ER
	 	 	29378	 	 	Pratt & Whitney PW2037
	 	P728749, P728750
	32

	 	Boeing 757-200ER
	 	 	29385	 	 	Pratt & Whitney PW2037
	 	P728739, P728740
	33

	 	Boeing 757-200ER
	 	 	26249	 	 	Rolls-Royce RB211-535E4
	 	31665, 31667






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 
	 	 	Manufacturer and	 	 	 	 	 	Engine Manufacturer and	 	 
	 	 	Model	 	Airframe MSN	 	Model	 	Engine MSNs
	34

	 	Boeing 757-200ER
	 	 	29954	 	 	Pratt & Whitney PW2037
	 	P728713, P728714
	35

	 	Boeing 757-200ER
	 	 	26247	 	 	Rolls-Royce RB211-535E4
	 	31635, 31636
	36

	 	Boeing 757-200ER
	 	 	26248	 	 	Rolls-Royce RB211-535E4
	 	31637, 31642
	37

	 	Boeing 767-300ER
	 	 	27617	 	 	General Electric

CF6-80C2-B6F
	 	704759, 704760
	38

	 	Boeing 767-300ER
	 	 	25170	 	 	General Electric

CF6-80C2-B6F
	 	703176, 704859
	39

	 	Boeing 767-300ER
	 	 	26259	 	 	General Electric

CF6-80C2-B6F
	 	704127, 704858
	40

	 	Boeing 767-300ER
	 	 	26257	 	 	General Electric

CF6-80C2-B7F
	 	702871, 703149
	41

	 	Boeing 777-200ER
	 	 	35296	 	 	General Electric GE90-94B
	 	900493, 900494
	42

	 	Boeing 777-200ER
	 	 	32703	 	 	General Electric GE90-90B
	 	900438, 900439
	43

	 	McDonnell Douglas

MD-11F
	 	 	48631	 	 	Pratt & Whitney PW4462
	 	P733765, P733766, P733767






2









 






SCHEDULE II

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Borrower	 	Certificate No.	 	Beneficial Interest
	N/A

	 	N/A
	 	N/A







3











 





SCHEDULE III

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




TRADE NAMES





	1.	 	Grantor: International Lease Finance Corporation 

Trade Name: ILFC





4









 





SCHEDULE IV

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




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

	 	10250 Constellation Blvd.
	Corporation

	 	Suite 3400
	 

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 

	 	Organizational ID: C1666861
	 
	ILFC Ireland Limited

	 	30 North Wall Quay
	 

	 	Dublin 1
	 

	 	Ireland
	 

	 	Facsimile: +353 1 672 0270
	 

	 	Telephone: +353 1 802 8901
	 
	 	 
	 

	 	Company Registration Number: 209316
	ILFC (Bermuda) III, Ltd.

	 	The Chartis Building
	 

	 	29 Richmond Road
	 

	 	Pembroke HM 08
	 

	 	Bermuda
	 

	 	Attention: Secretary of the Company
	 

	 	Facsimile: +1 441 295-6983
	 

	 	Telephone: +1 441 295-2121
	 
	 	 
	 

	 	Organizational ID: 17575






5









 





SCHEDULE V

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




INSURANCE





	1.	 	Obligation to Insure
	 
	 	 	So long as this Agreement shall remain in effect, the Grantors will ensure that there is
effected and maintained appropriate insurances in respect of each Pool Aircraft and the
Collateral Agent, the Administrative Agent, the Lenders 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
Lessee’s insurance program uses AVN67B or a successor London market endorsement similar
thereto, the Grantor shall use reasonable commercial efforts to procure that the
Collateral Agent and the Administrative Agent are also named as a “Contract Party” and
shall ensure that the Collateral Agent and the Administrative Agent are also named as a
“Contract Party” in respect of any new Lease entered into);
	 
	 	(b)	 	Hull War Risk Insurance — Hull war risk and allied perils insurance, including
hijacking, (excluding, however, confiscation by government of registry or country of
domicile to the extent coverage of such risk is not generally available to the
applicable Lessee in the relevant insurance market at a commercially reasonable cost or
is not customarily obtained by operators in such jurisdiction at such time) on the Pool
Aircraft where the custom in the industry is to carry war risk for aircraft operating on
routes or kept in locations similar to the Pool Aircraft in an amount not less than the
Required Insured Value on an agreed value basis and naming the Collateral Agent (for and
on behalf of itself and the other Secured Parties) as a loss




 









 






	 	 	 	payee for the Required Insured Value (provided, however, that, if the
applicable Lessee’s insurance program uses AVN67B or a successor London market
endorsement similar thereto, the Grantors shall use reasonable commercial efforts to
procure that the Collateral Agent and the Administrative Agent are also named as a
“Contract Party” and shall ensure that the Collateral Agent and the Administrative
Agent are also named as a “Contract Party” in respect of any new Lease entered into);






	 	(c)	 	Legal Liability Insurance — Third party legal liability insurance (including
war and allied perils) for a combined single limit (bodily injured and property damage)
of not less than $500,000,000 for a Narrowbody Aircraft, and not less than $750,000,000
for Widebody Aircraft (or, with respect to the Aircraft bearing manufacturer’s serial
number 48631, solely for the period during which it is leased to World Airways, Inc., or
the Aircraft bearing manufacturer’s serial number 26257, solely for the period during
which it is leased to North American Airlines, Inc., in each case $600,000,000). The
Collateral Agent and the Administrative Agent (on behalf of themselves and the Secured
Parties) shall be named as additional insureds on such policies; provided that
the Grantors shall ensure that the Collateral Agent and the Administrative Agent are
also named as an additional insured 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.






	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 to no Event of Default having occurred and being
continuing) will not be payable to the Collateral Agent. Such excess insurances will be
payable to (i) if payable to the Grantors, to the relevant Grantor, unless an Event of
Default has occurred and is continuing in which case the excess shall be payable to the
Collateral Agent or (ii) if payable to the Lessee to the Lessee in all circumstances.




2









 












	5.	 	Currency
	 
	 	 	All insurance and reinsurances effected pursuant to this Schedule V shall be payable in
Dollars, save that in the case of the insurances referred to in paragraph 2(c) (if such
denomination is (a) required by the law of the state of registration of the Pool Aircraft; or
(b) the normal practice of airlines in the relevant country that operate aircraft leased from
lessors located outside such country; or (c) otherwise agreed by the Collateral Agent) or
paragraph 2(d).
	 
	6.	 	Specific Terms of Insurances
	 
	 	 	Insurance policies which are underwritten in the London and/or other non-US insurance
market and which pertain to financed or leased aircraft equipment contain the coverage and
endorsements described in AVN67B as it may be amended or revised or its equivalent. Each of
the Grantors agrees that, so long as this Agreement shall remain in effect, the Pool Aircraft
will be insured and the applicable insurance policies endorsed either (i) in a manner
consistent with AVN67B, as it may be amended or revised or its equivalent or (ii) as may then
be customary in the airline industry for aircraft of the same type as the Pool Aircraft
utilised by operators in the same country and whose operational network for such Pool
Aircraft and credit status is similar to the type of business as the Lessee (if any) and at
the time commonly available in the insurance market. In all cases, the relevant Grantor will
set the standards, review and manage the insurances on the Pool Aircraft consistent with
Leasing Company Practice with respect to similar aircraft.
	 
	7.	 	Insurance Brokers and Insurers
	 
	 	 	In 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 Reinsurance
	 
	 	 	With respect to the type of aircraft concerned, the nationality and creditworthiness of
the airline operator, the airline operator’s use and operation thereof and to the scope of
and the amount covered by the insurances carried by the Lessee, the relevant Grantor will
apply standards consistent with Leasing Company Practice with respect to similar aircraft in
reviewing and accepting the amount of any insurance deductibles, whether the Lessee may
self-insure any of the risks covered by the insurances and the scope and terms of
reinsurance, if any, including a cut-through and assignment clause.
	 




3









 












	9.	 	Renewals
	 
	 	 	The 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.	 	Information
	 
	 	 	Subject 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.





4









 





EXHIBIT A-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF COLLATERAL SUPPLEMENT




Bank of America, N.A., as the Collateral Agent

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Fax: (415) 503-5099



[Date]




Re: Aircraft Mortgage and Security Agreement, dated as of March 17, 2010




Ladies and Gentlemen:




          Reference is made to the Aircraft Mortgage and Security Agreement, dated as of March 17, 2010
(the “Aircraft Mortgage and Security Agreement”), among INTERNATIONAL LEASE FINANCE
CORPORATION, a Delaware corporation (“ILFC”), ILFC IRELAND LIMITED, a private limited
liability company incorporated under the laws of Ireland, and ILFC (BERMUDA) III, LTD., a Bermuda
company (collectively, the “Initial Intermediate Lessees”), and the ADDITIONAL GRANTORS who
become grantors under the Aircraft Mortgage and Security Agreement from time to time (together with
ILFC and the Initial Intermediate Lessees, the “Grantors”) and BANK OF AMERICA, N.A., a
national banking association, as the Collateral Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Aircraft Mortgage and
Security Agreement.




          The undersigned hereby delivers, as of the date first above written, the attached Annexes I
and II pursuant to Section 2.15 of the Aircraft Mortgage and Security Agreement.




          The undersigned Grantor hereby confirms that the property included in the attached Annexes
constitutes part of the Collateral and hereby makes each representation and warranty set forth in
Section 2.03 of the Aircraft Mortgage and Security Agreement (as supplemented by the attached
Annexes).




          Attached are (i) where required with respect to any Assigned Document (other than an Assigned
Lease) included in the foregoing Collateral, a Consent and Agreement in substantially the form of
Exhibit B to the Aircraft Mortgage and Security Agreement from the counterparty thereto or, with
respect to any Assigned Lease included in the foregoing Collateral, such consents, acknowledgements
and/or notices as are called for under Section 2.06(a) of the Aircraft Mortgage and Security
Agreement and (ii) duly completed copies of Annexes I and II hereto.






 









 








          This Collateral Supplement shall in all respects be governed by, and construed in accordance
with, the laws of the State of New York, including all matters of construction, validity and
performance.



Very truly yours,



[                                        ]




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Acknowledged and agreed to as of the date first above written:




BANK OF AMERICA, N.A.,

not in its individual capacity, but

solely as the Collateral Agent




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




 









 





ANNEX I

COLLATERAL SUPPLEMENT




AIRCRAFT OBJECTS




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





 









 





ANNEX II

COLLATERAL SUPPLEMENT




PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Percentage of
	Borrower	 	Certificate No.	 	Beneficial Interest





 









 





EXHIBIT A-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF GRANTOR SUPPLEMENT




Bank of America, N.A., as the Collateral Agent

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Fax: (415) 503-5099



[Date]




Re: Aircraft Mortgage and Security Agreement, dated as of March 17, 2010




Ladies and Gentlemen:



Reference is made to the Aircraft Mortgage and Security Agreement, dated as of March 17, 2010 (the
“Aircraft Mortgage and Security Agreement”), among INTERNATIONAL LEASE FINANCE CORPORATION,
a Delaware corporation (“ILFC”), ILFC IRELAND LIMITED, a private limited liability company
incorporated under the laws of Ireland, and ILFC (BERMUDA) III, LTD., a Bermuda company
(collectively, the “Initial Intermediate Lessees”), and the ADDITIONAL GRANTORS who become
grantors under the Aircraft Mortgage and Security Agreement from time to time (together with ILFC
and the Initial Intermediate Lessees, the “Grantors”) and BANK OF AMERICA, N.A., a national
banking association, as the Collateral Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Aircraft Mortgage and Security
Agreement.




          The undersigned hereby agrees, as of the date first above written, to become a Grantor under
the Aircraft Mortgage and Security Agreement as if it were an original party thereto and agrees
that each reference in the Aircraft Mortgage and Security Agreement to “Grantor” shall also mean
and be a reference to the undersigned.




          Grant of Security Interest. To secure the Secured Obligations, the undersigned Grantor hereby
assigns and pledges to the Collateral Agent for its benefit and the benefit of the other Secured
Parties and hereby grants to the Collateral Agent for its benefit and the benefit of the other
Secured Parties a first priority security interest in, all of its right, title and interest in and
to the following (collectively, the “Supplementary Collateral”):




          (a) all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft,
including the Airframe and Engines 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, together with (ii) all Parts of whatever nature, which are from
time to time included within the definitions of “Airframe” or “Engines”, including all






 









 







substitutions, renewals and replacements of and additions, improvements, accessions and
accumulations to the Airframe and Engines (other than additions, improvements, accessions and
accumulations which constitute appliances, parts, instruments, appurtenances, accessories,
furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents
and (iv) 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




          (b) all of such Grantor’s right, title and interest in and to all Leases to which such
Grantor is or may from time to time be party with respect to the Pool Aircraft and any leasing
arrangements among Grantors with respect to such Leases together with all Related Collateral
Documents (all such Leases and Related Collateral Documents, the “Assigned Leases”),
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, (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 (the “Lease
Collateral”);




          (c) all of such Grantor’s right, title and interest to the following: (the “Beneficial
Interest Collateral”):




               (i) the Pledged Beneficial Interest, all certificates, if any, from time to time representing
all of such Grantor’s right, title and interest in the Pledged Beneficial Interest, any contracts
and instruments pursuant to which any such Pledged Beneficial Interest are created or issued and
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 Pledged Beneficial
Interest; and



               (ii) all of such Grantor’s right, title and interest in all additional beneficial interests
in any Owner Trust from time to time acquired by such Grantor in any manner, including the
beneficial interests in any Owner Trust that may be formed from time to time, the trust agreements
and any other contracts and instruments pursuant to which any such Owner Trusts are created or
issued, and all certificates, if any, from time to time representing such additional beneficial
interests and 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 such additional
beneficial interests;



          (e) all of the following (the “Assigned Agreement Collateral”):





          (i) all of such Grantor’s right, title and interest in and to all security
assignments, cash deposit agreements and other security agreements executed in its favor in
respect of any Pool Aircraft (including any Airframe and any Engine) or in respect of or
pursuant to any Assigned Lease, in each case as such agreements may be amended or otherwise
modified from time to time (collectively, the “Assigned Agreements”); and



2









 






          (ii) all of such Grantor’s right, title and interest in and to all property of
whatever nature, in each case pledged, assigned or transferred to it or mortgaged or
charged in its favor pursuant to any Assigned Agreement;



          (f) all of such Grantor’s right, title and interest in and to the Acquisition Agreements (the
“Aircraft Purchase Collateral”);




          (g) all of such Grantor’s right, title and interest in and to the personal property
identified in a Grantor Supplement or a Collateral Supplement executed and delivered by such
Grantor to the Collateral Agent; and




          (h) all proceeds of any and all of the foregoing Collateral (including proceeds that
constitute property of the types described in subsections (a), (b), (c), (d), (e), (f) and (g)
above);



provided that the Collateral shall not include any Excluded Property.




          The undersigned Grantor hereby makes each representation and warranty set forth in Section
2.03 of the Aircraft Mortgage and Security Agreement (as supplemented by the attached Annexes) and
hereby agrees to be bound as a Grantor by all of the terms and provisions of the Aircraft Mortgage
and Security Agreement. Each reference in the Aircraft Mortgage and Security Agreement to the
Assigned Agreements, the Assigned Agreement Collateral, the Acquisition Agreements, the Aircraft
Purchase Collateral, the Assigned Leases, the Beneficial Interest Collateral, the Lease Collateral,
the Assigned Documents and the Assigned Agreement Collateral shall be construed to include a
reference to the corresponding Collateral hereunder.




          The undersigned hereby agrees, together with the other Grantors, jointly and severally to
indemnify the Collateral Agent and its officers, directors, employees and agents in the manner set
forth in Section 8.01 of the Aircraft Mortgage and Security Agreement.




          Attached are (i) where required with respect to any Assigned Document (other than an Assigned
Lease) included in the foregoing Supplementary Collateral, a Consent and Agreement in substantially
the form of Exhibit B to the Aircraft Mortgage and Security Agreement from the counterparty thereto
or, with respect to any Assigned Lease included in the foregoing Supplementary Collateral, such
consents, acknowledgements and/or notices as are called for under Section 2.06(a) of the Aircraft
Mortgage and Security Agreement and (ii) duly completed copies of Annexes I, II, III and IV hereto.




[Signature Page Follows]







3









 








          This Grantor Supplement shall in all respects be governed by, and construed in accordance
with, the laws of the State of New York, including all matters of construction, validity and
performance.



Very truly yours,



[NAME OF GRANTOR]




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Acknowledged and agreed to as of the date first above written:




BANK OF AMERICA, N.A.,

not in its individual capacity, but solely as the

Collateral Agent




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




4









 





ANNEX I

GRANTOR SUPPLEMENT




AIRCRAFT OBJECTS




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





 









 





ANNEX II

GRANTOR SUPPLEMENT




PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Percentage of
	Borrower	 	Certificate No.	 	Beneficial Interest





 









 





ANNEX III

GRANTOR SUPPLEMENT




TRADE NAMES




 









 





     ANNEX IV


GRANTOR SUPPLEMENT



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






 











 





EXHIBIT B

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF CONSENT AND AGREEMENT




[DATE]




[Name of the Grantor]



Ladies and Gentlemen:




          Reference is made to the agreement between you and the Grantor dated [                                                    ]
(the “Assigned Document”).




          Pursuant to the Aircraft Mortgage and Security Agreement, dated March 17, 2010 (the
“Aircraft Mortgage and Security Agreement”), between the Grantor, certain other Grantors
and Bank of America, N.A., as the Collateral Agent, the Grantor has granted to the Collateral Agent
a security interest in certain property of the Grantor, including, among other things, the
following (the “Collateral”): all of such Grantor’s right, title and interest in and to the
Assigned Document, including without limitation all rights of such Grantor to receive moneys due
and to become due under or pursuant to the Assigned Document, all rights of such Grantor to receive
proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Document,
claims of such Grantor for damages arising out of or for breach or default under the Assigned
Document and the right of such Grantor to terminate the Assigned Document, to perform thereunder
and to compel performance and otherwise exercise all remedies thereunder, whether arising under the
Assigned Document or by statute or at law or in equity. Capitalized terms used herein, unless
otherwise defined herein, have the meanings assigned to them in the Aircraft Mortgage and Security
Agreement.




          By signing this Consent and Agreement, you acknowledge notice of, and consent to the terms and
provisions of, the Aircraft Mortgage and Security Agreement and confirm to the Collateral Agent
that you have received no notice of any other pledge or assignment of the Assigned Document.
Further, you hereby agree with the Collateral Agent that:




          (a) The Collateral Agent shall be entitled to exercise any and all rights and remedies of the
Grantor under the Assigned Document in accordance with the terms of the Aircraft Mortgage and
Security Agreement, and you will comply in all respects with such exercise.




          (b) You will not, without the prior written consent of the Collateral Agent, (i) cancel or
terminate the Assigned Document or consent to or accept any cancellation or termination thereof or
(ii) amend or otherwise modify the Assigned Document.







 









 








          This Consent and Agreement shall be binding upon you and your successors and assigns and shall
inure to the benefit of the Collateral Agent, the Secured Parties and their successors, transferees
and assigns.




          This Consent and Agreement shall in all respects, be governed by and construed in accordance
with the laws of the State of New York, including all matters of construction, validity and
performance.




	 	 	 	 	 
	 	Very truly yours,



[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

not in its individual capacity,

but solely as the Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Acknowledged and agreed to as of

the date first above written:



[NAME OF OBLIGOR]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



2









 






	 	 	 	 	 



EXHIBIT C


AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE




FAA AIRCRAFT MORTGAGE (MSN [___])



          THIS FAA AIRCRAFT MORTGAGE (MSN [___]) (this “Agreement”) dated as of [                                        ],
is made by and between [___], as grantor (the “Grantor”), and BANK OF AMERICA, N.A., a
national banking association, as the Collateral Agent (the “Collateral Agent”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of March 17,
2010, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), ILFC IRELAND LIMITED, ILFC
(BERMUDA) III, LTD. and the additional grantors referred to therein, as the grantors, BANK OF
AMERICA, N.A., as the Collateral Agent. Capitalized terms used and not defined herein are used as
defined in Appendix A hereto.




W I T N E S S E T H:



          WHEREAS, ILFC, ILFC Ireland Limited, ILFC (Bermuda) III, Ltd., Bank of America, N.A., as the
administrative agent, the lenders identified therein and the Collateral Agent have entered into the
Credit Agreement, dated as of March 17, 2010 (the “Credit Agreement”), pursuant to which
the Lenders have made the Loans to the Borrower;




          WHEREAS, the Grantor and the Collateral Agent have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Borrower Parties under the Credit
Agreement; and




          WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the
Collateral Agent for the benefit of the Secured Parties a Lien on its interest in the airframes and
engines described in Schedule I hereto (collectively, the “Aircraft”) and on certain other
property and rights relating thereto; and




          NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Loan Documents
and (b) secure the prompt payment and performance of all the Secured Obligations, the Grantor and
the Collateral Agent hereby agree as follows:





     1. SECURITY INTEREST.



          The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a
first priority security interest to the Collateral Agent, subject to no prior interests of any
Person whatsoever except for a lessee under a Lease, in the following collateral (collectively, the
“Mortgage Collateral”) attaching on the date of this Agreement:





	 	a.	 	each Aircraft;




 









 






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





          TO HAVE AND TO HOLD the Mortgage Collateral unto the Collateral Agent, and its successors and
assigns, as security for the Secured Obligations.



2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE
TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.





2









 







3. MISCELLANEOUS




          3.1 Successors and Assigns. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the Grantor, the Collateral Agent
and their respective successors, assigns and transferees.




          3.2 Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction
or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such
laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.




          3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.




          3.4 Further Assurances. At any time and from time to time, upon the request of the Collateral
Agent, the Grantor shall promptly and duly execute and deliver any and all such further instruments
and documents that may be necessary, or that the Collateral Agent may reasonably request, in order
for the Collateral Agent to obtain the full benefits of security interests and assignments created
or intended to be created hereby and of the rights and powers granted herein and in the Aircraft
Mortgage.




          3.5 Notices. All notices, requests, demands or other communications required hereunder or
given pursuant hereto shall be in writing unless otherwise expressly provided to the following
specified address or to such other address as either party may from time to time hereafter
designate to the other party in writing:





If to the Grantor:




[_________]

[ADDRESS]

Attention: [_________]

Fax: [_________]




If to the Collateral Agent:




Bank of America, N.A., as Collateral Agent

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Fax: (415) 503-5099




3









 





          3.6 Collateral Agent.




          The Collateral Agent shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities
and indemnities were specifically set forth herein.




          3.7 Execution in Counterparts.




          This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures were upon the same instrument.




[Remainder of page intentionally left blank]






4









 








          IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Aircraft Mortgage to be executed as of the day and year first above
written and to be delivered in the State of New York.






	 	 	 	 	 
	GRANTOR: 	 [_________]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	COLLATERAL AGENT: 	 BANK OF AMERICA, N.A., not in its individual capacity

but solely as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



5









 






	 	 	 	 	 



APPENDIX A

FAA AIRCRAFT MORTGAGE




DEFINITIONS





     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning specified in the third recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Borrower Parties” has the meaning specified in the Credit Agreement.




          “Credit Agreement” has the meaning specified in the first recital of this Agreement.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lease” means, with respect to any Aircraft, any aircraft lease agreement, conditional sale
agreement, hire purchase agreement or other similar arrangement, as may be in effect between the
Grantor and a Lessee, as such agreement or arrangement may be amended, modified, extended,
supplemented, assigned or novated from time to time in accordance with the Loan Documents;
provided that if, under any sub-leasing arrangement with respect to the Aircraft permitted
by the Lease of the Aircraft and executed by the Lessee and a sub-lessee, the lessor of the
Aircraft agrees to receive payments or collateral directly from, or is to make payments directly
to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant
sub-lease shall constitute the “Lease” of the Aircraft, and the sub-lessee shall constitute the
related “Lessee” with respect to the Aircraft, but only to the extent of the provisions of such
sub-lease agreement relevant to such payments and collateral and to the extent agreed by the
relevant lessor.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Loan Documents” has the meaning set forth in the Aircraft Mortgage Agreement.






6









 








          “Mortgage Collateral” means the Aircraft and other property described in Section 1 hereof and
subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any “Airframe” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.




          “Secured Obligations” has the meaning given to the term “Secured Obligations” in the Aircraft
Mortgage.




          “Secured Parties” has the meaning given to the term “Secured Parties” in the Aircraft
Mortgage.







7









 








SCHEDULE I

FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




MORTGAGE COLLATERAL




     1. “Aircraft [___]” means:



     one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [___] and
FAA registration number [___];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [___] and [___] respectively.




	2.	 	“Aircraft [___]” means:





     one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [___] and
FAA registration number [___];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [___] and [___] respectively.



8









 





EXHIBIT D

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT




FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT (MSN [___])



          THIS FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT (MSN [___]) (this
“Agreement”) dated as of [                    ], is made by and between [___], as grantor (the
“Grantor”), and BANK OF AMERICA, N.A., a national banking association, as the Collateral
Agent (the “Collateral Agent”) under the Aircraft Mortgage and Security Agreement (the
“Aircraft Mortgage”), dated as of March 17, 2010, among INTERNATIONAL LEASE FINANCE
CORPORATION (“ILFC”), ILFC IRELAND LIMITED, ILFC (BERMUDA) III, LTD. and the additional
grantors referred to therein, as the grantors, BANK OF AMERICA, N.A., as the Collateral Agent.
Capitalized terms used and not defined herein are used as defined in Appendix A hereto.




W I T N E S S E T H:




          WHEREAS, ILFC, ILFC Ireland Limited, ILFC (Bermuda) III, Ltd., Bank of America, N.A., as the
administrative agent, the lenders identified therein and the Collateral Agent have entered into the
Credit Agreement, dated as of March 17, 2010 (the “Credit Agreement”), pursuant to which
the Lenders have made the Loans to the Borrower;




          WHEREAS, the Grantor and the Collateral Agent have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Credit Agreement;
and




          WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the
Collateral Agent for the benefit of the Secured Parties a Lien on its interest in the airframes and
engines described in Schedule I hereto (collectively, the “Aircraft”) and by granting to
the Collateral Agent a Lien on and security interest in its rights under the lease agreements
described in Schedule I hereto (the “Assigned Leases”) and on certain other property and
rights relating thereto; and




          NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Loan Documents
and (b) secure the prompt payment and performance of all the Secured Obligations, the Grantor and
the Collateral Agent hereby agree as follows:




          1. SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage,
hypothecate, assign and grant a first priority security interest to the Collateral Agent, subject
to no prior interests of any Person whatsoever except for the lessee under each Assigned Lease, in
the following collateral (collectively, the “Mortgage Collateral”) attaching on the date of
this Agreement:





	 	a.	 	each Aircraft;




 









 






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





          TO HAVE AND TO HOLD the Mortgage Collateral unto the Collateral Agent, and its successors and
assigns, as security for the Secured Obligations.








2









 







2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE
TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.




     3. MISCELLANEOUS



          3.1 Successors and Assigns. All the terms, provisions, conditions and covenants
herein contained shall be binding upon and shall inure to the benefit of the Grantor, the
Collateral Agent and their respective successors, assigns and transferees.




          3.2 Severability. Any provision of this Agreement prohibited by the laws of any
jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with
such laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.




          3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.




          3.4 Further Assurances. At any time and from time to time, upon the request of the
Collateral Agent, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Collateral Agent may reasonably
request, in order for the Collateral Agent to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.




          3.5 Notices. All notices, requests, demands or other communications required
hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the
following specified address or to such other address as either party may from time to time
hereafter designate to the other party in writing:





If to the Grantor:




[_________]

[ADDRESS]

Attention: [_________]

Fax: [_________]




3









 






If to the Collateral Agent:




Bank of America, N.A., as Collateral Agent




1455 Market Street, 5th Floor
CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Fax: (415) 503-5099



     3.6 Collateral Agent.



          The Collateral Agent shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities and
indemnities were specifically set forth herein.




     3.7 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures were
upon the same instrument.



[Remainder of page intentionally left blank]



4









 





     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Aircraft Mortgage and Lease Security Assignment to be executed as of
the day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 
	GRANTOR: 	 [_________]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	COLLATERAL AGENT: 	 BANK OF AMERICA, N.A., not in its individual capacity but solely as Collateral

Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




5











 





APPENDIX A

FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT




DEFINITIONS




     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:


          “Agreement” has the meaning specified in the recital of parties to this Agreement.


          “Aircraft” has the meaning specified in the third recital of this Agreement.


          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.


          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.


          “Assigned Lease” has the meaning specified in the third recital of this Agreement.


          “Credit Agreement” has the meaning specified in the first recital of this Agreement.


          “Grantor” has the meaning specified in the recital of parties to this Agreement.


          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.


          “Loan Documents” has the meaning set forth in the Aircraft Mortgage.


          “Mortgage Collateral” means the Aircraft, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.


          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any “Airframe” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.


          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.



6









 







          “Secured Obligations” has the meaning given to the term “Secured Obligations” in the Aircraft
Mortgage.


          “Secured Parties” has the meaning given to the term “Secured Parties” in the Aircraft
Mortgage.



7









 








SCHEDULE I

FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT




MORTGAGE COLLATERAL




     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [      
              ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease Agreement] dated [                    ], between [  
                  ] and [  
                  ] relating to
Airframe [___] and Engines [___].



     “Airframe [___]” means one (1) [                
    ] Model [         
           ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [            
        ] Model [       
             ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease Agreement] dated [            
        ], between [                    ] and [              
      ] relating to
Airframe [___] and Engines [___].



8









 








EXHIBIT E

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT




FAA LEASE SECURITY ASSIGNMENT (MSN [___])



          THIS FAA LEASE SECURITY ASSIGNMENT (MSN [___]) (this “ Assignment”) dated as of
[                    ], is made by and between [___], as grantor (the “ Grantor”), and BANK OF
AMERICA, N.A., a national banking association, as the Collateral Agent (the “ Collateral
Agent”) under the Aircraft Mortgage and Security Agreement (the “ Aircraft Mortgage”),
dated as of March 17, 2010, among INTERNATIONAL LEASE FINANCE CORPORATION (“ ILFC”), ILFC
IRELAND LIMITED, ILFC (BERMUDA) III, LTD. and the additional grantors referred to therein, as the
grantors, BANK OF AMERICA, N.A., as the Collateral Agent. Capitalized terms used and not defined
herein are used as defined in Appendix A hereto.



W I T N E S S E T H:




     WHEREAS, ILFC, ILFC Ireland Limited, ILFC (Bermuda) III, Ltd., Bank of America, N.A., as the
administrative agent, the lenders identified therein and the Collateral Agent have entered into the
Credit Agreement, dated as of March 17, 2010 (the “ Credit Agreement”), pursuant to which
the Lenders have made the Loans to the Borrower; and



     WHEREAS, the Grantor and the Collateral Agent have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Credit Agreement;
and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by assigning to the
Collateral Agent the Lease Agreements as more fully described on Schedule 1 hereto, and all
amendments, supplements, schedules, receipts and acceptance certificates executed or delivered
pursuant thereto (the “ Assigned Leases”); and



     NOW THEREFORE, the Grantor hereby agrees as follows with the Collateral Agent for its benefit
and the benefit of the other Secured Parties:


1. The Grantor hereby bargains, sells, transfers and conveys to the Collateral Agent, for its
benefit and the benefit of the other Secured Parties, and grants to the Collateral Agent for its
benefit and the benefit of the other Secured Parties, a first priority security interest in and to
each Assigned Lease, and all amendments, supplements, schedules, receipts and acceptance
certificates executed or delivered pursuant thereto, and subject to section 2 below together with
all of the Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if
any, under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or hereinafter
enacted); (ii) all rights to receive payment of insurance proceeds and payments with respect to any
manufacturer’s warranty, in each case payable with respect to the aircraft, the aircraft



 









 







engines or other property which is the subject of any Assigned Lease; and (iii) upon the occurrence
of an Event of Default to demand, collect, receive and retain all rent and other sums which may
from time to time become payable under or in connection with any Assigned Lease.


2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT IS
GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND CONDITIONS
THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE GRANTOR’S RIGHTS IN
RESPECT OF DEALING WITH ANY ASSIGNED LEASE AND THE COLLATERAL AGENT’S EXERCISE OF REMEDIES,
SHALL BE INCORPORATED HEREIN BY REFERENCE.



[The remainder of this page is intentionally blank.]




2









 







IN WITNESS WHEREOF, the undersigned have executed or caused this Assignment to be executed on the
day and year first written above.



	 	 	 	 	 
	 	GRANTOR:



[___]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COLLATERAL AGENT:
	 
	 
	 	

BANK OF AMERICA, N.A., not in its individual capacity but
solely as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



3









 








Schedule 1

to FAA Lease Security Assignment (MSN [_____])




Description of Lease Agreements




4









 








EXHIBIT F-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF NOTICE OF ASSIGNMENT



From: [                    ] (the “Lessor”)


To: [                    ] (the “Lessee”)


[DATE]


Ladies and Gentlemen:


We refer to the [Aircraft Lease Agreement] dated as of [                    ] (as amended and supplemented,
the “ Lease”) entered into between Lessee and Lessor pertaining to one (1)
[MANUFACTURER/MODEL] aircraft bearing manufacturer’s serial number [MSN] and registration number
[REG] and [MANUFACTURER/MODEL] engines bearing manufacturer’s serial numbers [ESN] and [ESN], each
of which is a jet propulsion engine bearing at least 1750 pounds of thrust or the equivalent
thereof.


Any and all initially capitalized terms used herein shall have the meanings ascribed thereto in the
Lease, unless specifically defined herein.


The Lessor hereby gives you notice that by that certain Aircraft Mortgage and Security Agreement
dated as of March 17, 2010, and made between the parties named therein including Lessor and BANK OF
AMERICA, N.A., as the Collateral Agent (the “ Collateral Agent”), the Lessor has assigned to
the Collateral Agent by way of security all its right, title and interest in and to the Lease and
the proceeds thereof, including certain insurance proceeds (the “ Security Assignment”).
The Lessor also notifies you that the Collateral Agent is a [Collateral Agent] as defined under the
Lease.


Notwithstanding any contrary provision in the Lease, BANK OF AMERICA, N.A., as Collateral Agent,
shall be the loss payee, a contract party and an additional insured on all hull and war risk
policies of insurance.


You are hereby authorized and required to comply with the directions of the Collateral Agent in
this letter and in your acknowledgment letter.


This notice and the instructions herein contained are irrevocable. Please acknowledge receipt of
this notice to the Collateral Agent on the enclosed Acknowledgment it being provided hereby that
your signature on such Acknowledgment shall confirm your acknowledgment of and agreement for the
benefit of the Collateral Agent that the Collateral Agent shall not be bound by, nor have any
liability to you for the performance of, any of the obligations of the Lessor under the Lease save
and to the extent otherwise expressly agreed in writing by the Collateral Agent with you. You are
hereby irrevocably authorized to assume the obligations expressed to be



 









 







assumed by you under the enclosed Acknowledgment to the effect that, so far as the same would
otherwise be incompatible with the Lease, your obligations to us under the Lease shall be modified
accordingly.


This notice shall be governed by and construed in accordance with [New York]/[English] law.


Very truly yours,


[                    ]



	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



2









 








EXHIBIT F-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF ACKNOWLEDGMENT




	 	 	 

	From:

	 	[LESSEE] (the “Lessee”)
	 
	 	 
	To:

	 	BANK OF AMERICA, N.A.,
	 

	 	as Collateral Agent
	 
	 	 
	 

	 	[                    ] (the “Lessor”)





[DATE]


Ladies and Gentlemen:


We acknowledge receipt of a Notice of Assignment dated [                    ] (the “ Assignment
Notice”), relating to the assignment by the Lessor to the Collateral Agent of the Lease
referred to below pursuant to the Security Assignment. Any and all initially capitalized terms
used herein shall have the meanings ascribed thereto in the Assignment Notice, unless specifically
defined herein.


We acknowledge that Lessor has advised us that the intent and effect of the Security Assignment is
to assigned by way of security to the Collateral Agent all rights, title and interest of the Lessor
under the Aircraft Lease Agreement dated as of [                    ] (as amended and supplemented, the
” Lease”) entered into between Lessee and Lessor pertaining to one (1) [MANUFACTURER/MODEL]
aircraft bearing manufacturer’s serial number [MSN] and registration number [REG] and
[MANUFACTURER/MODEL] engines bearing manufacturer’s serial numbers [ESN] and [ESN], each of the
engines which is a jet propulsion bearing at least 1750 pounds of thrust of the equivalent thereof.
In consideration of payment to us of US$1 [and the issue to us of a quiet enjoyment letter],
receipt of which we hereby acknowledge, we hereby agree as follows:


Subject to (2) below, to comply with the provisions of the Assignment Notice.




	1.	 	If the Collateral Agent issues to us a notice (a “ Relevant Notice”) that its rights
as assignee under the Security Assignment have become exercisable we agree that we shall
thereafter (a) perform, observe and comply with all our other undertakings and obligations
under the Lease in favor and for the benefit of the Collateral Agent as if the Collateral
Agent were named as lessor therein instead of the Lessor; and (b) if the Collateral Agent so
requests and has succeeded to the interests of the Lessor under the Lease, enter into a lease
with the Collateral Agent or its nominee, on the same terms (mutatis mutandis) as the Lease,
provided that (i) no such new lease shall have the effect of releasing the Lessor from
any of its obligations to us under the Lease, (ii) Lessee shall not be responsible for any
additional costs, expenses or charges, including but not limited





 









 









	 	 	to increased withholding tax liability, which result from entering into such lease and (iii)
from and after the date of the Assignment Notice we shall make all payments under the Lease
as provided in the Assignment Notice or as the Collateral Agent shall direct.






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





Very truly yours,

[LESSEE]




	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




2